AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT

                                                                     EXHIBIT 2.2


                                 AMENDMENT NO. 1
                                       TO
                            ASSET PURCHASE AGREEMENT

         This Amendment No. 1 to Asset Purchase Agreement is entered into as of
December 7, 2001 (the "Effective Date") between Bentley Systems, Incorporated, a
Delaware corporation, as representative for itself and each of its direct and
indirect majority owned subsidiaries (collectively referred to herein as
"Bentley"), and Intergraph Corporation, a Delaware corporation, as
representative for itself and each of its direct and indirect majority owned
subsidiaries (collectively referred to herein as "Intergraph").

                                   BACKGROUND

         Bentley and Intergraph entered into that certain Asset Purchase
Agreement dated December 26, 2000 (the "APA"), pursuant to which Intergraph
sold, and Bentley purchased, the Acquired Assets (as defined in the APA).

         Intergraph's FrameWorks product was mistakenly included as one of the
Acquired Assets in the APA.

         Bentley and Intergraph desire to amend the APA in order to delete all
references therein to FrameWorks as an Acquired Asset.

                                    AGREEMENT

         In consideration of the mutual covenants and promises contained herein,
Bentley and Intergraph do hereby agree as follows:

1.   Both parties hereto hereby agree that:

         (a)      notwithstanding the appearance of the FrameWork product on any
                  of the APA's schedules, exhibits, or other documents related
                  thereto, FrameWorks is not one of the Acquired Assets;
                  therefore no right, title, or interest in and to the
                  FrameWorks product was granted, transferred, assigned,
                  conveyed or delivered to Bentley pursuant to the APA; and

         (b)      as between Bentley and Intergraph, Intergraph is the sole
                  owner of all right, title and interest (including, without
                  limitation, all applicable patents, copyrights, and
                  trademarks) in and to the product FrameWorks.

2.   This Amendment shall be effective as of the Effective Date.

         Bentley and Intergraph, intending to be legally bound hereby, have
executed this Amendment as of the date first written above.

BENTLEY SYSTEMS INCORPORATED                       INTERGRAPH CORPORATION




By: /s/ Xxxxx Xxxxxx                            By: /s/ Xxxxx X. Xxxxxx
   ________________________________                _____________________________
      Xxxxx Xxxxxx                                       Xxxxx X. Xxxxxx
Its: Senior Vice President of Corporate Affairs    Its: President
     and General Counsel