OEM License Agreement (Amendment No. 9) - Intergraph Corp. and Innovative Tech Systems Inc.


                                  AMENDMENT #9
                      to the OEM License Agreement between
            Intergraph Corporation and Innovative Tech Systems, Inc.

The parties mutually agree to terminate the third party OEM License Agreement
dated January 21, 1994, as amended May 31, 1994, June 13, 1994, January 9, 1995,
June 28, 1995, December 12, 1995, September 24, 1996, October 31, 1996 and March
21, 1997, and develop an exit and transition strategy that incorporates the
terms and conditions outlined below:

1. The parties will develop a joint letter for distribution by Intergraph to
   each of their customers that own either SPAN-FM or IFM. The parties will also
   develop a joint statement to publicly announce the change in relationship and
   will distribute this through a press release and by posting on their
   respective web pages. Furthermore, Intergraph will develop and support for
   the term of the reference account agreement noted in paragraph 6, but not
   less than a period of one year from the date of signing AMENDMENT #9, a link
   to Innovative Tech's web page from a facilities management section of
   Intergraph Software Solutions' web page.

2. The parties will transition sales activities as noted herein. Any outstanding
   quotes already extended by Intergraph sales will be honored by Innovative
   Tech for a period of 30 days from the date of the signing of AMENDMENT #9. In
   these cases, Intergraph will receive a finders fee of 10% of the net SPAN-FM
   software revenue. Intergraph will be responsible for paying any commissions
   due to their own sales force in this regard.

3. Intergraph agrees to make commercially reasonable efforts to close all
   SPAN-FM related formal proposals to RFP's that have been submitted prior to
   the date of signing of AMENDMENT #9. Innovative Tech will honor such price
   quotes as a pass through up to a maximum of 40% discount from US List Price.
   Intergraph will receive a finders fee of 10% of the net value of SPAN-FM
   software when such awards are made. Related services will be assigned to
   Innovative Tech at the full price quoted but not less than $800/day. Software
   maintenance for SPAN-FM will be contracted with Innovative Tech directly.

4. The parties agree that any existing stock of SPAN-FM version 6.2a will be
   destroyed and that any further shipments made by Intergraph, to satisfy
   existing current orders and quotes, will be based on SPAN-FM version 6.3.
   Shipments for Intergraph proposals that lead to an award for SPAN-FM after
   the date of signing of AMENDMENT #9, will be processed by Innovative Tech
   directly.

5. The parties agree that Intergraph sales force will not be compensated for any
   follow on business conducted by Innovative Tech within current Intergraph
   accounts that own either SPAN-FM or IFM.

6. For a period of two years from the signing of AMENDMENT #9, any new sales
   leads received by Intergraph that relate to Facilities Management will be
   forwarded to Innovative Tech. Intergraph proposes good faith negotiations for
   a reference account agreement with Innovative Tech. Reference account
   agreement allows Intergraph to sell Innovative Tech's products when sole
   source opportunities arise. Intergraph will receive a finders fee of 10% of
   net value. Net value will be agreed upon for each sole source opportunity.

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 7.  In order to satisfy contractual issues beyond Intergraph's Software 
     Solution sales, the parties agree to enter into good faith negotiations
     for possible separate agreements covering federal, USA and international
     markets.

 8.  The parties agree to develop a joint letter to be sent by Intergraph to
     their existing SPAN-FM or IFM business partners. This will outline the
     changes to the agreement and indicate that Intergraph will no longer offer
     SPAN-FM products and that Innovative Tech will consider signing new
     contracts with each business partner on a case by case basis. The letter
     will also include recommendations from Intergraph and their endorsement
     of Innovative Tech as a viable vendor.

 9.  The parties agree, as opportunities arise, to recommend each others
     solutions. Intergraph will recommend Innovative Tech's SPAN-FM suite of
     products as the facilities management solution of choice. Whereas,
     Innovative Tech will recommend Intergraph's hardware and software solutions
     such as AIM and Imagineer Technical.

10.  All SPAN-FM services contracts in the commercial segment (Intergraph
     Software Solution's Huntsville based resources) that remain outstanding
     at the time of signing of AMENDMENT #9, will be assigned or sub-contracted
     to Innovative Tech for completion, at Innovative Tech discretion. The
     rate due Innovative Tech for such sub-contracted services will be 90%
     of the fee quoted by Intergraph but not less than $800/day. Furthermore,
     SPAN-FM services contracts that have not been booked by Intergraph 
     Software Solutions but are in their sales pipeline, will also be
     forwarded to Innovative Tech for processing. In such cases, no fee will
     be due to Intergraph.

11.  Intergraph hereby agrees to pay Innovative Tech a one time maintenance fee
     of $115,300 based on the number of SPAN FM or IFM end users on current
     maintenance.

12.  Intergraph will continue to provide SPAN-FM support to end users via their
     help desk for a period of 30 days after the signing of AMENDMENT #9.

13.  Intergraph hereby grants a perpetual, royalty-free license to the
     current source code of the CAD Integrator for MicroStation as set forth
     in Amendment #6 to the OEM License Agreement dated September 24, 1996.
     Intergraph will remove this product from their price list and no longer
     market or sell this product.

14.  A final audit of software sales of IFM and SPAN-FM will be conducted at
     Intergraph's Huntsville location. The audit will be conducted as set forth
     in the OEM License Agreement dated January 21, 1994. This audit shall be
     at each respective parties own expense and will be used to determine
     the royalty and maintenance fees due to Innovative Tech. The companies
     will also determine the disposition of the $72,000 payment due from direct
     shipments made to DLA Fuels by Innovative Tech at the direction of
     Intergraph Federal Systems Division, as well as all outstanding invoices.
     All payments determined to be due will be payable within 30 days.

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15. Intergraph Software Solutions agrees not to re-enter the facilities
    management market with a competing product for a period of two years. In the
    event that Intergraph decides to establish a third party OEM agreement for
    Facilities Management software in the future, Innovative Tech will be
    considered by Intergraph to be the most favored vendor.

16. The parties agree to continue to cooperate on mutually beneficial interfaces
    to integrate SPAN-FM with Intergraph products including, but not limited to,
    Imagineer Technical, Geomedia and AIM.

17. The parties will transition support of existing SPAN-FM Intergraph
    customers to Innovative Tech.

18. The provisions of Paragraph 9 -- NONDISCLOSURE, as noted in the OEM License
    agreement, shall survive the termination of the OEM License Agreement.

This Amendment supersedes all other representations, oral or written, and
all other communications between the parties related to the subject matter of
this Amendment.

In witness whereof, the undersigned have caused this Letter of Understanding to
be executed and delivered by their respective officers thereunto duly
authorized.

INTERGRAPH CORPORATION                       INNOVATIVE TECH SYSTEMS, INC.

By: /s/ Milton H. Legg                       By: /s/ John M. Thompson
    --------------------------------             ----------------------------

Name: Milton H. Legg                         Name: John M. Thompson
      ------------------------------               --------------------------

Title: Executive Director                    Title: President
       -----------------------------                -------------------------

Date: 9/12/97                                Date: 9-12-97
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