<DOCUMENT>
<TYPE>EX-2.1
<SEQUENCE>4
<FILENAME>w59294ex2-1.txt
<DESCRIPTION>ASSET PURCHASE AGREEMENT, DATED DECEMBER 26, 2000
<TEXT>
<PAGE>
                                                                     EXHIBIT 2.1


                            ASSET PURCHASE AGREEMENT

                                       BY

                                       AND

                                      AMONG

                             INTERGRAPH CORPORATION,

                  THE OTHER SELLING ENTITIES SPECIFIED HEREIN,

                          BENTLEY SYSTEMS, INCORPORATED

                                       AND

                            BENTLEY SYSTEMS EUROPE BV
<PAGE>
                            ASSET PURCHASE AGREEMENT

                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                                                   Page
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<S>                        <C>                                                                                     <C>
ARTICLE I                  DEFINITIONS..........................................................................     1
         1.1               Certain Definitions..................................................................     1
         1.2               Other................................................................................    11
ARTICLE II                 CLOSING; CONSIDERATION; LIABILITIES; ALLOCATION; AND LOCAL PURCHASING AGREEMENTS.....    12
         2.1               Time and Place of Closing............................................................    12
         2.2               Acquisition of the Acquired Assets...................................................    12
         2.3               Closing Deliveries by Bentley........................................................    14
         2.4               Closing Deliveries by the Selling Entities...........................................    15
         2.5               No Assumption of Liabilities.........................................................    17
         2.6               Tax Allocation.......................................................................    17
         2.7               Consents.............................................................................    17
         2.8               Non-Assignment of Third-Party License Agreements.....................................    17
ARTICLE III                REPRESENTATIONS AND WARRANTIES OF THE SELLING ENTITIES...............................    18
         3.1               Corporate Existence and Authority....................................................    18
         3.2               Authorization and Effect of Agreement, Etc...........................................    18
         3.3               No Violation.........................................................................    19
         3.4               Consents.............................................................................    19
         3.5               General Warranty.....................................................................    19
         3.6               Challenges To This Agreement.........................................................    19
         3.7               Financial Information................................................................    20
         3.8               Customer Discounts...................................................................    20
         3.9               Absence of Changes...................................................................    20
         3.10              Taxes................................................................................    20
         3.11              Disputes and Litigation..............................................................    20
         3.12              Environmental Matters................................................................    20
         3.13              Millennium Compliance................................................................    21
         3.14              Certain Relationships................................................................    21
         3.15              Title to Properties and Absence of Liens; Sufficiency of Assets......................    21
         3.16              Compliance with Law..................................................................    21
         3.17              Contracts............................................................................    21
         3.18              Employees............................................................................    22
         3.19              Employee Benefit Matters.............................................................    24
         3.20              Compliance with Export Laws..........................................................    25
         3.21              Inventories..........................................................................    25
         3.22              Intellectual Property................................................................    25
         3.23              Software.............................................................................    28
         3.24              Development and Protection of the Owned IP...........................................    29
         3.25              Brokers..............................................................................    31
</TABLE>

                                     - i -
<PAGE>
                            ASSET PURCHASE AGREEMENT

                                TABLE OF CONTENTS
                                   (continued)
<TABLE>
<CAPTION>
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ARTICLE IV                 REPRESENTATIONS AND WARRANTIES OF BENTLEY............................................    31
         4.1               Corporate Existence and Authority....................................................    31
         4.2               Authorization and Effect of Agreement, Etc...........................................    31
         4.3               No Violation.........................................................................    32
         4.4               Consents.............................................................................    32
         4.5               Challenges To This Agreement.........................................................    32
         4.6               Brokers..............................................................................    32
ARTICLE V                  COVENANTS OF THE SELLING ENTITIES....................................................    33
         5.1               Consummation of Transactions.........................................................    33
         5.2               Conduct of Business..................................................................    33
         5.3               Preservation of Business.............................................................    33
         5.4               Access to Information................................................................    35
         5.5               Notification of Certain Matters......................................................    35
         5.6               Non-Solicitation.....................................................................    35
         5.7               Further Assurances; Transition Period................................................    35
         5.8               Non-Competition......................................................................    36
         5.9               Certain Employee Benefit Matters.....................................................    37
         5.10              Enforcement of Certain Contracts and Confidentiality Agreements......................    38
         5.11              Confidential Information.............................................................    38
         5.12              Assistance and Cooperation...........................................................    39
ARTICLE VI                 COVENANTS OF BENTLEY.................................................................    40
         6.1               Consummation of Transactions.........................................................    40
         6.2               Notification of Certain Matters......................................................    40
         6.3               Employment...........................................................................    40
         6.4               Trade Names and Service Marks........................................................    40
         6.5               Assistance and Cooperation...........................................................    41
         6.6               Transfer of Certain Non-U.S. Pension Assets..........................................    41
ARTICLE VII                MAINTENANCE..........................................................................    41
         7.1               Transferred Maintenance Revenues.....................................................    41
         7.2               Payment of Transferred Maintenance Revenues to Bentley and BSI Netherlands...........    42
         7.3               Renewed Maintenance Revenues.........................................................    42
         7.4               Foreign Currencies...................................................................    43
         7.5               CAD II Maintenance...................................................................    43
ARTICLE VIII               CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BENTLEY...................................    44
         8.1               Representations and Warranties.......................................................    44
         8.2               Performance by Selling Entities......................................................    44
         8.3               Prohibitions, Restrictions and Litigation............................................    44
         8.4               Consents.............................................................................    44
         8.5               Lien Searches........................................................................    44
         8.6               Obtaining of Financing...............................................................    45
</TABLE>

                                     - ii -
<PAGE>
                            ASSET PURCHASE AGREEMENT

                                TABLE OF CONTENTS

                                   (continued)
<TABLE>
<CAPTION>
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                                                                                                                   ----
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         8.7               Certificate of the Selling Entities and Certain Officers.............................    45
         8.8               Absence of Material Adverse Change...................................................    45
         8.9               Closing Deliveries...................................................................    45
ARTICLE IX                 CONDITIONS PRECEDENT TO THE OBLIGATIONS OF THE SELLING ENTITIES......................    45
         9.1               Representations and Warranties.......................................................    45
         9.2               Performance by Bentley...............................................................    45
         9.3               Prohibitions, Restrictions and Litigation............................................    45
         9.4               Consents.............................................................................    46
         9.5               Receipt of Consideration.............................................................    46
         9.6               Certificate of Bentley...............................................................    46
         9.7               Closing Deliveries...................................................................    46
ARTICLE X                  INDEMNIFICATION; OFFSET..............................................................    46
         10.1              Indemnification by Selling Entities..................................................    46
         10.2              Indemnification by Bentley...........................................................    48
         10.3              Satisfaction of Claims...............................................................    49
         10.4              Matters Which May Give Rise to Claims................................................    50
         10.5              Rights to Set-Off....................................................................    51
ARTICLE XI                 GENERAL..............................................................................    52
         11.1              Survival of Representations and Agreements...........................................    52
         11.2              Termination..........................................................................    52
         11.3              HSR Filings; Other Filings...........................................................    53
         11.4              Expenses of Transaction..............................................................    53
         11.5              Public Disclosure....................................................................    53
         11.6              Notices..............................................................................    54
         11.7              Assignment...........................................................................    54
         11.8              Amendments; Waivers, Etc.............................................................    54
         11.9              Governing Law........................................................................    55
         11.10             Consent to Jurisdiction..............................................................    55
         11.11             Specific Performance.................................................................    55
         11.12             Tax Matters..........................................................................    56
         11.13             Knowledge............................................................................    58
         11.14             Waiver of Bulk Sales Compliance......................................................    58
         11.15             Waivers of Deliveries or Conditions Precedent........................................    58
         11.16             Number and Gender....................................................................    59
         11.17             Section Headings, Schedules, Etc.....................................................    59
         11.18             Complete Agreement; Counterparts.....................................................    59
         11.19             Severability.........................................................................    59
         11.20             No Third Party Beneficiaries.........................................................    59
</TABLE>


                                    - iii -
<PAGE>
<TABLE>
<CAPTION>
                                    EXHIBITS
                                    --------
<S>               <C>
Exhibit A         Form of General Bill of Sale, Assignment and Assumption Agreement
Exhibit B         Form of General Assignment, Conveyance and Assumption Agreement
                    (Closing Agreement)
Exhibit C         Form of Promissory Note
Exhibit D         Form of Security Agreement

Exhibit E         Form of Legal Opinion of Drinker Biddle & Reath LLP
Exhibit F         Form of Legal Opinion of Balch & Bingham LLP
</TABLE>

<TABLE>
<CAPTION>
                              DISCLOSURE SCHEDULES
                              --------------------
<S>               <C>
Schedule 1.1(a)   Computer Hardware and Peripherals
Schedule 1.1(b)   Assumed Liabilities
Schedule 1.1(c)   Intellectual Property Included in Civil, Raster and Plotting Products
Schedule 1.1(d)   Cross Licensed Assets
Schedule 1.1(e)   Trademark Registrations and Applications
Schedule 2.2(d)   Deferred Revenues
Schedule 2.6      Tax Allocation
Schedule 3.3      No Violation
Schedule 3.4(a)   Consents
Schedule 3.4(b)   Unrestricted Rights to Own, Use, Sell, etc., the Acquired Assets
Schedule 3.7      Financial Information
Schedule 3.8      Customer Discounts
Schedule 3.9      Absence of Changes
Schedule 3.10     Taxes
Schedule 3.11     Disputes and Litigation
Schedule 3.12     Environmental Matters
Schedule 3.13     Millenium Compliance
Schedule 3.15     Title to Properties and Absence of Liens
Schedule 3.17     List of Contracts
Schedule 3.18(a)  Transferred Employees; Union or Collective Bargaining Contracts
Schedule 3.18(f)  Employment and Other Agreements with Transferred Employees
Schedule 3.19(a)  Employee Welfare Benefit Plans
Schedule 3.19(b)  Employee Pension Benefit Plans
Schedule 3.19(c)  Employee Compensation Plans
Schedule 3.20     Compliance with Export Laws
Schedule 3.22(a)  Intellectual Property - Owned
Schedule 3.22(b)  Intellectual Property - Non-Owned
Schedule 3.22(e)  Exclusive Rights to Owned IP
Schedule 3.22(f)  Rights to Use Non-Owned IP
Schedule 3.22(g)  Rights to Develop, Use, Exploit, etc., Owned IP
Schedule 3.22(h)  Third Party Rights in Owned IP; Sufficiency of IP
Schedule 3.22(i)  List of Patents, Copyrights, Trademarks, etc.
</TABLE>

                                     - i -
<PAGE>
                                TABLE OF CONTENTS

                                   (continued)

                                                                            Page
                                                                            ----
<TABLE>
<S>               <C>
Schedule 3.23(b)  Software - Non-Owned
Schedule 3.24(a)  Development and Protection of Owned IP - Products Developed by Non-Employees, etc.
Schedule 3.24(b)  Development and Protection of Owned IP - Confidential and Proprietary
                  Nature of Software
Schedule 7.1      Transferred Maintenance Revenues
</TABLE>

                                     - ii -

<PAGE>
                            ASSET PURCHASE AGREEMENT


         THIS ASSET PURCHASE AGREEMENT (this "Agreement") is made and entered
into as of December 26, 2000, by and among INTERGRAPH CORPORATION, a Delaware
corporation ("Intergraph"), each of the direct and indirect majority owned
subsidiaries of Intergraph identified on the signature pages hereto
(collectively with Intergraph, the "Selling Entities"), BENTLEY SYSTEMS,
INCORPORATED, a Delaware corporation ("Bentley") and BENTLEY SYSTEMS EUROPE BV,
a Netherlands corporation ("BSI Netherlands"). References herein to "Bentley"
include, as the context requires, Bentley Systems, Incorporated and its direct
and indirect majority owned subsidiaries.

                              W I T N E S S E T H:

         WHEREAS, the Selling Entities desire to sell and transfer to Bentley,
and Bentley desires to purchase and acquire from the Selling Entities, the
Acquired Assets (as defined below), all on the terms and conditions set forth in
this Agreement; and

         WHEREAS, Bentley will assume the obligations under the Maintenance
Agreements and perform such obligations on behalf of the Selling Entities, and
in consideration thereof the Selling Entities will remit to Bentley a portion of
the revenues accruing under the Maintenance Agreements, all in accordance with
Article VII hereof; and

         WHEREAS, the Acquired Assets represent a portion of the Selling
Entities' business and the Selling Entities will continue all or portions of
their remaining business and operations following the Closing (as defined
below);

         NOW, THEREFORE, in consideration of the premises, the respective
covenants, representations and warranties set forth below, and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, and intending to be legally bound hereby, the parties hereto agree
as follows:

                                    ARTICLE I

                                   DEFINITIONS

         1.1 Certain Definitions. In addition to other terms defined in this
Agreement, the following terms, as used herein, shall have the respective
meanings set forth below:

         "Acquired Assets" shall mean all of the assets, properties and goodwill
of every kind and description (tangible and intangible) that comprise the Civil,
Raster and Plotting products, wherever located, and whether or not reflected in
the Books and Records of the Selling Entities, to which, or in which, any of the
Selling Entities have any right, title or interest as of the Closing Date by
reason of ownership, use or otherwise, and the following assets which are
directly or principally related to the Civil, Raster and Plotting products: (i)
the Intellectual Property and any
<PAGE>
and all claims for damages and other relief by reason of any past infringement
or misappropriation thereof; (ii) all third-party license agreements (including,
without limitation, end-user license agreements for which any of the Selling
Entities is the licensor or licensee); (iii) existing customer and supplier
lists, end-user registration data and the serial number history, including the
serial status (i.e., active, upgraded, void, internal or similar descriptions);
(iv) sales and promotional literature; (v) all computer hardware and peripherals
(such as networking materials, printers, plotters and supplies) listed on
Schedule 1.1(a) which are used in connection with the development, maintenance
and testing of the Intellectual Property; (vi) copies of personnel, financial
and other Books and Records; (vii) inventories of finished products and all
development work-in-progress, version upgrades, Software code (in any media),
technical documentation, and of written software tools used for de-bugging,
support and/or deployment; (viii) all electronic files containing training
materials used in connection with the Civil, Raster and Plotting products; and
(ix) all customer trouble reports; provided, however, that the Acquired Assets
shall not include the Excluded Assets.

         "Affiliate" shall mean any Person that directly or indirectly through
one or more intermediaries controls, is controlled by or is under common control
with the Person specified (for purposes of this definition, a Person will be
deemed to have control of a corporation or other entity if it holds, directly or
indirectly, a greater than 50% voting interest in that corporation or other
entity).

         "Agreed Courts" shall have the meaning ascribed thereto in Section
11.10.

         "Assumed Liabilities" shall mean (a) all executory obligations of the
Selling Entities pertaining to periods after the Closing with respect to the
Maintenance Agreements and to all Contracts that are included in the Acquired
Assets, in each case which are specifically identified as Assumed Liabilities in
this Agreement and the Schedules, (b) the liabilities listed on Schedule 1.1(b)
attached hereto, (c) each Selling Entity's liability to the Transferred
Employees for accrued vacation up to one week for each U.S. Transferred
Employee, or (d) performance of any valid warranty obligations of any of the
Selling Entities for any of the Acquired Assets after Closing to the extent (i)
such warranties are 90 days or less, or (ii) such warranties are greater than 90
days and are listed on Schedule 1.1(b).

         "Bentley" shall have the meaning ascribed thereto in the preamble.

         "Bentley 401(k) Plan" shall have the meaning ascribed thereto in
Section 5.9(e).

         "Bentley Indemnitees" shall have the meaning ascribed thereto in
Section 10.1.

         "Bentley Losses" shall have the meaning ascribed thereto in Section
10.1.

         "Books and Records" shall mean all accounting, financial reporting,
Tax, business, marketing, corporate and other files, documents, instruments,
papers, books and records, including without limitation, budgets, projections,
ledgers, journals, titles, manuals, Contracts,


                                      -2-
<PAGE>
agency lists, customer lists, supplier lists, reports, computer files, retrieval
programs and operating data or plans, in each case relating to the Acquired
Assets.

         "BSI Netherlands" shall have the meaning ascribed thereto in the
preamble.

         "Business Day" shall mean a day on which federally chartered banks
located in Philadelphia, Pennsylvania are required or authorized to open for
business (other than a Saturday or Sunday).

         "CAD II Agreements" shall mean the following Contracts between the
Selling Entities and the Government of the United States of America: the
Facilities CAD-2 Contract (# N66032-93-D-0021); the NAVSEA CAD-2 Contract
(# N66032-91-D-0003); and the NAVAIR CAD-2 Contract (# N66032-94-D-0012).

         "Civil" products shall mean all software products distributed by any of
the Selling Entities at any time since January 1, 1997 and classified by any of
the Selling Entities as part of their Civil software products including, without
limitation, those software products and other items of Intellectual Property
listed on Schedule 1.1(c) attached hereto.

         "Claim" shall have the meaning ascribed thereto in Section 10.3.

         "Closing" shall mean those events which occur on the Closing Date for
the purpose of consummating the transactions contemplated by this Agreement in
accordance with Article II.

         "Closing Date" shall mean the date on which the Closing occurs.

         "COBRA" shall mean the Congressional Omnibus Budget Reconciliation Act
of 1985, together with any amendments and supplements thereto, providing for
health care continuation coverage under Section 4980B of the Code or Section 601
et seq. of ERISA.

         "Code" shall mean the United States Internal Revenue Code of 1986, as
amended, including without limitation any successor revenue code of the United
States federal government, together with the rules and regulations promulgated
thereunder.

         "Consideration" shall have the meaning ascribed thereto in Section
2.2(c).

         "Consents" shall mean consents, waivers, permits, clearances, approvals
and other authorizations.

         "Contract" shall mean any binding contract, agreement, understanding,
lease, sublease, license, sublicense, distribution agreement, promissory note,
evidence of indebtedness, indenture, instrument, mortgage, insurance policy,
annuity or other binding commitment, whether written or oral.


                                      -3-
<PAGE>
         "Cross-License Agreement" shall mean the Cross-License Agreement, dated
as of the Closing Date, between the Selling Entities and Bentley, pursuant to
which the Selling Entities, on the one hand, and Bentley, on the other hand,
will grant a worldwide, non-exclusive, perpetual, royalty-free license to the
other with respect to certain intellectual property identified on Schedule
1.1(d) attached hereto.

         "Developer" shall have the meaning ascribed thereto in Section 3.24(a).

         "DOJ" shall have the meaning ascribed thereto in Section 11.3.

         "Employee Pension Benefit Plans" shall have the meaning ascribed
thereto in Section 3.19(b).

         "Employee Welfare Benefit Plans" shall have the meaning ascribed
thereto in Section 3.19(a).

         "Engagement Period" shall have the meaning ascribed thereto in Section
3.24(a).

         "Environmental Laws" shall mean (a) all Legislative Enactments and
Official Actions relating to industrial hygiene, environmental protection, air
emissions, water discharges, or the use, analysis, manufacture, transportation,
generation, handling, treatment, storage or disposal of any Hazardous or Toxic
Substances or the cleanup or remediation of any contamination, together with all
rules and regulations promulgated with respect to any of the foregoing; and (b)
all Legislative Enactments and Official Actions with respect to property
transfer limitations with respect to Hazardous or Toxic Substances, whether or
not conditioned upon disclosure or upon permit or approval. Environmental Laws
include, without limitation, the Comprehensive Environmental Response,
Compensation and Liability Act (42 U.S.C. Sections 9601 et seq.), the
Hazardous Materials Transportation Law (49 U.S.C. Sections 5101 et seq.),
the Resource Conservation and Recovery Act (42 U.S.C. Sections 6901 et
seq.), the Federal Water Pollution Act (33 U.S.C. Sections 1251 et seq.),
the Clean Air Act (42 U.S.C. Sections 7401 et seq.), the Toxic Substances
Control Act (15 U.S.C. Sections 2601 et seq.), the Oil Pollution Act (33
U.S.C. Sections 2701 et seq.), the Emergency Planning and Community
Right-to-Know Act (42 U.S.C. Sections 11001 et seq.), the Occupational
Safety and Health Act (29 U.S.C. Sections 651 et seq.), each as amended
from time to time, and all other state and local laws, rules, regulations and
policies analogous to any of the above.

         "Environmental Liabilities" shall mean any obligation or liability
arising under or relating to an applicable Environmental Law.

         "ERISA" shall mean the Employee Retirement Income Security Act of 1974,
as amended.

         "European Transferred Maintenance Revenues" shall have the meaning
ascribed thereto in Section 7.2.

         "Excluded Assets" shall mean any asset not used by the Selling Entities
in connection with the Civil, Raster or Plotting product lines or which are
owned by the Selling Entities and


                                      -4-
<PAGE>
licensed to Bentley under the Cross-License Agreement, including, without
limitation, the following: (a) any cash held by the Selling Entities; (b) any
accounts receivable of the Selling Entities including, without limitation, all
income, royalties and payments accrued by the Selling Entities as of the Closing
with respect to the Acquired Assets; (c) the certificate of incorporation,
bylaws, corporate seal, minute books, stock certificates and stock record books,
and stock transfer ledgers of the Selling Entities; (d) any general corporate or
administrative assets or services furnished by the Selling Entities for the
benefit of all of its business units, subsidiaries or divisions, including,
without limitation, accounting and legal support and the services; (e) employee
benefit agreements, plans or arrangements maintained by the Selling Entities;
(f) Tax Returns and such other tax returns and reports, general ledgers and any
other books, records, files or correspondence not directly and exclusively
pertaining to the Acquired Assets; (g) personnel Books and Records not relating
to the Transferred Employees; (h) subject to Section 6.4, the name and mark
"Intergraph Corporation"; (i) all Contract rights relating to the CAD II
Agreements; (j) all Contracts related to real property of the Selling Entities;
(k) any capital stock of Bentley held by the Selling Entities; (l) all real
property of the Selling Entities; (m) any of the Selling Entities' right, title
and interest in and to its pending or future claims against Intel Corporation,
including all of the Selling Entities' rights to sue or make claims for any past
or present conduct, action or omission of Intel Corporation; (n) except to the
extent set forth in Section 7.1, the Selling Entities' right, title and interest
in and to the Maintenance Agreements; and (o) the source and object code for
ImageScape Draft and Pixel Pro.

         "Expiration Date" shall have the meaning ascribed thereto in Section
7.1.

         "FTC" shall have the meaning ascribed thereto in Section 11.3.

         "GAAP" shall mean generally accepted accounting principles and
practices which are recognized as such by the American Institute of Certified
Public Accountants acting through its Financial Accounting Standards Board or
other appropriate board or committee; and which are consistently applied for all
periods so as to fairly reflect the financial condition, the results of
operations and the cash flows of the relevant Person or Persons.

         "Hazardous or Toxic Substances" shall mean: all elements, compounds,
substances, matrices or mixtures ("Materials or Substances") that are hazardous,
toxic, ignitable, reactive or corrosive including without limitation the
following: (i) all Materials or Substances (whether or not wastes, contaminants
or pollutants) that are or become regulated by any of the Environmental Laws;
(ii) all Materials or Substances which are or become defined or described by any
of the Environmental Laws as "hazardous" or "toxic" or a "pollutant,"
"contaminant," "hazardous waste," "extremely hazardous waste," "acutely
hazardous waste" or "acute hazardous waste;" and (iii) petroleum, including
crude oil or any fraction thereof, asbestos, including asbestos containing
materials, and polychlorinated biphenols.

         "HIPAA" shall mean the health insurance obligations imposed by Section
9801 of the Code and Part 7 of Subtitle B of Title I of ERISA.

         "HSR Act" shall mean the Hart-Scott-Rodino Antitrust Improvements Act
of 1976.


                                      -5-
<PAGE>
         "Indemnified Party" shall have the meaning ascribed thereto in Section
10.3.

         "Indemnifying Party" shall have the meaning ascribed thereto in Section
10.3.

         "Initial Updated Schedule of Transferred Maintenance" shall have the
meaning ascribed thereto in Section 7.1.

         "Intellectual Property" shall mean and include all rights, title, and
interests in the following items which are directly or principally related to
the Civil, Raster and Plotting products, except for such items as are owned by
the Selling Entities and licensed to Bentley under the Cross-License Agreement:
(a) domestic and foreign patents (including, without limitation, certificates of
invention, utility models and other patent equivalents), and all provisional
applications, patent applications, and patents issuing therefrom, as well as any
division, continuation, continuation in part, reissue, extension, re-examination
certification, revival or renewal of any patent, all inventions and subject
matter relating to such patents, in any and all forms, and all patents and
applications for patents relating to such patents, (b) domestic and foreign
trademarks, trade dress, service marks, trade names, icons, logos and slogans
and any other indicia of source or sponsorship of goods and services, designs
and logotypes related thereto, and all trademark registrations and applications
for registration related to such trademarks (including, but not limited to
intent to use applications), including those registrations and applications
listed in Schedule 1.1(e) hereto, (c) copyrightable works and copyright
interests in and to the Civil, Raster and Plotting products and related
materials included in the Acquired Assets, including, without limitation, all
common-law rights, all registered copyrights and all rights to register and
obtain renewals and extensions of copyright registration, together with all
copyright interests accruing by reason of international copyright conventions,
(d) Inventions, (e) Software and other works of authorship, (f) Trade Secrets,
(g) Know-How, (h) all rights necessary to prevent claims of invasion of privacy,
rights of publicity, defamation, or any other causes of action arising out of
the use, adaptation, modification, reproduction, distribution, sales or display
of the Software, (i) except as provided in Section 7.1, all income, royalties,
damages and payments accrued after the Closing with respect to the Software and
all other rights thereunder, (j) all rights to use all of the foregoing forever
or for the applicable term of each right, (k) to the extent material to the
Civil, Raster or Plotting products, processes, designs, formulas, semiconductor
mask works, industrial models, engineering and technical drawings, prototypes,
improvements, discoveries, technology, data and other intellectual or intangible
property and/or proprietary rights or interests of the Selling Entities (and all
goodwill associated therewith), and (l) all rights to sue for past, present or
future infringement, misappropriation or other violations or impairments of any
of the foregoing enumerated in subclauses (a) through (k) above, and to collect
and retain all damages and profits therefor.

         "Intergraph 401(k) Plan" shall have the meaning ascribed thereto in
Section 5.9(e).

         "Intergraph Indemnitees" shall have the meaning ascribed thereto in
Section 10.2.

         "Intergraph Losses" shall have the meaning ascribed thereto in Section
10.2.


                                      -6-
<PAGE>
         "Inventions" means all novel devices, processes, compositions of
matter, methods, techniques, observations, discoveries, apparatuses, designs,
expressions, theories and ideas (including improvements and modifications
thereof through the date hereof) directly or principally relating to the Civil,
Raster and Plotting products, whether or not patentable.

         "IRS" shall mean the United States Internal Revenue Service.

         "Know-How" shall mean all scientific, engineering, mechanical,
electrical, marketing or practical knowledge and/or experience used directly or
principally in connection with the Civil, Raster or Plotting products of the
Selling Entities.

         "Legal Expenses" of a Person shall mean any and all reasonable
out-of-pocket fees, costs and expenses of any kind (including attorneys' and
experts' fees) incurred by a Person and its counsel in investigating, preparing
for, prosecuting, defending against or providing evidence, producing documents
or taking other action with respect to any threatened or asserted Claim.

         "Legislative Enactments" shall mean domestic, foreign and international
laws (including without limitation common law), treaties, ordinances,
regulations and rules at any international, national, federal, state, local or
regional level, both as presently existing and as may become effective in the
future.

         "Lien" shall mean any lien, mortgage, security interest, tax lien,
financing statement, pledge, assessment, lease, sublease, adverse claim, levy,
charge, hypothecation or other encumbrance of any kind or nature whatsoever
including without limitation any conditional sale Contract, title retention
Contract or other Contract to give any of the foregoing.

         "Local Purchasing Agreement" shall mean any existing local purchasing
agreement between Bentley or an Affiliate thereof and Intergraph or an Affiliate
thereof which entitles Intergraph or an Affiliate thereof to resell Bentley
software products.

         "Losses" shall have the meaning ascribed thereto in Section 10.1.

         "Maintenance Agreements" shall mean any and all written maintenance
agreements containing obligations on the part of any of the Selling Entities to
provide maintenance services for any of the Civil, Raster or Plotting products.

         "Materials or Substances" shall have the meaning ascribed thereto in
the definition of Hazardous or Toxic Substances.

         "MCO Date" shall mean December 1, 2000.

         "Millennium Compliant" shall mean, with respect to particular Software,
that:


                                      -7-
<PAGE>
                  (i) The functions, calculations, and other computing processes
         of such Software (collectively, "Processes") perform in an accurate
         manner regardless of the date in time on which the Processes are
         actually performed and regardless of the date input to the Software,
         whether before, on, or after January 1, 2000, and whether or not the
         dates are affected by leap years;

                  (ii) Such Software accepts, stores, sorts, extracts,
         sequences, and otherwise manipulates date inputs and date values, and
         returns and displays date values, in an accurate manner regardless of
         the dates used, whether before, on, or after January 1, 2000;

                  (iii) Such Software has functioned and will function without
         interruptions caused by the date in time on which the Processes are
         actually performed or by the date input thereto, whether before, on, or
         after January 1, 2000;

                  (iv) Such Software accepts and responds to two (2) digit year
         and four (4) digit year date input in a manner that resolves any
         ambiguities as to the century in a defined, predetermined, and accurate
         manner;

                  (v) Such Software displays, prints, and provides electronic
         output of date information in ways that are unambiguous as to the
         determination of the century, and all internal fields use (4) digit
         year date input; and

                  (vi) Such Software has been tested by the party making the
         millennium compliance warranty to determine whether such Software is
         Millennium Compliant. Such party shall deliver the test plans and
         results of such tests upon written request from the other party. Such
         party shall notify the other immediately of the results of any tests or
         any claim or other information that indicates that such Software is not
         Millennium Compliant.

         "Miscellaneous Software Components" shall have the meaning ascribed
thereto in the definition of "Software."

         "Non-Compete Covenant" shall mean any agreement, provision, covenant or
obligation that limits or restricts in any manner whatsoever (whether during any
particular period of time from and after the Closing Date, in certain geographic
areas or otherwise) the ability of any of the Selling Entities, any of their
Affiliates or any of the Transferred Employees (a) to engage in any line of
business or to sell any products or services, or (b) to compete with or to
obtain products or services from any Person, in each case during any period of
time after the Closing Date.


                                      -8-
<PAGE>
         "Non-Owned IP" shall have the meaning ascribed thereto in Section
3.22(b).

         "Non-Owned Software" shall have the meaning ascribed thereto in Section
3.23(b).

         "Note" shall have the meaning ascribed thereto in Section 2.2(c)(ii).

         "Official Action" shall mean any domestic or foreign decision, order,
writ, injunction, decree, judgment, award or any determination, both as
presently existing or as may become effective in the future, by any Tribunal.

         "Owned IP" shall have the meaning ascribed thereto in Section 3.22(a).

         "Owned Software" shall have the meaning ascribed thereto in Section
3.23(a).

         "PBGC" shall mean the Pension Benefit Guaranty Corporation, an agency
of the United States government.

         "Permitted Civil Products" shall have the meaning ascribed thereto in
Section 5.8.

         "Permitted Plotting Products" shall have the meaning ascribed thereto
in Section 5.8.

         "Person" shall mean any natural person, corporation, limited liability
company, general partnership, limited partnership, joint venture,
proprietorship, trust, association, unincorporated association, Tribunal or
other entity of any kind.

         "Plan Asset Transfer" shall have the meaning ascribed thereto in
Section 5.9(e).

         "Plotting" products shall mean all software products distributed by any
of the Selling Entities at any time since January 1, 1997 and classified by any
of the Selling Entities as part of their Plotting software products including,
without limitation, those software products and other items of Intellectual
Property listed on Schedule 1.1(c) attached hereto.

         "Preliminary Note Amount" shall have the meaning ascribed thereto in
Section 7.1.

         "Prime Rate" shall mean a fluctuating rate of interest equal to the
prime rate or reference rate of interest announced or published from time to
time in the Wall Street Journal on the first business day in each month;
provided, however, that in no event shall such interest rate exceed the maximum
rate of interest allowed by applicable law.

         "Quoted Prices" shall have the meaning ascribed thereto in Section 7.3.

         "Raster" products shall mean all software products distributed by any
of the Selling Entities at any time since January 1, 1997 and characterized by
any of the Selling Entities as the IRAS B, IRAS E or ImageScape Edit software
products, including, without limitation, those items of Intellectual Property
listed on Schedule 1.1(c) attached hereto.


                                      -9-
<PAGE>
         "Renewed Maintenance Revenues" shall have the meaning ascribed thereto
in Section 7.3.

         "Request" shall have the meaning ascribed thereto in Section 10.3.

         "Schedule of Transferred Maintenance" shall have the meaning ascribed
thereto in Section 7.1.

         "Schedules" shall mean the disclosure Schedules attached to this
Agreement.

         "Second Updated Schedule of Transferred Maintenance" has the meaning
ascribed thereto in Section 7.1.

         "Selling Entities" shall mean those Persons listed as Selling Entities
on the signature pages hereof, and "Selling Entity" shall mean any of such
Persons.

         "Software" shall mean the expression of an organized set of
instructions in a natural or coded language, including without limitation,
compilations and sequences, which is contained on a physical media of any nature
(e.g., written, electronic, magnetic, optical or otherwise) and which may be
used with a computer or other automated data processing equipment device of any
nature which is based on digital technology, to make such computer or other
device operate in a particular manner and for a certain purpose, as well as any
related documentation for such set of instructions. The term shall include,
without limitation, computer programs in source and object code, test or other
significant data libraries, documentation for computer programs, modifications,
enhancements, revisions or versions of or to any of the foregoing and prior
releases of any of the foregoing applicable to any operating environment, and
any of the following ("Miscellaneous Software Components") which is contained on
a physical media of any nature and which is used in the design, development,
modification, enhancement, testing, installation, use, maintenance, diagnosis or
assurance of the performance of a computer program: narrative descriptions,
notes, specifications, designs, flowcharts, parameter descriptions, logic flow
diagrams, masks, input and output formats, file layouts, database formats, test
programs, test or other data, user guides, manuals, installation and operating
instructions, diagnostic and maintenance instructions, source code, object code
and other similar materials and information.

         "Statement of Net Revenues" shall have the meaning ascribed thereto in
Section 2.2(b).

         "Taxes" shall mean all taxes, charges, fees, levies or other similar
assessments or liabilities, including, without limitation, any federal, state,
local or foreign income, receipts, ad valorem, value added, purchases, premium,
excise, real property, personal property, windfall profit, sales, stamp, use,
consumption, licensing, withholding, employment, payroll, share, capital,
surplus, franchise, occupational, net proceeds, estimated, alternative or add-on
minimum, production, severance, lease, excise, duty, net worth, transfer, fuel,
excess profits, interest equalization or other taxes of any kind whatsoever, and
any recording, registration or notary fees, together with any interest, fines,
penalties, assessments or additions to tax resulting from,


                                      -10-
<PAGE>
attributable to or incurred in connection with, any such tax or any contest or
dispute thereof; "Tax" means any of the foregoing.

         "Tax Return" shall mean any report, return, information returns,
estimates or other information, including any schedule or attachment thereto,
required to be supplied to, or filed with, the IRS or any other taxing
authority, and any amendment thereto, with respect to Taxes.

         "Third-Party Matter" shall have the meaning ascribed thereto in Section
10.4(a).

         "Trade Secrets" shall mean any formula, design, idea, manufacturing and
production processes and techniques, specifications, copyrightable works,
financial, marketing and business data, customer and supplier lists and
information, device or compilation of information which directly or principally
comprises a part of the Civil, Raster or Plotting products, which may give the
holder thereof an advantage or opportunity for advantage over competitors which
do not have or use the same, and which is not generally known by the public.
Trade Secrets can include, by way of example, Software (including, without
limitation, source code for the Owned Software), information contained on
drawings and other documents, and information relating to the research,
development, testing, marketing plans, business strategy, finances or employees
of a business.

         "Transferred Maintenance Revenues" shall have the meaning ascribed
thereto in Section 7.1.

         "Transaction Taxes" shall mean any federal, state, foreign or local
transfer, sales, use, value added tax (VAT), registration tax, consumption tax,
documentary stamp, conveyance or any other similar Taxes, together with any
interest, fines, penalties, assessments, or additions to tax resulting from,
attributable to or incurred in connection with any such Transaction Taxes or any
contest or dispute thereof, and any recording, and any registration or notary
fees, in each case arising solely out of the sale, conveyance, transfer and/or
delivery of the Acquired Assets to Bentley and the assumption of the Assumed
Liabilities by Bentley.

         "Transferred Employee" has the meaning ascribed to it in Section
3.18(a).

         "Tribunal" shall mean any government, any arbitration panel, any court
or any governmental department, commission, board, bureau, agency or
instrumentality of the United States or any foreign or domestic state, province,
commonwealth, nation, territory, possession, country, parish, town, township,
village or municipality.

         "VAT" shall have the meaning ascribed thereto in Section 11.12(b).

         "WARN Act" shall mean the Federal Workers Adjustment and Retraining
Act, P.L. 100-379, 102 Stat. 890.

         1.2 Other. All references in this document to this "Agreement" include
all documents, Schedules and Exhibits referred to herein. All terms defined in
this Agreement shall have such


                                      -11-
<PAGE>
meanings ascribed thereto when used in any certificate, Schedule, exhibit,
report or other document made or delivered pursuant to this Agreement, unless
the context shall otherwise clearly require.


                                   ARTICLE II

CLOSING; CONSIDERATION; LIABILITIES; ALLOCATION; AND LOCAL PURCHASING AGREEMENTS

         2.1 Time and Place of Closing. The Closing will take place on such date
as shall be mutually agreed upon by the parties, at 10:00 A.M., local time, at
the offices of Drinker Biddle & Reath LLP, One Logan Square, Eighteenth and
Cherry Streets, Philadelphia, PA 19301 (the "Closing Date"). The Closing shall
be effective as of 11:59 P.M. on the date hereof.

         2.2 Acquisition of the Acquired Assets.

                  (a) At the Closing of this Agreement and subject to Article
VII hereof (Maintenance), the Selling Entities shall sell, assign, deliver and
transfer to Bentley, and Bentley shall purchase from the Selling Entities, all
rights, title and interests in and to the Acquired Assets, and Bentley will
assume the Assumed Liabilities. Physical delivery of the Acquired Assets to
Bentley or BSI Netherlands, as applicable, generally will be made at the current
location of each Acquired Asset or as otherwise provided in the General Bill of
Sale. At the Closing, the Selling Entities, Bentley and BSI Netherlands shall
execute and deliver a General Bill of Sale, Assignment and Assumption Agreement,
substantially in the form of Exhibit A (the "General Bill of Sale"), with
respect to the transfer and conveyance of the applicable Acquired Assets
pursuant thereto and the assumption of any related Assumed Liabilities. In
connection with the transfer and conveyance of the remaining Acquired Assets and
the assumption of the remaining Assumed Liabilities at the Closing, each
applicable Selling Entity and Bentley or BSI Netherlands, as applicable, shall
execute and deliver a Closing Agreement or such other agreements as are
appropriate in any applicable foreign jurisdiction to consummate the
transactions contemplated thereby (together with all instruments of transfer,
conveyance and assignment and other documents attached thereto or referred to
therein, the "Closing Agreement"), substantially in the form attached hereto as
Exhibit B, as such form shall be revised to the extent required to reflect
applicable law.

                  (b) Intergraph shall deliver or cause to be delivered to
Bentley a report of its auditors, Ernst & Young LLP, which report shall be
prepared in accordance with procedures mutually agreed upon by Bentley,
Intergraph and such auditors and shall set forth Intergraph's calculation of the
net license revenues of each of the Civil, Raster and Plotting products for the
year ended December 31, 1999, net of any third party costs and not including
revenues derived from sales of the MicroStation product (the "Statement of Net
Revenues"). The Statement of Net Revenues shall be prepared in accordance with
GAAP. Bentley or its auditors shall be entitled to review the Selling Entities'
records and the auditor's work on which the Statement of Net Revenues is based.
The parties shall use the Statement of Net Revenues as the basis for


                                      -12-
<PAGE>
calculating the cash portion of the consideration for the Acquired Assets. The
costs incurred in the preparation and delivery of the Statement of Net Revenues
shall be shared equally by Bentley and Intergraph.

                  (c) The consideration for the Acquired Assets shall be payable
by Bentley and BSI Netherlands to Intergraph for itself and on behalf of the
other Selling Entities, as follows (the "Consideration"):

                           (i) At the Closing, Bentley will pay, by wire
         transfer, an aggregate amount equal to the license revenues
         attributable to the Civil, Raster and Plotting products for 1999 as
         reflected in the Statement of Net Revenues, net of the set-offs or
         adjustment, if any, provided for in sections 2.2(d) and (e) below, such
         amount to be allocated among the Acquired Assets and to the Selling
         Entities as indicated on Schedule 2.6;

                           (ii) At the Closing, Bentley will issue a secured
         promissory note in substantially the form of Exhibit C attached hereto
         (the "Note"), the principal amount of which shall equal the Preliminary
         Note Amount (subject to adjustment as provided below). The Note will be
         secured pursuant to a Security Agreement substantially in the form of
         Exhibit D attached hereto (the "Security Agreement). On the three-month
         anniversary of the MCO Date, the principal balance of the Note shall be
         adjusted up or down, effective as of the date of the Note, from the
         Preliminary Note Amount to an amount equal to 1.5 times the adjusted
         Transferred Maintenance Revenues. If the Selling Entities deliver the
         Second Updated Schedule of Transferred Maintenance pursuant to Section
         7.1, then on the six-month anniversary of the MCO Date, the principal
         balance of the Note shall be adjusted up or down, effective as of the
         date of the Note, from the Preliminary Note Amount (after giving effect
         to the adjustment referred to in the immediately preceding sentence and
         to all payments made prior to such adjustment) to an amount equal to
         1.5 times the adjusted Transferred Maintenance Revenues. On the
         14-month anniversary of the MCO Date, the principal balance of the Note
         shall be increased, as of the first anniversary of the MCO Date, by an
         amount equal to (x) 1.5 times the Renewed Maintenance Revenues, plus
         (without duplication) (y) 1.5 times the revenues attributable to the
         renewed CAD II Maintenance Agreements (i.e. those agreements with
         Intergraph) for the 12 month period following the MCO Date, and the
         remaining payments under the Note will be accordingly adjusted to
         amortize the balance of the Note in equal quarterly payments for the
         remaining term thereof. The calculation of the Note based on that
         portion of Transferred Maintenance Revenues and Renewed Maintenance
         Revenues paid in foreign currencies shall be in accordance with Section
         7.4.

                  (d) The following items may be set off by Bentley at the
Closing against the cash portion of the Consideration payable pursuant to
Section 2.2(c)(i) above: (i) the amount of the liabilities assumed by Bentley in
respect of accrued vacation and other paid time off of Transferred Employees as
of the Closing Date; (ii) $219,600 in consideration of Bentley's obligation to
recognize service time of non-U.S. Transferred Employees pursuant to Section
6.3; (iii) the amount of deferred revenues, if any, collected by the Selling
Entities and relating to periods after the Closing on account of licenses of the
Civil, Raster and/or Plotting products, all


                                      -13-
<PAGE>
of which are set forth on Schedule 2.2(d); (iv) the amount of deferred revenues,
if any, collected by the Selling Entities and relating to periods after the
first anniversary of the MCO Date on account of Maintenance Agreements, all of
which are set forth on Schedule 2.2(d); and (v) the amount of prepayments
received by the Selling Entities in respect of customer orders received but not
fulfilled by the Selling Entities for any of the Civil, Raster or Plotting
products on or prior to Closing.

                  (e) If at any time within 18 months following the Closing,
Bentley claims that the Statement of Net Revenues contains any mistakes or
errors, it shall notify Intergraph of such mistakes or errors and the parties
shall in good faith attempt to resolve any such discrepancies. If after such
good faith efforts the parties are unable or unwilling to resolve said
discrepancies, Bentley may, at its expense, engage a reputable public accounting
firm to initiate and perform an audit of the Statement of Net Revenues in
accordance with generally accepted auditing standards. Intergraph shall, and
shall cause its auditors to, cooperate fully with such audit. Upon completion of
such audit, Bentley shall deliver to Intergraph the Statement of Net Revenues,
with such adjustments thereto as Bentley's auditors shall deem necessary to
correct any mistakes or errors found as a result of the conduct of its audit. If
such adjustments result in a downward adjustment to the Consideration equal to
5% or more of the Consideration based on 1999 license revenues, then Intergraph
on behalf of itself and the other Selling Entities, shall pay the amount of such
adjustment plus costs of the audit to Bentley or BSI Netherlands, respectively.
If such adjustments result in an upward adjustment to the Consideration equal to
5% or more of the Consideration based on 1999 license revenues, then Bentley or
BSI Netherlands, as applicable, shall pay such amount to Intergraph on behalf of
itself and the other Selling Entities, and Bentley shall pay the cost of its
auditors. If the adjustments resulting from the audit do not result in either a
downward or upward adjustment to the Consideration equal to at least 5% of the
Consideration, then no payments are due to any party under this Section 2.2(e)
and Bentley shall pay the cost of its auditors. Payments made pursuant to this
Section 2.2(e), if any, shall be made by wire transfer of immediately available
funds to an account designated by the party receiving such payment within ten
(10) business days following Bentley's delivery of the proposed adjustments to
Intergraph, together with interest thereon at the rate of 8% per annum. If the
parties cannot agree after 30 days on the correct amount of the 1999 license
revenues, the two auditing firms involved in the audit and, if necessary, a
third auditing firm selected by them, shall determine a compromise resolution
within 30 days and their joint determination shall be final and binding. If no
audit of the Statement of Net Revenues is initiated pursuant to this Section
2.2(e), the Statement of Net Revenues shall not be subject to review or
adjustment.

         2.3 Closing Deliveries by Bentley. At the Closing, Bentley shall
deliver to Intergraph the following:

                  (a) The Consideration specified in Section 2.2, together with
the Security Agreement and any Uniform Commercial Code financing statements as
Intergraph may reasonably request, in each case duly executed by Bentley;

                  (b) A copy of the resolutions of the Board of Directors of
Bentley authorizing the execution, delivery and performance by Bentley of this
Agreement and of the other agreements


                                      -14-
<PAGE>
contemplated hereby, and the consummation of the transactions contemplated
hereby and thereby, certified as of the Closing Date by the Secretary or
Assistant Secretary (or other appropriate officer) of Bentley;

                  (c) A certificate of good standing as of a recent date from
the Secretary of State of the State of Delaware;

                  (d) Duly executed certificates of the Secretary or Assistant
Secretary of Bentley, certifying as of the Closing Date as to the incumbency and
signature of the officer of Bentley who has executed this Agreement and the
documents delivered at such Closing on behalf of Bentley,

                  (e) The General Bill of Sale, duly executed by Bentley and BSI
Netherlands;

                  (f) Assignments of the Intellectual Property, duly executed by
Bentley;

                  (g) The Cross-License Agreement, duly executed by Bentley;

                  (h) The Master Agreement for Local Purchasing and SELECT
Partner Agreements between Bentley and the Selling Entities (the "Master
Agreement"), duly executed by Bentley, or, if appropriate, new Local Purchasing
Agreements to be agreed upon by the parties;

                  (i) The Closing Agreements, duly executed by Bentley or BSI
Netherlands, as applicable;

                  (j) A duly executed legal opinion of Drinker Biddle & Reath
LLP, Bentley's legal counsel as to the matters set forth on Exhibit E attached
hereto; and

                  (k) Other documents or instruments as the Selling Entities may
reasonably request.

         2.4 Closing Deliveries by the Selling Entities. At the Closing, the
applicable Selling Entity shall deliver to Bentley the following:

                  (a) A copy of its Certificate of Incorporation or equivalent
document (as in effect on the Closing Date), certified as of a recent date to
the Closing Date by the Secretary of State or similar governmental authority of
the jurisdiction of its incorporation or organization; provided, however, that
any Selling Entity other than Intergraph may instead deliver a certification by
its Secretary or Assistant Secretary (or other appropriate officer) with respect
to its Certificate of Incorporation or equivalent document (as in effect on the
Closing Date) to the extent obtaining a certification by the Secretary of State
or similar governmental authority of its jurisdiction of incorporation or
organization would delay the Closing or result in an inordinate expense;


                                      -15-
<PAGE>
                  (b) A copy of its Bylaws (as in effect on the Closing Date),
certified as of the Closing Date by the Secretary or Assistant Secretary (or
other appropriate officer) of such Selling Entity;

                  (c) A copy of all resolutions adopted by its Board of
Directors; authorizing the execution, delivery and performance by such Selling
Entity of this Agreement and the other agreements contemplated hereby, and the
consummation of the transactions contemplated hereby and thereby, certified as
of the Closing Date by the Secretary or Assistant Secretary (or other
appropriate officer) of such Selling Entity;

                  (d) Appropriate evidence of all Consents;

                  (e) A certificate of good standing as of a recent date (i)
with respect to Intergraph, from the Secretary of State of the States of
Delaware and Alabama, and with respect to all other Selling Entities, from the
appropriate governmental authorities in their respective jurisdictions of
incorporation or organization (to the extent such a concept so exists there),
and (ii) from the appropriate governmental authorities in all other
jurisdictions where the nature of the Acquired Assets requires the Selling
Entities to be qualified as foreign corporations; provided, however, any Selling
Entity other than Intergraph may instead deliver a certification by its
Secretary or Assistant Secretary (or other appropriate officer) of its good
standing or foreign qualification to the extent obtaining a certificate of good
standing or foreign qualification from the appropriate governmental authorities
would delay the Closing or result in an inordinate expense;

                  (f) Duly executed certificates of the Secretary or Assistant
Secretary (or other appropriate officer) of each of the Selling Entities
certifying as of the Closing Date as to the incumbency and signature of the
officers of the Selling Entities who have executed this Agreement and the
documents delivered at the Closing on behalf of the Selling Entities;

                  (g) A duly executed legal opinion of Balch & Bingham LLP, the
Selling Entities' legal counsel, as to the matters set forth on Exhibit F;

                  (h) The General Bill of Sale, duly executed by Intergraph;

                  (i) Assignments of the Intellectual Property, each dated the
Closing Date and duly executed by the applicable Selling Entities;

                  (j) The Cross-License Agreement, duly executed by the
applicable Selling Entities;

                  (k) Copies of any and all releases, termination statements and
other documents and instruments as are necessary to remove and release any Liens
which may encumber any of the Acquired Assets;

                  (l) The Closing Agreements, duly executed by the appropriate
Selling Entity;

                  (m) The Master Agreement, duly executed by the Selling
Entities; and


                                      -16-
<PAGE>
                  (n) Other documents or instruments as Bentley may reasonably
request.

         2.5 No Assumption of Liabilities. Notwithstanding anything in this
Agreement or otherwise to the contrary, none of Bentley or any of their
Affiliates, individually or collectively, shall be responsible for, or shall
assume or undertake to pay, perform, satisfy or discharge any liability or
obligation of the Selling Entities or any of their Affiliates other than the
Assumed Liabilities and those Transaction Taxes, if any, specified in Section
11.12. Without in any way limiting the foregoing, except for Assumed
Liabilities, Bentley shall assume no responsibility or liability for (a) any
liability (including any Environmental Liability) or other obligation of any
Selling Entity existing of the Closing Date or arising out of facts, events or
circumstances occurring or existing prior to the Closing Date, whether known or
unknown and whether or not disclosed in this Agreement or the Schedules; or (b)
any liability or obligation existing as of the Closing Date for vacation, sick
leave or paid time off and similar benefits for any Selling Entity employee; or
(c) any suit, action, litigation or proceeding against or affecting any Selling
Entity based upon any acts or omissions occurring or existing prior to the
Closing Date.

         2.6 Tax Allocation. The Consideration for the Acquired Assets plus the
amount of the Assumed Liabilities shall be allocated in accordance with their
respective fair market values and among the Selling Entities as set forth on
Schedule 2.6 hereto. The parties agree that such allocation shall be adopted by
them in preparing, and shall be reflected on, (i) any statements and any tax
returns required to be filed with any Federal, state or local taxing authority
or any foreign taxing authority and (ii) any invoice or other documentation
prepared with respect to Transaction Taxes.

         2.7 Consents. The parties will cooperate with each other in good faith
to timely obtain all Consents from any and all Tribunals and other Persons that
are required (i) for the consummation of the transactions contemplated by this
Agreement; and (ii) to prevent a breach of, a default, penalty or increase in
payment under, or a termination of any Contract being assumed by Bentley
hereunder. Except as provided in Section 11.4, the cost of obtaining such
Consents shall be borne by the party who is required to obtain such Consent
under the applicable Legislative Enactment or under the terms of the relevant
Contract; provided, however, that if the applicable Legislative Enactment does
not provide which party shall pay such costs, the costs shall be borne equally
by Bentley and Intergraph. The parties hereto agree to use their best efforts to
obtain such Consents in a cost effective and efficient manner.

         2.8 Non-Assignment of Third-Party License Agreements. Notwithstanding
anything to the contrary in this Agreement, to the extent that the transfer or
assignment of any third-party license agreement referred to in subclause (ii) of
the definition of "Acquired Assets" in Section 1.1 requires the consent,
approval or waiver of any third party, the Selling Entities shall obtain prior
to the Closing the consent, approval or waiver of such other party to such
assignment to Bentley to the extent the same are assignable. To the extent any
of the approvals, consents or waivers referred to above have not been obtained
by the Selling Entities as of the Closing, the Selling Entities' only obligation
with respect thereto shall be to use their reasonable efforts to:


                                      -17-
<PAGE>
                  (a) cooperate with Bentley in any reasonable and lawful
arrangements designed to provide the benefits of any unassigned third-party
license agreement to Bentley so long as Bentley fully cooperates with the
Selling Entities in such arrangements and promptly reimburses the Selling
Entities for payments, charges or other liabilities made or suffered by the
Selling Entities in connection therewith; and

                  (b) enforce, at the request of Bentley and at the expense and
for the account of Bentley, any rights of the Selling Entities arising from such
third-party license agreements against the other party or parties thereto
(including the right to elect to terminate any such agreement in accordance with
the terms thereof upon the written advice of Bentley).


                                  ARTICLE III

             REPRESENTATIONS AND WARRANTIES OF THE SELLING ENTITIES

         To induce Bentley to enter into this Agreement and to consummate the
transactions contemplated hereby, the Selling Entities, jointly and severally,
represent and warrant to Bentley as follows:

         3.1 Corporate Existence and Authority. Each Selling Entity is a
corporation or other legal entity duly organized, validly existing and to the
extent such a concept or a similar concept exists in the relevant jurisdiction,
in good standing under the laws of the state or other jurisdiction of its
incorporation or organization. Each Selling Entity has all requisite power and
authority to own and lease its properties and assets and to carry on its
business, as such business is being conducted currently. Each Selling Entity is
duly qualified and licensed to do business as a foreign corporation or entity
and is in good standing in all jurisdictions in which the nature of the Acquired
Assets requires it to be so qualified, except where the failure to so qualify
will not have a material adverse effect on any of the Acquired Assets.
Intergraph owns, directly or indirectly, a majority of the outstanding equity
and voting equity of each of the other Selling Entities.

         3.2 Authorization and Effect of Agreement, Etc. Each Affiliate of
Intergraph whose action is legally required to transfer to Bentley the Acquired
Assets in accordance with this Agreement is listed as a Selling Entity on the
signature pages hereof. Each Selling Entity has all requisite power and
authority to enter into, execute and deliver this Agreement and the other
agreements contemplated hereby and to perform its obligations hereunder and
thereunder and to consummate the respective transactions contemplated hereby and
thereby. The execution, delivery and performance of this Agreement by each of
the Selling Entities and the other agreements contemplated hereby and the
consummation by the Selling Entities of the transactions contemplated hereby and
thereby have been duly authorized by all corporate or other entity action. This
Agreement has been, and the other agreements contemplated hereby will be, duly
executed and delivered by and constitute, or when executed and delivered will
constitute, the valid and binding obligation of the Selling Entities,
enforceable in accordance with their respective terms, except that such
enforcement may be subject to bankruptcy, insolvency,


                                      -18-
<PAGE>
reorganization, moratorium or other similar Legislative Enactments now or
hereafter in effect relating to creditors' rights generally.

         3.3 No Violation. Except as set forth on Schedule 3.3, neither the
execution, delivery or performance by any of the Selling Entities of this
Agreement or of any other agreement contemplated hereby, nor the consummation by
any of the Selling Entities of any of the transactions contemplated hereby or
thereby in accordance with the terms hereof or thereof does or will (with the
passage of time, the giving of notice or otherwise), (a) violate or conflict
with any provision of the Certificate of Incorporation or Bylaws or other
organic document of such Selling Entity; (b) violate, conflict with, modify or
cause any default under or acceleration of (or give any party any right to
declare any default or acceleration, upon notice or passage of time or otherwise
with respect to), in whole or in part, any Contract to which such Selling Entity
or any of the Acquired Assets is bound; (c) violate, conflict with or cause any
default under (or give any party any right to declare any default, upon notice
or passage of time or otherwise, under) any Legislative Enactments, Official
Actions or any other restriction of any kind or character by which the Selling
Entities or any of their properties or any of the Acquired Assets is bound; (d)
result in the creation or imposition of any Lien, proscription or restriction on
any of the Acquired Assets; or (e) to the best knowledge of the Selling
Entities, permit any Tribunal to impose any material restrictions or limitations
of any nature on the Selling Entities or their properties or activities.

         3.4 Consents.

                  (a) Intergraph has fully complied with the requirements of the
HSR Act and the documents filed by it pursuant to the HSR Act adequately respond
to its requirements. Except as set forth in Schedule 3.4(a), no other Consent
of, or registration, declaration or filing with, or permit from, any Tribunal,
lessor, lender or any other Person is required to be made or obtained by any of
the Selling Entities in connection with the execution, delivery and performance
by any of the Selling Entities of this Agreement or the other agreements
contemplated hereby or the consummation of the transactions contemplated hereby
or thereby in accordance with the terms hereof and thereof.

                  (b) After the Closing, except as set forth on Schedule 3.4(b),
Bentley shall have the unrestricted right to own, use, license, operate and
sell, directly or indirectly, through distributors, resellers or others, all or
any of the Acquired Assets without the payment of any royalty, license or other
fee to any Person, including without limitation any transfer fee, relicensing
fee or other fee with respect to Software to be transferred or assigned.

         3.5 General Warranty. All written statements, certificates or documents
furnished by any Selling Entity in accordance with this Agreement, taken as a
whole, are true, complete and correct in all material respects and do not
contain any untrue statement of a material fact or omit to state any material
fact necessary in order to make the statements contained herein or therein, in
light of the circumstances under which they were made, not misleading.


                                      -19-
<PAGE>
         3.6 Challenges To This Agreement. No suit, action, proceeding or
investigation against any Selling Entity challenging this Agreement or any of
the transactions contemplated hereby or claiming damages in connection with this
Agreement or any of the transactions contemplated hereby has been instituted or,
to the knowledge of the Selling Entities, threatened.

         3.7 Financial Information. The financial information listed on Schedule
3.7 fairly and accurately presents in all material respects the license and
maintenance revenues (net of third party costs and not including any
MicroStation revenues) for the Civil, Raster and Plotting products for the year
ended December 31, 1999 and for the six months ended June 30, 2000.

         3.8 Customer Discounts. Except as set forth on Schedule 3.8, since
January 1, 2000, no Selling Entity has provided any of the Civil, Raster or
Plotting products or services relating thereto at discounted rates or free of
charge to any customer as a rebate, discount, advance or allowance, except in
the ordinary course of business, consistent with past practices for these
products.

         3.9 Absence of Changes. Except as set forth in Schedule 3.9, since
January 1, 1999, there has not been, occurred or arisen any change in, or any
event (including without limitation any damage, destruction or loss, whether or
not covered by insurance), condition or state of facts of any character that
individually or in the aggregate has or may be expected to have a material
adverse effect on any of the Acquired Assets. Since January 1, 2000, except as
set forth in Schedule 3.9, no Selling Entity has taken or failed to take any
action the taking of which or failure of which to take, as the case may be,
would have violated any of the provisions of Sections 5.2 or 5.3 if they had
then been applicable to the Acquired Assets.

         3.10 Taxes. Except as otherwise disclosed in Schedule 3.10, and except
for any Taxes which may be contested in good faith by any Selling Entity, each
Selling Entity has paid or will pay on the due date all Taxes owing by it
(whether or not shown on any Tax Return), which are due and payable on or before
the Closing Date. There are no Liens for Taxes upon any of the Acquired Assets.

         3.11 Disputes and Litigation. Except as set forth in Schedule 3.11,
there is not existing or pending or, to the best knowledge of the Selling
Entities, threatened, any suit, action, litigation, proceeding, investigation,
claim, complaint or accusation affecting or against any of the Selling Entities
with respect to any of the Acquired Assets (including, without limitation, any
complaints, claims or accusations relating to infringement of any Intellectual
Property included in the Acquired Assets).

         3.12 Environmental Matters. To the best knowledge of the Selling
Entities, each Selling Entity is and has always been in compliance with all
Environmental Laws in respect of the Acquired Assets. Except as set forth in
Schedule 3.12, no Selling Entity has ever received any complaint, order,
citation or notice, public or private, with respect to any possible violation of
the Environmental Laws or obligation or liability thereunder related to any of
the Acquired Assets. No Hazardous Substance has ever been stored, discharged,
emitted, released or disposed of by or on behalf of, or at the direction of any
Selling Entity in connection with the operation,


                                      -20-
<PAGE>
sale or licensing of any of the Acquired Assets, except in compliance with
applicable Environmental Laws.

         3.13 Millennium Compliance. Except as set forth in Schedule 3.13, all
Intellectual Property included within the Acquired Assets is "Millennium
Compliant."

         3.14 Certain Relationships. No Affiliate of Intergraph, other than the
Selling Entities, holds any assets included in the Acquired Assets. No officer
or director of any Selling Entity (or any relative of any such director or
officer) has any material business or other relationship (as creditor, lessor,
lessee, supplier, dealer, distributor, franchisee, customer or otherwise) with
the Selling Entities with respect to any of the Acquired Assets. To the best
knowledge of the Selling Entities, none of the Selling Entities or any of their
respective Affiliates, directors or officers has, directly or indirectly, given
or agreed to give any improper gift or similar benefit to any creditor, lessor,
lessee, supplier, dealer, distributor, franchisee, customer, competitor or
governmental employee or official (domestic or foreign) the absence or
discontinuation of which could have had a material adverse effect on the
Acquired Assets.

         3.15 Title to Properties and Absence of Liens; Sufficiency of Assets.
Each of the Selling Entities has good title or valid leasehold title to the
Acquired Assets which it is conveying hereunder, subject to no Liens except as
disclosed in Schedule 3.15, all of which will be terminated, released or removed
prior to the Closing, and subject to no rights of any third parties to license,
relicense or sell any of the Acquired Assets except as disclosed in Schedule
3.15. Other than the Acquired Assets, no material tangible computer equipment
and peripherals are used primarily in connection with the business of
developing, selling, licensing and maintaining the Civil, Raster and Plotting
products or are necessary for the use thereof.

         3.16 Compliance with Law. To the best knowledge of the Selling
Entities, each of the Selling Entities (a) has complied with all Legislative
Enactments applicable to the Acquired Assets, and (b) has duly and timely made
all filings and submissions that are required by Legislative Enactments to be
made with respect to the Acquired Assets.

         3.17 Contracts. Schedule 3.17 sets forth a true, complete and correct
list, of the following (true, complete and correct copies, or if none, written
descriptions, of which have been provided or made available to Bentley, together
with all exhibits, amendments or modifications thereto):

                  (a) All Contracts, including without limitation, all
Maintenance Agreements, relating to any obligations or liabilities to be assumed
by Bentley as part of the Assumed Liabilities;

                  (b) All Contracts pursuant to which any Selling Entity may
have delivered to another Person, or granted or agreed to grant (whether or not
any requirement such as the giving of notice, the lapse of time or the happening
of any further condition, event or act has been satisfied) to another Person the
rights to obtain, any source code to any Software relating to the


                                      -21-
<PAGE>
Civil, Raster or Plotting products of the Selling Entities including, without
limitation, any software escrow Contracts;

                  (c) All Contracts pursuant to which any Selling Entity may
have delivered to another Person, or granted or agreed to grant (whether or not
any requirement such as the giving of notice, the lapse of time or the happening
of any further condition, event or act has been satisfied) to another Person the
rights to obtain, any Software "keys" allowing access to additional modules or
programs of any Software relating to the Civil, Raster or Plotting products;

                  (d) All performance bonds posted by any Selling Entity in
connection with the Civil, Raster or Plotting products;

                  (e) All Maintenance Agreements which expire after the
Expiration Date (as defined in Section 7.1);

                  (f) All Maintenance Agreements or other Contracts which
obligate any of the Selling Entities to warranty periods longer than 90 days or
which obligate any of the Selling Entities to provide services or products
beyond the ordinary and customary scope of such Selling Entity's standard form
of Maintenance Agreement; and

                  (g) Any obligations under any Contracts included in the
Assumed Liabilities relating to periods before the Closing Date which will not
be completed as of the Closing Date.

         Except to the extent indicated on Schedule 3.17, all Persons to which
any of the Selling Entities has granted a license with respect to the Software
have accepted the Software under the terms of the applicable Contract.

         3.18 Employees.

                  (a) Intergraph has previously provided to Bentley a true,
complete and correct list of each employee, consultant and independent
contractor of each of the Selling Entities whose primary function relates to the
Civil, Raster or Plotting products, together with each such Person's name, job
title, and duration of employment with such Selling Entity. Bentley and
Intergraph have agreed upon which of those employees Bentley has or will offer
employment as of the Closing Date (collectively, the "Transferred Employees"). A
list of the Transferred Employees is contained in Schedule 3.18(a). The Selling
Entities have provided a written list to Bentley detailing the current annual
compensation or hourly rate and amounts in form of special fringe benefits for
each of the Transferred Employees. Each of the Selling Entities with respect to
the Transferred Employees, (i) is in compliance with all applicable Legislative
Enactments and Official Actions regarding employment, wages and hours and (ii)
is not engaged in any unfair labor practice or discriminatory employment
practice. Except as set forth on Schedule 3.18(a), no Transferred Employee is
subject to any Non-Compete Covenant with the Selling Entities that will be in
effect following the Closing or, to the best knowledge of the Selling Entities,
any third party. Except as set forth on Schedule 3.18(a), no lawsuit or
complaint against the Selling Entities with respect to any Transferred Employees
has been filed or, to the best knowledge of the Selling Entities, is threatened
to be filed, with or by the National Labor Relations Board, the


                                      -22-
<PAGE>
Equal Employment Opportunity Commission or any other Tribunal that regulates
labor or employment practices, and there is no grievance filed or, to the best
knowledge of the Selling Entities, threatened to be filed, against any of the
Selling Entities by any Transferred Employee pursuant to any collective
bargaining or other employment agreement. To the best knowledge of the Selling
Entities, no Transferred Employee will terminate his employment or cease to do
business with Bentley after consummation of the transactions contemplated by
this Agreement There are no material controversies pending or threatened between
the Selling Entities and any of Transferred Employees. Except as set forth in
Schedule 3.18(a), no Selling Entity has been a party to any Contract with any
union, labor organization or collective bargaining unit with respect to any of
the Transferred Employees. No union organizing or election activities involving
any Transferred Employees of the Selling Entities are in progress or, to the
best knowledge of the Selling Entities, threatened.

                  (b) All payments due from any Selling Entity on account of
employer's social security contributions and employee health and welfare
insurance under applicable Legislative Enactments with respect to the
Transferred Employees in respect of years and periods (and portions thereof)
ended on or prior to the Closing Date were paid or accrued prior to the Closing
Date.

                  (c) All severance payments, if any, which as of the Closing
Date would be payable by any Selling Entity with respect to any of the
Transferred Employees under the terms of any oral or written agreement or
commitment, have been or will be paid within thirty days after the Closing Date.
No Selling Entity has made any payments, or is or will become obligated to make
any payments to any Person as a result of the transactions contemplated by this
Agreement which could result in "excess parachute payments" (as defined in
Section 280G(b) of the Code) to any such Person.

                  (d) Each Selling Entity has withheld proper amounts from the
Transferred Employees (all of which have been timely remitted to the appropriate
Tax authority) and has timely filed or will timely file all Tax Returns with
respect to employee income Tax withholding and social security and unemployment
Taxes, all in compliance with the Tax withholding provisions of the Code and
other applicable Legislative Enactments.

                  (e) Through the Closing Date, the Selling Entities shall have
taken all necessary actions (if any) to comply with the WARN Act, to the extent
any of them is subject to such act, and the Selling Entities shall not have any
disclosure or announcement obligations under the WARN Act. As of the date
hereof, and in reliance upon the covenant of Bentley in Section 6.3 hereof, the
Selling Entities do not contemplate any "plant closing" or "employee layoff," as
such terms are used in the WARN Act, with respect to any of their respective
employees whose primary function relate to the Acquired Assets.

                  (f) Schedule 3.18(f) sets forth a true, complete and correct
list of all employment and other agreements to which any Selling Entity is a
party with respect to any of the Transferred Employees.


                                      -23-
<PAGE>
                  (g) No Selling Entity has made any representations or
warranties or any other statements or communications regarding Bentley's right,
ability, plan or intention to dismiss any employee, consultant or independent
contractor or the terms and conditions upon which any such Person will be
employed or engaged by Bentley, other than statements regarding the terms and
conditions of employment or engagement based on information provided in writing
by Bentley.

         3.19 Employee Benefit Matters.

                  (a) Schedule 3.19(a) indicates therein each and every
"employee welfare benefit plan" (as defined in Section 3(1) of ERISA)
maintained, contributed to or to which contributions are required to be made by
Intergraph or any of its Affiliates with respect to the Transferred Employees
either presently or within the previous 12-month period, or any such plan to
which Intergraph or any of its Affiliates contributes, is required to contribute
or has contributed (such plans being hereinafter collectively referred to as the
"Employee Welfare Benefit Plans"). Intergraph has delivered to Bentley true,
complete and correct copies of each and every Employee Welfare Benefit Plan,
together with all documents and instruments establishing or constituting any
related trust, annuity contract or other funding instrument, and including any
summary plan descriptions or substantive communication to employees concerning
the establishment, operation or termination of any such plan.


                  (b) Schedule 3.19(b) indicates therein each and every
"employee pension benefit plan" (as defined in Section 3(2) of ERISA)
maintained, contributed to or to which contributions are required to be made by
Intergraph or any of its Affiliates with respect to the Transferred Employees
either presently or within the previous 12 months, including any Multiemployer
Pension Plan (as defined in either Section 3(37) or Section 4001(a)(3) of ERISA)
(such employee benefit plans being hereinafter collectively referred to as the
"Employee Pension Benefit Plans"). Intergraph has delivered to Bentley true,
complete and correct copies of each and every such Employee Pension Benefit
Plan, together with such copies of all documents or instruments establishing or
constituting any related trust, annuity contract or other funding instruments,
and including any summary plan descriptions or substantive description or
communication concerning such plan to employees or participants therein.


                  (c) Schedule 3.19(c) indicates therein each and every stock
option plan, pension plan, collective bargaining agreement, bonus, incentive
award, vacation pay, severance pay or any other material personnel policy,
employee benefit plan arrangement, agreement or understanding which Intergraph
or any of its Affiliates presently maintains or has maintained in the previous
12-month period or to which Intergraph or any of its Affiliates contributes or
has contributed in such period, or has been required to contribute in such
period, with respect to the Transferred Employees, and which is not required to
be listed on Schedule 3.19(a) or 3.19(b) (including with respect to any plans
which are unwritten, a detailed written description of eligibility,
participation, benefits, funding arrangements, assets and any other matters
which relate to the obligations of Intergraph or its Affiliates). Intergraph has
delivered to Bentley a true, complete and correct copy of each such plan
together with copies of all documents or instruments


                                      -24-
<PAGE>
establishing or constituting any related trust, annuity contract or other
funding instruments, and including any substantive communication to employees or
participants concerning such plans.


                  (d) Except as contemplated by Sections 5.9(e), (f) and (g),
neither Bentley nor any of its Affiliates will have any liability of whatever
nature or kind including with respect to the establishment, maintenance,
operation or termination of any employee benefit plan, practice or program,
including any Employee Welfare Benefit Plan, Employee Pension Benefit Plan or
other plan described in paragraph (c) above, by reason of Bentley's acquisition
of the Acquired Assets, including any liability to the PBGC, any employee
benefit plan, the trustee of any employee benefit plan or any employee or
participant or any other corporation, individual, trust, entity or government
agency.


                  (e) Neither Bentley nor any of its Affiliates will have any
obligation to maintain any medical benefit plans, programs or practices, nor to
allow any individual, whether an employee, participant, former employee or
beneficiary of one of the foregoing, to participate in any health care plan, by
reason of the health care continuation requirements of COBRA, except with
respect to those individuals who actually become employees of Bentley or its
Affiliates, and thereafter an event occurs entitling the employee, or some
person related to the employee, to such health care continuation coverage by
reason of an employee's employment with Bentley and participation in Bentley's
medical benefit plans.


         3.20 Compliance with Export Laws. Each Selling Entity currently holds
and is in compliance with the export licenses listed with respect to such Person
in Schedule 3.20; such export licenses are the only export license documents
issued with respect to the Acquired Assets as of the date hereof. Each Selling
Entity is also in compliance with the general export licenses it relies upon
with respect to the Acquired Assets.

         3.21 Inventories. All of the inventories included in the Acquired
Assets were purchased or acquired in the ordinary course of business, consistent
with past practices, and are in good condition.

         3.22 Intellectual Property.

                  (a) Schedule 3.22(a), together with Schedule 3.23(a), sets
forth a true, complete and correct list of all items of Intellectual Property
(i) which are owned by a Selling Entity, and (ii) which comprise a part of the
Acquired Assets (the "Owned IP"). Except as expressly disclosed in Schedule
3.22(a), all patents, trademark registrations and copyright registrations which
are part of the Owned IP are in good standing, have been validly prosecuted or
issued, are subsisting, and are in full force and effect in accordance with
their terms.

                  (b) Schedule 3.22(b), together with Schedule 3.23(b), sets
forth a true, complete and correct list of all items of Intellectual Property
(i) which no Selling Entity owns, but in which a Selling Entity has a right or
rights (by license or otherwise) and (ii) which also comprise a part


                                      -25-
<PAGE>
of the Acquired Assets (the "Non-Owned IP"). The right of the Selling Entities
and/or Bentley to use the Non-Owned IP is governed under the license agreements
or other Contracts listed on Schedules 3.22(b) and 3.23(b).

                  (c) To the best of the Selling Entities' knowledge, the
development, license, use, sale, distribution, modification and exploitation of
the Owned IP by the Selling Entities, and the use of the Non-Owned IP by the
Selling Entities have not infringed on or otherwise violated the rights of any
other Person or constituted an unlawful disclosure, use or misappropriation of
the right or rights of any other Person. The continued and future license, use,
sale and distribution of the Owned IP by Bentley and its agents, representatives
or Affiliates from and after the Closing in a manner which is identical to the
license, use, sale and distribution by the Selling Entities prior to the
Closing, and the continued and future use of the Non-Owned IP by Bentley and its
agents, representatives or Affiliates from and after the Closing in a manner
which is identical to the use by the Selling Entities prior to the Closing,
shall not constitute an infringement or other violation of the rights of any
other Person or constitute an unlawful disclosure, use or misappropriation of
the right or rights of any other Person. No Selling Entity is in material
violation of, or in default under, any Contract or other legal requirement
relating to the Owned IP and the Non-Owned IP.

                  (d) To the best of the Selling Entities' knowledge, there is
(i) no suit, action, complaint, proceeding, opposition, petition to cancel,
interference, re-examination or audit pending or threatened with respect to,
(ii) no presently existing factual basis that is reasonably likely to result in
any suit, action, complaint, proceeding or formal audit contesting, and (iii) no
outstanding Official Action concerning, any of (A) the Owned IP or the Non-Owned
IP, (B) any right of the Selling Entities to develop, license, use, offer to
sell, sell, reproduce, display, perform, transmit, reduce to practice,
distribute modify or otherwise exploit the Owned IP or (C) any right under a
Contract or any other right of the Selling Entities to use the Non-Owned IP.

                  (e) Except as set forth on Schedule 3.22(e), to the best
knowledge of the Selling Entities, the Selling Entities have the exclusive
right, which is non-terminable and not subject to expiration or revocation, to
develop, license, control or regulate the use of, make, offer to sell, sell,
have made, have used, perform, transmit, reproduce, copy, have sold, distribute,
modify and otherwise exploit (and authorize others to exploit), transfer or
assign as the exclusive owner or author the Owned IP without any valid legal or
equitable claim by, or payment or other obligation owing to, or Consent from,
any Person, and Bentley will acquire at the Closing all of such rights in the
Owned IP at least on the same basis and geographic scope as that enjoyed by the
Selling Entities immediately prior to the Closing, without any diminution or
alteration as a result of the Closing.

                  (f) Except as set forth on Schedule 3.22(f) (and subject to
the express terms of those Contracts which are listed in Schedules 3.22(b) and
3.23(b) to the extent that true and complete copies have been provided to
Bentley), the Selling Entities have the right, which is non-terminable and not
subject to expiration or revocation, to use the Non-Owned IP without any valid
legal or equitable claim by, or payment or other obligation owing to, any other
Person, and Bentley will acquire at the Closing all of such rights on the same
basis as that enjoyed by the Selling Entities immediately prior to the Closing,
without any diminution or alteration as a result


                                      -26-
<PAGE>
thereof. Schedule 3.22(f) sets forth a true and complete list of all Consents
required to permit Bentley to make, license, use, have sold, have made, have
used, perform, display, transmit, reproduce, make derivative works of, sell,
distribute, modify and otherwise exploit (and authorize others to exploit),
transfer or assign the Non-Owned IP on the same basis as that enjoyed by the
Selling Entities immediately prior to the Closing, without any diminution or
alteration as a result thereof (except with respect to Software which may have
been installed by a Transferred Employee without Intergraph's authorization on
an individual personal computer included in the Acquired Assets which Software
is not material to the Acquired Assets).

                  (g) Except as set forth on Schedule 3.22(g), the rights to
develop, make, license, use, have sold, have made, have used, perform, copy,
make derivative works of, sell, distribute, modify and exploit the Owned IP held
by Bentley immediately after the Closing and the consummation of the
transactions contemplated by this Agreement will be the same rights to develop,
make, license, use, sell, have sold, have made, have used, perform, display,
transmit, reproduce, make derivative works of, distribute, modify and exploit
the Owned IP held by the Selling Entities immediately prior to the Closing and
consummation of the transactions contemplated by this Agreement, without any
diminution or alteration as a result of the Closing or the consummation of any
of the transactions contemplated by this Agreement.

                  (h) Except (i) with respect to rights under the agreements
entered into pursuant to this Agreement, or (ii) as set forth in Schedule
3.22(h) or in Schedule 3.17, to the best knowledge of the Selling Entities, the
Selling Entities have not granted or obligated themselves to grant to any Person
any license, option or other right to develop, make, license, sell, have sold,
have made, have used, perform, copy, make derivative works of, distribute or
modify in any manner any of the Owned IP, whether or not requiring payment to
the Selling Entities. No Person has asserted any right to develop, make,
license, use, sell, have sold, have made, have used, perform, copy, make
derivative works of, distribute, modify or otherwise exploit the Owned IP except
in accordance with a license or other Contract described on Schedule 3.23(h) or
Schedule 3.17, or offered to grant any Selling Entity a license or any other
right of use with respect to the Owned IP. No Selling Entity has any obligation
to compensate any Person for any development, license, use, sale, distribution,
modification or other proprietary right of any of the Owned IP, except as set
forth on Schedule 3.17. No consent, approval, or authorization of or by any
other Person will be required after the Closing either (i) for Bentley to
develop, license, make, use, sell, have sold, have made, have used, perform,
copy, make derivative works of, distribute, modify or exploit any of the Owned
IP or (ii) for Bentley to use the Non-Owned IP. To the best knowledge of the
Selling Entities, no Person has or shall have any right to terminate or revoke
any grant to or other acquisition by any Selling Entity of any right to develop,
license, make, use, sell, have sold, have made, have used, perform, copy, make
derivative works of, distribute, modify, or exploit any of the Owned IP. None of
the Owned IP was developed as part of the performance of any obligation for any
Tribunal, or any other Person which would require the taking of any action,
whether or not actually taken, in order for all rights to the Owned IP to become
vested in, or retained by, any Selling Entity. Other than the Owned IP and the
rights of any Selling Entity in the Non-Owned IP, except as set forth in
Schedule 3.22(h), no material Intellectual Property right is used in connection
with the Civil, Raster or Plotting products or is necessary for the use thereof.


                                      -27-
<PAGE>
                  (i) Schedule 3.22(i) sets forth a true, complete and accurate
list of all patents, patent applications, provisional applications, trademark
registrations, applications for trademark registration, copyright registrations,
applications for copyright registration and other registrations of and
applications to register Owned IP by or for any Selling Entity with any
government or governmental instrumentality, and lists such items by country,
name, registration/application number, status and any pending actions. All such
patents and any such registrations are in good standing, have been validly
prosecuted or issued, are subsisting, and are in full force and effect in
accordance with their terms. To the best knowledge of the Selling Entities, no
Person other than a Selling Entity has either applied for any patent or
registered any claim to copyright with respect to any part of the Owned
Software. The Selling Entities have taken sufficient measures to protect their
Owned IP and Non-Owned IP and perfect the chain of title for the Owned IP such
that Bentley may file and record, with the appropriate government agencies,
applications for patent, trademark and/or copyright protection for Owned IP for
which there is no current corresponding patent or registration.

                  (j) Except as set forth in Schedule 3.11 and to the best
knowledge of the Selling Entities, (i) none of the Owned IP has been infringed
by any other Person and none is threatened, and (ii) none of the Owned IP is
being used by any other Person except pursuant to a license agreement or other
Contract as set forth in Schedule 3.22(h).

         3.23 Software.

                  (a) Schedule 1.1(c) sets forth a true, complete and correct
list of all items of Software (i) which are owned by a Selling Entity and (ii)
which comprise a part of the Acquired Assets (the "Owned Software"). The Owned
Software shall include without limitation all earlier or predecessor versions of
any of such Software (whether or not released, distributed or sunsetted) if and
to the extent that such can be identified.

                  (b) Schedule 3.23(b) sets forth a true, complete and correct
list of all items of Software (i) which is not owned by any Selling Entity but
in which a Selling Entity has a right or rights (by license or otherwise) and
(ii) which also comprise a part of the Acquired Assets (the "Non-Owned
Software"). The right of the Selling Entities to use the Non-Owned Software is
under the assignments or other Contracts listed in Schedule 3.23(b). To the best
knowledge of the Selling Entities, the use by Bentley of the Non-Owned Software
will not constitute an infringement or other violation of the rights of any
other Person or constitute an unlawful disclosure, use or misappropriation of
the right or rights of any other Person. No rights of any third party not
previously obtained are necessary to use, market, license, sell, modify, update,
and/or create derivative works for any Non-Owned Software as to which the
Selling Entities takes any such action in their business as currently conducted.

                  (c) All Owned Software is free from material defects in
programming and operation and performs in accordance with all normal industry
expectations for quality and relevant HELP files and published user manuals
therefor and in accordance with all technical, promotional and other written
material used or provided to any Person in connection with the Owned Software.
With respect to all Owned Software, the Selling Entities maintain
machine-readable master-reproducible copies, reasonably complete technical
documentation and/or user


                                      -28-
<PAGE>
manuals for the most current releases or versions thereof and for all earlier
releases or versions thereof currently being supported by the Selling Entities;
and such software can be maintained and modified by reasonable competent
programmers familiar with such language, hardware and operating systems.

                  (d) Each of the Selling Entities has performed all obligations
imposed upon it by any Contract with regard to the Software which are required
to be performed by it on or prior to the date hereof, and no Selling Entity or,
to the best knowledge of the Selling Entities, any other party, is in breach of
or default thereunder in any respect, nor to the best knowledge of the Selling
Entities, is there any event which with notice or lapse of time or both would
constitute a default thereunder.

                  (e) For purposes of this section, the word "accepted" shall
mean that all deliverables owed to a licensee have been delivered and licensee
has either (i) no entitlement to any further acceptance period, trial, testing
period or the like, (ii) completed all applicable testing processes and accepted
the deliverables, or (iii) any and all applicable acceptance or testing periods
have expired according to their terms so that the recognition of revenue
resulting from such contracts is not contingent upon the conclusion of such
activities.

                  (f) To the best knowledge of the Selling Entities, no Software
comprising a part of the Acquired Assets (i) contains any coded instructions,
anti-circumvention measures, routine, or other means (including but not limited
to any back door) that would enable any person or computer system, including
authorized or unauthorized users, to bypass any log-in and/or any security
feature of the Software or any computer on which the Software is installed; (ii)
contains any coded instructions, anti-circumvention measures, routine or other
means (including but not limited to any time bomb or drop dead device) that,
when activated in accordance with a predetermined method, date, or event, causes
the Software to cease to operate, to operate in a degraded manner, to damage or
destroy data or code, or otherwise deleteriously affect the functioning of the
Software, other programs, or the computer systems on which the Software is
installed or with which such computer systems are in communication (except
demonstration versions or copies of Software which cease to function at a
predetermined date if not purchased or if other similar action is not taken);
(iii) contains any coded instructions, anti-circumvention measures, routine or
other means that causes the Software, other software, or the computer system on
which the Software is installed to perform an unauthorized function or to
operate in an unauthorized manner; or (iv) contains any coded instructions,
anti-circumvention measures, routine or other means (including any virus, trojan
horse, or worm) that disables, erases, or otherwise harms software, hardware or
data or otherwise causes such actions.

         3.24 Development and Protection of the Owned IP.

                  (a) The Owned IP (except for patents) consists exclusively of
"works made for hire" as that term is used in Title 17 of the United States
Code, and a Selling Entity is considered the author of each of such works. The
Selling Entities have obtained from all appropriate Persons duly authorized and
validly executed assignments of all patents included in the Owned IP that were
not invented, created or originally developed by the Selling Entities. Except as
set forth on Schedule 3.24(a), the Owned IP was developed entirely by (i) full
time employees of a


                                      -29-
<PAGE>
Selling Entity working within the scope of their employment within the meaning
of 17 USC Section 101 during the period (for each such person, the employee's
"Engagement Period") in which either (I) (A) he or she was a full time employee
of a Selling Entity, (B) he or she was employed only by a Selling Entity and (C)
he or she was expressly employed for the purpose of or his written job
description in the employment of a Selling Entity at the time of such actions
included as a primary duty the development of part of the Owned IP or (II) he
was subject to a valid and enforceable written Contract which assigned to such
Selling Entity ownership of the work or works produced, including, without
limitation, all intellectual property rights therein (such employee, solely when
meeting all of these criteria, referred to as a "Developer"), or (ii)
independent contractors or consultants engaged by a Selling Entity which have
assigned in writing to such Selling Entity their entire right, title, and
interest in and to the work or works produced, including without limitation all
intellectual property rights therein pursuant to a valid and enforceable written
Contract (such contractor or consultant meeting these criteria also referred to
as a "Developer"). Except as set forth in Schedule 3.24(a), no material Owned IP
includes any Intellectual Property in which any Person other than a Selling
Entity have or may acquire any right of ownership, control or compensation, any
invention made by any employee of a Selling Entity who was not hired to invent
at any time other than during the employee's Engagement Period or any
independent contractor or consultant engaged by a Selling Entity who is not
subject to one of the Contracts referred to in this Section 3.24(a)(ii), or the
product of any effort to develop independently, through a "clean room" effort or
otherwise, an expression in which any Person other than a Selling Entity has
intellectual property rights. None of the Owned IP is the product of a joint
invention or authorship by a Developer and any Person who is not also a
Developer. To the best knowledge of the Selling Entities, no right of any Person
other than a Selling Entity to any patent, patent application, trademark or
copyright is embodied in any of the Owned Software, except as set forth on
Schedule 3.24(a).

                  (b) The Selling Entities have taken appropriate measures to
(i) protect and obtain (but not register) copyrights and (ii) protect for the
sole use and benefit of the Selling Entities the confidential and proprietary
nature of the trade secrets, source code, object code and access codes for the
Owned Software. Except as set forth in Schedule 3.24(b), each Person, including
without limitation employees, agents, consultants, distributors and licensees of
a Selling Entity, who has had access to or otherwise been exposed to such
Software or trade secrets related thereto (including without limitation any of
the source code for the Owned Software) has been advised of the confidential and
proprietary nature thereof and any such agent, consultant, distributor or
licensee has been required to enter into a written agreement with a Selling
Entity acknowledging and agreeing that (i) the Owned IP is and shall remain the
sole and exclusive property of, and may be confidential to, such Selling Entity,
and (ii) the Owned IP is not to be used or disclosed to any Person other than as
specifically authorized by such Selling Entity. Each of the Contracts referred
to in Section 3.24(b) and the Contracts referred to in Section 3.24(a)(i) was
and is in full force and effect, and constitutes the legal, valid and binding
obligation of each Selling Entity which is a party thereto and, to the best
knowledge of the Selling Entities, each other Person which is a party thereto,
enforceable in accordance with its terms, except that such enforcement may be
subject to bankruptcy, insolvency, reorganization, moratorium or other similar
laws now or hereafter in effect relating to creditors' rights generally and that
the remedy of specific performance and injunctive relief may be subject to
equitable defenses and to the discretion of


                                      -30-
<PAGE>
the court before which any proceeding may be brought. Each Selling Entity has
kept all of the Trade Secrets relating to the Software, including without
limitation all of the source code for the Owned Software, strictly confidential
and secret. Such Trade Secrets are not and have not been a part of the public
knowledge or literature. No Selling Entity has disclosed, divulged or otherwise
provided access to any part of the source code, object code or access codes for
the Owned Software other than to Persons which have entered into written
confidentiality agreements with the appropriate Selling Entity or who have a
confidential relationship with the Selling Entity or a duty to keep such source
code for the Owned Software confidential. To the best knowledge of the Selling
Entities, no Person which is a party to such a confidentiality agreement or has
a confidential relationship with any Selling Entity is in violation of, or in
default under, any term or provision of such Contract which relates to the Owned
IP.

         3.25 Brokers. None of the Selling Entities has authorized any Person to
act as a broker or finder or in any similar capacity in connection with this
Agreement or the transactions contemplated hereby in such a manner as to give
rise to a valid claim against Bentley for any brokers' or finders' fees or
similar fees or expenses.


                                   ARTICLE IV

                    REPRESENTATIONS AND WARRANTIES OF BENTLEY

         To induce the Selling Entities to enter into this Agreement and to
consummate the transactions contemplated hereby, Bentley represents and warrants
to the Selling Entities as set forth in this Article IV.

         4.1 Corporate Existence and Authority. Bentley is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Delaware. Bentley has all requisite power and all requisite franchises,
licenses, permits and authority to own and lease its properties and assets and
to carry on its business, as such business has been conducted and is being
conducted currently.

         4.2 Authorization and Effect of Agreement, Etc. Bentley has all
requisite power and authority to enter into, execute and deliver this Agreement
and the other agreements contemplated hereby and to perform its obligations
hereunder and thereunder and to consummate the respective transactions
contemplated hereby and thereby. The execution, delivery and performance of this
Agreement by Bentley and the other agreements contemplated hereby and the
consummation by Bentley of the transactions contemplated hereby and thereby have
been duly authorized by all corporate action. This Agreement has been, and the
other agreements contemplated hereby will be, duly executed and delivered by
Bentley and constitutes, or when executed and delivered will constitute, the
valid and binding obligation of Bentley, enforceable in accordance with their
respective terms, except that such enforcement may be subject to bankruptcy,
insolvency, reorganization, moratorium or other similar laws now or hereafter in
effect relating to creditors' rights generally.


                                      -31-
<PAGE>
         4.3 No Violation. Neither the execution, delivery or performance by
Bentley of this Agreement or any other agreement contemplated hereby, nor the
consummation by Bentley of any of the transactions contemplated hereby or
thereby in accordance with the terms hereof or thereof, does or will (with the
passage of time, the giving of notice or otherwise): (a) violate or conflict
with any provision of the Certificate of Incorporation or Bylaws of Bentley; (b)
violate, conflict with, modify or cause any default under or acceleration of (or
give any party any right to declare any default or acceleration, upon notice or
passage of time or otherwise, with respect to), in whole or in part, any Lien or
Contract to which Bentley is a party or by which Bentley or any of its
properties are bound; (c) violate, conflict with or cause any default under (or
give any party any right to declare any default, upon notice or passage of time
or otherwise, under) any Legislative Enactments or any other restriction of any
kind or character to which Bentley is a party or by which Bentley or any of its
properties is bound; or (d) to the best knowledge of Bentley, any Tribunal to
impose any restrictions or limitations of any nature on Bentley or its
properties or activities.

         4.4 Consents. Bentley has fully complied with the requirements of the
HSR Act and the documents filed by it pursuant to the HSR Act adequately respond
to its requirements. No other Consent of, or registration, declaration or filing
with, or permit from, any Tribunal, lessor, lender or any other Person is
required to be made or obtained by Bentley in connection with the execution,
delivery and performance by Bentley of this Agreement or the other agreements
contemplated hereby or the consummation of the transactions contemplated hereby
or thereby in accordance with the terms hereof and thereof.

         4.5 Challenges To This Agreement. No suit, action, proceeding or
investigation against Bentley challenging this Agreement or any of the
transactions contemplated hereby or claiming damages in connection with this
Agreement or any of the transactions contemplated hereby has been instituted or,
to the knowledge of Bentley, threatened.

         4.6 Brokers. Bentley has not authorized any Person to act as a broker
or finder or in any similar capacity in connection with this Agreement or the
transactions contemplated hereby in such a manner as to give rise to a valid
claim against any Selling Entity for any brokers' or finders' fees or similar
fees or expenses.


                                   ARTICLE V

                        COVENANTS OF THE SELLING ENTITIES

         To induce Bentley to enter into this Agreement and to consummate the
transactions contemplated hereby, the Selling Entities jointly and severally
covenant as follows:

         5.1 Consummation of Transactions. Subject to the terms and conditions
herein provided, from the date hereof through the Closing Date, each Selling
Entity will use commercially reasonable efforts to take, or cause to be taken,
all actions and do, and cause to be done, all things necessary, proper or
advisable to consummate and make effective, as promptly as practicable, the


                                      -32-
<PAGE>
transactions contemplated by this Agreement. From the date hereof through the
Closing Date, no Selling Entity shall voluntarily take any action or course of
action inconsistent with the satisfaction of the conditions, terms and
provisions of this Agreement or the consummation of the transactions
contemplated by this Agreement.

         5.2 Conduct of Business. From the date hereof and through the Closing
Date, each Selling Entity shall conduct its business with respect to such
portion of the Acquired Assets as it may control only in the ordinary course of
business, consistent with past practices, unless Bentley shall otherwise consent
in writing. Without limiting the generality of the foregoing, unless Bentley has
given its prior written consent, no Selling Entity will take any action that
would cause the breach of any covenant of such Selling Entity in this Agreement
(including in this Article V) or that would cause the representations and
warranties of such Selling Entity in this Agreement (including those set forth
in Article III) to be untrue in any respect at any time through the Closing
Date.

         5.3 Preservation of Business. Without limiting the generality of
Section 5.1 and Section 5.2, from the date hereof and through the Closing Date,
each Selling Entity will, with respect to such portions of the Acquired Assets
and the Assumed Liabilities as it may control:

                  (a) use its best efforts to preserve intact its present
business organization and not alter or change its methods of operation;


                  (b) use its best efforts to preserve its goodwill and its
present business relationships with all Persons;


                  (c) use its best efforts to keep available the services of its
present officers and employees, except as Bentley may otherwise reasonably
request, provided that the Selling Entities shall not be obligated to increase
compensation or benefits outside of the ordinary course of business in order to
retain such persons;


                  (d) maintain and keep its respective portion of the Acquired
Assets in good repair and condition, normal wear and tear excepted;


                  (e) pay and perform, when due, all obligations under its
Contracts relating to the Acquired Assets;


                  (f) comply with and perform all its obligations and duties
imposed by all Legislative Enactments, except as may be contested by such
Selling Entity in good faith by appropriate proceedings;


                                      -33-
<PAGE>
                  (g) not amend or make other changes to its Certificate of
Incorporation or Bylaws or other organic document in any manner whatsoever that
would inhibit or hinder its ability to consummate the transactions contemplated
hereby;


                  (h) not purchase, sell, lease, mortgage, pledge or otherwise
acquire or dispose of its respective portion of any Acquired Assets, except for
tangible personal property purchased, sold, leased or pledged in the ordinary
course of business, consistent with past practices;


                  (i) not enter into, or become obligated under, any Contract
relating to any of the Acquired Assets, or change, amend, terminate or otherwise
modify any such Contract, except for normal purchase, sale, license and lease
agreements and commitments for tangible personal property which are entered into
in the ordinary course of business, consistent with past practices;

                  (j) except in the ordinary course of business, consistent with
past practices, not waive, compromise or settle any right or claim with respect
to the Acquired Assets, or institute, settle or agree to settle any litigation,
action or proceeding with respect to the Acquired Assets before any Tribunal;

                  (k) not subject any of the Acquired Assets to any newly
created Lien or other adverse interest or restriction, other than Liens for
Taxes not yet due and payable that have been incurred in the ordinary course of
business, consistent with past practices;

                  (l) not grant any rebates, discounts, advances or allowances
to any customers with respect to the Civil, Raster or Plotting products, except
in the ordinary course of business, consistent with past practices (without
limiting the generality of the foregoing, none of the Selling Entities shall
provide any such products (including Software products) or services at
discounted rates or free of charge to any customer as a rebate, discount or
advance, except in the ordinary course of business, consistent with past
practices);

                  (m) not use or sell the inventories included in the Acquired
Assets, except in the ordinary course of business, consistent with past
practices; and

                  (n) not enter into any stocking transactions with dealers or
resellers pursuant to which such dealers or resellers purchase products included
in the Acquired Assets for the purpose of holding such products in their
inventories in quantities that exceed their customary quantities of such
products.

         5.4 Access to Information. From the date hereof to the Closing Date,
each Selling Entity shall furnish, and shall cause each Affiliate of such
Selling Entity which it directly or indirectly controls to furnish, to the
officers, employees and agents of Bentley reasonable access to (a) the officers,
employees, agents, properties, Books and Records as they relate to its
respective portion of the Acquired Assets and (b) all of its financial,
operating and other data and information with respect to its respective portion
of the Acquired Assets. No such examination, inspection or audit by Bentley or
its agents and representatives (whether in accordance with this Section 5.4 or


                                      -34-
<PAGE>
otherwise) shall in any way diminish, modify, terminate or otherwise affect the
respective representations, warranties, covenants or agreements of the Selling
Entities contained in this Agreement or in any certificate or other instrument
furnished or to be furnished by the Selling Entities or any Affiliate of the
Selling Entities in connection with this Agreement.

         5.5 Notification of Certain Matters. Prior to the Closing Date, each
Selling Entity shall give prompt notice to Bentley of (a) any threatened or
actual lawsuit, any proposed settlement of any threatened or actual lawsuit and
any pending or threatened governmental action or proceeding of any kind known to
such Selling Entity which relates to its respective portion of the Acquired
Assets or the transactions then contemplated by this Agreement; or (b) any
material failure of the Selling Entities to comply with or satisfy any covenant,
condition or agreement then remaining to be complied with or satisfied by it
hereunder.

         5.6 Non-Solicitation. From the date hereof and until the second
anniversary of the Closing Date, no Selling Entity or any Affiliate of a Selling
Entity shall, directly or indirectly, solicit for employment (other than through
public advertisements or other widely disseminated employment notices) or hire
any Transferred Employee who is then currently employed by Bentley or its
Affiliates. From the date hereof and until the first anniversary of the Closing
Date, neither Bentley nor any Affiliate of Bentley, or Intergraph nor any
Affiliate of Intergraph, shall, directly or indirectly, solicit for employment
(other than through public advertisements or other widely disseminated
employment notices) any person who is then currently employed by the other party
or its Affiliates in the United Kingdom, Germany, Switzerland, Austria, France,
Sweden, Denmark, Norway, Finland, Russia, Poland, Czechoslovakia, Spain,
Portugal, Italy, Greece, the Netherlands or Belgium.

         5.7 Further Assurances; Transition Period. If at any time after the
Closing, Bentley shall consider or be advised that any further assignments,
conveyances, transfers or assurances in law, or any other actions or things, may
be necessary or appropriate to assign, convey, transfer, set over or deliver to,
or to vest, perfect or confirm in, Bentley any right, title or interest of any
Selling Entity, of record or otherwise, in or to the Acquired Assets or to place
Bentley in operating control of any of the Acquired Assets, such Selling Entity
shall promptly execute, deliver and record, or cause to be executed, delivered
and recorded, any and all such further instruments of assignment, conveyance and
transfer and take, or cause to be taken, all actions and do, or cause to be
done, all things, as may be reasonably requested by Bentley at Bentley's expense
to assign, convey, transfer, set over and deliver to, and to vest, perfect and
confirm in, Bentley all right, title and interest of such Selling Entity, of
record and otherwise, in and to the Acquired Assets or to place Bentley in
operating control of any of the Acquired Assets. Each Selling Entity shall also,
without additional consideration, provide assistance to Bentley as may be
reasonably requested by Bentley to assure the orderly transition of the Acquired
Assets to Bentley.

         5.8 Non-Competition. As a material inducement for Bentley to enter into
this Agreement, the Selling Entities covenant and agree that, commencing on the
Closing Date and continuing for a period of four (4) years thereafter, the
Selling Entities shall not, and will cause their Affiliates not to, directly or
indirectly, do any of the following:


                                      -35-
<PAGE>
         (a)      develop, market or distribute any product (i.e., products used
primarily for road or rail design or survey) or maintenance programs that
compete with the Civil products included in the Acquired Assets or related
maintenance for such products; provided, however, that (i) the Selling Entities
or their Affiliates may develop, market or distribute certain products that are
not included in the Acquired Assets that contain, or in the future may contain,
certain civil functions (e.g., DTM creation, modeling and analysis, and
surveying) (the "Permitted Civil Products"); provided that neither the Selling
Entities nor any of their Affiliates will develop, market or sell any of the
Permitted Civil Products in substitution of or as a replacement for the Civil
products included in the Acquired Assets or maintenance programs for such
products, and (ii) Intergraph and its Affiliates may list Team GeoMedia products
developed by its Team GeoMedia Business Partners (as designated by Intergraph
from time to time in accordance with its Team GeoMedia publications, and none of
which are Intergraph Affiliates) in (a) Intergraph's catalogues for GeoMedia
products, (b) its GeoMedia web site, and (c) any other Intergraph marketing
programs for Team GeoMedia products; provided, in each case, that Intergraph's
materials and web site and programs shall not publicize any program offering
Team GeoMedia products in substitution of or as a replacement for the Civil
products included in the Acquired Assets or maintenance programs for such
products; and, provided further, that Team GeoMedia products shall not be
Permitted Civil Products hereunder except to the extent of activities described
in (a) through (c) in this subparagraph (ii);

         (b)      develop, market or distribute any products designed primarily
to plot, (or view representations thereof created in order to be plotted)
MicroStation and/or AutoCAD and/or Intellicad files (or files produced by any
MicroStation or AutoCAD or Intellicad layered application, or any DGN or DWG
files), or any maintenance program that competes with the Plotting products
included in the Acquired Assets or related maintenance for such products. The
foregoing shall not preclude: (A) products of the Selling Entities which are:
(i) for use in projects where the Selling Entities then provide vertical
engineering design products that are not layered on AutoCAD, Intellicad, or
MicroStation, and (ii) marketed primarily to plot data created by such vertical
engineering design products; or (B) maintenance of the Selling Entities which:
(i) is designed and marketed primarily for the products described in (A), and
(ii) does not provide discounted or concessionary "competitive upgrades" (or
similarly targeted marketing) to replace the Plotting products included in the
Acquired Assets. For the purpose of this Section 5.8(b), the Bundled Products to
be defined in the OEM Agreement between the parties when executed and delivered,
will be considered MicroStation layered applications;

         (c)      develop, market or distribute any stand-alone or server-based
MicroStation-based raster product for processing engineering drawings (other
than for GIS/Photogrammetry), or any maintenance programs that compete with the
Raster products included in the Acquired Assets or related maintenance for such
products, except in either case excluding the Selling Entities' or their
Affiliates' non-MicroStation based technology platforms that may be developed in
the future.

         In the event that the provisions of this Section 5.8 should ever be
deemed to exceed the time or geographic limitations or any other limitations
permitted by applicable law in any


                                      -36-
<PAGE>
jurisdiction, then such provisions shall be deemed reformed in such jurisdiction
to the maximum permitted by applicable law. Each of the Selling Entities
specifically acknowledges and agrees that the foregoing restrictions are
reasonable and necessary to protect the legitimate interests of Bentley, that
Bentley would not have entered into this Agreement in the absence of such
restrictions, that any violation of such restrictions will result in irreparable
injury to Bentley, that the remedy at law for any breach of the foregoing
restrictions will be inadequate, and that, in the event of any such breach,
Bentley, in addition to any other relief available to it, shall be entitled to
temporary injunctive relief before trial from any court of competent
jurisdiction as a matter of course and to permanent injunctive relief without
the necessity of quantifying actual damages.

         5.9 Certain Employee Benefit Matters.

                  (a) The Selling Entities' Incentive Benefits. Not later than
thirty days following the Closing Date, each Selling Entity will pay to the
Transferred Employees any incentive compensation benefits due to such
Transferred Employees through the Closing Date and to the other Transferred
Employees the pro rata portion of the bonus payments to such persons through the
Closing Date, if any, in accordance with such Selling Entity's bonus scheme in
effect for 2000. For each Transferred Employee, such Selling Entity will pay
Bentley at the Closing (by way of a set off against the cash portion of the
Consideration) the amount of such Selling Entity's liability for accrued
vacation for such Transferred Employee in the amount assumed by Bentley. For
accrued vacation not assumed by Bentley, such Selling Entity will pay these
liabilities directly to the Transferred Employee within thirty days following
the Closing.


                  (b) Intergraph's Stock Incentive Plan. Intergraph shall
extend, for a period of three months from the date of termination with respect
to each Transferred Employee, the exercise periods under the Intergraph
Corporation 1992 Stock Option Plan and the Intergraph Corporation 1997 Stock
Option Plan for all vested awards as of the date of termination of employment by
Intergraph of such Transferred Employee.


                  (c) Employment Assistance. Each Selling Entity will cooperate
with Bentley in (i) the facilitation of the transfer of the Transferred
Employees to Bentley, (ii) the performance by Bentley of its obligations under
Section 6.3 to offer employment with Bentley to such employees of such Selling
Entity as such parties shall agree upon prior thereto and (iii) Bentley's effort
to employ such employees. No Selling Entity will (A) except upon the
authorization and direction of Bentley, make any representations, promises or
other communications, whether written or oral, to such employees regarding
employment with Bentley or employee benefits, plans or practices of Bentley, or
(B) take any act that diminishes Bentley's right to dismiss, subject to
applicable law, any such employee with or without cause.


                  (d) Expense Report Reimbursement. Each Selling Entity will
reimburse a Transferred Employee for any business related expenses incurred by
that Transferred Employee


                                      -37-
<PAGE>
with respect to the period prior to the Closing in accordance with such Selling
Entity's standard expense reimbursement policy.

                  (e) Intergraph 401(k) Plan. Effective as of the date of the
termination of employment by a Selling Entity in connection with this
transaction, Intergraph, at its expense, shall take all actions which are
necessary and appropriate to fully vest each Transferred Employee in all amounts
in such employee's individual account in the Intergraph Corporation SavingsPlus
Plan (the "Intergraph 401(k) Plan"). Any Transferred Employee who, as of the
date of termination of such employee's employment with a Selling Entity, has an
outstanding balance on any loan from the Intergraph 401(k) Plan, shall be
eligible to transfer such loan, along with all amounts vested in such employee's
Intergraph 401(k) Plan individual account, into the Bentley 401(k)/Profit
Sharing Plan (the "Bentley 401(k) Plan") pursuant to a trust-to-trust transfer
("Plan Asset Transfer") made in accordance with the administrative policies and
procedures of the Bentley 401(k) Plan and Section 414(l) of the Code, provided
that at the time of the Plan Asset Transfer Intergraph represents and warrants
to Bentley that the Intergraph 401(k) Plan (i) provides for Plan Asset Transfers
and (ii) is a qualified employee pension benefit plan in compliance with Code
Sections 401 et seq. The plan administrator of the Intergraph 401(k) Plan shall,
upon reasonable request, promptly provide the plan administrator of the Bentley
401(k) Plan with any and all data, records and other information pertaining to
any Transferred Employee, a beneficiary, dependent, spouse or former spouse of
any Transferred Employee, the Intergraph 401(k) Plan individual account for any
Transferred Employee, and any other information considered necessary and
appropriate for the plan administrator of the Bentley 401(k) Plan to establish
and administer an individual account for any Transferred Employee in the Bentley
401(k) Plan. The plan administrator of the Intergraph 401(k) Plan shall further
cooperate to take all such reasonable actions as are necessary or appropriate
for such plan administrator to take to effect the Plan Assets Transfer in a
timely and efficient manner, including the filing of any reports, notices or
disclosures which may be required by any governmental agency.

                  (f) Social Security Contributions; Health Insurance. The
Selling Entities shall pay or cause to be paid all amounts accrued by them for
social security contributions and employee health and welfare insurance with
respect to Transferred Employees for years and periods (and portions thereof)
ended on or prior to the Closing Date.

         5.10 Enforcement of Certain Contracts and Confidentiality Agreements.
The Selling Entities agree to enforce, for the benefit of Bentley, any and all
rights of the Selling Entities under any Contract retained by the Selling
Entities pursuant to which any confidential or proprietary information relating
to any of the Acquired Assets was provided by the Selling Entities to any
Person. The Selling Entities shall promptly inform Bentley of any breach of
which any of them become aware by any Person of the confidentiality obligations
under any such Contract relating to confidential or proprietary information
relating to any of the Acquired Assets.

         5.11 Confidential Information. Each of the Selling Entities hereby
acknowledges that Bentley would be irreparably damaged if any proprietary or
confidential information possessed


                                      -38-
<PAGE>
by any Selling Entity concerning the Acquired Assets or Bentley (except for any
information that is or becomes generally known to the public, otherwise than
through a breach of this Agreement) were disclosed to or used by any Person
engaged in competition with the Civil, Raster and Plotting products. Each of the
Selling Entities shall not, and shall not permit any of their Affiliates,
directors, officers, employees, accountants, agents or other representatives to
use or disclose any such confidential or proprietary information, except as
expressly permitted hereunder. If any Selling Entity is requested or required by
any Tribunal to disclose any of such proprietary or confidential information,
then such Selling Entity will provide Bentley with prompt written notice of such
request or requirement. Bentley may then either seek appropriate protective
relief from all or part of such request or requirement or waive such Selling
Entity's compliance with the provisions of this Section 5.11 with respect to all
or part of such request or requirement. Each Selling Entity shall cooperate with
Bentley in attempting to obtain any reasonable protective relief that Bentley
chooses to seek. If, after Bentley has had a reasonable opportunity to seek such
relief, Bentley fails to obtain such relief, then such Selling Entity may
disclose only that portion of such proprietary or confidential information which
its legal counsel advises it is compelled to disclose.

         5.12 Assistance and Cooperation. After the Closing Date, each
applicable Selling Entity agrees:

                  (a) to assist Bentley in preparing any tax returns that it is
responsible for preparing and filing after the Closing Date with respect to the
Acquired Assets conveyed on the Closing Date to the extent such tax returns
require information not included within such Acquired Assets; to reasonably
cooperate, at Bentley's expense, in preparing for any audits of, or disputes
with Tribunals regarding, any tax returns relating to the Acquired Assets; and
to make available to Bentley and to any Tribunal as reasonably requested all
information, records and documents relating to liabilities for taxes associated
with the Acquired Assets;


                  (b) to provide Bentley with reasonable access to the portions
of such Selling Entity's tax records and reports, general ledgers and any other
books, records, files or correspondence which relate to the Acquired Assets and
to preserve all such information, records and documents until the expiration of
any applicable statutes of limitation or extensions thereof and as otherwise
required by law; and


                  (c) to provide timely notice to Bentley in writing of any
pending or threatened tax audits or assessments related to the Acquired Assets
for periods beginning after the Closing Date and of which such Selling Entity
has knowledge and to furnish Bentley with copies of all correspondence received
from any Tribunal in connection with any tax audit or information request with
respect to any such period.


                                      -39-
<PAGE>
                                   ARTICLE VI

                              COVENANTS OF BENTLEY

         To induce the Selling Entities to enter into this Agreement and to
consummate the transactions contemplated hereby, Bentley covenants as follows:

         6.1 Consummation of Transactions. Subject to the terms and conditions
herein provided, from the date hereof through the Closing Date, Bentley will use
commercially reasonable efforts to take, or cause to be taken, all actions and
to do, or cause to be done, all things necessary, proper or advisable to
consummate and make effective, as promptly as practicable, the transactions
contemplated by this Agreement. From the date hereof through the Closing Date,
Bentley shall not voluntarily take any action or course of action inconsistent
with the satisfaction of the conditions, terms and provisions of this Agreement
or the consummation of the transactions contemplated by this Agreement.

         6.2 Notification of Certain Matters. Prior to the Closing Date, Bentley
shall give prompt notice to the Selling Entities of any material failure of
Bentley or any officer, director, employee or agent thereof, to comply with or
satisfy any covenant, condition or agreement then remaining to be complied with
or satisfied by it hereunder.

         6.3 Employment. Prior to the Closing, Bentley has offered employment
with Bentley to the Transferred Employees. Such offers were consistent with the
hiring policies of Bentley and included employee benefits generally comparable
to those of other similarly situated Bentley employees. If the annual salaries
offered to non-U.S. Transferred Employees are less than the annual salaries
being paid to such non-U.S. Transferred Employees' by the Selling Entities prior
to Bentley's employment offer, Bentley shall increase the annual salaries
offered to such non-U.S. Transferred Employees to equal the annual salaries they
had been receiving from Intergraph prior to Bentley's employment offer. Bentley
reserves the right to revoke the offer and refuse to hire any employee who does
not satisfy Bentley's pre-employment requirements. Bentley will assume each
Selling Entity's liability to the Transferred Employees for accrued vacation up
to one week in the aggregate for each Transferred Employee, and the amount of
such assumed liabilities shall be set off against the cash portion of the
Consideration payable at Closing. Bentley shall provide each Transferred
Employee who works in the United States with holiday paid time-off for December
26, 2000 through and including December 29, 2000. Bentley shall also allow such
employees to carry over the number of accrued vacation days (not to exceed five
days) to which he or she is entitled as of the Closing and apply such accrued
vacation days to his or her vacation time in 2001 in addition to Bentley's
normal vacation allowance for such employees during the calendar year 2001.
Bentley shall recognize the service with the Selling Entities of each
Transferred Employee for employee benefit purposes, including vacation policy;
provided, however, that in consideration of the foregoing obligations of Bentley
with respect to non-U.S. Transferred Employees, Bentley shall be entitled to an
offset against the Consideration in the amount of $219,600. Nothing in this
Agreement shall diminish the right of Bentley, subject to any then applicable
Legislative Enactments, to dismiss any of those employees of a


                                      -40-
<PAGE>
Selling Entity who become employees of Bentley with or without cause and to
change the terms and conditions of employment of any or all of such employees.

         On or before January 31, 2001, Bentley shall pay Intergraph, for itself
and the other Selling Entities, an amount equal to $414,300 multiplied by 130%
multiplied by the quotient of the number of days from December 1, 2000 to the
Closing divided by 31.

         6.4 Trade Names and Service Marks. Bentley agrees that it will
discontinue the use, directly or indirectly, in any manner or form, of the name
"Intergraph" and the corresponding logo thereof; provided, however, that until
the six-month anniversary of the Closing Date, Bentley shall be permitted to use
such name and logo only in connection with the distribution of inventory and
supplies included in the Acquired Assets; and provided further that at any time
following the Closing Date, Bentley shall be able to identify that the Acquired
Assets were previously owned by the Selling Entities. Further, after the
Closing, Bentley may use the name "Intergraph" and the corresponding logo
thereof in the maintenance of the Acquired Assets and wherever its removal
effects the operation of the Acquired Assets including registry keys, file
system paths, and software component identifiers.

         6.5 Assistance and Cooperation. After the Closing Date, Bentley shall,
to the extent reasonably requested by the Selling Entities, make available to
the Selling Entities and to any Tribunal all information, records and documents
relating to (i) liabilities of the Selling Entities for Taxes relating to the
Acquired Assets, (ii) matters disclosed on Schedule 3.12, and (iii) such other
matters as the Selling Entities may reasonably request relating to the Excluded
Assets or the performance of obligations with respect thereto. Without limiting
the generality of the foregoing, upon the request of the Selling Entities,
Bentley shall use commercially reasonable efforts to permit certain of the
Transferred Employees identified by the Selling Entities to appear as witnesses
or trial representatives, and to assist the Selling Entities in trial
preparation in connection with any litigation or proceeding relating to the
matters disclosed on Schedule 3.12; provided, however, that the Selling Entities
shall bear all reasonable out-of-pocket expenses (but without other expense or
hourly charges) incurred by such Transferred Employees in providing any such
requested assistance to the Selling Entities.

         6.6 Transfer of Certain Non-U.S. Pension Assets. Bentley and the
Selling Entities shall take all steps reasonably required by the applicable law
of any foreign jurisdiction to transfer the pension assets vested in any
non-U.S. Transferred Employees under Intergraph's pension plan.

         6.7 OEM Agreement. As promptly as practical following the Closing,
Bentley and Intergraph shall enter into a MicroStation OEM Agreement consistent
with the terms set forth in that certain letter of intent dated April 20, 2000
between Bentley and Intergraph.

                                  ARTICLE VII

                                   MAINTENANCE


                                      -41-
<PAGE>
         7.1 Transferred Maintenance Revenues. Bentley hereby agrees to perform
the maintenance obligations under the Maintenance Agreements on behalf of the
Selling Entities with respect to the products included in the Acquired Assets.
The Selling Entities shall be entitled to all revenues accrued under the
Maintenance Agreements for any period prior to the MCO Date. Prior to the
Closing, for purposes of calculating the principal amount of the Note on a
preliminary basis (the "Preliminary Note Amount"), the Selling Entities shall
provide Bentley with a schedule ("Schedule 7.1") which lists all Maintenance
Agreements in effect in the United States as of October 31, 2000 and in effect
outside of the United States as of July 31, 2000, specifying, without
limitation, the products covered thereunder, the remaining terms thereof and the
Maintenance Agreements that are scheduled to expire on or before the MCO Date.
The revenues set forth on Schedule 7.1 shall be net of any third-party costs and
shall not include any maintenance revenues with respect to the MicroStation
product, and shall reflect those revenues that will accrue under all of the
Maintenance Agreements for the period (for each such agreement) from the MCO
Date through and including the earlier of (i) the expiration of the current term
of the Maintenance Agreement in question (treating any renewal date as an
expiration date), and (ii) the first anniversary of the MCO Date, (such earlier
date is referred to herein as the "Expiration Date"). Such Schedule 7.1 is
referred to herein as the "Schedule of Transferred Maintenance." The aggregate
net maintenance revenues set forth on the Schedule of Transferred Maintenance
for the period from the MCO Date to the Expiration Date is referred to herein as
the "Transferred Maintenance Revenues." The Schedule of Transferred Maintenance
Revenues shall also set forth the aggregate Transferred Maintenance Revenues by
month and by currency for each country. The Preliminary Note Amount shall be
equal to 1.5 times the amount of Transferred Maintenance Revenues. Within 50
days following the Closing, the Selling Entities shall use their good faith
efforts to complete and shall provide to Bentley an updated Schedule of
Transferred Maintenance setting forth all Maintenance Agreements in effect as of
the MCO Date (the "Initial Updated Schedule of Transferred Maintenance"). The
Initial Updated Schedule of Transferred Maintenance shall clearly show all
changes from the initial schedule that was delivered at the Closing. Upon
delivery of the Initial Updated Schedule of Transferred Maintenance, the Note
shall be adjusted as provided in Section 2.2(c)(ii) hereof and the Intergraph
payments described in Section 7.2 below shall be appropriately adjusted with
retroactive effect to the MCO Date. If, despite the Selling Entities' good faith
efforts, the Initial Updated Schedule of Transferred Maintenance does not
reflect all Maintenance Agreements in effect as of the MCO Date, then the
Selling Entities shall, within 150 days following the Closing, provide Bentley
with a further updated Schedule of Transferred Maintenance ("Second Updated
Schedule of Transferred Maintenance") setting forth all Maintenance Agreements
as of the MCO Date. The Second Updated Schedule of Transferred Maintenance shall
clearly show all changes from the initial schedule that was delivered at the
Closing and the Initial Updated Schedule of Transferred Maintenance. Upon
delivery of the Second Updated Schedule of Transferred Maintenance, the Note
shall be further adjusted as provided in Section 2.2(c)(ii) hereof and the
Intergraph payments described in Section 7.2 below shall be appropriately
adjusted with retroactive effect to the MCO Date. All references herein to the
"Schedule of Transferred Maintenance" after delivery of the Initial Updated
Schedule of Transferred Maintenance or after delivery of the Second Updated
Schedule of Transferred Maintenance, as the case may be, means such schedule as
so updated; and the Transferred Maintenance Revenues reflected on each such
schedule shall be referred to herein as the "Transferred Maintenance Revenues."


                                      -42-
<PAGE>
         7.2 Payment of Transferred Maintenance Revenues to Bentley and BSI
Netherlands. For each Maintenance Agreement, during the period from the MCO Date
through and including its Expiration Date, the Selling Entities will continue to
invoice and collect the Transferred Maintenance Revenues from the subscriber.
Subject to Section 7.5, within 30 days after the end of each month during said
period, (a) Intergraph will remit to Bentley, regardless of amounts actually
collected by the Selling Entities from the subscriber, a subcontractor fee in an
amount equal to 95% of the Transferred Maintenance Revenues (excluding
Transferred Maintenance Revenues relating to maintenance services provided to
customers located in European countries (the "European Transferred Maintenance
Revenues")) accrued for the immediately preceding month, and (b) the Selling
Entities will remit to BSI Netherlands, regardless of amounts actually collected
by the Selling Entities from the subscriber, a subcontractor fee in an amount
equal to 95% of the European Transferred Maintenance Revenues accrued for the
immediately preceding month. Monies remitted to Bentley and BSI Netherlands
pursuant to this Section 7.2 shall be paid in U.S. dollars computed, for all
Maintenance Agreements paid in non-U.S. currencies, at the exchange rate used to
compute the amount of the Note at Closing, and payments hereunder to Bentley and
BSI Netherlands shall be delivered via wire transfer of immediately available
funds.

         7.3 Renewed Maintenance Revenues. Subject to Section 7.5, from and
after the Closing Date, the Selling Entities shall have no authority to and
shall not take any action to enter into any new or renew any Maintenance
Agreements between itself and any subscriber with respect to the Civil, Raster
or Plotting products. At or prior to the Expiration Date for each Maintenance
Agreement, the Selling Entities and Bentley shall jointly take all appropriate
actions to solicit and encourage subscribers to renew their maintenance programs
for the products included in the Acquired Assets with Bentley or BSI
Netherlands, as applicable. Within 30 days after the first anniversary of the
MCO Date, Bentley shall provide Intergraph with a list of all subscribers from
the list of subscribers described in the Schedule of Transferred Maintenance who
have renewed such maintenance programs with Bentley or BSI Netherlands, as
applicable. From and after the Expiration Date of the Maintenance Agreements,
Bentley or BSI Netherlands, as applicable, shall be entitled to all Renewed
Maintenance Revenues. For purposes hereof, "Renewed Maintenance Revenues" shall
mean, with respect to the products included in the Acquired Assets, the monthly
maintenance fees related to maintenance programs renewed with Bentley or BSI
Netherlands, as applicable, after their respective Expiration Dates. Solely for
purposes of calculating the Renewed Maintenance Revenues, the monthly
maintenance fee (payable in foreign currency if applicable) for each renewed
Maintenance Agreement shall be assumed to be the same as it was in the
calculation of the Transferred Maintenance Revenues as of the first month after
the MCO Date for the period (for each agreement) from the Expiration Date to the
end of the first year after the MCO Date, notwithstanding the actual fee upon
such renewal.

Bentley acknowledges that Intergraph has, prior to the date of this Agreement,
provided price quotes in the ordinary course of its business relating to the
renewal of maintenance services to certain of its customers whose Maintenance
Agreements are scheduled to expire within 90 days following the date on which
such price quotes were provided (the "Quoted Prices"). To the extent Bentley
enters into renewed Maintenance Agreements with such customers following the
Closing, Bentley shall, for the term of the renewed Maintenance Agreements,
provide


                                      -43-
<PAGE>
maintenance services thereunder at the Quoted Prices, provided that such Quoted
Prices were consistent with Intergraph's past practice.

         7.4 Foreign Currencies. In calculating the Transferred Maintenance
Revenues and the Renewed Maintenance Revenues for purposes of determining and
adjusting the principal amount of the Note under Section 2.2(c)(ii), the portion
of such revenues paid in non-U.S. currencies shall be denominated in U.S.
dollars at the currency exchange rates in effect two Business Days before the
Closing Date (with respect to Transferred Maintenance Revenues) and two Business
Days before the date the Note is adjusted (with respect to Renewed Maintenance
Revenues).

         7.5 CAD II Maintenance. The administration of and post-Closing payment
obligations pertaining to CAD II Maintenance Agreements shall be governed by the
Master Agreement for Local Purchasing and Select Partner Agreements, dated as of
the date hereof, by and between Bentley and Intergraph. Transferred Maintenance
Revenues and Renewed Maintenance Revenues under the CAD II Maintenance
Agreements shall be calculated based upon the net amounts payable to Bentley for
purposes of computing the principal amount of the Note.


                                  ARTICLE VIII

                              CONDITIONS PRECEDENT
                          TO THE OBLIGATIONS OF BENTLEY

         The obligations of Bentley under this Agreement to acquire the Acquired
Assets and to assume the Assumed Liabilities shall be subject to the fulfillment
of all of the following conditions at or before the Closing:

         8.1 Representations and Warranties. Each of the representations and
warranties made by the Selling Entities set forth herein or in any Schedule,
exhibit, instrument or other document delivered to Bentley pursuant to this
Agreement shall be true and correct in all material respects as of the date
hereof and on and as of the Closing Date, to the same extent and with the same
effect as if made on and as of the Closing Date, except where such
representation clearly relates to another date specified therein (in which case,
such representation or warranty shall relate to such specific date).

         8.2 Performance by Selling Entities. The Selling Entities shall have
fully performed and complied in all material respects with all covenants and
agreements required by this Agreement to be performed or complied with by each
of them on or before the Closing.

         8.3 Prohibitions, Restrictions and Litigation. On the Closing Date,
there shall be no proceeding or other litigation outstanding or pending by any
other Person against Bentley which prohibits or restricts, challenges or
reasonably may be expected to give rise to a material challenge to the
consummation of the transactions contemplated by this Agreement or which claims
(or reasonably may be expected to give rise to a claim of) damages as a result
of the


                                      -44-
<PAGE>
consummation of the transactions contemplated by this Agreement or otherwise
have a material adverse effect on the Acquired Assets.

         8.4 Consents. The waiting period under the HSR Act shall have expired
or been terminated. The Selling Entities shall have received the Consents
referred to in Schedule 3.4(a) that relate to the Closing and such other
material Consents from any Tribunal or other Person as may be necessary or
appropriate (a) to consummate the transactions contemplated by this Agreement
with respect to the Closing; (b) to enable Bentley to utilize the Acquired
Assets subsequent to the Closing in substantially the same manner as they were
utilized prior to the Closing; or (c) that are necessary to prevent a breach of
or a material default or penalty, or material increase in payments under, or a
termination of any material Contract included in the Acquired Assets. Bentley
shall have received the Consents referred to in Section 9.4.

         8.5 Lien Searches. Bentley shall have received current Uniform
Commercial Code, judgment, bankruptcy and tax lien searches from the State of
Alabama, the State of Delaware and other jurisdictions for each name under which
a Selling Entity has held or utilized the Acquired Assets in the past five (5)
years and the results of such searches shall evidence that no Liens, adverse
claims or restrictions or judgments of record exist against any of the Acquired
Assets which have not been discharged or terminated on or prior to the Closing
Date. The Selling Entities shall have delivered to Bentley duly executed
releases or terminations of financing statements, or other evidence satisfactory
to Bentley that all Liens on any Acquired Assets have been released and
terminated.

         8.6 Obtaining of Financing. Bentley shall have completed an equity or
debt financing on terms satisfactory to it pursuant to which it shall have
obtained sufficient funds to pay the cash portion of the Consideration at the
Closing.

         8.7 Certificate of the Selling Entities and Certain Officers. Bentley
shall have received a certificate, dated the Closing Date, executed by the
President or any Vice President of Intergraph and, with respect to the Selling
Entities, by the President or any Vice President of each such Selling Entity, to
the effect that the conditions set forth in Sections 8.1, 8.2, 8.4 and 9.3 have
been satisfied.

         8.8 Absence of Material Adverse Change. Since the date of this
Agreement, there shall have occurred no materially adverse change in the
condition (financial or otherwise), assets (taken as a whole), liabilities
(taken as a whole), properties (taken as a whole), business or prospects of the
Acquired Assets.

         8.9 Closing Deliveries. To the extent not otherwise included in the
foregoing provisions of this Article VIII, Bentley shall have received the
closing deliveries set forth in Section 2.3.


                                      -45-
<PAGE>
                                   Article IX

                              CONDITIONS PRECEDENT
                   TO THE OBLIGATIONS OF THE SELLING ENTITIES

         The obligations of each Selling Entity under this Agreement to sell the
Acquired Assets shall be subject to the fulfillment of all of the following
conditions at or before the Closing:

         9.1 Representations and Warranties. Each of the representations and
warranties made by Bentley set forth herein or in any Schedule, Exhibit,
instrument or other document delivered to a Selling Entity pursuant to this
Agreement shall be true and correct in all material respects as of the date
hereof and on and as of the Closing Date, to the same extent and with the same
effect as if made on and as of the Closing Date, except where such
representation or warranty clearly relates to another date specified therein (in
which case such representation shall relate to such specified date).

         9.2 Performance by Bentley. Bentley shall have fully performed and
complied in all material respects with all covenants and agreements required by
this Agreement to be performed or complied with by it on or before the Closing
Date.

         9.3 Prohibitions, Restrictions and Litigation. On the Closing Date,
there shall be no proceeding or other litigation outstanding or pending by any
other Person against any of the Selling Entities which prohibits or restricts,
challenges or reasonably may be expected to give rise to a material challenge to
consummation of the transactions contemplated by this Agreement or which claims
(or reasonably may be expected to give rise to a claim of) damages as a result
of the consummation of the transactions contemplated by this Agreement or
otherwise have a material adverse effect on any of the Selling Entities
subsequent to the Closing.

         9.4 Consents. The waiting period under the HSR Act shall have expired
or terminated. Bentley shall have received such material Consents from any
Tribunal or other Person as may be necessary or appropriate to consummate the
transaction contemplated by this Agreement without any conditions which
Intergraph might reasonably consider to be material and adverse to any of the
Selling Entities or its business and operations after the Closing. The Selling
Entities shall have received the Consents referred to in Section 8.4.

         9.5 Receipt of Consideration. Intergraph shall have received the
Consideration.

         9.6 Certificate of Bentley. Intergraph shall have received a
certificate, dated the Closing Date, executed by the Chairman of the Board,
President or any Vice President of Bentley, to the effect that the conditions
set forth in Sections 8.3, 9.1, 9.2 and 9.4 have been satisfied.

         9.7 Closing Deliveries. To the extent not otherwise included in the
foregoing provisions of this Article IX, Intergraph shall have received the
closing deliveries set forth in Section 2.4.


                                      -46-
<PAGE>
                                   Article X

                             INDEMNIFICATION; OFFSET

         10.1 Indemnification by Selling Entities. The Selling Entities, jointly
and severally, agree to indemnify and hold harmless Bentley and its directors,
officers, employees, advisors, Affiliates, agents, representatives,
stockholders, successors and assigns (the "Bentley Indemnitees"), from and
against any and all losses, damages, liabilities, claims, costs and expenses,
including without limitation Legal Expenses (collectively, "Losses") arising out
of, based upon or resulting from:

                  (a) any error, inaccuracy or misrepresentation in any of the
representations and warranties made by any of the Selling Entities herein or in
any certificate or other document or instrument furnished or to be furnished by
any of the Selling Entities to Bentley in connection with this Agreement;

                  (b) any violation or breach of any covenant or obligation by
any of the Selling Entities of, or default by any of the Selling Entities under,
this Agreement or any certificate or other document or instrument furnished or
to be furnished by any of the Selling Entities to Bentley in connection with
this Agreement, or the consummation of the transactions contemplated hereby;

                  (c) any of the assets or liabilities of any of the Selling
Entities not included in the Acquired Assets or Assumed Liabilities,
respectively;

                  (d) any liability or obligation arising out of the termination
of employment of an employee of any of the Selling Entities;

                  (e) any litigation, suits, actions or proceedings referred to
on Schedule 3.11 attached to this Agreement;

                  (f) any third-party claim (i) that any of the Intellectual
Property included in the Acquired Assets or licensed to Bentley pursuant to the
Cross License Agreement infringes on such third party's intellectual property
rights, including without limitation Unisys' GIF File Format Patent (Pat #
4,558,302) relating to the LZW Compression software, (ii) that challenges any of
the Selling Entities' ownership of or other rights in any of the Intellectual
Property, including, without limitation, any copyrights or trademarks, or (iii)
that any patents, patent registrations or applications, trademark registrations
or applications or copyright registrations or applications are invalid;

                  (g) any liability or obligation which relates to any
noncompliance with any bulk sales law in connection with the transactions
contemplated by this Agreement;

                  (h) any liability or obligation with respect to any income,
franchise, sales, use or other Taxes (and Transactions Taxes, if any, to the
extent provided in Section 11.12 hereof) and with respect to any social security
contributions (including both employers' and employees'


                                      -47-
<PAGE>
contributions) of any of the Selling Entities which are attributable to periods
ending prior to the Closing Date;

                  (i) the enforcement, or the attempted enforcement, of any
Non-Compete Covenant against Bentley, any of its Affiliates or any of their
employees, acting in his or her capacity as an employee of Bentley or an
Affiliate of the same;

                  (j) the transfer to Bentley of the rights and obligations of
any of the Selling Entities arising with respect to periods prior to the Closing
Date from the employment relationships of any of the Selling Entities with the
Transferred Employees existing immediately prior to the Closing Date, by virtue
of applicable Legislative Enactments of any Tribunal to implement EEC Council
Directive 77/187;

                  (k) the failure to transfer to Bentley the rights and
obligations of any of the Selling Entities arising from the employment
relationships of any of the Selling Entities with any of its employees existing
immediately prior to the Closing Date, by virtue of applicable Legislative
Enactments of any Tribunal to implement EEC Council Directive 77/187;

                  (l) any liability or obligation arising under an applicable
Environmental Law relating to any of the Selling Entities or any of their
Affiliates (whether or not such liability or obligation would constitute a
breach of the representation and warranty set forth in Section 3.12 hereof)
which has not been caused by Bentley or any of its Affiliates;

                  (m) any liability or obligation with respect to the payment of
the applicable Consideration to Intergraph as agent and on behalf of a Selling
Entity; or

                  (n) any matters described or required to be described on the
Schedules pursuant to any provision of this Agreement, except for the Assumed
Liabilities; or the failure of any of the Selling Entities or any ERISA
affiliate to pay, perform or otherwise discharge, any liabilities relating to
any Employee Pension Benefit Plans, Employee Welfare Benefit Plans, violation of
law with respect thereto, contributions and agreements relating thereto, ERISA,
COBRA or HIPAA or otherwise relating to benefits for any Selling Entity's
employees of any pension, retirement, healthcare or other employee benefit plan
maintained by Intergraph.

Notwithstanding the foregoing provisions of this Section 10.1, no Selling Entity
shall have any obligation to indemnify, compensate, reimburse or pay any sum to
the Bentley Indemnitees in respect of any Losses ("Bentley Losses") pursuant to
Section 10.1(a) unless and until all Bentley Losses for which Bentley
Indemnitees are entitled to receive indemnification under such Section 10.1(a)
exceed, in the aggregate, $400,000 (it being understood and agreed that all such
Bentley Losses shall accumulate until such time as they exceed $400,000, at
which time the Selling Entities shall be obligated to indemnify any Bentley
Indemnitee seeking indemnification under Section 10.1(a) for the aggregate
amount of the Bentley Losses, rather than the amount that exceeds $400,000) or
in excess of the aggregate amount of the Consideration; provided, however, that
the above limitations shall not be applicable to any claims for Bentley Losses
pursuant to Sections 10.1(b)-(n), Bentley Losses described in the immediately
following paragraph or any Bentley Losses relating to adjustments to the
Consideration in Bentley's favor


                                      -48-
<PAGE>
resulting from the audit referred to in Section 2.1(e). The parties further
agree that the liability of the Selling Entities specified above with respect to
the Bentley Losses shall be reduced to the extent of any insurance proceeds
actually received by any of the Bentley Indemnitees for such Bentley Losses from
the Selling Entities or any of its Affiliates or any insurance carrier of the
Selling Entities or any of their Affiliates.

In addition to the above, the Selling Entities shall indemnify and hold harmless
Bentley under this Section 10.1 for any Losses arising out of, based upon or
resulting from breaches of those representations or warranties of the Selling
Entities set forth in Sections 3.22, 3.23 and 3.24 that are qualified or limited
by "knowledge" or similar limitations as if such representations or warranties
were included in this Agreement without such qualifications or limitations.

         10.2 Indemnification by Bentley. Bentley agrees to indemnify and hold
harmless each of the Selling Entities and their respective directors, officers,
employees, advisors, Affiliates, agents and representatives, stockholders,
successors and assigns (the "Intergraph Indemnitees"), from and against any and
all Losses arising out of, based upon or resulting from:

                  (a) any error, inaccuracy or misrepresentation in any of the
representations and warranties made by Bentley herein or in any certificate or
other document or instrument furnished or to be furnished by Bentley to any of
the Selling Entities in connection with this Agreement;

                  (b) any violation or breach of any covenant or obligation by
Bentley of, or default by Bentley under, this Agreement or any certificate or
other document or instrument furnished or to be furnished by Bentley to any of
the Selling Entities in connection with this Agreement, or the consummation of
the transactions contemplated hereby;

                  (c) the failure of Bentley to pay, perform or discharge when
due any of the Assumed Liabilities and any of its obligations with respect to
Transaction Taxes, if any, to the extent provided for in Section 11.12 hereof;

                  (d) any and all claims resulting from Bentley's use of the
Intergraph name and Service Marks;

                  (e) any condition, event or activity relating to the Acquired
Assets that occurs on or after the Closing Date; and

                  (f) any use or exploitation by Bentley of the Intellectual
Property in violation of the Intellectual Property assignments or the
Cross-License Agreement.

Notwithstanding the foregoing provisions of this Section 10.2, Bentley shall not
have any obligation to indemnify, compensate, reimburse or pay any sum to the
Intergraph Indemnitees in respect of any Losses ("Intergraph Losses") pursuant
to Section 10.2(a) unless and until all Intergraph Losses for which Intergraph
Indemnitees are entitled to receive indemnification under such Section 10.2(a)
exceed, in the aggregate, $400,000 (it being understood and agreed that all such
Intergraph Losses shall accumulate until such time as they exceed $400,000, at
which time


                                      -49-
<PAGE>
Bentley shall be obligated to indemnify any Intergraph Indemnitee seeking
indemnification under Section 10.2(a) for the aggregate amount of the Intergraph
Losses, rather than the amount that exceeds $400,000) or in excess of the
aggregate amount of the Consideration; provided, however, that the above
limitations shall not be applicable to any claim for Intergraph Losses pursuant
to Sections 10.2(b)-(f) or any Intergraph Losses relating to adjustments to the
Consideration in Intergraph's favor resulting from the audit referred to in
Section 2.1(e). The parties further agree that the liability of Bentley
specified above with respect to the Intergraph Losses shall be reduced to the
extent of any insurance proceeds actually received by any of the Intergraph
Indemnitees for such Intergraph Losses from Bentley or any of its Affiliates or
any insurance carrier of Bentley or any of its Affiliates.

         10.3 Satisfaction of Claims. If any Person entitled to indemnification
under this Article X (an "Indemnified Party") desires to assert any claim for
indemnification or to be held harmless under this Article X (a "Claim"), the
Indemnified Party shall deliver to the Person that is obligated to provide such
indemnification (the "Indemnifying Party") notice of its demand for satisfaction
of such Claim (a "Request"), specifying in reasonable detail the amount of such
Claim and, to the extent practicable under the circumstances, the basis for
asserting such Claim. Within 30 days after the Indemnifying Party has been given
a Request, the Indemnifying Party shall either (i) satisfy the Claim requested
to be satisfied in such Request by delivering to the Indemnified Party payment
by wire transfer or a certified or bank cashier's check payable to the
Indemnified Party in immediately available Federal Reserve Funds in an amount
equal to the amount of such Claim, or (ii) notify the Indemnified Party that the
Indemnifying Party contests such Claim by delivering to the Indemnified Party an
objection to such Claim, specifying in reasonable detail, to the extent
practicable under the circumstances, the basis for contesting such Claim. If the
Indemnifying Party fails to satisfy a Claim (or portion of a Claim) within 30
days after the Indemnifying Party has been given a Request with respect to such
Claim, and whether or not the Indemnifying Party has contested such Claim, the
Indemnifying Party shall pay the Indemnified Party asserting such Claim interest
on the unpaid amount of such Claim (or unpaid portion of a Claim) at the Prime
Rate, computed from the date such Request was given to the Indemnifying Party to
the date such Claim (or portion of a Claim) is satisfied; provided, however,
that the Indemnifying Party shall not be required to pay the Indemnified Party
interest on that part of any unpaid Claim (or portion of a Claim) which the
Indemnifying Party successfully contests.

         10.4 Matters Which May Give Rise to Claims.

                  (a) Notice and Control. Within 20 days (or such earlier time
as might be required to avoid prejudicing the Indemnifying Party's capacity to
defend) after receipt by an Indemnified Party of notice of commencement of any
action evidenced by service of process or other legal pleading which it
determines has given or could give rise to a Claim (a "Third-Party Matter"), the
Indemnified Party shall give the Indemnifying Party written notice thereof
(together with a copy of such Claim, process or other legal pleading). The
Indemnifying Party shall assume the defense of such Claim and in connection
therewith:


                                      -50-
<PAGE>
                           (i) such Indemnifying Party shall defend such
         Third-Party Matter at its own expense, in good faith and in a manner
         consistent with the best interests of the Indemnified Party;


                           (ii) such Indemnifying Party shall keep the
         Indemnified Party fully informed as to the status of the defense of
         such Third-Party Matter;


                           (iii) such Indemnifying Party shall employ legal
         counsel, accountants and/or other experts reasonably satisfactory to
         the Indemnified Party to represent the Indemnified Party in connection
         with such Third-Party Matter;


                           (iv) the Indemnified Party shall have the right to
         observe and be present (at its own expense) at any and all meetings,
         conferences and other proceedings with respect to such Matter;


                           (v) the Indemnifying Party shall obtain the prior
         written approval of the Indemnified Party before entering into any
         settlement of such Third-Party Matter or ceasing to defend against such
         Third-Party Matter, if, pursuant to or as a result of such settlement
         or cessation, injunctive or other equitable relief would be imposed
         against the Indemnified Party;


                           (vi) without the written consent of the Indemnified
         Party, the Indemnifying Party shall not consent to the entry of any
         judgment or enter into any settlement that does not include as an
         unconditional term thereof the giving of a release from liability in
         respect of such Third-Party Matter to each Indemnified Party by the
         claimant or plaintiff; and


                           (vii) unless such Indemnifying Party is successful in
         defending such Third-Party Matter on the merits, any and all losses,
         damages, costs, and expenses which any Indemnified Party shall suffer
         or incur in connection with such Third-Party Matter shall be
         conclusively deemed to be losses, damages, costs and expenses as to
         which the Indemnified Party shall have the right to be indemnified and
         held harmless under this Article X.

         Neither the observation or participation by any Indemnified Party in
the defense of any Third-Party Matter, nor the failure by any Indemnified Party
to observe or participate in the defense of any Third-Party Matter, shall affect
in any way the liabilities and obligations of the Indemnifying Party with
respect to such Third-Party Matter under this Article X.


                                      -51-
<PAGE>
         If the Indemnifying Party does not assume the defense of such
Third-Party Matter with legal counsel reasonably satisfactory to the Indemnified
Party within 15 days after the Indemnifying Party has received notice of such
Third-Party Matter from the Indemnified Party, the Indemnified Party shall have
the right to undertake the defense, compromise and settlement of such
Third-Party Matter on behalf of and for the account and risk of the Indemnifying
Party.

                  (b) Expenses. If the Indemnified Party undertakes the defense,
compromise and settlement of such Third-Party Matter pursuant to Section
10.4(a), the Indemnifying Party will promptly reimburse the Indemnified Party
for all reasonable fees, costs and expenses (including but not limited to Legal
Expenses) incurred by the Indemnified Party in respect of such Third-Party
Matter. The reimbursement of such fees, costs and expenses shall be made by
periodic payments during the course of any investigation or defense, as and when
bills are received or expenses incurred.

                  (c) Cooperation. The Indemnified Party and the Indemnifying
Party shall cooperate in the defense of a Third Party Matter that is defended in
accordance with this Section 10.4, and shall make available to the defending
person or its representative all records and materials required for its use in
such defense.

         10.5 Rights to Set-Off. Notwithstanding anything to the contrary in
this Agreement, (a) Bentley shall have the right to set-off against the
remaining unpaid Consideration (including, for such purposes, a reduction in the
principal and interest due on the Note which shall be applied first to accrued
and unpaid interest and then to unpaid principal) (i) any amounts then due but
not paid by Intergraph as a result of any Bentley Losses which any Bentley
Indemnitee has incurred and for which such Bentley Indemnitee is entitled to
indemnification under this Article X or (ii) any payments due but not paid to
Bentley under Section 7.2 in connection with the Maintenance Agreements, and (b)
Intergraph shall have the right to set-off against the amounts due to Bentley
under Section 7.2 (i) any amounts then due but not paid by Bentley as a result
of any Intergraph Losses which any Intergraph Indemnitee has incurred and for
which such Intergraph Indemnitee is entitled to indemnification under this
Article X or (ii) at any time while there shall be any past due payment of
principal or interest under the Note; any amount of principal or interest then
or thereafter to become due under the Note, in whatever order Intergraph may in
its discretion elect; provided, however, that Intergraph and Bentley agree and
acknowledge that any amounts that the other sets off pursuant to its right under
this Section 10.5 shall not be considered past due. The parties agree that no
other offsets shall be permitted against the amounts payable by each to the
other hereunder or under the Note.


                                   Article XI

                                     GENERAL

         11.1 Survival of Representations and Agreements. All representations
and warranties contained in this Agreement or in any certificate, document,
affidavit or instrument delivered


                                      -52-
<PAGE>
pursuant to this Agreement shall survive the Closing and any investigation made
at any time by or on behalf of any of the parties or any other Person and shall
continue in full force and effect:

                  (a) forever and without any limit upon duration in the case of
the representations and warranties set forth in Sections 3.3, 3.11, 3.12, 3.15,
3.19, 3.22, 3.23, 3.24 and 4.3;

                  (b) until 60 days following the latest date on which any
statute of limitations (including any extensions thereof) expires with respect
to any taxable year or period up to and including any taxable year or period
ending on or which includes the Closing Date, in the case of the representation
and warranty of the Selling Entities set forth in Section 3.10 hereof;

                  (c) in the case of a representation or warranty of the Selling
Entities set forth in Sections 3.16 and 3.20 hereof, until 60 days following the
expiration date of the statute of limitations underlying such representation or
warranty; and

                  (d) until the expiration of the twenty-four (24) month period
following the Closing Date in the case of all other representations and
warranties.

         11.2 Termination. This Agreement may be terminated at any time prior to
the Closing:

                  (a) by the mutual consent in writing of Bentley and
Intergraph;


                  (b) by Bentley or the Selling Entities, if the Closing has not
occurred by December 31, 2000, provided that the failure to close is not a
result of a breach of the party acting to terminate this Agreement;

                  (c) by Bentley, if any representation or warranty of
Intergraph made in or pursuant to this Agreement is untrue or incorrect in any
material respect, Intergraph materially breaches the convents or other terms of
this Agreement or if any of the conditions precedent to Closing contained in
Article VIII are not satisfied; or

                  (d) by Intergraph, if any representation or warranty of
Bentley made in or pursuant to this Agreement is untrue or incorrect in any
material respect, Bentley materially breaches the covenants or other terms of
this Agreement or if any of the conditions precedent to Closing contained in
Article IX are not satisfied.

         A party terminating this Agreement pursuant to this Section 11.2 shall
give written notice thereof to the other party hereto, whereupon this Agreement
shall terminate and the transactions contemplated hereby shall be abandoned
without any further action by any party; provided, however, that if such
termination is by Bentley or Intergraph pursuant to Section 11.2(c) or (d),
respectively, nothing herein shall effect the non-breaching party's right to
damages on account of such other party's breach.

         11.3 HSR Filings; Other Filings. Each of the Selling Entities and
Bentley has filed with the Federal Trade Commission ("FTC") and the Antitrust
Division of the United States


                                      -53-
<PAGE>
Department of Justice ("DOJ") a Notification and Report Form and related
material required to be filed by it under the HSR Act with respect to the
transactions contemplated hereby. The Selling Entities and Bentley shall
cooperate and use reasonable efforts to prepare and file as promptly as
practicable after the date hereof all requisite applications, notices and other
necessary instruments or documents in order to obtain the approvals, Consents
and other authorizations referred to in Sections 3.4 and 4.4 (including any
additional documents and materials required by the FTC or DOJ) and agree to act
with all reasonable diligence to obtain all such approvals and licenses.

         11.4 Expenses of Transaction. Except as provided in Sections 2.2(b) and
2.2(d), each party shall be responsible for its own costs associated with the
negotiation and consummation of the transactions contemplated hereby, including
without limitation all legal, consulting and accounting expenses and any fees or
commissions due any broker as a consequence of the consummation of such
transactions. The filing fees paid to the FTC in connection with the filings
pursuant to the HSR Act have been borne equally by Bentley and Intergraph. Each
of the parties hereto is responsible for, and shall indemnify the other against,
any claim by any third party to a fee, commission or other remuneration arising
by reason of any services alleged to have been rendered to or at the insistence
of said party with respect to this Agreement or any of the transactions
contemplated hereby.

         11.5 Public Disclosure. No party shall issue any press release or
otherwise make any public statement with respect to the transactions
contemplated hereby, except with the prior written consent of the other party;
provided, however, that such consent shall not be required for any disclosure or
reporting obligations of any party, to the extent required by applicable
Legislative Enactments or other competent authority, but (to the maximum extent
practicable under the circumstances) such disclosing party shall consult with
the other party in advance.

         11.6 Notices. Any notices or other communications required or permitted
hereunder or under any other agreement contemplated hereunder shall be deemed
given if sent by registered or certified mail (postage prepaid), overnight
delivery via nationally recognized courier, or facsimile transmission (provided
that in the case of courier or facsimile transmission, a copy is also sent by
registered or certified mail, postage prepaid); in each case addressed as
follows:

         If to any of the Selling Entities, to:

                  Intergraph Corporation
                  One Madison Industrial Park
                  Huntsville, Alabama  35894-0001
                  Attention:  John W. Wilhoite
                  Facsimile No.:  (256) 730-2048

         If to Bentley, to:

                  Bentley Systems, Incorporated
                  690 Pennsylvania Avenue


                                      -54-
<PAGE>
                  Exton, Pennsylvania 19341
                  Attention:  David G. Nation, Senior Vice President and
                              General Counsel
                  Facsimile No.:  (610) 458-3181

Each such Person may designate by notice to all other such Persons a new address
for its receipt of notices and other communications. The return receipt for
mail, the delivery receipt for such a courier or the answerback for facsimile
transmission shall be conclusive evidence of such delivery.

         11.7 Assignment. This Agreement shall be binding upon and inure to the
benefit of the parties and their respective successors and permitted assigns.
Bentley may not assign any right under this Agreement or delegate any
obligations hereunder without the express prior written consent of Intergraph,
except to one or more other Affiliates of Bentley; provided, however, that any
such delegation of obligations hereunder to one or more Affiliates of Bentley
shall not relieve Bentley of any of its obligations under this Agreement. No
Selling Entity may assign any rights under this Agreement or delegate any
obligations hereunder without the express prior written consent of Bentley,
provided that, Bentley acknowledges that Foothill Capital Corporation,
Intergraph's lender, has a lien on Intergraph's rights under this Agreement.

         11.8 Amendments; Waivers, Etc. This Agreement may not be modified or
amended except by a written instrument executed by or on behalf of each of the
parties to this Agreement. The observance of any term of this Agreement may be
waived (either generally or in a particular instance and either retroactively or
prospectively) by the party entitled to enforce such term, but such waiver shall
be effective only if it is in writing signed by the party against which such
waiver is to be asserted. Unless otherwise expressly provided in this Agreement,
no delay or omission on the part of any party in exercising any right or
privilege under this Agreement shall operate as a waiver thereof, nor shall any
waiver on the part of any party of any right or privilege under this Agreement
operate as a waiver of any other right or privilege under this Agreement nor
shall any single or partial exercise of any right or privilege preclude any
other or further exercise thereof or the exercise of any other right or
privilege under this Agreement.

         11.9 Governing Law. Notwithstanding the place where this Agreement may
be executed by any of the parties hereto, the parties expressly agree that all
the terms and provisions hereof shall be governed by, and interpreted and
construed in accordance with, the substantive laws of the State of Delaware,
without giving effect to principles relating to conflict of laws.

         11.10 Consent to Jurisdiction. In relation to any legal action, suit or
proceeding to which Bentley or any Selling Entity is a party arising out of or
in connection with this Agreement or any of the transactions contemplated by
this Agreement, Bentley and each of the Selling Entities hereby irrevocably, for
itself and on behalf of their Affiliates, (a) submits to the non-exclusive
jurisdiction of the courts of the United States of America for the District of
Delaware and to any state court in the State of Delaware (such courts being
herein referred to as the "Agreed Courts") solely in respect of the
interpretation and enforcement of the provisions of this Agreement and of the
documents referred to herein, and (b) waives and agrees not to assert, as a
defense in any proceeding for the interpretation or enforcement hereof or of any
document


                                      -55-
<PAGE>
referred to herein, that it is not subject to the jurisdiction of the Agreed
Courts, or that such proceeding may not be brought or is not maintainable in the
Agreed Courts, or that this Agreement or any of such documents may not be
enforced in or by the Agreed Courts, or that its property is exempt or immune
from execution, or that the proceeding is brought in any inconvenient forum or
that the venue of the proceeding is improper. Such submission to jurisdiction
shall not affect any right of Bentley or any Selling Entity to commence
proceedings in any other jurisdiction, and the commencement of proceedings in
any jurisdiction shall not preclude Bentley or any Selling Entity from
commencing proceedings in any other jurisdiction. Service of any and all process
that may be served on any party hereto in any proceeding arising out of this
Agreement may be made in the manner and to the addresses set forth in Section
11.6 and service thus made shall be taken and held to be valid personal service
upon such party by any party hereto on whose behalf such service is made.
Nothing shall affect the right to serve any process in any other manner
permitted by law.

         11.11 Specific Performance. In addition to any other remedy to which
any party may be entitled, the parties agree that temporary and permanent
injunctive relief and specific performance (which specific performance may take
the form of delivery of any assets which may inadvertently have been omitted
from a Schedule hereto) may be granted, to the extent permitted under applicable
law, without proof of actual damages or inadequacy of legal remedy in any
proceeding that may be brought to enforce any of the provisions of this
Agreement.

         11.12 Tax Matters.

                  (a) Tax Reporting for 2000. The Selling Entities will (i)
prepare and timely file with each applicable tax or revenue service, taxing
authority, or taxing tribunal (where the Acquired Assets are subject to Tax) Tax
Returns which include all income, gains, losses, deductions and credits
attributable to the Acquired Assets for the period or periods up to but not
including the Closing Date and (ii) make timely payments of, and indemnify and
hold Bentley harmless from and against, all Taxes required to be reflected on
such Tax Returns. Bentley will (A) prepare and timely file with each applicable
tax or revenue service, taxing authority, or taxing tribunal (where the Acquired
Assets are subject to Tax) Tax Returns which include all income, gains, losses,
deductions and credits attributable to the Acquired Assets for the period on or
after the Closing Date and (B) make timely payments of, and indemnify and hold
the Selling Entities harmless from and against, all Taxes required to be
reflected on such Tax Returns.


                  (b) Transaction Taxes.


                           (i) Liability, Indemnification and Payment. (A) If,
         contrary to the considered judgment of the parties as set forth in
         Section 11.12(b)(ii) below, any sales and use taxes are imposed by any
         taxing authority, tax or revenue service, or tax tribunal within the
         State of Alabama (the "Alabama Sales and Use Taxes"), the party upon
         which such Alabama Sales and Use Taxes are legally imposed shall pay
         such sales and use taxes and any related interest, penalty, etc. to the
         applicable taxing authority and the other party


                                      -56-
<PAGE>
         shall promptly pay to, indemnify and hold the paying party harmless
         from and against 50% of such Alabama Sales and Use Taxes and any
         related interest, penalty, etc. (B) similarly, the parties shall each
         indemnify one another against 50% of all other Transaction Taxes
         ("Other Transaction Taxes"). (C) In every case where a payment of
         Transaction Taxes is required to be made directly by the indemnitee to
         the relevant taxing authority, (i) the indemnifying party shall pay to
         the indemnitee the amount of such Transaction Taxes which are required
         to be paid by the indemnitee within thirty (30) days of the date that
         the indemnitee furnishes the indemnifying party with written notice and
         documentation proving that such Transaction Taxes are due and payable
         by the indemnitee to the applicable taxing authority and (ii) such
         amount shall bear interest at the Prime Rate if not paid within such
         thirty (30) day period. In this regard, Transaction Taxes shall not be
         deemed to be due and payable by the indemnitee during any period in
         which such Transaction Taxes may legally be contested without advance
         payment, unless the indemnifying party requests the indemnitee to make
         payment of such Transaction Taxes.


                           (ii) Planning and Cooperation. Each of the Selling
         Entities and Bentley (A) believe, based on their separate and
         independent research, that each of the transfers provided for in this
         Agreement are transfers of a business as a going concern, if and to the
         extent allowable under applicable Legislative Enactments with respect
         to value added taxes ("VAT"), (B) believe, based on their separate and
         independent research, that each of the transfers provided for in this
         Agreement qualify as transfers that are exempt from Alabama Sales and
         Use Taxes, based on the casual sale and other allowable exemptions, and
         (C) shall act in a manner consistent with the foregoing. In the event
         that there is any assertion or determination that VAT, Alabama Sales
         and Use Tax, or Other Transaction Tax applies or may apply in
         connection with any transactions under this Agreement, or in connection
         with any transactions under this Agreement as to which any type of
         Other Transaction Tax does or may apply, Bentley and the applicable
         Selling Entities shall, in consultation and cooperation with each other
         and on a timely basis and commercially reasonable basis, give such
         notices, make such filings and requests, adopt such reporting
         positions, provide such information, and appear before such tax or
         revenue service, taxing authority, or taxing tribunal as are required,
         desirable, or reasonably requested by the other party, in an effort to
         maintain that such transfers are exempt or otherwise outside the scope
         of VAT, the Alabama Sales and Use Tax, or Other Transaction Taxes (as
         the case may be), in order to obtain or perfect an exemption of such
         transactions from VAT, the Alabama Sales and Use Tax, or Other
         Transaction Taxes (as the case may be), in order to obtain a reduction
         in rates for VAT applicable to such transactions, or in order to obtain
         a recovery of any VAT, Alabama Sales and Use Tax, or Other Transaction
         Tax (as the case may be) paid with respect to such transactions.
         Notwithstanding anything in this Section 11.12(b)(ii) to the contrary,
         however, no party (the "first party") shall be required to take any
         action requested by the other party (the "requesting party") which
         results or could reasonably result in an increase in the amount of
         Taxes or Transaction Taxes imposed upon the first party or its
         Affiliates, unless the requesting party agree to indemnify the first
         party and its Affiliates for the amount of any


                                      -57-
<PAGE>
         such increase in Taxes or Transaction Taxes. Further, no party will be
         required to take any action requested by the other party that is not
         based on accepted tax practice and the legal requirements regarding the
         Transaction Tax involved.


                           (iii) Audits, Litigation, and other Contests. (A)
         Each party shall promptly provide the other party with written notice
         of any claim, or of the commencement of any audit or proceeding,
         together with copies of all correspondence, notices or other documents
         relating thereto, which may result in increased Transaction Taxes. (B)
         In the case of Alabama Sales and Use Taxes, both the Selling Entities
         and Bentley shall jointly control the contest of such sales and use
         taxes, both the Selling Entities and Bentley shall keep each other
         fully informed of all proceedings relating to Alabama Sales and Use
         Taxes, both the Selling Entities and Bentley shall take such steps as
         are reasonably requested by the other party in order to allow such
         other party to participate in any contest of such Alabama Sales and Use
         Taxes, and neither the Selling Entities nor Bentley shall be permitted
         to settle or compromise the dispute of Alabama Sales and Use Taxes
         without the written consent of the other party. However, either party
         can pay its 50% share of any disputed Alabama Sales and Use Taxes (and
         any related interest, penalties, etc.) at any time by notifying and
         paying to the other party such 50% share of disputed Alabama Sales and
         Use Taxes and any related interest, penalties, etc. that have accrued
         through such date of payment. In cases where a party (the "surrendering
         party") pays its 50% share of disputed Alabama Sales and Use Taxes in
         accordance with the preceding sentence, the surrendering party shall
         provide the other party (the "continuing party") with powers of
         attorney or other appropriate documents which will enable the
         continuing party to fully control and continue the dispute, shall not
         take any actions or disclose any information that would adversely
         affect the continuing party's conduct or resolution of the dispute, and
         shall be released of any further liability with respect to, and shall
         not share in any favorable resolution of, the disputed Alabama Sales
         and Use Taxes. (C) Similar contest provisions shall apply in the case
         of Other Transaction Taxes.


                           (iv) Record Retention. Each party will retain all Tax
         Returns, schedules, material records, workpapers or other documents
         relating to Transaction Taxes until the expiration of the statute of
         limitations (including extensions) for assessing or collecting such
         Transactions Taxes. Before any tax records or documents are destroyed,
         the party holding such records shall notify the other party of its
         intent to destroy them and shall offer any such records to the other
         party. If the other party wishes to receive such records, it shall
         notify the party holding the records or documents within 45 days of
         receipt of notice of the other party's intent to destroy, and will be
         liable for any costs related to the transfer of such records.


         11.13 Knowledge. All references in this Agreement to a party's
knowledge respecting a particular matter shall conclusively be deemed and
presumed to include, without limitation, all


                                      -58-
<PAGE>
facts, circumstances and conditions known to such party, its directors and
officers after reasonable due inquiry (except as otherwise specifically noted
herein) regarding such matter; provided, however, that in the case of the
Selling Entities, the only officers that will be deemed and presumed to have
knowledge of a given matter will be James Taylor, John W. Wilhoite, Dennis
Sanders, Larry T. Miles, David Vance Lucas and all Presidents or other chief
operating officers of the vertical business units responsible for the
development, design or sale of the Civil, Plotting or Raster products.

         11.14 Waiver of Bulk Sales Compliance. The parties hereby waive
compliance with the bulk transfer or bulk sales provisions of the applicable
state Uniform Commercial Code provisions or any other Legislative Enactment;
provided, however, that such waiver shall not constitute a limitation of the
rights of Bentley under Article X.

         11.15 Waivers of Deliveries or Conditions Precedent. Notwithstanding
any provision to the contrary in this Agreement or in any certificate, document
or instrument delivered pursuant to this Agreement, any express or implied
waiver by Bentley or the Selling Entities of the requirement of the other to
deliver any item or Consent to be delivered at the Closing or to satisfy any
conditions precedent shall not abrogate, diminish or otherwise affect any rights
of the waiving party under this Agreement, including without limitation those
rights set forth in Section 11.2.

         11.16 Number and Gender. Unless the context otherwise requires, the
singular and plural forms in this Agreement shall be mutually inclusive, and the
masculine, feminine and neuter forms in this Agreement shall be mutually
inclusive.

         11.17 Section Headings, Schedules, Etc. The cover page and table of
contents preceding this Agreement and the headings of the various sections of
this Agreement and the Schedules hereof and Exhibits hereto are for convenience
of reference only and do not, and shall not be deemed to, modify, define, expand
or limit any of the terms or provisions hereof. Any item referenced in a
Schedule hereto is deemed to be disclosed only with respect to the specific
Section number of this Agreement which is explicitly referenced in the Schedule.
The absence of any Schedule hereto, the purpose of which is set forth exceptions
or other qualifications to the representations and warranties hereunder, shall
be deemed to state that no such exceptions or qualifications exist.

         11.18 Complete Agreement; Counterparts. This document and the documents
(including Exhibits and Schedules) referred to herein, contain the complete
agreement and understanding of the parties hereto and thereto with respect to
the matters covered hereby and thereby, and they rescind and supersede any prior
agreements and understandings which may have in any way related to the subject
matter hereof and thereof. The express terms hereof control and supersede any
course of performance or usage of the trade inconsistent with any of the terms
hereof. This Agreement may be executed by the parties hereto in several
counterparts, and, when so executed and delivered, shall be an original as
against any party whose signature appears thereon, but all such counterparts
shall together constitute but one and the same instrument.


                                      -59-
<PAGE>
         11.19 Severability. If any provision of this Agreement or the
application of any such provision to any Person or circumstance, shall be
declared judicially to be invalid, unenforceable or void, such decision shall
not have the effect of invalidating or voiding the remainder of this Agreement,
it being the intent and agreement of the parties that this Agreement shall be
deemed amended by modifying such provision to the extent necessary to render it
valid, legal and enforceable while preserving its intent or, if such
modification is not possible, by substituting therefor another provision that is
legal and enforceable and that achieves the same objective.

         11.20 No Third Party Beneficiaries. Nothing in this Agreement is
intended or shall be construed to give any Person, other than the parties
hereto, any legal or equitable right, remedy or claim under or in respect of
this Agreement or any provision contained herein.




                                      -60-
<PAGE>
         IN WITNESS WHEREOF, the parties hereto have each caused this Agreement
to be duly executed by their respective duly authorized officers or
representatives, all as of the day and year first above written.


                             SELLING ENTITIES:

                             INTERGRAPH CORPORATION


                             By:  /s/ John W. Wilhoite
                                 -----------------------------------------------
                             Name:  John W. Wilhoite
                             Title: Vice President




                                      -61-
<PAGE>
                             Intergraph (UK), Ltd.
                             Intergraph (Deutschland) GmbH
                             Intergraph (Switzerland) A.G.
                             Intergraph GmbH (Osterreich)
                             Intergraph (France) S.A.
                             Intergraph (Sverige) AB
                             Intergraph CAD/CAM (Danmark) A/S
                             Intergraph Norge A/S
                             Intergraph Finland Oy
                             Intergraph Europe (Polska) Sp. z o.o.
                             Intergraph CR spol. s r.o.
                             Intergraph Espana, S.A.
                             Intergraph (Portugal) Sistemas de Computacao
                                     Grafica, S.A.
                             Intergraph (Italia), L.L.C.
                             Intergraph (Hellas) S.A.
                             Intergraph Benelux B.V.
                             Intergraph Benelux B.V. (Belgian Branch)
                             Intergraph Corporation Pty. Ltd.
                             Intergraph Corporation (N.Z.) Limited
                             Intergraph Corporation Taiwan
                             Intergraph Industry Solutions Japan K.K.
                             Intergraph Korea, Ltd
                             Intergraph Hong Kong Limited
                             Intergraph China Limited
                             Intergraph Canada Ltd.
                             Intergraph (Middle East) L.L.C. (Dubai (UAE)
                             registered branch of a Delaware LLC)
                             Intergraph de Mexico, S.A. de C.V.
                             Intergraph Servicios de Venezuela C.A.


                             BY:  /s/ John W. Wilhoite
                                --------------------------------------------
                             Name:  John W. Wilhoite, as attorney in fact






                                      -62-
<PAGE>
                             BENTLEY:

                             BENTLEY SYSTEMS, INCORPORATED


                             By: /s/ Gregory S. Bentley
                                ------------------------------------------------
                             Name:   Gregory S. Bentley
                             Title:  Chief Executive Officer and President

                             BSI NETHERLANDS:

                             BENTLEY SYSTEMS EUROPE BV


                             By: /s/ Gregory S. Bentley
                                ------------------------------------------------
                             Name:   Gregory S. Bentley
                             Title:  President





                                      -63-



</TEXT>
</DOCUMENT>
