As filed with the Securities and Exchange Commission on June 12, 2001
                                                    Registration No. 333-______

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                  --------------------------------------------

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                      ------------------------------------

                                MICROGRAFX, INC.
             (Exact name of registrant as specified in its charter)

                  TEXAS                                         75-1952080
     (State or other jurisdiction of                         (I.R.S. Employer
     incorporation or organization)                         Identification No.)

    8144 WALNUT HILL LANE, SUITE 1050
               DALLAS, TX                                          75231
(Address of principal executive offices)                        (Zip Code)
                     ---------------------------------------

            MICROGRAFX, INC. EMPLOYEE STOCK PURCHASE PLAN, AS AMENDED
 MICROGRAFX, INC. 1995 INCENTIVE AND NONSTATUTORY STOCK OPTION PLAN, AS AMENDED
                            (Full title of the plan)
                     ---------------------------------------

           GREG DEWITT                                     COPY TO:
        MICROGRAFX, INC.                                 CARTER MEYER
8144 WALNUT HILL LANE, SUITE 1050                       VINSON & ELKINS
        DALLAS, TX 75231                          A PROFESSIONAL CORPORATION
         (469) 232-1000                            3700 TRAMMELL CROW CENTER
                                                       2001 ROSS AVENUE
                                                  DALLAS, TEXAS  75201-2975
                       (Name, address and telephone number
                    including area code of agent for service)
                     ---------------------------------------
<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
====================================== =================== ================ ======================== =============
                 <S>                         <C>                <C>                  <C>                <C>

                                                              PROPOSED             PROPOSED
                                             AMOUNT            MAXIMUM              MAXIMUM           AMOUNT OF
          TITLE OF CLASS OF                  TO BE         OFFERING PRICE          AGGREGATE         REGISTRATION
     SECURITIES TO BE REGISTERED        REGISTERED(1)(2)   PER SHARE(3)(4)   OFFERING PRICE(3)(4)       FEE(4)
-------------------------------------- ------------------- ---------------- ------------------------ -------------

Common Stock, $0.01 par value per        700,000 Shares        $ 1.08              $756,000            $189.00
share
Common Stock, $0.01 par value per       1,000,000 Shares       $ 1.08             $1,080,000           $270.00
share                                                                                                  -------
                                                                                                       $459.00
                                                                                                       =======

====================================== =================== ================ ======================== =============
</TABLE>

(1)      The securities to be registered consist of (i) 700,000 shares reserved
         for issuance under the Micrografx, Inc Employee Stock Purchase Plan, as
         amended (the "Purchase Plan") and (ii) 1,000,000 shares reserved for
         issuance under the Micrografx, Inc. 1995 Incentive and Nonstatutory
         Stock Option Plan, as amended (the "Option Plan").
(2)      Pursuant to Rule 416, this Registration Statement is deemed to include
         additional shares of Common Stock issuable under the terms of the
         Purchase Plan and the Option Plan to prevent dilution resulting from
         any future stock split, stock dividend or similar transaction.
(3)      Estimated solely for the purpose of calculating the registration fee.
(4)      Calculated pursuant to Rule 457(c) and (h). Accordingly, the price per
         share of the Common Stock offered hereunder pursuant to the Plan is
         based on a price per share of $1.08, which is the average of the high
         and low prices reported on the OTC Bulletin Board(R) (OTCBB) in the
         Common Stock as of June 8, 2001, which is a date within five business
         days prior to the date of filing the registration statement.


<PAGE>

         This registration statement is being filed, in accordance with General
Instruction E to Form S-8, to register additional shares of Common Stock for
sale under the (i) Micrografx, Inc. Employee Stock Purchase Plan, as amended
(the "Purchase Plan"), and (ii) Micrografx, Inc. 1995 Incentive and Nonstatutory
Stock Option Plan, as amended (the "Option Plan"). The contents of the
Registrant's Form S-8 Registration Statements (Nos. 33-41665, 33-71010,
33-86732, 333-03427 and 333-65499, relating to the Purchase Plan and Nos.
33-86370, 333-65501, 333-72395 and 333-96501, relating to the Option Plan) are
incorporated by reference in this registration statement.


EXHIBITS.

         Unless otherwise indicated below as being incorporated by reference to
another filing of the registrant with the Commission, each of the following
exhibits is filed herewith.
<TABLE>
<CAPTION>


Exhibit           Description of Exhibit
<S>                     <C>

4.1      Micrografx, Inc. Employee Stock Purchase Plan (filed as Exhibit 10.26 to the registrant's Registration Statement on
         Form S-1 (No. 33-42195) and incorporated herein by reference).

4.2      Amendment # 1 to Employee Stock Purchase Plan (filed as Exhibit 10.24 to Amendment No. 2 to the registrant's Annual
         Report on Form 10-K for the year ended June 30, 2000)

4.3      Amendment # 2 to Employee Stock Purchase Plan (filed as Exhibit 10.25 to Amendment No. 2 to the registrant's Annual
         Report on Form 10-K for the year ended June 30, 2000)

4.4      Amendment # 3 to Employee Stock Purchase Plan (filed as Exhibit 10.26 to Amendment No. 2 to the registrant's Annual
         Report on Form 10-K for the year ended June 30, 2000)

4.5      Amendment # 4 to Employee Stock Purchase Plan (filed as Exhibit 10.27 to Amendment No. 2 to the registrant's Annual
         Report on Form 10-K for the year ended June 30, 2000)

4.6      Amendment # 5 to Employee Stock Purchase Plan

4.7      Micrografx,  Inc. 1995  Incentive and  Nonstatutory  Stock Option Plan (filed as  Exhibit 10.27  to the  registrant's
         Annual Report on Form 10-K for the year ended March 31, 1994, and incorporated herein by reference).

4.8      Amendment # 1 to Micrografx, Inc. 1995 Stock Option Plan (filed as Exhibit 10.21 to Amendment No. 2 to the
         registrant's Annual Report on Form 10-K for the year ended June 30, 2000)

4.9      Amendment # 2 to Micrografx, Inc. 1995 Stock Option Plan (filed as Exhibit 10.22 to Amendment No. 2 to the
         registrant's Annual Report on Form 10-K for the year ended June 30, 2000)

4.10     Amendment # 3 to Micrografx, Inc. 1995 Stock Option Plan (filed as Exhibit 10.23 to Amendment No. 2 to the
         registrant's Annual Report on Form 10-K for the year ended June 30, 2000)

4.11     Amendment # 4 to Micrografx, Inc. 1995 Stock Option Plan

23.1     Consent of Vinson & Elkins, a Professional Corporation (included in their opinion filed as Exhibit 23.1 hereto)

23.2     Consent of Ernst & Young LLP

</TABLE>



<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Dallas, Texas, on June 12, 2001:

                             MICROGRAFX, INC.


                             By:       /s/ James L. Hopkins
                                      -----------------------
                                      James L. Hopkins,
                                      President and Chief Executive Officer

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated. Each person whose signature appears below
authorizes and appoints James L. Hopkins as his or her attorney-in-fact to
execute in the name of such person and to file any amendments to this
Registration Statement necessary or advisable to enable the Registrant to comply
with the Securities Act of 1933 and any rules, regulations and requirements of
the registration of the securities which are the subject of this Registration
Statement, which amendments may make such changes in the Registration Statement
as such attorney-in-fact may deem appropriate.



<TABLE>
<CAPTION>
        <S>                               <C>                                <C>


      SIGNATURE                         CAPACITY                             DATE
========================      ======================================    ===============

/s/ James L. Hopkins          Chairman  of the  Board of  Directors,     June 12, 2001
---------------------         Chief  Executive  Officer,   President
James L. Hopkins              and  Director   (Principal   Executive
                              Officer)

/s/ Greg DeWitt               Chief Financial Officer                    June 12, 2001
---------------               (Chief Financial Officer)
Greg DeWitt

/s/ Sarah C. Sutton           Corporate Controller                       June 12, 2001
--------------------          (Chief Accounting Officer)
Sarah C. Sutton

/s/ John M. Carradine         Director                                   June 12, 2001
---------------------
John M. Carradine

/s/ P. Michael Sullivan       Director                                   June 12, 2001
-----------------------
P. Michael Sullivan

</TABLE>


<PAGE>

<TABLE>
<CAPTION>

                                                             EXHIBIT INDEX
 <S>                            <C>
Exhibit
Number                     Document Description
---------  ----------------------------------------------------------------------------------------------------------------

4.1      Micrografx, Inc. Employee Stock Purchase Plan (filed as Exhibit 10.26 to the registrant's Registration Statement on
         Form S-1 (No. 33-42195) and incorporated herein by reference).

4.2      Amendment # 1 to Employee Stock Purchase Plan (filed as Exhibit 10.24 to Amendment No. 2 to the registrant's Annual
         Report on Form 10-K for the year ended June 30, 2000)

4.3      Amendment # 2 to Employee Stock Purchase Plan (filed as Exhibit 10.25 to Amendment No. 2 to the registrant's Annual
         Report on Form 10-K for the year ended June 30, 2000)

4.4      Amendment # 3 to Employee Stock Purchase Plan (filed as Exhibit 10.26 to Amendment No. 2 to the registrant's Annual
         Report on Form 10-K for the year ended June 30, 2000)

4.5      Amendment # 4 to Employee Stock Purchase Plan (filed as Exhibit 10.27 to Amendment No. 2 to the registrant's Annual
         Report on Form 10-K for the year ended June 30, 2000)

4.6      Amendment # 5 to Employee Stock Purchase Plan

4.7      Micrografx,  Inc. 1995  Incentive and  Nonstatutory  Stock Option Plan (filed as  Exhibit 10.27  to the  registrant's
         Annual Report on Form 10-K for the year ended March 31, 1994, and incorporated herein by reference).

4.8      Amendment # 1 to Micrografx, Inc. 1995 Stock Option Plan (filed as Exhibit 10.21 to Amendment No. 2 to the
         registrant's Annual Report on Form 10-K for the year ended June 30, 2000)

4.9      Amendment # 2 to Micrografx, Inc. 1995 Stock Option Plan (filed as Exhibit 10.22 to Amendment No. 2 to the
         registrant's Annual Report on Form 10-K for the year ended June 30, 2000)

4.10     Amendment # 3 to Micrografx, Inc. 1995 Stock Option Plan (filed as Exhibit 10.23 to Amendment No. 2 to the
         registrant's Annual Report on Form 10-K for the year ended June 30, 2000)

4.11     Amendment # 4 to Micrografx, Inc. 1995 Stock Option Plan

23.1     Consent of Vinson & Elkins, a Professional Corporation (included in their opinion filed as Exhibit 5.1 hereto)

23.2     Consent of Ernst & Young LLP
</TABLE>






<PAGE>


                                                                     EXHIBIT 4.6
                                MICROGRAFX, INC.

                                  AMENDMENT #5

                          EMPLOYEE STOCK PURCHASE PLAN

         The following constitute the provisions of the Employee Stock Purchase
Plan of Micrografx, Inc.

         1. Purpose. The purpose of the Plan is to provide employees of the
     Company and its Designated Subsidiaries with an opportunity to purchase
     Common Stock of the Company through accumulated payroll deductions. It is
     the intention of the Company to have the plan qualify as an "Employee Stock
     Purchase Plan" under Section 423 of the Code (as defined herein). The
     provisions of the Plan shall, accordingly, be construed so as to extend and
     limit participation in a manner consistent with the requirements of that
     section of the Code.

         2. Definitions.
             (a) "Board" shall mean the Board of Directors of the Company.

             (b) "Code" shall mean the Internal Revenue Code of 1954, as
         amended, and the Internal Revenue Code of 1986, as amended.

             (c) "Common Stock" shall mean the Common Stock, $.01 par value per
share, of the Company.

             (d) "Company" shall mean Micrografx, Inc., a Texas corporation.

             (e) "Compensation" shall mean all regular straight time gross
         earnings and commissions, exclusive of payments for overtime, shift
         premium, incentive compensation, incentive payments, bonuses or other
         compensation.

             (f) "Continuous Status as an Employee" shall mean the absence of
         any interruption or termination of service as an Employee. Continuous
         Status as an Employee shall not be considered interrupted in the case
         of a leave of absence agreed to in writing by the Company, provided
         that such leave is for a period of not more than 90 days or
         reemployment upon the expiration of such leave is guaranteed by
         contract or statute.

             (g) "Designated Subsidiaries" shall mean the Subsidiaries which
         have been designated by the Board from time to time in its sole
         discretion as eligible to participate in the Plan.

             (h) 'Employee" shall mean any person, including an officer, who is
         customarily employed for at least twenty (20) hours per week and for
         more than five (5) months in the calendar year by the Company or one of
         its Designated Subsidiaries.

             (i) "Enrollment Date" shall mean the first day of each Offering
                Period.

             (j) "Exercise Date" shall mean the first paydate in February and
         the first paydate in August of each year within an Offering Period.

             (k) "Exercise Period" shall mean the six month period commencing
         one (1) day after one Exercise Date and ending with the next Exercise
         Date.

             (l) "Offering Period" shall mean a period of twenty four (24)
         months during which an option granted pursuant to the Plan may be
         exercised.

             (m) "Plan" shall mean this Employee Stock Purchase Plan.

             (n) "Subsidiary" shall mean a corporation, domestic or foreign, of
         which not less than 50% of the voting shares are held by the Company or
         a Subsidiary, whether or not such corporation now exists or is
         hereafter organized or acquired by the Company or a Subsidiary.


         3. Eligibility.

             (a) General Rule. Any Employee, as defined in paragraph 2, who
         shall be employed by the Company or Designated Subsidiary on a given
         Enrollment Date shall be eligible to participate in the Plan, subject
         to the requirements of paragraph 5(a) and the limitations imposed by
         Section 423(b) of the Code.

             (b) Exceptions. Any provisions of the Plan to the contrary
        notwithstanding,  no Employee shall be granted
         an option under the Plan if:

             (i) Immediately after the grant, such Employee (or any other person
         whose stock would be attributed to such Employee pursuant to Section
         425(d) of the Code) would own stock and/or hold outstanding options to
         purchase stock possessing five percent (5%) or more of the total
         combined voting power or value of all classes of stock of the Company
         or of any Subsidiary, or

             (ii) Such option would permit such Employee's right to purchase
         stock under all employee stock purchase plans (described in Section 423
         of the Code) of the Company and its Subsidiaries to accrue at a rate
         which exceeds Twenty-Five Thousand Dollars ($25,000) of the fair market
         value of such stock (determined at the time such option is granted) for
         each calendar year in which such option is outstanding at any time.

         4. Offering Periods. The Plan shall be implemented by Offering Periods
     with the first Offering Period beginning on or about the first Monday
     immediately following the first paydate in August 1991 or February 1992, as
     determined by the Board of Directors and continuing until terminated in
     accordance with the Plan. The Board of Directors of the Company shall have
     the power to change the duration of the Offering Periods with respect to
     future offerings without stockholder approval if such change is announced
     at least fifteen (15) days prior to the scheduled beginning of the first
     Offering Period to be affected. Absent action by the Board, each Offering
     Period shall be for a period of twenty-four (24) months and new Offering
     Periods shall commence on the Monday immediately following the first
     paydate in February and August of each year.

         5. Participation.

             (a) An eligible Employee may become a participant in the Plan by
         completing a subscription agreement authorizing payroll deductions, in
         a form substantially similar to Exhibit A attached to the Plan, and
         filing it with the Company's payroll office prior to the applicable
         Enrollment Date, unless a later time for filing the subscription
         agreement is set by the Board for all eligible Employees with respect
         to a given Offering Period.

                  (b) Payroll deductions for a participant shall commence on the
first payroll following the Enrollment Date and shall end on the last payroll in
the Offering Period to which such authorization is applicable, unless sooner
terminated by the participant as provided in paragraph 10.

         6. Payroll Deductions.

             (a) At the time a participant files his or her subscription
         agreement, such participant shall elect to have payroll deductions made
         on each payday during the Offering Period at the rate not to exceed ten
         percent (10%) of the Compensation which he or she receives on each
         payday during the Offering Period, provided that the aggregate amount
         of such payroll deductions during the Offering Period shall not exceed
         ten percent (10%) of the participant's aggregate Compensation during
         said Offering Period. An eligible Employee may participate in only one
         Offering Period at a time. The Chief Financial Officer of the Company
         or his designee shall determine whether the amount to be deducted from
         each paycheck is to be designated as a specific dollar amount, or as a
         percentage of eligible Compensation being paid on such day, or as
         either.

             (b) All payroll deductions made by a participant shall be credited
         to his or her account under the Plan. A participant may not make any
         additional payments into such account.


             c) A participant may discontinue his or her payroll deductions
         during the Offering Period by completing and filing with the Company a
         new subscription agreement authorizing a change in the rate of payroll
         deductions. The change in rate shall be effective no later than fifteen
         (15) days following the Company's receipt of the new authorization.

         7. Grant of Option.

             (a) On the Enrollment Date of each Offering Period, each
         participant in such Offering Period shall be granted an option to
         purchase on each Exercise Date during such Offering Period up to a
         number of whole shares of the Company's Common Stock determined by
         dividing the participant's payroll deductions accumulated during such
         Offering Period and prior to such Exercise Date by the lower of (i)
         eighty-five percent (85%) of the fair market value of a share of the
         Company's Common Stock on the Enrollment Date or (ii) eighty-five
         percent (85%) of the fair market value of a share of the Company's
         Common Stock on the Exercise Date, provided that the number of shares
         subject to such option during such Offering Period shall in no event
         exceed the number of shares of the Company's Common Stock determined by
         dividing $75,000 by the fair market value of a share of the Company's
         Common Stock on the Enrollment Date of such Offering Period, and
         provided further that the number of shares subject to such option shall
         be reduced, if necessary, to a number of shares which would not exceed
         the limitations described in Section 3(b) or Section 12(a) hereof The
         fair market value of a share of the Company's Common Stock shall be
         determined as provided in Section 7(b) herein.

             (b) The exercise price per share of the shares offered in a given
         Offering Period shall be the lower of. W eighty-five percent (85%) of
         the fair market value of a share of the Common Stock of the Company on
         the Enrollment Date, or (ii) eighty-five percent (85%) of the fair
         market value of a share of the Common Stock of the Company on the
         Exercise Date. The fair market value of the Company's Common Stock on a
         given date shall be determined by the Board in its discretion; provided
         however, in the event the Common Stock is listed on a stock exchange or
         traded on the National Association of Securities Dealers Automated
         Quotation ("NASDAQ") National Market System, the fair market value per
         share of Common Stock on any given date shall be determined by the
         Board of Directors in any manner that is reasonably based on the last
         reported sale price of the Common Stock on such exchange or on the
         NASDAQ National Market System as of such date.

         8. Exercise of Option. The participant's option for the purchase of
     shares win be exercised automatically on each Exercise Date of each
     Offering Period, and the maximum number of full shares subject to such
     option will be purchased for such participant at the applicable exercise
     price with the payroll deductions accumulated in his or her account, unless
     prior to such Exercise Date the participant has withdrawn from the Offering
     Period or from an Exercise Period as provided in paragraph 10. During a
     participant's lifetime a participant's option to purchase shares hereunder
     is exercisable only by such participant.

         9. Delivery. As promptly as practicable after each Exercise Date the
     Company shall arrange the delivery to each participant, as appropriate, of
     a certificate representing the shares purchased upon exercise of his or her
     option. Any amount remaining in the participant's account after an Exercise
     Date shall be held in the account until the next Exercise Date in such
     Offering Period, unless the Offering Period has been over-subscribed or has
     terminated with such Exercise Date, in which case such amount shall be
     refunded to the participant.

         10. Withdrawal; Termination of Employment.

             (a) A participant may withdraw all, but not less than all, of the
         payroll deductions credited to his or her account and not yet used
         toward the exercise of his or her option under the Plan at any time by
         giving written notice to the Company on a form substantially similar to
         Exhibit B attached to this Plan. Such notice shall state whether the
         participant is only withdrawing from the applicable Exercise Period or
         entirely from the Offering Period. All of the participant's payroll
         deductions credited to his or her account will be paid to such
         participant promptly after receipt of his or her notice of withdrawal
         and his or her option for the current Exercise Period or Offering
         Period (as specified in the notice) will be automatically cancelled,
         and no further payroll deductions for the purchase of shares will be
         made during the Exercise Period or Offering Period (as specified in the
         notice). If a participant withdraws from an Exercise Period, payroll
         deductions will not resume within the same Offering Period unless
         written notice, in substantially the form of Exhibit C attached to this
         Plan is delivered to the Company during the open enrollment period
         preceding the commencement of an Exercise Period within the same
         Offering Period which directs the Company to resume payroll deductions.

             (b) Upon termination of the participant's Continuous Status as an
         Employee of the Company for at least twenty (20) hours per week during
         the Offering Period in which the employee is a participant, he or she
         will be deemed to have elected to withdraw from the Plan and the
         payroll deductions credited to his or her account will be returned to
         such participant and his or her option will be cancelled; provided,
         however, that a participant who goes on a leave of absence shall be
         permitted to remain in the Plan with respect to an Offering Period
         which commenced prior to the beginning of such leave of absence. If
         such participant is not guaranteed reemployment by contract or statute
         and the leave of absence exceeds beyond 90 days, such participant shall
         be deemed to have terminated employment on the 91st day of such leave
         of absence. Payroll deductions for a participant who has been on a
         leave of absence will resume upon return to work at the same rate as in
         effect prior to such leave unless changed by such participant or unless
         the leave of absence begins in one Offering period and ends in a
         subsequent Offering Period, in which case the participant shall not be
         permitted to re-enter the Plan until a new subscription agreement is
         filed with respect to an Offering Period which commences after such
         participant has returned to work from the leave of absence.

             (c) A participant's withdrawal from one Offering Period will not
         have any effect upon his or her eligibility to participate in a
         different Offering Period or in any similar plan which may hereafter be
         adopted by the Company. Although a participant may withdraw from one
         Offering Period and join another Offering Period which commenced prior
         to the end of the Offering Period from which he or she withdrew, such a
         change shall not transfer payroll deductions from one Offering Period
         to another.

         11. Interest. No interest shall accrue on the payroll deductions of a
                participant in the Plan.

         12. Stock.

             (a) The maximum number of shares of the Company's Common Stock
         which shall be made available for sale under the Plan shall be
         2,000,000 shares, subject to adjustment upon changes in capitalization
         of the Company as provided in paragraph 18. If, on a given Exercise
         Date, the number of shares with respect to which options are to be
         exercised exceeds the number of shares then available under the Plan,
         the Company shall make a pro rata allocation of the shares remaining
         available for purchase in as uniform a manner as shall be practicable
         and as it shall determine to be equitable. In such event, the Company
         shall give written notice of such reduction of the number of shares
         which each Employee shall be allowed to purchase.

             (b) The participant will have no-interest or voting right in shares
         covered by his or her option until such option has been exercised.

         (c) Shares to be delivered to a participant under the Plan will be
         registered in the name of the participant or in the names of the
         participant and his or her spouse.

         13. Administration. The Plan shall be administered by the Board or a
     committee appointed by the Board. If a committee is appointed by the Board,
     such committee shall have all of the powers of the Board with respect to
     the Plan except for those powers set forth in Section 19 hereof. The
     administration, interpretation or application of the Plan by the Board or
     its committee shall be final, conclusive and binding upon all participants.
     Members of the Board who are eligible Employees are permitted to
     participate in the Plan; provided, however, that (i) members of the Board
     who are eligible Employees may not vote on any matter affecting the
     administration of the plan or the grant of any option pursuant to the Plan,
     and (ii) if a committee is appointed by the Board to administer the Plan,
     no committee member will be eligible to participate in the Plan.


         14. Designation of Beneficiary.

             (a) A participant may file a written designation of a beneficiary
         who is to receive any shares and cash, if any, from the participant's
         account under the Plan in the event of such participant's death
         subsequent to an Exercise Date on which an option is exercised but
         prior to delivery to such participant of such shares and cash. In
         addition, a participant may file a written designation of a beneficiary
         who is to receive any cash from the participant's account under the
         Plan in the event of such participant's death prior to the Exercise
         Date of the option.

             (b) Such designation of beneficiary may be changed by the
         participant at any time by written notice. In the event of the death of
         a participant and in the absence of a beneficiary validly designated
         under the Plan who is living at the time of such participant's death,
         the Company shall deliver such shares and/or cash to the executor or
         administrator of the estate of the participant, or if no such executor
         or administrator has been appointed (to the knowledge of the Company),
         the Company, in its discretion, may deliver such shares and/or cash to
         the spouse or to any one or more dependents or relatives of the
         participant, or if no spouse, dependent or relative is known to the
         Company, then to such other person as the Company may designate.

         15. Transferability. Neither payroll deductions credited to
     participant's account nor any rights with regard to the exercise of an
     option to receive shares under the plan may be assigned, transferred,
     pledged or otherwise disposed of in any way (other than by will, the laws
     of descent and distribution or as provided in paragraph 14 hereof) by the
     participant. Any such attempt at assignment, transfer, pledge or other
     disposition shall be without effect, except that the Company may treat such
     act as an election to withdraw funds in accordance with paragraph 10.

     16. Use of Funds.  All payroll  deductions  received or held by the Company
under the Plan may be used by the Company  for any  corporate  purpose,  and the
Company shall not be obligated to segregate such payroll deductions.

         17. Reports. Individual accounts will be maintained for each
     participant in the Plan. State- of account will be given to participating
     Employees promptly following an Exercise Date, which statements will set
     forth the amounts of payroll deductions, the per share purchase price, the
     number of shares purchased and the remaining cash balance, if any.

         18. Adjustments Upon Changes in Capitalization. If an option under this
     Plan is exercised subsequent to any stock dividend, stock split, spinoff,
     recapitalization, merger, consolidation, exchange of shares or the like,
     occurring after such option was granted, as a result of which shares of any
     class shall be issued in respect of the outstanding shares, or shares shall
     be changed into a different number of the same or another class or classes,
     the number of shares to which such option shall be applicable and the
     option price for such shares shall be appropriately adjusted by the
     Company.

         In the event of the proposed dissolution or liquidation of the Company,
     the offering period will terminate immediately prior to the consummation of
     such proposed action, unless otherwise provided by the Board. In the event
     of a proposed sale of all or substantially all of the assets of the
     Company, or the merger of the Company with or into another corporation,
     each option under the plan shall be assumed or an equivalent option shall
     be substituted by such successor corporation or a parent or subsidiary of
     such successor corporation, unless the Board determines, in the exercise of
     its sole discretion and in lieu of such assumption or substitution, that
     the participant shall have the right to exercise the option as to all of
     the optioned stock, including shares as to which the option would not
     otherwise be exercisable. If the Board makes an option fully exercisable,
     in lieu of assumption or substitution in the event of a merger or sale of
     assets, the Board shall notify the participant that the option shall be
     fully exercisable for a period of thirty (30) days from the date of such
     notice, and the option will terminate upon the expiration of such period.

         19. Amendment or Termination. The Board of Directors of the Company may
     at any time and for any reason terminate or amend the Purchase Plan. Except
     as specifically provided in the Purchase Plan, no such termination can
     affect options previously granted, provided that an Offering Period may be
     terminated by the Board of Directors on any Exercise Date if the Board
     determines that the termination of the Purchase Plan is in the best
     interest of the Company and its shareholders. Except as specifically
     provided in the Purchase Plan, no amendment may make any change in any
     option theretofore granted which adversely affects the rights of any
     participant. To the extent necessary to comply with Rule 16b-3 under the
     Securities Exchange Act of 1934, as amended, or Section 423 of the Code (or
     any successor rule or provision or any other applicable law or regulation),
     the Company shall obtain a shareholder approval in such manner and to such
     a degree as required.

         20. Notices. All notices or other communications by a participant to
     the Company under or in connection with the plan shall be deemed to have
     been duly given when received in the form specified by the Company at the
     location, or by the person, designated by the Company for the receipt
     thereof.

         21. Shareholder Approval. Continuance of the Plan shall be subject to
     approval by the shareholders of the Company within twelve months before or
     after the date the plan is adopted. If such shareholder approval is
     obtained at a duly held shareholders' meeting, it may be obtained by the
     affirmative vote of the holders of a majority of the outstanding shares of
     the Company present or represented and entitled to vote thereon, which
     approval shall be:

                  (a)(1) solicited substantially in accordance with Section
14(a) of the Securities Exchange Act of 1934, as amended (the "Act") and the
rules and regulations promulgated thereunder, or (2) solicited after the Company
has furnished in writing to the holders entitled to vote substantially the same
information concerning the Plan as that which would be required by the rules and
regulations in effect under Section 14(a) of the Act at the time such
information is furnished; and

             (b) obtained at or prior to the first Annual meeting of
         Shareholders held subsequent to the first registration of Common Stock
         under Section 12 of the Act.

         In the case of approval by written consent, it must be obtained by the
     unanimous written consent of all shareholders of the Company, or by written
     consent of a smaller percentage of shareholders but only if the Board
     determines, on the basis of an opinion rendered by the Company's legal
     counsel, that the written consent of such a smaller percentage of
     shareholders will comply with all applicable laws and will not adversely
     affect the qualifications of the plan under Section 423 of the Code.

         22. Conditions upon Issuance of Shares. Shares shall not be issued with
     respect to an option unless the exercise of such option and the issuance
     and delivery of such shares pursuant thereto shall comply with all
     applicable provisions of law, domestic or foreign, including, without
     limitation, the Securities Act of 1933, as amended, the Act, the rules and
     regulations promulgated thereunder, and the requirements of any stock
     exchange upon which the shares may then be listed, and shall be further
     subject to the approval of counsel for the Company with respect to such
     compliance.

         As a condition to the exercise of an option, the Company may require
     the person exercising such option to represent and warrant at the time of
     any such exercise that the shares are being purchased only for investment
     and without any present intention to sell or distribute such shares if, in
     the opinion of counsel for the Company, such a representation is required
     by any of the aforementioned applicable provisions of law.

         23. Term of Plan. The Plan shall become effective upon the earlier to
     occur of its adoption by the Board of Directors or its approval by the
     stockholders of the Company as described in paragraph 21. It shall continue
     in effect for a term of twenty (20) years unless sooner terminated under
     paragraph 19.




<PAGE>


                                                                    EXHIBIT 4.11


                              MICROGRAFX, INC. 1995

                                  AMENDMENT #4

                  INCENTIVE AND NONSTATUTORY STOCK OPTION PLAN


  I.   DEFINITIONS AND PURPOSES

A.     Definitions

       Unless otherwise specified or unless the context otherwise requires, the
following terms, as used in this Incentive and Nonstatutory Stock Option Plan,
shall have the following meanings:

     1. Affiliate means a corporation  which,  for purposes of Section 422(a) of
the Code, is a direct or indirect parent or subsidiary of the Company.

     2. Board of Directors or Board means the Board of Directors of the Company.


     3. Cause means the Participant's willful misconduct or gross negligence, as
determined by the Board of Directors or the Committee in its sole discretion.

     4. Code means the United States Internal Revenue Code of 1986, as amended.

     5.  Committee  means the  Committee  to which the  Board of  Directors  has
delegated power to act under or pursuant to the provisions of the Plan.

     6. Company means Micrografx, Inc.


     7. Disability or Disabled means  permanent and total  disability as defined
in Section 22(e)(3) of the Code.

     8.  Disinterested  Person(s) shall have the meaning set forth in Rule l6b-3
as promulgated by the  Securities and Exchange  Commission  under the Securities
Exchange Act of 1934,  as amended,  or any successor  definition  adopted by the
Securities and Exchange Commission.

     9.  Incentive  Stock Option  means an Incentive  Stock Option as defined at
Section 422(a) of the Code.

     10. Key Person(s) shall mean any employee of, or consultant or other person
rendering  significant  services to, the Company or an Affiliate,  to be granted
one or more Options under the Plan.


<PAGE>



     11.  Nonstatutory  Stock  Option  means an Option which is not an incentive
Stock Option.


     12. Option means a right or option granted under the Plan.


     13.  Option  Agreement  means  an  agreement  between  the  Company  and  a
Participant executed and delivered pursuant to the Plan.

     14.  Participant means a Key Person to whom one or more Options are granted
under the Plan.

     15.   Participant's   Survivors  means  a  deceased   Participant's   legal
representatives  and/or any person or persons  who  acquired  the  Participant's
rights to an Option by will or by the laws of descent and distribution.

     16. Plan means this Incentive and Nonstatutory Stock Option Plan.


     17. Shares means the  following  shares of the capital stock of the Company
as to which  Options have been or may be granted  under the Plan:  Common Stock,
par value $.01 per share,  or any shares of capital  stock into which the Shares
are changed or for which they are exchanged within the provisions of Article VII
of the Plan.

B.     Purposes of the Plan

       The Plan is intended to encourage ownership of Shares by Key Persons in
order to attract such Key Persons, to induce such Key Persons to remain in the
service of the Company or of an Affiliate and to provide additional incentive
for such Key Persons to promote the success of the Company or of an Affiliate.
It is further intended that if the Board of Directors desires, and so indicates
by the terms of a specific Option Agreement, Options issued pursuant to the Plan
shall be eligible to constitute "Incentive Stock Options" within the meaning of
Section 422(a) of the Code.

II.    SHARES SUBJECT TO THE PLAN

       The aggregate number of Shares as to which Options may be granted from
time to time shall be four million seven hundred thousand (4,700,000) Shares;
provided however, that unless the Plan is administered by a Committee comprised
of Disinterested Persons, or by the Board of Directors comprised of a majority
of Disinterested Persons, the maximum number of Shares as to which Options may
be granted in any calendar year to a director who is also an employee shall not
exceed 33% of the aggregate number of Shares with respect to which grants may be
made under the Plan.

       If an Option ceases to be "outstanding", in whole or in part, the Shares
which were subject to such Option shall be available for the granting of other
Options. Any Option shall be


<PAGE>


treated as "outstanding" until such Option is surrendered, canceled, is
exercised in full, or terminates or expires under the provisions of the Plan.

         The aggregate number of Shares as to which Options may be granted shall
be subject to change only by means of an amendment of the Plan duly adopted by
the Board and approved by the shareholders of the Company, subject to the
provision of Article VII.

III.   ADMINISTRATION

         The Plan shall be administered by the Board of Directors, except to the
extent that the Board of Directors delegates its authority hereunder to the
Committee. The Committee shall be comprised of not less than three members who
shall be appointed by, and shall serve at the pleasure of, the Board. Subject to
the provisions of the Plan, the Board of Directors and the Committee are
authorized to:

     A.  interpret  the  provisions  of the  Plan  or of any  Option  or  Option
Agreement and to make all rules and  determinations  which it deems necessary or
advisable with respect thereto;

     B. determine  which persons shall be designated as Key Persons and which of
the Key Persons shall be granted Options;

     C.  determine  the number of Shares for which an Option or Options shall be
granted; and

     D. specify the terms and conditions upon which Options may be granted;

provided, however, that all such interpretations, rules, determinations, terms
and conditions shall be made and prescribed in the sole and absolute discretion
of the Board of Directors or if such authority be delegated, the Committee;
provided, further, that except as to Options granted pursuant to Article XII
such interpretations, rules, determination, terms and conditions shall be made
and proscribed in the context of preserving the tax status of the Options as
Incentive Stock Options within the meaning of Section 422(a) of the Code; also,
provided, further, that unless the Plan is administered by a Committee comprised
of Disinterested Persons, or by the Board of Directors comprised of a majority
of Disinterested Persons, the authority of the Board of Directors and the
Committee to grant Options to employees who are also directors is subject to
certain restrictions contained herein.

IV.    ELIGIBILITY FOR PARTICIPATION

       Each Participant must be a Key Person of the Company or of an Affiliate
at the time an Option is granted.

       The Board of Directors or if such authority be delegated, the Committee,
may at any time and from time to time grant one or more Options to one or more
Key Persons and may designate the type of Option (whether an Incentive or
Nonstatutory Option) and the number of Shares to be


<PAGE>


optioned under each Option so granted; provided, however, that no Options shall
be granted after the expiration of the earlier of ten (10) years from the date
of the adoption of the Plan by the Company or the approval of the Plan by the
shareholders of the Company, and provided further, that the fair market value of
the Shares (determined as of the date of grant) with respect to which such
Incentive Stock Options are exercisable for the first time by a Participant
during any calendar year under the Plan and any other incentive stock option
plan of the Company and/or an Affiliate shall not exceed $ 100,000.

         Notwithstanding any of the foregoing provisions, the Board of
Directors, or if such authority be delegated, the Committee, may authorize the
grant of an Option to a person not then a Key Person, provided that, in the case
of a grant of a Nonstatutory Option, the actual grant shall be conditioned upon
such person becoming eligible to become a Participant at or prior to the time of
the execution of the Option Agreement evidencing such Option; provided further,
that in the case of the grant of an Incentive Stock Option, the person shall
become an employee on or before the date of grant.

V.     TERMS AND CONDITIONS OF OPTIONS
       -------------------------------

A.     Option Price:
       ------------

       1.       Incentive Stock Options

If       the optionee owns directly or by reason of the applicable attribution
         rules (at Code Section 425(d)) ten percent (10%) or less of the total
         combined voting power of all classes of stock of the Company or any
         Affiliate, the Option price (per share) of the Shares covered by each
         Incentive Stock Option shall be not less than the "fair market value"
         as hereinafter defined (per share) of the Shares on the date of the
         grant of the Incentive Stock Option. In all other cases, the Incentive
         Stock Option's price shall be not less than one hundred ten percent
         (110%) of the said fair market value on the date of grant. If such
         Shares are then listed on any national securities exchange or the
         national market system of NASDAQ as defined below, the fair market
         value shall be the mean between the high and low sales prices, if any,
         on the largest such exchange on the date of the grant of the Option,
         or, if none, on the most recent trade date thirty (30) days or less
         prior to the date of the grant of the Option. If the Shares are not
         then listed on any such exchange, the fair market value of such Shares
         shall be the mean between the closing "Bid" and the closing "Ask"
         prices, if any, as reported in the National Association of Securities
         Dealers Automated Quotation System ("NASDAQ") for the date of the grant
         of the Option, or if none, on the most recent trade date thirty (30)
         days or less prior to the date of the grant of the Option for which
         such quotations are reported. If the Shares are not then either listed
         on any such exchange or quoted in NASDAQ, the fair market value shall
         be the mean between the average of the "Bid" and the average of the
         "Ask" prices, if any, as reported in the National Daily Quotation
         Service for the date of the grant of the Option or, if none, for the
         most recent trade date thirty (30) days or less prior to the date of
         the grant of the Option for which such quotations are reported. If the
         fair market value cannot be determined under the preceding three
         sentences, it shall be determined in good faith by the Board of
         Directors, or if such authority be delegated, the Committee


<PAGE>



       2.       Nonstatutory Stock Options

The      Option price for any Nonstatutory Stock Option shall be any price
         determined by the Board of Directors, or if such authority be
         delegated, by the Committee.

B.     Number of Shares

Each     Option shall state the type of Option (whether an Incentive or
         Nonstatutory Stock Option) and the number of Shares to which it
         pertains.

C.     Term of Option

Each     Option shall terminate not more than ten (10) years from the date of
         the grant thereof, or at such earlier time as the Option Agreement may
         provide, and shall be subject to earlier termination as herein
         provided, except that if the Option price is required under Paragraph
         A(l) of this Article V to be at least 110% of the fair market value,
         each such Option shall terminate not more than five (5) years from the
         date of the grant thereof.

Unless   the terms of an Option provide a more restrictive option period, the
         unexercised portion of an Option shall automatically and without notice
         terminate and become null and void upon the earlier of:

         1) with respect to Options held by a person who is employed by the
         Company or any Affiliate, 30 days after the date that a Participant
         ceases to be employed by the Company or any Affiliate, regardless of
         the reason therefor, other than a cessation by reason of death,
         Disability or for Cause;

         2) with respect to Options held by a person employed by the Company or
         any Affiliate, 90 days after the date that the Participant ceases to be
         employed by the Company or any Affiliate by reason of Disability;

                  3) with respect to Options held by a person employed by the
         Company or any Affiliate, 90 days after the date that the Participant
         ceases to be employed by the Company or any Affiliate by reason of
         death;

4)   the date that a  Participant  ceases to be  employed  by the Company or any
     Affiliate, if such cessation is for Cause;

5)   with respect to Options held by a person who is not employed by the Company
     or any Affiliate, the date specified in the Option Agreement;

6)   the tenth anniversary of the date of grant of any Options;


<PAGE>


         7) the fifth anniversary of the date of grant of any Options if the
         option price is required to be at least 110% of the fair market value
         pursuant to paragraph A(l) of Article V; or

                8) such earlier date as selected by the Board of Directors, or
       if such authority be delegated, the Committee, and expressly described in
       the Option Agreement.

       For purposes of this Plan, a Participant ceases to be an employee of the
       Company or any Affiliate on the date specified in records maintained by
       the Company's Human Resources Department.


D.     Date of Exercise

Upon     the authorization of the grant of an Option, the Board of Directors or
         if such authority be delegated, the Committee may, subject to the
         provisions of Paragraph C of this Article V, prescribe the date or
         dates on which the Option becomes exercisable, and may provide that the
         Option rights accrue or becomes exercisable in installments over a
         period of years, or upon the attainment of stated goals or both. The
         Board of Directors, or if such authority be delegated, the Committee,
         may accelerate the date(s) on which rights accrue or on which any
         Option may be exercised, regardless of whether such acceleration of an
         Incentive Stock Option causes a violation of Article IV.

              Notwithstanding the foregoing, until such time as the Plan is
         administered by a Committee comprised of Disinterested Persons, or by
         the Board of Directors comprised of a majority of Disinterested
         Persons, Options granted to employees who are also directors shall not
         be exercisable prior to the first anniversary date of the granting of
         the Option.

E.     Medium of Payment

The      Option price shall be payable upon the exercise of the Option. It shall
         be payable in such form (permitted by Section 422(a) of the Code), as
         the Board of Directors or if such authority be delegated, the Committee
         shall, either by rules promulgated pursuant to the provisions of
         Article III of the Plan, or in the particular Option Agreement,
         provide.

F.     Termination of Employment

A        Participant who is an employee of the Company or an Affiliate and to
         whom an Option has been granted under the Plan who is absent from work
         with the Company or with an Affiliate because of temporary disability
         (any disability other than a permanent and total Disability as defined
         at Paragraph A(7) of Article I hereof), or who is on leave of absence
         for any purpose permitted by any authoritative interpretation (e.g.,
         regulation, ruling, case law, etc.) of Section 422(a) of the Code,
         shall not, during the period of any such absence, be deemed, by virtue
         of such absence alone, to have terminated such Participant's employment
         with the Company or with an Affiliate, except as the Board of Directors
         or if such authority be delegated, the Committee may otherwise
         expressly provide or determine, provided, further, and without
         limitation, that the Board of Directors or if such authority be
         delegated, the Committee, in its sole and absolute discretion shall
         have the power to determine the date on which has occurred a cessation
         of the relationship to the Company which makes a person a Participant.

G.     Total and Permanent Disability

A        Participant who ceases to be an employee of the Company or of an
         Affiliate by reason of Disability may exercise any Option granted to
         such Participant to the extent provided by Article V(C)(2).

       A Disabled Participant shall exercise such rights, if at all, only within
       the period specified in Article V(C)(2) above, (notwithstanding that the
       Participant might have been able to exercise the Option as to some or all
       of the Shares on a later date if the Participant had not become Disabled)
       or, if earlier, within the originally prescribed term of the Option.

       The Board of Directors (or the Committee if such authority has been
       delegated) shall make the determination both of whether Disability has
       occurred and the date thereof. If requested, the Participant shall be
       examined by a physician selected or approved by the Board of Directors
       (or the Committee if applicable), the cost of which examination shall be
       paid for by the Company.

H.     Death

In       the event that a Participant to whom an Option has been granted ceases
         to be an employee of the Company or of an Affiliate, by reason of such
         Participant's death, such Option may be exercised by the Participant's
         Survivors to the extent provided in Article V(C)(3). Such Option must
         be exercised by the Participant's Survivors, if at all, within the time
         period provided in Article V(C)(3) above, or if earlier, within the
         originally prescribed term of the Option, notwithstanding that the
         descendent might have been able to exercise the Option as to some or
         all of the shares on a later date if the Participant were alive and had
         continued to be an employee of the Company or of an Affiliate.

I.     Exercise of Option and Issue of Shares
       --------------------------------------

Options  shall be exercised by giving written notice to the Company, together
         with the tender of the Option price, and, in the case of Nonstatutory
         Stock Options, arranging for withholding. Such written notice shall be
         signed by the person exercising the Option, shall state the number of
         Shares with respect to which the Option is being exercised and shall
         contain any warranty required by Article VI. Reasonably promptly
         following receipt by the Company of such written notice and of the
         Option price, and, in the case of Nonstatutory Stock Options,
         arrangement for withholding, the Company shall deliver the Option
         Shares to the Participant (or to the Participant's Survivors, as the
         case may be). In determining what constitutes "reasonably promptly", it
         is expressly understood that the delivery of the Option Shares may be
         delayed by the Company in order to comply with any law or regulation
         which requires the Company to take any action with respect to the
         Option Shares prior to the issuance thereof, whether pursuant to the
         provisions of Article VI or otherwise. The Option Shares shall, upon
         delivery, be evidenced by an appropriate certificate or certificates
         for paid-up non-assessable Shares.

J.     Rights as a Shareholder

No       Participant to whom an Option has been granted shall have rights as a
         shareholder with respect to any Shares covered by such Option except as
         to such Shares as have been issued to or registered in the Company's
         share register in the name of such Participant upon the due exercise of
         the Option and tender of the full option price or its equivalent under
         applicable State or Commonwealth law.

K.     Assignability and Transferability of Option

              By its terms, an Option granted to a Participant shall not be
         transferable by the Participant otherwise than by will, or by the laws
         of descent and distribution and shall be exercisable, during the
         Participant's lifetime, only by such Participant. Such Option shall not
         be assigned, pledged or hypothecated in any way (whether by operation
         of law or otherwise) and shall not be subject to execution, attachment
         or similar process. Any attempted transfer, assignment, pledge,
         hypothecation or other disposition of any Option or of any rights
         granted thereunder contrary to the provisions of this Paragraph K, or
         the levy of any attachment or similar process upon an Option or such
         rights, shall be null and void.

L.     Other Provisions

The      Option Agreement shall contain such limitations and restrictions upon
         the exercise of the Option intended to be an Incentive Stock Option as
         shall be necessary in order that such Option can be an Incentive Stock
         Option within the meaning of the Section 422(a) of the Code. Further,
         the Option Agreements authorized under the Plan shall be subject to
         such other terms and conditions including, without limitation,
         restrictions upon the exercise of the Option, as the Board of Directors
         or if such authority be delegated, the Committee, shall deem advisable
         and which are not inconsistent with the requirements of Code Section
         422(a).

M.     Acceleration of options
       -----------------------

Notwithstanding any provisions hereof to the contrary, the Board of Directors or
         if such authority be delegated, the Committee, may in its sole
         discretion accelerate the date on which any Option may be exercised. If
         any Option is accelerated in accordance with this section, the portion
         of such Option that may be exercised to acquire Shares that the
         Participant would not be entitled to acquire but for such acceleration
         (the "Acceleration Shares"), is limited to that number of Acceleration
         Shares that can be acquired without causing the Participant to have an
         "excess parachute payment" as determined under section 28OG of the
         Code, determined by taking into account all of the Participant's
         "parachute payments" under the Code. If as a result of this paragraph,
         the Participant may not acquire all of the Acceleration Shares, then
         the Acceleration Shares that the Participant may acquire shall be the
         last Shares that the Participant would have been able to acquire had
         the Option not been accelerated.


<PAGE>



VI.    PURCHASE FOR INVESTMENT

         Unless the Shares to be issued upon the particular exercise of an
Option shall have been effectively registered under the Securities Act of 1933,
as now in force or hereafter amended (the "Act"), the Company shall be under no
obligation to issue the Shares covered by such exercise unless and until the
following conditions have been fulfilled:

       1. The person(s) who exercises such Option shall warrant to the Company,
at the time of such exercise, that such person(s) are acquiring their option
Shares, for investment and not with a view to, or for sale in connection with,
the distribution of any such Shares. In such event the person(s) acquiring such
Shares shall be bound by the provisions of the following legend which shall be
endorsed upon the certificate(s) evidencing the option Shares issued pursuant to
such exercise:

"The     shares represented by this certificate have been taken for investment
         and they may not be sold or otherwise transferred by any person,
         including a pledge, in the absence of an effective registration
         statement for the shares under the Securities Act of 1933 or an opinion
         of counsel satisfactory to the Company that an exemption from
         registration is then available."

       2. The Company shall have received an opinion of its counsel that the
Shares may be issued upon such particular exercise in compliance with the Act
without registration thereunder. Without limiting the generality of the
foregoing, the Company may delay issuance of the Shares until completion of any
action or obtaining of any consent, which the Company deems necessary under any
applicable law (including without limitation state securities or "blue sky"
laws).



VII.   CHANGES IN CAPITALIZATION, CORPORATE FORM OR OWNERSHIP: ADJUSTMENT UPON
        OR TERMINATION OF OPTIONS
       -------------------------------------------------------------------------
       A.       Adjustment

         Subject  to Article VII(B) below, in the event that the outstanding
                  Shares of the Company are changed into or exchanged for a
                  different number or kind of shares or other securities of the
                  Company or of another corporation by reason of any
                  reorganization, merger, consolidation, recapitalization,
                  reclassification, change in par value, stock split-up,
                  combination of shares or dividend payable in capital stock, or
                  the like, appropriate adjustment shall be made in the maximum
                  number and kind of shares for the purchase of which Options
                  may be granted under the Plan and, in addition, appropriate
                  adjustment to prevent dilution or enlargement of the rights
                  granted to or available for Participants, shall be made in the
                  number and kind of shares and in the option price per share
                  subject to outstanding Options. No such adjustment shall be
                  made which shall, within the meaning of Section 425 of the
                  Code, constitute such a modification, extension or renewal of
                  an Incentive Stock Option as to cause it to be considered as
                  the grant of a new Option.

       B.       Termination of Options

         Notwithstanding the adjustment provisions of Article VII(A) above, if
                  one of the events therein described are pending, the Board of
                  Directors or, if such authority be delegated, the Committee,
                  in its sole discretion, may, by giving written "Cancellation
                  notice", cancel effective immediately all Options granted
                  hereunder which remain unexercised and such Options shall
                  thereupon become null and void, except as otherwise provided
                  in any prior written agreement between the Company and any
                  Participant.

VIII.  DISSOLUTION OR LIQUIDATION OF THE COMPANY - TERMINATION OF UNEXERCISED
        OPTIONS
       -------------------------------------------------------------------------

       Upon the dissolution or liquidation of the Company or the sale, lease,
exchange or other disposition of all or substantially all of the property and
assets of the Company other than in connection with a transaction to which the
preceding Article VII is applicable, all Options granted hereunder which remain
unexercised shall terminate and become null and void; except as otherwise
provided in any prior written agreement between the Company and any Participant;
provided, however, that if the rights of a Participant or a Participant's
Survivors hereunder have not otherwise terminated and expired, the Participant
or the Participant's Survivors shall have the right immediately prior to such
dissolution, liquidation, sale, lease or exchange, to exercise any Option
granted hereunder to the extent that the right to purchase Shares thereunder has
accrued as of the date immediately prior to such event.

IX.       TERMINATION OF THE PLAN

       The Plan shall terminate ten (10) years from the earlier of the date of
its adoption or the date of its approval by the shareholders. The Plan may be
terminated at an earlier date by vote of the shareholders; provided, however,
that any such earlier termination shall not affect any Option granted or Option
Agreements executed prior to the effective date of such termination.

X.        AMENDMENT OF THE PLAN

       The Board of Directors may from time to time amend the Plan or any
Option; provided, however, that subject to changes in law or other legal
requirements that would permit otherwise, or except to the extent provided in
Article VII(A), no such amendment may, without approval by the holders of a
majority of the shares of Common Stock of the Company represented at a meeting
of shareholders for which a quorum is present, (a) increase the number of Shares
reserved for Options or change the class of persons eligible to receive Options,
(b) permit the granting of Options that expire beyond the maximum period
described in Article V(C), or (c) extend the termination date of the Plan as set
forth in Article IX ; and provided, further, that except to the extent provided
in Articles VII and VIII no amendment or suspension of the Plan or any Option
issued hereunder shall, except as specifically permitted in any Option
Agreement, substantially impair any Option previously granted to any Participant
without the consent of such Participant. Any shareholder approval necessary or
desirable in order to comply with Rule l6b-3 under the Securities Exchange Act
of 1934 or with Section 422 of the Code (or other applicable law or regulation)
shall be obtained in the manner required herein.

XI.       EMPLOYMENT RELATIONSHIP

       Nothing herein contained shall be deemed to prevent the Company or an
Affiliate from terminating its employment of, or other relationship with, a
Participant, nor prevent a Participant from terminating the Participant's
employment, or other relationship with the Company or an Affiliate.

XII.      OPTIONS OTHER THAN INCENTIVE STOCK OPTIONS

       Subject to the provisions of Article 11 dealing with the aggregate number
of Shares as to which Options may be granted under this Plan, the Board of
Directors may at any time and from time to time, grant Options that cannot
and/or are not intended to qualify as Incentive Stock Options on such terms and
conditions as it may from time to time determine. To the extent that such
Nonstatutory Options are granted, the number of Shares available for the
issuance of Options shall be correspondingly reduced and no such Nonstatutory
Stock Options (clearly designated as such) shall be issued on such terms as to
adversely affect Options intended to be Incentive Stock Options.

XIII.     STOCK APPRECIATION RIGHTS

     A. The Board of Directors shall have authority, in its sole discretion,  to
grant a Stock  Appreciation  Right  ("SAR")  with  respect to all or some of the
Shares covered by any Option ("Related Option").  An SAR granted with respect to
an Incentive Stock Option must be granted together with the Related Option.

     B. For purposes of this  Article  XIII,  the  following  definitions  shall
apply:

                1.   The term "Stock Appreciation Right" or "SAR" shall mean the
                     obligation to pay the Participant (or the Participant's
                     Survivors), in the event of the death of the Participant,
                     an amount in cash equal to the Spread; provided, however,
                     the Company may, in its sole discretion, withhold from such
                     cash any amount necessary to satisfy the Company's
                     obligation for withholding taxes with respect to such
                     payment.

                2.   The term "Spread" shall mean, with respect to each SAR, an
                     amount equal to the product computed by multiplying (a) the
                     excess of (i) the fair market value per Share over (ii) the
                     option price per Share of the Related Option, by (b) the
                     number of Shares with respect to which such SAR is being
                     exercised; provided, however, that with respect to any SAR
                     granted together with an Incentive Stock Option in no event
                     shall the Spread exceed the amount permitted to be treated
                     as the Spread under applicable treasury Regulations or
                     other legal authority without disqualifying the Options as
                     an Incentive Stock Option.

     C. Each SAR shall be on such terms and  conditions  not  inconsistent  with
this Plan as the Board of Directors  may  determine  and shall be evidenced by a
written  agreement  executed by the Company and the  Participant  receiving  the
Related Option. A SAR shall be exercisable only at such time or times and to the
extent that the Related  Option  shall be  exercisable  in  accordance  with the
provisions  of Article V and this Article XIII of the Plan;  provided,  however,
that any SAR granted to a Participant subject to Section 16(b) of the Securities
Exchange Act of 1934 (the "Exchange Act") subsequent to the grant of the Related
Option shall not be exercisable  during the first six months of its term, except
that  this  special  limitation  shall  not  apply in the  event of the death or
disability of the Participant  prior to the expiration of the six-month  period;
further  provided,  that  until  such  time  as the  Plan is  administered  by a
Committee  comprised  of  Disinterested  Persons,  or by the Board of  Directors
comprised  of a majority of  Disinterested  Persons,  SARs may not be granted to
employees who are also directors.  The exercise of SARs held by Participants who
are subject to section  16(b) of the  Exchange  Act shall comply with Rule 16b-3
thereunder, to the extent applicable.

     D. A  Participant  shall have no rights as a  shareholder  with  respect to
shares subject to a Related Option by reason of any SAR.

     E. A SAR shall not be transferable in any manner.

XIV. EFFECTIVE DATE
     --------------

       This Plan shall become effective upon adoption by the Board of Directors
       but shall nevertheless be subject within one (1) year either before or
       after such adoption by the Board of Directors, to the approval of the
       shareholders of the Company.




<PAGE>
<TABLE>
<CAPTION>


                              MICROGRAFX, INC. 1995
                  INCENTIVE AND NONSTATUTORY STOCK OPTION PLAN

                       Approved by the Board June 15,1994
                 Approved by the Shareholders September 28,1994
        <S>                                                                                             <C>

  DEFINITIONS AND PURPOSES ....................................................................................1
       Definitions ............................................................................................1
       Purposes of the Plan ...................................................................................2
  SHARES SUBJECT TO THE PLAN ..................................................................................2
  ADMINISTRATION ..............................................................................................3
  ELIGIBILITY FOR PARTICIPATION ...............................................................................3
  TERMS AND CONDITIONS OF OPTIONS: ............................................................................4
       Option Price ...........................................................................................4
       Number of Shares .......................................................................................5
       Term of Option .........................................................................................5
       Date of Exercise .......................................................................................6
       Medium of Payment ......................................................................................6
       Prior Option - Sequence Exercise Rule ..................................................................6
       Termination of Employment ..............................................................................6
       Total and Permanent Disability .........................................................................7
       Death    ...............................................................................................7
       Exercise of Option and Issue of Shares .................................................................7
       Rights as a Shareholder ................................................................................8
       Assignability and Transferability of Option ............................................................8
       Other Provisions .......................................................................................8
       Acceleration of Options ................................................................................8
  PURCHASE FOR INVESTMENT .....................................................................................9
CHANGES IN CAPITALIZATION, CORPORATE FORM OR OWNERSHIP; ADJUSTMENT UPON OR TERMINATION OF OPTIONS .............9
       Adjustment..............................................................................................9
       Termination of Options..................................................................................10
  DISSOLUTION OR LIQUIDATION OF THE COMPANY - TERMINATION OF UNEXERCISED
  OPTIONS       ...............................................................................................
  TERMINATION OF THE PLAN .....................................................................................10
  AMENDMENT OF THE PLAN .......................................................................................10
  EMPLOYMENT RELATIONSHIP .....................................................................................11
  STOCK APPRECIATION RIGHTS ...................................................................................11

</TABLE>


<PAGE>


                                                                    EXHIBIT 23.1

                       [GRAPHIC OMITTED][GRAPHIC OMITTED]

                                ATTORNEYS AT LAW

                             VINSON & ELKINS L.L.P.
                            3700 TRAMMELL CROW CENTER
                                2001 ROSS AVENUE
                            DALLAS, TEXAS 75201-2975
                            TELEPHONE (214) 220-7700
                      FAX (214) 220-7716 Web: www.velaw.com






                                                             June 12, 2001


Micrografx, Inc.
8144 Walnut Hill Lane, Suite 1050
Dallas, TX  75231

Ladies and Gentlemen:

         We have acted as counsel for Micrografx, Inc., a Texas corporation (the
"Company"), in connection with the Company's registration under the Securities
Act of 1933 (the "Act") of 1,000,000 shares of common stock, par value $0.01 per
share, and 700,000 shares of common stock, par value $0.01 per share, of the
Company (the "Shares") which may be offered from time to time under the
Micrografx, Inc. Employee Stock Purchase Plan, as amended, and the Micrografx,
Inc. 1995 Incentive and Nonstatutory Stock Option Plan, as amended (the
"Plans"), respectively, under the Company's Registration Statement on Form S-8
(the "Registration Statement") filed with the Securities and Exchange Commission
(the "Commission") on June 12, 2001.

         In reaching the opinions set forth herein, we have examined and are
familiar with originals or copies, certified or otherwise identified to our
satisfaction, of such documents and records of the Company and such statutes,
regulations and other instruments as we deemed necessary or advisable for
purposes of this opinion, including (i) the Registration Statement, (ii) the
Articles of Incorporation of the Company, as filed with the Secretary of State
of the State of Texas, (iii) the Amended and Restated Bylaws of the Company, as
amended, (iv) certain minutes of meetings of, and resolutions adopted by, the
Board of Directors of the Company authorizing the issuance and offering of the
Shares in the Plans, (v) the Plans and (vi) all amendments to the Plans adopted
by the Company's stockholders. As to various questions of fact material to this
opinion, and as to the content and form of the Articles of Incorporation, the
Amended and Restated Bylaws, as amended, minutes, records, resolutions and other
documents or writings of the Company, we have relied, to the extent we deem
reasonably appropriate, upon representations or certificates of officers or
directors of the Company and upon documents, records and instruments furnished
to us by the Company, without independent check or verification of their
accuracy.

         We have assumed that (i) all information contained in all documents we
reviewed is true, correct and complete, (ii) all signatures on all documents we
reviewed are genuine, (iii) all documents submitted to us as originals are true
and complete, (iv) all documents submitted to us as copies are true and complete
copies of the originals thereof, and (v) all persons executing and delivering
the documents we examined were competent to execute and deliver such documents.

         Based on the foregoing, and having due regard for the legal
considerations we deem relevant, we are of the opinion that the Shares, when
offered and issued by the Company pursuant to the terms of the Plans, will be
validly issued, fully paid and non-assessable.

         This opinion is limited in all respects to the Texas Business
Corporation Act and the federal laws of the United States of America.

         This opinion letter may be filed as an exhibit to the Registration
Statement. In giving this consent, we do not admit that we come within the
category of persons whose consent is required under Section 7 of the Act or the
rules and regulations of the Commission promulgated thereunder.

                                                              Very truly yours,

                                                      /s/ Vinson & Elkins L.L.P.
                                                      --------------------------




<PAGE>


                                                                   EXHIBIT 23.2

                         CONSENT OF INDEPENDENT AUDITORS


We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the Micrografx, Inc. 1995 Incentive and Nonstatutory Stock
Option Plan, as amended, and the Micrografx, Inc. Employee Stock Purchase Plan,
as amended, of our report dated October 11, 2000, with respect to the
consolidated financial statements and schedule of Micrografx, Inc. included in
the Annual Report (Form 10-K) for the year ended June 30, 2000, filed with the
Securities and Exchange Commission.

                                                /s/ Ernst & Young LLP




Dallas, Texas
June 12, 2001
[{"type": "S-8", "sequence": "1", "filename": "s8june0701.txt", "secsgml_size_bytes": 83916}]
{"company-data": {"conformed-name": "MICROGRAFX INC", "cik": "0000756497", "assigned-sic": "7372", "irs-number": "751952080", "state-of-incorporation": "TX", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-62826", "film-number": "1659413"}, "business-address": {"street1": "8144 WALNUT HILL LANE SUITE 1050", "city": "DALLAS", "state": "TX", "zip": "75013", "phone": "2144954349"}, "mail-address": {"street1": "505 MILLENNIUM DRIVE", "city": "ALLEN", "state": "TX", "zip": "75013"}}
As filed with the Securities and Exchange Commission on June 12, 2001
                                                    Registration No. 333-______

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                  --------------------------------------------

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                      ------------------------------------

                                MICROGRAFX, INC.
             (Exact name of registrant as specified in its charter)

                  TEXAS                                         75-1952080
     (State or other jurisdiction of                         (I.R.S. Employer
     incorporation or organization)                         Identification No.)

    8144 WALNUT HILL LANE, SUITE 1050
               DALLAS, TX                                          75231
(Address of principal executive offices)                        (Zip Code)
                     ---------------------------------------

            MICROGRAFX, INC. EMPLOYEE STOCK PURCHASE PLAN, AS AMENDED
 MICROGRAFX, INC. 1995 INCENTIVE AND NONSTATUTORY STOCK OPTION PLAN, AS AMENDED
                            (Full title of the plan)
                     ---------------------------------------

           GREG DEWITT                                     COPY TO:
        MICROGRAFX, INC.                                 CARTER MEYER
8144 WALNUT HILL LANE, SUITE 1050                       VINSON & ELKINS
        DALLAS, TX 75231                          A PROFESSIONAL CORPORATION
         (469) 232-1000                            3700 TRAMMELL CROW CENTER
                                                       2001 ROSS AVENUE
                                                  DALLAS, TEXAS  75201-2975
                       (Name, address and telephone number
                    including area code of agent for service)
                     ---------------------------------------
CALCULATION OF REGISTRATION FEE
====================================== =================== ================ ======================== =============
PROPOSED             PROPOSED
                                             AMOUNT            MAXIMUM              MAXIMUM           AMOUNT OF
          TITLE OF CLASS OF                  TO BE         OFFERING PRICE          AGGREGATE         REGISTRATION
     SECURITIES TO BE REGISTERED        REGISTERED(1)(2)   PER SHARE(3)(4)   OFFERING PRICE(3)(4)       FEE(4)
-------------------------------------- ------------------- ---------------- ------------------------ -------------

Common Stock, $0.01 par value per        700,000 Shares        $ 1.08              $756,000            $189.00
share
Common Stock, $0.01 par value per       1,000,000 Shares       $ 1.08             $1,080,000           $270.00
share                                                                                                  -------
                                                                                                       $459.00
                                                                                                       =======

====================================== =================== ================ ======================== =============
(1)      The securities to be registered consist of (i) 700,000 shares reserved
         for issuance under the Micrografx, Inc Employee Stock Purchase Plan, as
         amended (the "Purchase Plan") and (ii) 1,000,000 shares reserved for
         issuance under the Micrografx, Inc. 1995 Incentive and Nonstatutory
         Stock Option Plan, as amended (the "Option Plan").
(2)      Pursuant to Rule 416, this Registration Statement is deemed to include
         additional shares of Common Stock issuable under the terms of the
         Purchase Plan and the Option Plan to prevent dilution resulting from
         any future stock split, stock dividend or similar transaction.
(3)      Estimated solely for the purpose of calculating the registration fee.
(4)      Calculated pursuant to Rule 457(c) and (h). Accordingly, the price per
         share of the Common Stock offered hereunder pursuant to the Plan is
         based on a price per share of $1.08, which is the average of the high
         and low prices reported on the OTC Bulletin Board(R) (OTCBB) in the
         Common Stock as of June 8, 2001, which is a date within five business
         days prior to the date of filing the registration statement.
This registration statement is being filed, in accordance with General
Instruction E to Form S-8, to register additional shares of Common Stock for
sale under the (i) Micrografx, Inc. Employee Stock Purchase Plan, as amended
(the "Purchase Plan"), and (ii) Micrografx, Inc. 1995 Incentive and Nonstatutory
Stock Option Plan, as amended (the "Option Plan"). The contents of the
Registrant's Form S-8 Registration Statements (Nos. 33-41665, 33-71010,
33-86732, 333-03427 and 333-65499, relating to the Purchase Plan and Nos.
33-86370, 333-65501, 333-72395 and 333-96501, relating to the Option Plan) are
incorporated by reference in this registration statement.

EXHIBITS.

         Unless otherwise indicated below as being incorporated by reference to
another filing of the registrant with the Commission, each of the following
exhibits is filed herewith.
Exhibit           Description of Exhibit
4.1      Micrografx, Inc. Employee Stock Purchase Plan (filed as Exhibit 10.26 to the registrant's Registration Statement on
         Form S-1 (No. 33-42195) and incorporated herein by reference).

4.2      Amendment # 1 to Employee Stock Purchase Plan (filed as Exhibit 10.24 to Amendment No. 2 to the registrant's Annual
         Report on Form 10-K for the year ended June 30, 2000)

4.3      Amendment # 2 to Employee Stock Purchase Plan (filed as Exhibit 10.25 to Amendment No. 2 to the registrant's Annual
         Report on Form 10-K for the year ended June 30, 2000)

4.4      Amendment # 3 to Employee Stock Purchase Plan (filed as Exhibit 10.26 to Amendment No. 2 to the registrant's Annual
         Report on Form 10-K for the year ended June 30, 2000)

4.5      Amendment # 4 to Employee Stock Purchase Plan (filed as Exhibit 10.27 to Amendment No. 2 to the registrant's Annual
         Report on Form 10-K for the year ended June 30, 2000)

4.6      Amendment # 5 to Employee Stock Purchase Plan

4.7      Micrografx,  Inc. 1995  Incentive and  Nonstatutory  Stock Option Plan (filed as  Exhibit 10.27  to the  registrant's
         Annual Report on Form 10-K for the year ended March 31, 1994, and incorporated herein by reference).

4.8      Amendment # 1 to Micrografx, Inc. 1995 Stock Option Plan (filed as Exhibit 10.21 to Amendment No. 2 to the
         registrant's Annual Report on Form 10-K for the year ended June 30, 2000)

4.9      Amendment # 2 to Micrografx, Inc. 1995 Stock Option Plan (filed as Exhibit 10.22 to Amendment No. 2 to the
         registrant's Annual Report on Form 10-K for the year ended June 30, 2000)

4.10     Amendment # 3 to Micrografx, Inc. 1995 Stock Option Plan (filed as Exhibit 10.23 to Amendment No. 2 to the
         registrant's Annual Report on Form 10-K for the year ended June 30, 2000)

4.11     Amendment # 4 to Micrografx, Inc. 1995 Stock Option Plan

23.1     Consent of Vinson & Elkins, a Professional Corporation (included in their opinion filed as Exhibit 23.1 hereto)

23.2     Consent of Ernst & Young LLP
SIGNATURES

         Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Dallas, Texas, on June 12, 2001:

                             MICROGRAFX, INC.

                             By:       /s/ James L. Hopkins
                                      -----------------------
                                      James L. Hopkins,
                                      President and Chief Executive Officer

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated. Each person whose signature appears below
authorizes and appoints James L. Hopkins as his or her attorney-in-fact to
execute in the name of such person and to file any amendments to this
Registration Statement necessary or advisable to enable the Registrant to comply
with the Securities Act of 1933 and any rules, regulations and requirements of
the registration of the securities which are the subject of this Registration
Statement, which amendments may make such changes in the Registration Statement
as such attorney-in-fact may deem appropriate.
SIGNATURE                         CAPACITY                             DATE
========================      ======================================    ===============

/s/ James L. Hopkins          Chairman  of the  Board of  Directors,     June 12, 2001
---------------------         Chief  Executive  Officer,   President
James L. Hopkins              and  Director   (Principal   Executive
                              Officer)

/s/ Greg DeWitt               Chief Financial Officer                    June 12, 2001
---------------               (Chief Financial Officer)
Greg DeWitt

/s/ Sarah C. Sutton           Corporate Controller                       June 12, 2001
--------------------          (Chief Accounting Officer)
Sarah C. Sutton

/s/ John M. Carradine         Director                                   June 12, 2001
---------------------
John M. Carradine

/s/ P. Michael Sullivan       Director                                   June 12, 2001
-----------------------
P. Michael Sullivan
EXHIBIT INDEX
Exhibit
Number                     Document Description
---------  ----------------------------------------------------------------------------------------------------------------

4.1      Micrografx, Inc. Employee Stock Purchase Plan (filed as Exhibit 10.26 to the registrant's Registration Statement on
         Form S-1 (No. 33-42195) and incorporated herein by reference).

4.2      Amendment # 1 to Employee Stock Purchase Plan (filed as Exhibit 10.24 to Amendment No. 2 to the registrant's Annual
         Report on Form 10-K for the year ended June 30, 2000)

4.3      Amendment # 2 to Employee Stock Purchase Plan (filed as Exhibit 10.25 to Amendment No. 2 to the registrant's Annual
         Report on Form 10-K for the year ended June 30, 2000)

4.4      Amendment # 3 to Employee Stock Purchase Plan (filed as Exhibit 10.26 to Amendment No. 2 to the registrant's Annual
         Report on Form 10-K for the year ended June 30, 2000)

4.5      Amendment # 4 to Employee Stock Purchase Plan (filed as Exhibit 10.27 to Amendment No. 2 to the registrant's Annual
         Report on Form 10-K for the year ended June 30, 2000)

4.6      Amendment # 5 to Employee Stock Purchase Plan

4.7      Micrografx,  Inc. 1995  Incentive and  Nonstatutory  Stock Option Plan (filed as  Exhibit 10.27  to the  registrant's
         Annual Report on Form 10-K for the year ended March 31, 1994, and incorporated herein by reference).

4.8      Amendment # 1 to Micrografx, Inc. 1995 Stock Option Plan (filed as Exhibit 10.21 to Amendment No. 2 to the
         registrant's Annual Report on Form 10-K for the year ended June 30, 2000)

4.9      Amendment # 2 to Micrografx, Inc. 1995 Stock Option Plan (filed as Exhibit 10.22 to Amendment No. 2 to the
         registrant's Annual Report on Form 10-K for the year ended June 30, 2000)

4.10     Amendment # 3 to Micrografx, Inc. 1995 Stock Option Plan (filed as Exhibit 10.23 to Amendment No. 2 to the
         registrant's Annual Report on Form 10-K for the year ended June 30, 2000)

4.11     Amendment # 4 to Micrografx, Inc. 1995 Stock Option Plan

23.1     Consent of Vinson & Elkins, a Professional Corporation (included in their opinion filed as Exhibit 5.1 hereto)

23.2     Consent of Ernst & Young LLP
EXHIBIT 4.6
                                MICROGRAFX, INC.

                                  AMENDMENT #5

                          EMPLOYEE STOCK PURCHASE PLAN

         The following constitute the provisions of the Employee Stock Purchase
Plan of Micrografx, Inc.

         1. Purpose. The purpose of the Plan is to provide employees of the
     Company and its Designated Subsidiaries with an opportunity to purchase
     Common Stock of the Company through accumulated payroll deductions. It is
     the intention of the Company to have the plan qualify as an "Employee Stock
     Purchase Plan" under Section 423 of the Code (as defined herein). The
     provisions of the Plan shall, accordingly, be construed so as to extend and
     limit participation in a manner consistent with the requirements of that
     section of the Code.

         2. Definitions.
             (a) "Board" shall mean the Board of Directors of the Company.

             (b) "Code" shall mean the Internal Revenue Code of 1954, as
         amended, and the Internal Revenue Code of 1986, as amended.

             (c) "Common Stock" shall mean the Common Stock, $.01 par value per
share, of the Company.

             (d) "Company" shall mean Micrografx, Inc., a Texas corporation.

             (e) "Compensation" shall mean all regular straight time gross
         earnings and commissions, exclusive of payments for overtime, shift
         premium, incentive compensation, incentive payments, bonuses or other
         compensation.

             (f) "Continuous Status as an Employee" shall mean the absence of
         any interruption or termination of service as an Employee. Continuous
         Status as an Employee shall not be considered interrupted in the case
         of a leave of absence agreed to in writing by the Company, provided
         that such leave is for a period of not more than 90 days or
         reemployment upon the expiration of such leave is guaranteed by
         contract or statute.

             (g) "Designated Subsidiaries" shall mean the Subsidiaries which
         have been designated by the Board from time to time in its sole
         discretion as eligible to participate in the Plan.

             (h) 'Employee" shall mean any person, including an officer, who is
         customarily employed for at least twenty (20) hours per week and for
         more than five (5) months in the calendar year by the Company or one of
         its Designated Subsidiaries.

             (i) "Enrollment Date" shall mean the first day of each Offering
                Period.

             (j) "Exercise Date" shall mean the first paydate in February and
         the first paydate in August of each year within an Offering Period.

             (k) "Exercise Period" shall mean the six month period commencing
         one (1) day after one Exercise Date and ending with the next Exercise
         Date.

             (l) "Offering Period" shall mean a period of twenty four (24)
         months during which an option granted pursuant to the Plan may be
         exercised.

             (m) "Plan" shall mean this Employee Stock Purchase Plan.

             (n) "Subsidiary" shall mean a corporation, domestic or foreign, of
         which not less than 50% of the voting shares are held by the Company or
         a Subsidiary, whether or not such corporation now exists or is
         hereafter organized or acquired by the Company or a Subsidiary.

         3. Eligibility.

             (a) General Rule. Any Employee, as defined in paragraph 2, who
         shall be employed by the Company or Designated Subsidiary on a given
         Enrollment Date shall be eligible to participate in the Plan, subject
         to the requirements of paragraph 5(a) and the limitations imposed by
         Section 423(b) of the Code.

             (b) Exceptions. Any provisions of the Plan to the contrary
        notwithstanding,  no Employee shall be granted
         an option under the Plan if:

             (i) Immediately after the grant, such Employee (or any other person
         whose stock would be attributed to such Employee pursuant to Section
         425(d) of the Code) would own stock and/or hold outstanding options to
         purchase stock possessing five percent (5%) or more of the total
         combined voting power or value of all classes of stock of the Company
         or of any Subsidiary, or

             (ii) Such option would permit such Employee's right to purchase
         stock under all employee stock purchase plans (described in Section 423
         of the Code) of the Company and its Subsidiaries to accrue at a rate
         which exceeds Twenty-Five Thousand Dollars ($25,000) of the fair market
         value of such stock (determined at the time such option is granted) for
         each calendar year in which such option is outstanding at any time.

         4. Offering Periods. The Plan shall be implemented by Offering Periods
     with the first Offering Period beginning on or about the first Monday
     immediately following the first paydate in August 1991 or February 1992, as
     determined by the Board of Directors and continuing until terminated in
     accordance with the Plan. The Board of Directors of the Company shall have
     the power to change the duration of the Offering Periods with respect to
     future offerings without stockholder approval if such change is announced
     at least fifteen (15) days prior to the scheduled beginning of the first
     Offering Period to be affected. Absent action by the Board, each Offering
     Period shall be for a period of twenty-four (24) months and new Offering
     Periods shall commence on the Monday immediately following the first
     paydate in February and August of each year.

         5. Participation.

             (a) An eligible Employee may become a participant in the Plan by
         completing a subscription agreement authorizing payroll deductions, in
         a form substantially similar to Exhibit A attached to the Plan, and
         filing it with the Company's payroll office prior to the applicable
         Enrollment Date, unless a later time for filing the subscription
         agreement is set by the Board for all eligible Employees with respect
         to a given Offering Period.

                  (b) Payroll deductions for a participant shall commence on the
first payroll following the Enrollment Date and shall end on the last payroll in
the Offering Period to which such authorization is applicable, unless sooner
terminated by the participant as provided in paragraph 10.

         6. Payroll Deductions.

             (a) At the time a participant files his or her subscription
         agreement, such participant shall elect to have payroll deductions made
         on each payday during the Offering Period at the rate not to exceed ten
         percent (10%) of the Compensation which he or she receives on each
         payday during the Offering Period, provided that the aggregate amount
         of such payroll deductions during the Offering Period shall not exceed
         ten percent (10%) of the participant's aggregate Compensation during
         said Offering Period. An eligible Employee may participate in only one
         Offering Period at a time. The Chief Financial Officer of the Company
         or his designee shall determine whether the amount to be deducted from
         each paycheck is to be designated as a specific dollar amount, or as a
         percentage of eligible Compensation being paid on such day, or as
         either.

             (b) All payroll deductions made by a participant shall be credited
         to his or her account under the Plan. A participant may not make any
         additional payments into such account.

             c) A participant may discontinue his or her payroll deductions
         during the Offering Period by completing and filing with the Company a
         new subscription agreement authorizing a change in the rate of payroll
         deductions. The change in rate shall be effective no later than fifteen
         (15) days following the Company's receipt of the new authorization.

         7. Grant of Option.

             (a) On the Enrollment Date of each Offering Period, each
         participant in such Offering Period shall be granted an option to
         purchase on each Exercise Date during such Offering Period up to a
         number of whole shares of the Company's Common Stock determined by
         dividing the participant's payroll deductions accumulated during such
         Offering Period and prior to such Exercise Date by the lower of (i)
         eighty-five percent (85%) of the fair market value of a share of the
         Company's Common Stock on the Enrollment Date or (ii) eighty-five
         percent (85%) of the fair market value of a share of the Company's
         Common Stock on the Exercise Date, provided that the number of shares
         subject to such option during such Offering Period shall in no event
         exceed the number of shares of the Company's Common Stock determined by
         dividing $75,000 by the fair market value of a share of the Company's
         Common Stock on the Enrollment Date of such Offering Period, and
         provided further that the number of shares subject to such option shall
         be reduced, if necessary, to a number of shares which would not exceed
         the limitations described in Section 3(b) or Section 12(a) hereof The
         fair market value of a share of the Company's Common Stock shall be
         determined as provided in Section 7(b) herein.

             (b) The exercise price per share of the shares offered in a given
         Offering Period shall be the lower of. W eighty-five percent (85%) of
         the fair market value of a share of the Common Stock of the Company on
         the Enrollment Date, or (ii) eighty-five percent (85%) of the fair
         market value of a share of the Common Stock of the Company on the
         Exercise Date. The fair market value of the Company's Common Stock on a
         given date shall be determined by the Board in its discretion; provided
         however, in the event the Common Stock is listed on a stock exchange or
         traded on the National Association of Securities Dealers Automated
         Quotation ("NASDAQ") National Market System, the fair market value per
         share of Common Stock on any given date shall be determined by the
         Board of Directors in any manner that is reasonably based on the last
         reported sale price of the Common Stock on such exchange or on the
         NASDAQ National Market System as of such date.

         8. Exercise of Option. The participant's option for the purchase of
     shares win be exercised automatically on each Exercise Date of each
     Offering Period, and the maximum number of full shares subject to such
     option will be purchased for such participant at the applicable exercise
     price with the payroll deductions accumulated in his or her account, unless
     prior to such Exercise Date the participant has withdrawn from the Offering
     Period or from an Exercise Period as provided in paragraph 10. During a
     participant's lifetime a participant's option to purchase shares hereunder
     is exercisable only by such participant.

         9. Delivery. As promptly as practicable after each Exercise Date the
     Company shall arrange the delivery to each participant, as appropriate, of
     a certificate representing the shares purchased upon exercise of his or her
     option. Any amount remaining in the participant's account after an Exercise
     Date shall be held in the account until the next Exercise Date in such
     Offering Period, unless the Offering Period has been over-subscribed or has
     terminated with such Exercise Date, in which case such amount shall be
     refunded to the participant.

         10. Withdrawal; Termination of Employment.

             (a) A participant may withdraw all, but not less than all, of the
         payroll deductions credited to his or her account and not yet used
         toward the exercise of his or her option under the Plan at any time by
         giving written notice to the Company on a form substantially similar to
         Exhibit B attached to this Plan. Such notice shall state whether the
         participant is only withdrawing from the applicable Exercise Period or
         entirely from the Offering Period. All of the participant's payroll
         deductions credited to his or her account will be paid to such
         participant promptly after receipt of his or her notice of withdrawal
         and his or her option for the current Exercise Period or Offering
         Period (as specified in the notice) will be automatically cancelled,
         and no further payroll deductions for the purchase of shares will be
         made during the Exercise Period or Offering Period (as specified in the
         notice). If a participant withdraws from an Exercise Period, payroll
         deductions will not resume within the same Offering Period unless
         written notice, in substantially the form of Exhibit C attached to this
         Plan is delivered to the Company during the open enrollment period
         preceding the commencement of an Exercise Period within the same
         Offering Period which directs the Company to resume payroll deductions.

             (b) Upon termination of the participant's Continuous Status as an
         Employee of the Company for at least twenty (20) hours per week during
         the Offering Period in which the employee is a participant, he or she
         will be deemed to have elected to withdraw from the Plan and the
         payroll deductions credited to his or her account will be returned to
         such participant and his or her option will be cancelled; provided,
         however, that a participant who goes on a leave of absence shall be
         permitted to remain in the Plan with respect to an Offering Period
         which commenced prior to the beginning of such leave of absence. If
         such participant is not guaranteed reemployment by contract or statute
         and the leave of absence exceeds beyond 90 days, such participant shall
         be deemed to have terminated employment on the 91st day of such leave
         of absence. Payroll deductions for a participant who has been on a
         leave of absence will resume upon return to work at the same rate as in
         effect prior to such leave unless changed by such participant or unless
         the leave of absence begins in one Offering period and ends in a
         subsequent Offering Period, in which case the participant shall not be
         permitted to re-enter the Plan until a new subscription agreement is
         filed with respect to an Offering Period which commences after such
         participant has returned to work from the leave of absence.

             (c) A participant's withdrawal from one Offering Period will not
         have any effect upon his or her eligibility to participate in a
         different Offering Period or in any similar plan which may hereafter be
         adopted by the Company. Although a participant may withdraw from one
         Offering Period and join another Offering Period which commenced prior
         to the end of the Offering Period from which he or she withdrew, such a
         change shall not transfer payroll deductions from one Offering Period
         to another.

         11. Interest. No interest shall accrue on the payroll deductions of a
                participant in the Plan.

         12. Stock.

             (a) The maximum number of shares of the Company's Common Stock
         which shall be made available for sale under the Plan shall be
         2,000,000 shares, subject to adjustment upon changes in capitalization
         of the Company as provided in paragraph 18. If, on a given Exercise
         Date, the number of shares with respect to which options are to be
         exercised exceeds the number of shares then available under the Plan,
         the Company shall make a pro rata allocation of the shares remaining
         available for purchase in as uniform a manner as shall be practicable
         and as it shall determine to be equitable. In such event, the Company
         shall give written notice of such reduction of the number of shares
         which each Employee shall be allowed to purchase.

             (b) The participant will have no-interest or voting right in shares
         covered by his or her option until such option has been exercised.

         (c) Shares to be delivered to a participant under the Plan will be
         registered in the name of the participant or in the names of the
         participant and his or her spouse.

         13. Administration. The Plan shall be administered by the Board or a
     committee appointed by the Board. If a committee is appointed by the Board,
     such committee shall have all of the powers of the Board with respect to
     the Plan except for those powers set forth in Section 19 hereof. The
     administration, interpretation or application of the Plan by the Board or
     its committee shall be final, conclusive and binding upon all participants.
     Members of the Board who are eligible Employees are permitted to
     participate in the Plan; provided, however, that (i) members of the Board
     who are eligible Employees may not vote on any matter affecting the
     administration of the plan or the grant of any option pursuant to the Plan,
     and (ii) if a committee is appointed by the Board to administer the Plan,
     no committee member will be eligible to participate in the Plan.

         14. Designation of Beneficiary.

             (a) A participant may file a written designation of a beneficiary
         who is to receive any shares and cash, if any, from the participant's
         account under the Plan in the event of such participant's death
         subsequent to an Exercise Date on which an option is exercised but
         prior to delivery to such participant of such shares and cash. In
         addition, a participant may file a written designation of a beneficiary
         who is to receive any cash from the participant's account under the
         Plan in the event of such participant's death prior to the Exercise
         Date of the option.

             (b) Such designation of beneficiary may be changed by the
         participant at any time by written notice. In the event of the death of
         a participant and in the absence of a beneficiary validly designated
         under the Plan who is living at the time of such participant's death,
         the Company shall deliver such shares and/or cash to the executor or
         administrator of the estate of the participant, or if no such executor
         or administrator has been appointed (to the knowledge of the Company),
         the Company, in its discretion, may deliver such shares and/or cash to
         the spouse or to any one or more dependents or relatives of the
         participant, or if no spouse, dependent or relative is known to the
         Company, then to such other person as the Company may designate.

         15. Transferability. Neither payroll deductions credited to
     participant's account nor any rights with regard to the exercise of an
     option to receive shares under the plan may be assigned, transferred,
     pledged or otherwise disposed of in any way (other than by will, the laws
     of descent and distribution or as provided in paragraph 14 hereof) by the
     participant. Any such attempt at assignment, transfer, pledge or other
     disposition shall be without effect, except that the Company may treat such
     act as an election to withdraw funds in accordance with paragraph 10.

     16. Use of Funds.  All payroll  deductions  received or held by the Company
under the Plan may be used by the Company  for any  corporate  purpose,  and the
Company shall not be obligated to segregate such payroll deductions.

         17. Reports. Individual accounts will be maintained for each
     participant in the Plan. State- of account will be given to participating
     Employees promptly following an Exercise Date, which statements will set
     forth the amounts of payroll deductions, the per share purchase price, the
     number of shares purchased and the remaining cash balance, if any.

         18. Adjustments Upon Changes in Capitalization. If an option under this
     Plan is exercised subsequent to any stock dividend, stock split, spinoff,
     recapitalization, merger, consolidation, exchange of shares or the like,
     occurring after such option was granted, as a result of which shares of any
     class shall be issued in respect of the outstanding shares, or shares shall
     be changed into a different number of the same or another class or classes,
     the number of shares to which such option shall be applicable and the
     option price for such shares shall be appropriately adjusted by the
     Company.

         In the event of the proposed dissolution or liquidation of the Company,
     the offering period will terminate immediately prior to the consummation of
     such proposed action, unless otherwise provided by the Board. In the event
     of a proposed sale of all or substantially all of the assets of the
     Company, or the merger of the Company with or into another corporation,
     each option under the plan shall be assumed or an equivalent option shall
     be substituted by such successor corporation or a parent or subsidiary of
     such successor corporation, unless the Board determines, in the exercise of
     its sole discretion and in lieu of such assumption or substitution, that
     the participant shall have the right to exercise the option as to all of
     the optioned stock, including shares as to which the option would not
     otherwise be exercisable. If the Board makes an option fully exercisable,
     in lieu of assumption or substitution in the event of a merger or sale of
     assets, the Board shall notify the participant that the option shall be
     fully exercisable for a period of thirty (30) days from the date of such
     notice, and the option will terminate upon the expiration of such period.

         19. Amendment or Termination. The Board of Directors of the Company may
     at any time and for any reason terminate or amend the Purchase Plan. Except
     as specifically provided in the Purchase Plan, no such termination can
     affect options previously granted, provided that an Offering Period may be
     terminated by the Board of Directors on any Exercise Date if the Board
     determines that the termination of the Purchase Plan is in the best
     interest of the Company and its shareholders. Except as specifically
     provided in the Purchase Plan, no amendment may make any change in any
     option theretofore granted which adversely affects the rights of any
     participant. To the extent necessary to comply with Rule 16b-3 under the
     Securities Exchange Act of 1934, as amended, or Section 423 of the Code (or
     any successor rule or provision or any other applicable law or regulation),
     the Company shall obtain a shareholder approval in such manner and to such
     a degree as required.

         20. Notices. All notices or other communications by a participant to
     the Company under or in connection with the plan shall be deemed to have
     been duly given when received in the form specified by the Company at the
     location, or by the person, designated by the Company for the receipt
     thereof.

         21. Shareholder Approval. Continuance of the Plan shall be subject to
     approval by the shareholders of the Company within twelve months before or
     after the date the plan is adopted. If such shareholder approval is
     obtained at a duly held shareholders' meeting, it may be obtained by the
     affirmative vote of the holders of a majority of the outstanding shares of
     the Company present or represented and entitled to vote thereon, which
     approval shall be:

                  (a)(1) solicited substantially in accordance with Section
14(a) of the Securities Exchange Act of 1934, as amended (the "Act") and the
rules and regulations promulgated thereunder, or (2) solicited after the Company
has furnished in writing to the holders entitled to vote substantially the same
information concerning the Plan as that which would be required by the rules and
regulations in effect under Section 14(a) of the Act at the time such
information is furnished; and

             (b) obtained at or prior to the first Annual meeting of
         Shareholders held subsequent to the first registration of Common Stock
         under Section 12 of the Act.

         In the case of approval by written consent, it must be obtained by the
     unanimous written consent of all shareholders of the Company, or by written
     consent of a smaller percentage of shareholders but only if the Board
     determines, on the basis of an opinion rendered by the Company's legal
     counsel, that the written consent of such a smaller percentage of
     shareholders will comply with all applicable laws and will not adversely
     affect the qualifications of the plan under Section 423 of the Code.

         22. Conditions upon Issuance of Shares. Shares shall not be issued with
     respect to an option unless the exercise of such option and the issuance
     and delivery of such shares pursuant thereto shall comply with all
     applicable provisions of law, domestic or foreign, including, without
     limitation, the Securities Act of 1933, as amended, the Act, the rules and
     regulations promulgated thereunder, and the requirements of any stock
     exchange upon which the shares may then be listed, and shall be further
     subject to the approval of counsel for the Company with respect to such
     compliance.

         As a condition to the exercise of an option, the Company may require
     the person exercising such option to represent and warrant at the time of
     any such exercise that the shares are being purchased only for investment
     and without any present intention to sell or distribute such shares if, in
     the opinion of counsel for the Company, such a representation is required
     by any of the aforementioned applicable provisions of law.

         23. Term of Plan. The Plan shall become effective upon the earlier to
     occur of its adoption by the Board of Directors or its approval by the
     stockholders of the Company as described in paragraph 21. It shall continue
     in effect for a term of twenty (20) years unless sooner terminated under
     paragraph 19.
EXHIBIT 4.11

                              MICROGRAFX, INC. 1995

                                  AMENDMENT #4

                  INCENTIVE AND NONSTATUTORY STOCK OPTION PLAN

  I.   DEFINITIONS AND PURPOSES

A.     Definitions

       Unless otherwise specified or unless the context otherwise requires, the
following terms, as used in this Incentive and Nonstatutory Stock Option Plan,
shall have the following meanings:

     1. Affiliate means a corporation  which,  for purposes of Section 422(a) of
the Code, is a direct or indirect parent or subsidiary of the Company.

     2. Board of Directors or Board means the Board of Directors of the Company.

     3. Cause means the Participant's willful misconduct or gross negligence, as
determined by the Board of Directors or the Committee in its sole discretion.

     4. Code means the United States Internal Revenue Code of 1986, as amended.

     5.  Committee  means the  Committee  to which the  Board of  Directors  has
delegated power to act under or pursuant to the provisions of the Plan.

     6. Company means Micrografx, Inc.

     7. Disability or Disabled means  permanent and total  disability as defined
in Section 22(e)(3) of the Code.

     8.  Disinterested  Person(s) shall have the meaning set forth in Rule l6b-3
as promulgated by the  Securities and Exchange  Commission  under the Securities
Exchange Act of 1934,  as amended,  or any successor  definition  adopted by the
Securities and Exchange Commission.

     9.  Incentive  Stock Option  means an Incentive  Stock Option as defined at
Section 422(a) of the Code.

     10. Key Person(s) shall mean any employee of, or consultant or other person
rendering  significant  services to, the Company or an Affiliate,  to be granted
one or more Options under the Plan.
11.  Nonstatutory  Stock  Option  means an Option which is not an incentive
Stock Option.

     12. Option means a right or option granted under the Plan.

     13.  Option  Agreement  means  an  agreement  between  the  Company  and  a
Participant executed and delivered pursuant to the Plan.

     14.  Participant means a Key Person to whom one or more Options are granted
under the Plan.

     15.   Participant's   Survivors  means  a  deceased   Participant's   legal
representatives  and/or any person or persons  who  acquired  the  Participant's
rights to an Option by will or by the laws of descent and distribution.

     16. Plan means this Incentive and Nonstatutory Stock Option Plan.

     17. Shares means the  following  shares of the capital stock of the Company
as to which  Options have been or may be granted  under the Plan:  Common Stock,
par value $.01 per share,  or any shares of capital  stock into which the Shares
are changed or for which they are exchanged within the provisions of Article VII
of the Plan.

B.     Purposes of the Plan

       The Plan is intended to encourage ownership of Shares by Key Persons in
order to attract such Key Persons, to induce such Key Persons to remain in the
service of the Company or of an Affiliate and to provide additional incentive
for such Key Persons to promote the success of the Company or of an Affiliate.
It is further intended that if the Board of Directors desires, and so indicates
by the terms of a specific Option Agreement, Options issued pursuant to the Plan
shall be eligible to constitute "Incentive Stock Options" within the meaning of
Section 422(a) of the Code.

II.    SHARES SUBJECT TO THE PLAN

       The aggregate number of Shares as to which Options may be granted from
time to time shall be four million seven hundred thousand (4,700,000) Shares;
provided however, that unless the Plan is administered by a Committee comprised
of Disinterested Persons, or by the Board of Directors comprised of a majority
of Disinterested Persons, the maximum number of Shares as to which Options may
be granted in any calendar year to a director who is also an employee shall not
exceed 33% of the aggregate number of Shares with respect to which grants may be
made under the Plan.

       If an Option ceases to be "outstanding", in whole or in part, the Shares
which were subject to such Option shall be available for the granting of other
Options. Any Option shall be
treated as "outstanding" until such Option is surrendered, canceled, is
exercised in full, or terminates or expires under the provisions of the Plan.

         The aggregate number of Shares as to which Options may be granted shall
be subject to change only by means of an amendment of the Plan duly adopted by
the Board and approved by the shareholders of the Company, subject to the
provision of Article VII.

III.   ADMINISTRATION

         The Plan shall be administered by the Board of Directors, except to the
extent that the Board of Directors delegates its authority hereunder to the
Committee. The Committee shall be comprised of not less than three members who
shall be appointed by, and shall serve at the pleasure of, the Board. Subject to
the provisions of the Plan, the Board of Directors and the Committee are
authorized to:

     A.  interpret  the  provisions  of the  Plan  or of any  Option  or  Option
Agreement and to make all rules and  determinations  which it deems necessary or
advisable with respect thereto;

     B. determine  which persons shall be designated as Key Persons and which of
the Key Persons shall be granted Options;

     C.  determine  the number of Shares for which an Option or Options shall be
granted; and

     D. specify the terms and conditions upon which Options may be granted;

provided, however, that all such interpretations, rules, determinations, terms
and conditions shall be made and prescribed in the sole and absolute discretion
of the Board of Directors or if such authority be delegated, the Committee;
provided, further, that except as to Options granted pursuant to Article XII
such interpretations, rules, determination, terms and conditions shall be made
and proscribed in the context of preserving the tax status of the Options as
Incentive Stock Options within the meaning of Section 422(a) of the Code; also,
provided, further, that unless the Plan is administered by a Committee comprised
of Disinterested Persons, or by the Board of Directors comprised of a majority
of Disinterested Persons, the authority of the Board of Directors and the
Committee to grant Options to employees who are also directors is subject to
certain restrictions contained herein.

IV.    ELIGIBILITY FOR PARTICIPATION

       Each Participant must be a Key Person of the Company or of an Affiliate
at the time an Option is granted.

       The Board of Directors or if such authority be delegated, the Committee,
may at any time and from time to time grant one or more Options to one or more
Key Persons and may designate the type of Option (whether an Incentive or
Nonstatutory Option) and the number of Shares to be
optioned under each Option so granted; provided, however, that no Options shall
be granted after the expiration of the earlier of ten (10) years from the date
of the adoption of the Plan by the Company or the approval of the Plan by the
shareholders of the Company, and provided further, that the fair market value of
the Shares (determined as of the date of grant) with respect to which such
Incentive Stock Options are exercisable for the first time by a Participant
during any calendar year under the Plan and any other incentive stock option
plan of the Company and/or an Affiliate shall not exceed $ 100,000.

         Notwithstanding any of the foregoing provisions, the Board of
Directors, or if such authority be delegated, the Committee, may authorize the
grant of an Option to a person not then a Key Person, provided that, in the case
of a grant of a Nonstatutory Option, the actual grant shall be conditioned upon
such person becoming eligible to become a Participant at or prior to the time of
the execution of the Option Agreement evidencing such Option; provided further,
that in the case of the grant of an Incentive Stock Option, the person shall
become an employee on or before the date of grant.

V.     TERMS AND CONDITIONS OF OPTIONS
       -------------------------------

A.     Option Price:
       ------------

       1.       Incentive Stock Options

If       the optionee owns directly or by reason of the applicable attribution
         rules (at Code Section 425(d)) ten percent (10%) or less of the total
         combined voting power of all classes of stock of the Company or any
         Affiliate, the Option price (per share) of the Shares covered by each
         Incentive Stock Option shall be not less than the "fair market value"
         as hereinafter defined (per share) of the Shares on the date of the
         grant of the Incentive Stock Option. In all other cases, the Incentive
         Stock Option's price shall be not less than one hundred ten percent
         (110%) of the said fair market value on the date of grant. If such
         Shares are then listed on any national securities exchange or the
         national market system of NASDAQ as defined below, the fair market
         value shall be the mean between the high and low sales prices, if any,
         on the largest such exchange on the date of the grant of the Option,
         or, if none, on the most recent trade date thirty (30) days or less
         prior to the date of the grant of the Option. If the Shares are not
         then listed on any such exchange, the fair market value of such Shares
         shall be the mean between the closing "Bid" and the closing "Ask"
         prices, if any, as reported in the National Association of Securities
         Dealers Automated Quotation System ("NASDAQ") for the date of the grant
         of the Option, or if none, on the most recent trade date thirty (30)
         days or less prior to the date of the grant of the Option for which
         such quotations are reported. If the Shares are not then either listed
         on any such exchange or quoted in NASDAQ, the fair market value shall
         be the mean between the average of the "Bid" and the average of the
         "Ask" prices, if any, as reported in the National Daily Quotation
         Service for the date of the grant of the Option or, if none, for the
         most recent trade date thirty (30) days or less prior to the date of
         the grant of the Option for which such quotations are reported. If the
         fair market value cannot be determined under the preceding three
         sentences, it shall be determined in good faith by the Board of
         Directors, or if such authority be delegated, the Committee
2.       Nonstatutory Stock Options

The      Option price for any Nonstatutory Stock Option shall be any price
         determined by the Board of Directors, or if such authority be
         delegated, by the Committee.

B.     Number of Shares

Each     Option shall state the type of Option (whether an Incentive or
         Nonstatutory Stock Option) and the number of Shares to which it
         pertains.

C.     Term of Option

Each     Option shall terminate not more than ten (10) years from the date of
         the grant thereof, or at such earlier time as the Option Agreement may
         provide, and shall be subject to earlier termination as herein
         provided, except that if the Option price is required under Paragraph
         A(l) of this Article V to be at least 110% of the fair market value,
         each such Option shall terminate not more than five (5) years from the
         date of the grant thereof.

Unless   the terms of an Option provide a more restrictive option period, the
         unexercised portion of an Option shall automatically and without notice
         terminate and become null and void upon the earlier of:

         1) with respect to Options held by a person who is employed by the
         Company or any Affiliate, 30 days after the date that a Participant
         ceases to be employed by the Company or any Affiliate, regardless of
         the reason therefor, other than a cessation by reason of death,
         Disability or for Cause;

         2) with respect to Options held by a person employed by the Company or
         any Affiliate, 90 days after the date that the Participant ceases to be
         employed by the Company or any Affiliate by reason of Disability;

                  3) with respect to Options held by a person employed by the
         Company or any Affiliate, 90 days after the date that the Participant
         ceases to be employed by the Company or any Affiliate by reason of
         death;

4)   the date that a  Participant  ceases to be  employed  by the Company or any
     Affiliate, if such cessation is for Cause;

5)   with respect to Options held by a person who is not employed by the Company
     or any Affiliate, the date specified in the Option Agreement;

6)   the tenth anniversary of the date of grant of any Options;
7) the fifth anniversary of the date of grant of any Options if the
         option price is required to be at least 110% of the fair market value
         pursuant to paragraph A(l) of Article V; or

                8) such earlier date as selected by the Board of Directors, or
       if such authority be delegated, the Committee, and expressly described in
       the Option Agreement.

       For purposes of this Plan, a Participant ceases to be an employee of the
       Company or any Affiliate on the date specified in records maintained by
       the Company's Human Resources Department.

D.     Date of Exercise

Upon     the authorization of the grant of an Option, the Board of Directors or
         if such authority be delegated, the Committee may, subject to the
         provisions of Paragraph C of this Article V, prescribe the date or
         dates on which the Option becomes exercisable, and may provide that the
         Option rights accrue or becomes exercisable in installments over a
         period of years, or upon the attainment of stated goals or both. The
         Board of Directors, or if such authority be delegated, the Committee,
         may accelerate the date(s) on which rights accrue or on which any
         Option may be exercised, regardless of whether such acceleration of an
         Incentive Stock Option causes a violation of Article IV.

              Notwithstanding the foregoing, until such time as the Plan is
         administered by a Committee comprised of Disinterested Persons, or by
         the Board of Directors comprised of a majority of Disinterested
         Persons, Options granted to employees who are also directors shall not
         be exercisable prior to the first anniversary date of the granting of
         the Option.

E.     Medium of Payment

The      Option price shall be payable upon the exercise of the Option. It shall
         be payable in such form (permitted by Section 422(a) of the Code), as
         the Board of Directors or if such authority be delegated, the Committee
         shall, either by rules promulgated pursuant to the provisions of
         Article III of the Plan, or in the particular Option Agreement,
         provide.

F.     Termination of Employment

A        Participant who is an employee of the Company or an Affiliate and to
         whom an Option has been granted under the Plan who is absent from work
         with the Company or with an Affiliate because of temporary disability
         (any disability other than a permanent and total Disability as defined
         at Paragraph A(7) of Article I hereof), or who is on leave of absence
         for any purpose permitted by any authoritative interpretation (e.g.,
         regulation, ruling, case law, etc.) of Section 422(a) of the Code,
         shall not, during the period of any such absence, be deemed, by virtue
         of such absence alone, to have terminated such Participant's employment
         with the Company or with an Affiliate, except as the Board of Directors
         or if such authority be delegated, the Committee may otherwise
         expressly provide or determine, provided, further, and without
         limitation, that the Board of Directors or if such authority be
         delegated, the Committee, in its sole and absolute discretion shall
         have the power to determine the date on which has occurred a cessation
         of the relationship to the Company which makes a person a Participant.

G.     Total and Permanent Disability

A        Participant who ceases to be an employee of the Company or of an
         Affiliate by reason of Disability may exercise any Option granted to
         such Participant to the extent provided by Article V(C)(2).

       A Disabled Participant shall exercise such rights, if at all, only within
       the period specified in Article V(C)(2) above, (notwithstanding that the
       Participant might have been able to exercise the Option as to some or all
       of the Shares on a later date if the Participant had not become Disabled)
       or, if earlier, within the originally prescribed term of the Option.

       The Board of Directors (or the Committee if such authority has been
       delegated) shall make the determination both of whether Disability has
       occurred and the date thereof. If requested, the Participant shall be
       examined by a physician selected or approved by the Board of Directors
       (or the Committee if applicable), the cost of which examination shall be
       paid for by the Company.

H.     Death

In       the event that a Participant to whom an Option has been granted ceases
         to be an employee of the Company or of an Affiliate, by reason of such
         Participant's death, such Option may be exercised by the Participant's
         Survivors to the extent provided in Article V(C)(3). Such Option must
         be exercised by the Participant's Survivors, if at all, within the time
         period provided in Article V(C)(3) above, or if earlier, within the
         originally prescribed term of the Option, notwithstanding that the
         descendent might have been able to exercise the Option as to some or
         all of the shares on a later date if the Participant were alive and had
         continued to be an employee of the Company or of an Affiliate.

I.     Exercise of Option and Issue of Shares
       --------------------------------------

Options  shall be exercised by giving written notice to the Company, together
         with the tender of the Option price, and, in the case of Nonstatutory
         Stock Options, arranging for withholding. Such written notice shall be
         signed by the person exercising the Option, shall state the number of
         Shares with respect to which the Option is being exercised and shall
         contain any warranty required by Article VI. Reasonably promptly
         following receipt by the Company of such written notice and of the
         Option price, and, in the case of Nonstatutory Stock Options,
         arrangement for withholding, the Company shall deliver the Option
         Shares to the Participant (or to the Participant's Survivors, as the
         case may be). In determining what constitutes "reasonably promptly", it
         is expressly understood that the delivery of the Option Shares may be
         delayed by the Company in order to comply with any law or regulation
         which requires the Company to take any action with respect to the
         Option Shares prior to the issuance thereof, whether pursuant to the
         provisions of Article VI or otherwise. The Option Shares shall, upon
         delivery, be evidenced by an appropriate certificate or certificates
         for paid-up non-assessable Shares.

J.     Rights as a Shareholder

No       Participant to whom an Option has been granted shall have rights as a
         shareholder with respect to any Shares covered by such Option except as
         to such Shares as have been issued to or registered in the Company's
         share register in the name of such Participant upon the due exercise of
         the Option and tender of the full option price or its equivalent under
         applicable State or Commonwealth law.

K.     Assignability and Transferability of Option

              By its terms, an Option granted to a Participant shall not be
         transferable by the Participant otherwise than by will, or by the laws
         of descent and distribution and shall be exercisable, during the
         Participant's lifetime, only by such Participant. Such Option shall not
         be assigned, pledged or hypothecated in any way (whether by operation
         of law or otherwise) and shall not be subject to execution, attachment
         or similar process. Any attempted transfer, assignment, pledge,
         hypothecation or other disposition of any Option or of any rights
         granted thereunder contrary to the provisions of this Paragraph K, or
         the levy of any attachment or similar process upon an Option or such
         rights, shall be null and void.

L.     Other Provisions

The      Option Agreement shall contain such limitations and restrictions upon
         the exercise of the Option intended to be an Incentive Stock Option as
         shall be necessary in order that such Option can be an Incentive Stock
         Option within the meaning of the Section 422(a) of the Code. Further,
         the Option Agreements authorized under the Plan shall be subject to
         such other terms and conditions including, without limitation,
         restrictions upon the exercise of the Option, as the Board of Directors
         or if such authority be delegated, the Committee, shall deem advisable
         and which are not inconsistent with the requirements of Code Section
         422(a).

M.     Acceleration of options
       -----------------------

Notwithstanding any provisions hereof to the contrary, the Board of Directors or
         if such authority be delegated, the Committee, may in its sole
         discretion accelerate the date on which any Option may be exercised. If
         any Option is accelerated in accordance with this section, the portion
         of such Option that may be exercised to acquire Shares that the
         Participant would not be entitled to acquire but for such acceleration
         (the "Acceleration Shares"), is limited to that number of Acceleration
         Shares that can be acquired without causing the Participant to have an
         "excess parachute payment" as determined under section 28OG of the
         Code, determined by taking into account all of the Participant's
         "parachute payments" under the Code. If as a result of this paragraph,
         the Participant may not acquire all of the Acceleration Shares, then
         the Acceleration Shares that the Participant may acquire shall be the
         last Shares that the Participant would have been able to acquire had
         the Option not been accelerated.
VI.    PURCHASE FOR INVESTMENT

         Unless the Shares to be issued upon the particular exercise of an
Option shall have been effectively registered under the Securities Act of 1933,
as now in force or hereafter amended (the "Act"), the Company shall be under no
obligation to issue the Shares covered by such exercise unless and until the
following conditions have been fulfilled:

       1. The person(s) who exercises such Option shall warrant to the Company,
at the time of such exercise, that such person(s) are acquiring their option
Shares, for investment and not with a view to, or for sale in connection with,
the distribution of any such Shares. In such event the person(s) acquiring such
Shares shall be bound by the provisions of the following legend which shall be
endorsed upon the certificate(s) evidencing the option Shares issued pursuant to
such exercise:

"The     shares represented by this certificate have been taken for investment
         and they may not be sold or otherwise transferred by any person,
         including a pledge, in the absence of an effective registration
         statement for the shares under the Securities Act of 1933 or an opinion
         of counsel satisfactory to the Company that an exemption from
         registration is then available."

       2. The Company shall have received an opinion of its counsel that the
Shares may be issued upon such particular exercise in compliance with the Act
without registration thereunder. Without limiting the generality of the
foregoing, the Company may delay issuance of the Shares until completion of any
action or obtaining of any consent, which the Company deems necessary under any
applicable law (including without limitation state securities or "blue sky"
laws).

VII.   CHANGES IN CAPITALIZATION, CORPORATE FORM OR OWNERSHIP: ADJUSTMENT UPON
        OR TERMINATION OF OPTIONS
       -------------------------------------------------------------------------
       A.       Adjustment

         Subject  to Article VII(B) below, in the event that the outstanding
                  Shares of the Company are changed into or exchanged for a
                  different number or kind of shares or other securities of the
                  Company or of another corporation by reason of any
                  reorganization, merger, consolidation, recapitalization,
                  reclassification, change in par value, stock split-up,
                  combination of shares or dividend payable in capital stock, or
                  the like, appropriate adjustment shall be made in the maximum
                  number and kind of shares for the purchase of which Options
                  may be granted under the Plan and, in addition, appropriate
                  adjustment to prevent dilution or enlargement of the rights
                  granted to or available for Participants, shall be made in the
                  number and kind of shares and in the option price per share
                  subject to outstanding Options. No such adjustment shall be
                  made which shall, within the meaning of Section 425 of the
                  Code, constitute such a modification, extension or renewal of
                  an Incentive Stock Option as to cause it to be considered as
                  the grant of a new Option.

       B.       Termination of Options

         Notwithstanding the adjustment provisions of Article VII(A) above, if
                  one of the events therein described are pending, the Board of
                  Directors or, if such authority be delegated, the Committee,
                  in its sole discretion, may, by giving written "Cancellation
                  notice", cancel effective immediately all Options granted
                  hereunder which remain unexercised and such Options shall
                  thereupon become null and void, except as otherwise provided
                  in any prior written agreement between the Company and any
                  Participant.

VIII.  DISSOLUTION OR LIQUIDATION OF THE COMPANY - TERMINATION OF UNEXERCISED
        OPTIONS
       -------------------------------------------------------------------------

       Upon the dissolution or liquidation of the Company or the sale, lease,
exchange or other disposition of all or substantially all of the property and
assets of the Company other than in connection with a transaction to which the
preceding Article VII is applicable, all Options granted hereunder which remain
unexercised shall terminate and become null and void; except as otherwise
provided in any prior written agreement between the Company and any Participant;
provided, however, that if the rights of a Participant or a Participant's
Survivors hereunder have not otherwise terminated and expired, the Participant
or the Participant's Survivors shall have the right immediately prior to such
dissolution, liquidation, sale, lease or exchange, to exercise any Option
granted hereunder to the extent that the right to purchase Shares thereunder has
accrued as of the date immediately prior to such event.

IX.       TERMINATION OF THE PLAN

       The Plan shall terminate ten (10) years from the earlier of the date of
its adoption or the date of its approval by the shareholders. The Plan may be
terminated at an earlier date by vote of the shareholders; provided, however,
that any such earlier termination shall not affect any Option granted or Option
Agreements executed prior to the effective date of such termination.

X.        AMENDMENT OF THE PLAN

       The Board of Directors may from time to time amend the Plan or any
Option; provided, however, that subject to changes in law or other legal
requirements that would permit otherwise, or except to the extent provided in
Article VII(A), no such amendment may, without approval by the holders of a
majority of the shares of Common Stock of the Company represented at a meeting
of shareholders for which a quorum is present, (a) increase the number of Shares
reserved for Options or change the class of persons eligible to receive Options,
(b) permit the granting of Options that expire beyond the maximum period
described in Article V(C), or (c) extend the termination date of the Plan as set
forth in Article IX ; and provided, further, that except to the extent provided
in Articles VII and VIII no amendment or suspension of the Plan or any Option
issued hereunder shall, except as specifically permitted in any Option
Agreement, substantially impair any Option previously granted to any Participant
without the consent of such Participant. Any shareholder approval necessary or
desirable in order to comply with Rule l6b-3 under the Securities Exchange Act
of 1934 or with Section 422 of the Code (or other applicable law or regulation)
shall be obtained in the manner required herein.

XI.       EMPLOYMENT RELATIONSHIP

       Nothing herein contained shall be deemed to prevent the Company or an
Affiliate from terminating its employment of, or other relationship with, a
Participant, nor prevent a Participant from terminating the Participant's
employment, or other relationship with the Company or an Affiliate.

XII.      OPTIONS OTHER THAN INCENTIVE STOCK OPTIONS

       Subject to the provisions of Article 11 dealing with the aggregate number
of Shares as to which Options may be granted under this Plan, the Board of
Directors may at any time and from time to time, grant Options that cannot
and/or are not intended to qualify as Incentive Stock Options on such terms and
conditions as it may from time to time determine. To the extent that such
Nonstatutory Options are granted, the number of Shares available for the
issuance of Options shall be correspondingly reduced and no such Nonstatutory
Stock Options (clearly designated as such) shall be issued on such terms as to
adversely affect Options intended to be Incentive Stock Options.

XIII.     STOCK APPRECIATION RIGHTS

     A. The Board of Directors shall have authority, in its sole discretion,  to
grant a Stock  Appreciation  Right  ("SAR")  with  respect to all or some of the
Shares covered by any Option ("Related Option").  An SAR granted with respect to
an Incentive Stock Option must be granted together with the Related Option.

     B. For purposes of this  Article  XIII,  the  following  definitions  shall
apply:

                1.   The term "Stock Appreciation Right" or "SAR" shall mean the
                     obligation to pay the Participant (or the Participant's
                     Survivors), in the event of the death of the Participant,
                     an amount in cash equal to the Spread; provided, however,
                     the Company may, in its sole discretion, withhold from such
                     cash any amount necessary to satisfy the Company's
                     obligation for withholding taxes with respect to such
                     payment.

                2.   The term "Spread" shall mean, with respect to each SAR, an
                     amount equal to the product computed by multiplying (a) the
                     excess of (i) the fair market value per Share over (ii) the
                     option price per Share of the Related Option, by (b) the
                     number of Shares with respect to which such SAR is being
                     exercised; provided, however, that with respect to any SAR
                     granted together with an Incentive Stock Option in no event
                     shall the Spread exceed the amount permitted to be treated
                     as the Spread under applicable treasury Regulations or
                     other legal authority without disqualifying the Options as
                     an Incentive Stock Option.

     C. Each SAR shall be on such terms and  conditions  not  inconsistent  with
this Plan as the Board of Directors  may  determine  and shall be evidenced by a
written  agreement  executed by the Company and the  Participant  receiving  the
Related Option. A SAR shall be exercisable only at such time or times and to the
extent that the Related  Option  shall be  exercisable  in  accordance  with the
provisions  of Article V and this Article XIII of the Plan;  provided,  however,
that any SAR granted to a Participant subject to Section 16(b) of the Securities
Exchange Act of 1934 (the "Exchange Act") subsequent to the grant of the Related
Option shall not be exercisable  during the first six months of its term, except
that  this  special  limitation  shall  not  apply in the  event of the death or
disability of the Participant  prior to the expiration of the six-month  period;
further  provided,  that  until  such  time  as the  Plan is  administered  by a
Committee  comprised  of  Disinterested  Persons,  or by the Board of  Directors
comprised  of a majority of  Disinterested  Persons,  SARs may not be granted to
employees who are also directors.  The exercise of SARs held by Participants who
are subject to section  16(b) of the  Exchange  Act shall comply with Rule 16b-3
thereunder, to the extent applicable.

     D. A  Participant  shall have no rights as a  shareholder  with  respect to
shares subject to a Related Option by reason of any SAR.

     E. A SAR shall not be transferable in any manner.

XIV. EFFECTIVE DATE
     --------------

       This Plan shall become effective upon adoption by the Board of Directors
       but shall nevertheless be subject within one (1) year either before or
       after such adoption by the Board of Directors, to the approval of the
       shareholders of the Company.
MICROGRAFX, INC. 1995
                  INCENTIVE AND NONSTATUTORY STOCK OPTION PLAN

                       Approved by the Board June 15,1994
                 Approved by the Shareholders September 28,1994
DEFINITIONS AND PURPOSES ....................................................................................1
       Definitions ............................................................................................1
       Purposes of the Plan ...................................................................................2
  SHARES SUBJECT TO THE PLAN ..................................................................................2
  ADMINISTRATION ..............................................................................................3
  ELIGIBILITY FOR PARTICIPATION ...............................................................................3
  TERMS AND CONDITIONS OF OPTIONS: ............................................................................4
       Option Price ...........................................................................................4
       Number of Shares .......................................................................................5
       Term of Option .........................................................................................5
       Date of Exercise .......................................................................................6
       Medium of Payment ......................................................................................6
       Prior Option - Sequence Exercise Rule ..................................................................6
       Termination of Employment ..............................................................................6
       Total and Permanent Disability .........................................................................7
       Death    ...............................................................................................7
       Exercise of Option and Issue of Shares .................................................................7
       Rights as a Shareholder ................................................................................8
       Assignability and Transferability of Option ............................................................8
       Other Provisions .......................................................................................8
       Acceleration of Options ................................................................................8
  PURCHASE FOR INVESTMENT .....................................................................................9
CHANGES IN CAPITALIZATION, CORPORATE FORM OR OWNERSHIP; ADJUSTMENT UPON OR TERMINATION OF OPTIONS .............9
       Adjustment..............................................................................................9
       Termination of Options..................................................................................10
  DISSOLUTION OR LIQUIDATION OF THE COMPANY - TERMINATION OF UNEXERCISED
  OPTIONS       ...............................................................................................
  TERMINATION OF THE PLAN .....................................................................................10
  AMENDMENT OF THE PLAN .......................................................................................10
  EMPLOYMENT RELATIONSHIP .....................................................................................11
  STOCK APPRECIATION RIGHTS ...................................................................................11
EXHIBIT 23.1

                       [GRAPHIC OMITTED][GRAPHIC OMITTED]

                                ATTORNEYS AT LAW

                             VINSON & ELKINS L.L.P.
                            3700 TRAMMELL CROW CENTER
                                2001 ROSS AVENUE
                            DALLAS, TEXAS 75201-2975
                            TELEPHONE (214) 220-7700
                      FAX (214) 220-7716 Web: www.velaw.com

                                                             June 12, 2001

Micrografx, Inc.
8144 Walnut Hill Lane, Suite 1050
Dallas, TX  75231

Ladies and Gentlemen:

         We have acted as counsel for Micrografx, Inc., a Texas corporation (the
"Company"), in connection with the Company's registration under the Securities
Act of 1933 (the "Act") of 1,000,000 shares of common stock, par value $0.01 per
share, and 700,000 shares of common stock, par value $0.01 per share, of the
Company (the "Shares") which may be offered from time to time under the
Micrografx, Inc. Employee Stock Purchase Plan, as amended, and the Micrografx,
Inc. 1995 Incentive and Nonstatutory Stock Option Plan, as amended (the
"Plans"), respectively, under the Company's Registration Statement on Form S-8
(the "Registration Statement") filed with the Securities and Exchange Commission
(the "Commission") on June 12, 2001.

         In reaching the opinions set forth herein, we have examined and are
familiar with originals or copies, certified or otherwise identified to our
satisfaction, of such documents and records of the Company and such statutes,
regulations and other instruments as we deemed necessary or advisable for
purposes of this opinion, including (i) the Registration Statement, (ii) the
Articles of Incorporation of the Company, as filed with the Secretary of State
of the State of Texas, (iii) the Amended and Restated Bylaws of the Company, as
amended, (iv) certain minutes of meetings of, and resolutions adopted by, the
Board of Directors of the Company authorizing the issuance and offering of the
Shares in the Plans, (v) the Plans and (vi) all amendments to the Plans adopted
by the Company's stockholders. As to various questions of fact material to this
opinion, and as to the content and form of the Articles of Incorporation, the
Amended and Restated Bylaws, as amended, minutes, records, resolutions and other
documents or writings of the Company, we have relied, to the extent we deem
reasonably appropriate, upon representations or certificates of officers or
directors of the Company and upon documents, records and instruments furnished
to us by the Company, without independent check or verification of their
accuracy.

         We have assumed that (i) all information contained in all documents we
reviewed is true, correct and complete, (ii) all signatures on all documents we
reviewed are genuine, (iii) all documents submitted to us as originals are true
and complete, (iv) all documents submitted to us as copies are true and complete
copies of the originals thereof, and (v) all persons executing and delivering
the documents we examined were competent to execute and deliver such documents.

         Based on the foregoing, and having due regard for the legal
considerations we deem relevant, we are of the opinion that the Shares, when
offered and issued by the Company pursuant to the terms of the Plans, will be
validly issued, fully paid and non-assessable.

         This opinion is limited in all respects to the Texas Business
Corporation Act and the federal laws of the United States of America.

         This opinion letter may be filed as an exhibit to the Registration
Statement. In giving this consent, we do not admit that we come within the
category of persons whose consent is required under Section 7 of the Act or the
rules and regulations of the Commission promulgated thereunder.

                                                              Very truly yours,

                                                      /s/ Vinson & Elkins L.L.P.
                                                      --------------------------
EXHIBIT 23.2

                         CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the Micrografx, Inc. 1995 Incentive and Nonstatutory Stock
Option Plan, as amended, and the Micrografx, Inc. Employee Stock Purchase Plan,
as amended, of our report dated October 11, 2000, with respect to the
consolidated financial statements and schedule of Micrografx, Inc. included in
the Annual Report (Form 10-K) for the year ended June 30, 2000, filed with the
Securities and Exchange Commission.

                                                /s/ Ernst & Young LLP

Dallas, Texas
June 12, 2001