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NEST SDK Developer Product Distribution License - Novell Inc. and Kofax Image Products Inc.

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                                  NOVELL, INC.
            NEST SDK Developer Product Distribution License Exhibit


This NEST SDK Developer Product Distribution License Exhibit (the "Exhibit") to
the NEST SDK 1. x Supplement (the "Supplement") and the Novell Embedded Systems
Technology Master Agreement (the "Agreement") is entered into by Novell and
Developer. This Exhibit is effective as of July 31st, 1996 ("Distribution
License Effective Date").

1.   INTRODUCTION. The purpose of this Exhibit is to allow Developer, subject to
     the restrictions contained in this Exhibit and the Agreement, to
     sublicense, duplicate, and distribute Qualifying Developer Products
     developed under the Agreement between Novell and Developer. All terms and
     conditions of the Agreement are incorporated herein by reference and shall
     have full force and effect between the parties in the interpretation of
     this Exhibit.

2.   DEFINITIONS. Capitalized terms in this Exhibit have the meanings stated
     below or defined in the Agreement.

     2.1  "Software" means binary code and Program Tools or binary code produced
          from Program Tools that are linked or included in Developer Product
          pursuant to the Supplement and is subject to all terms and conditions
          of that Supplement.

     2.2  "Sublicense" means an executed agreement or shrink-wrap agreement or
          electronic license that an end user consents to by performing a
          physical act (e.g., pushing a button on a keyboard) before utilizing
          the Qualifying Developer Product which at minimum provides the
          following or equivalent protection to Novell:

          2.2.1  restricts the number of copies of the Software to one operating
                 copy per Qualifying Developer Product;

          2.2.2  permits only those number of copies of the Software as are
                 essential to back up or archival use of the Software;

          2.2.3  states that no title to the intellectual property contained in
                 the Software is transferred to the sublicensee and it is
                 retained by Novell;

          2.2.4  represents that the human readable code of the Software (source
                 code) is not sublicensed to the sublicensee;

          2.2.5  restricts sublicensees from de-compiling and reverse assembling
                 the software to discover the source code; and

          2.2.6  prohibits time-sharing, lease, rental, distribution, transfer,
                 sublicense, and unauthorized use of the Software, without prior
                 written consent.


     3.1  Distribution License. Subject to the terms and conditions of this
          Exhibit and the Agreement, Novell grants to Developer, and Developer
          accepts, a non-exclusive, non-transferable, world-wide license to
          reproduce and distribute (directly or indirectly) the Qualifying
          Developer Products, being the Developer Products identified below that
          are found to meet the Qualifying Developer Product requirements, but
          only under a Sublicense between Developer and its end users or, in the
          case of distribution through Developer's OEM customer, Developer must
          obtain binding contractual assurances that Developer's OEM customers
          will only distribute the Qualifying Developer Products under a
          Sublicense between Developer's OEM customer and its end users.

                Developer Product Title:    NetScan(TM)

                NEST Components Licensed:   IPX/SPX, Nest Requester

                Developer Product Title:

                NEST Components Licensed:

                Developer Product Title:

                                                        CONFIDENTIAL TREATMENT

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                        NEST Components Licensed:

          Product names identified in this Section are solely to assist Novell
          in program administration, but not for trademark licensing purposes.
          Novell reserves the right to take action in the event any Developer
          Product name violates Novell rights.

4.   CONSIDERATION. In exchange for the rights granted by Novell to Developer
     under this Exhibit, Developer agrees to pay Novell a per copy royalty per
     the number of copies of the Qualifying Developer Products it transfers,
     sells, sublicenses or authorizes for use. A non-refundable royalty payment
     ("Non-refundable Royalty Payment") is set forth in the Royalty Schedule
     section below. Notwithstanding the foregoing, Developer will report all
     such royalties due to Novell on a monthly basis using calendar quarters.

     4.1  Monthly Royalty. In addition, Developer shall pay to Novell a royalty
          based upon the number of copies of each Qualifying Developer Product
          transferred, sold or licensed by Developer. Royalties shall accrue
          upon transfer, sale or license of Qualifying Developer Products by
          Developer and shall be paid to Novell no later than forty-five (45)
          days after the end of each month.

     4.2  Minimum Royalty. Developer shall pay to Novell a guaranteed annual
          minimum royalty of [   *   ] [   *   ] for the Qualifying Developer
          Product that includes the NEST Client Requester and/or NetWare IPX/SPX
          Modules. In addition, should Qualifying Developer Products also
          include the NPrinter modules, Developer shall pay to Novell a
          guaranteed annual minimum royalty of [   *   ] [   *   ].

     4.3  Audit. Developer shall maintain complete and accurate accounting
          records, in accordance with generally accepted accounting practices,
          to support and document royalty amounts due under this Exhibit and
          shall retain such records for three (3) years after payment is made.
          Developer shall, upon written request of Novell, provide audit access
          to such records to Novell. If Developer so decides, a mutually
          acceptable independent accounting firm may conduct the audit at
          Developer's expense. Such access shall be granted only during normal
          business hours and no more frequently than once in each calendar year.
          All information received during the audit shall be held in confidence
          by the parties.

     4.4  Royalty Schedule

       Item              Base Price           Discount        Schedule
                                                Units        Percentage
         IPX/SPX          [   *   ]           [   *   ]      [   *   ]
  NEST Requester          [   *   ]           [   *   ]      [   *   ]
PServer/NPrinter          [   *   ]           [   *   ]      [   *   ]
  NEST Autoroute          [   *   ]           [   *   ]      [   *   ]
                                              [   *   ]      [   *   ]
                                              [   *   ]      [   *   ]
                                              [   *   ]      [   *   ]
                                              [   *   ]      [   *   ]
                                              [   *   ]      [   *   ]
                                              [   *   ]      [   *   ]

*    Confidential portions omitted and
     filed separately with the
     Securities and Exchange Commission.

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     5.1  Qualifying Developer Products. Qualifying Developer Products may only
          be sublicensed and distributed according to the terms and conditions
          of this Exhibit.

     5.2  Operating System Companies. Notwithstanding any other provision(s) of
          this Agreement, Developer agrees that it may not authorize the
          distribution of all or any portion of the Qualifying Developer
          Products through companies that design, develop, or market computer
          operating systems without the prior written consent of an authorized
          Novell representative.

     5.3  Protection. Developer agrees to take all reasonable steps to protect
          the Program Tools and related Documentation Tools from unauthorized
          copying or use. The source code of the Program Tools provided in
          binary form represents and embodies trade secrets of Novell which are
          not licensed to Developer. Developer agrees not to reverse assemble or
          reverse compile this binary code to discover the source code.

     5.4  Documentation. Developer agrees to include a conspicuous statement in
          its documentation identifying Developer as the primary support contact
          for the Qualifying Developer Products distributed by Developer. Upon
          request, Developer agrees to provide Novell with three copies of its
          then current documentation.

     5.5  End-user support. Developer agrees to provide all technical support
          for all aspects of the Qualifying Developer Product.

     5.6  Yes Logo. Developer agrees to prominently display the Yes Logo on
          Qualifying Developer Product, and all marketing materials, product
          packaging, and advertising material related to Qualifying Developer
          Product; to emphasize the Yes Logo in at least one Qualifying
          Developer Product advertisement, Qualifying Developer Product line
          advertisement, or corporate positioning advertisement in an
          appropriate national publication; and provide appropriate product and
          program descriptions in all materials bearing the Yes Logo.


     6.1  Term. The term of this Exhibit shall be one year from the Distribution
          License Effective Date of and shall automatically renew for successive
          one year periods unless either party provides thirty (30) days or more
          prior written notice of its intent to terminate this Exhibit.

     6.2  Termination for Convenience. Either party may terminate this Exhibit
          and the licenses granted by Novell under the Licenses and Restrictions
          Section of this Exhibit at any time without cause by giving 180
          calendar days' prior written notice to the other party. In the case
          that Novell exercises its right to terminate for convenience,
          Developer may distribute Qualifying Developer Product then in
          inventory for which Developer has already paid royalties.


NOVELL, INC.                            (DEVELOPER)    Kofax Image Products

Signature:  /s/ JAMES T. SULLIVAN       Signature:  /s/ KEVIN DRUM
          -------------------------               -----------------------------
Name:  James T. Sullivan                Name:  Kevin Drum
Title: VP OEM Sales                     Title: Vice President-Marketing
Date:  17 October 1996                  Date:  July 31, 1996


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