SOFTWARE LICENSE AGREEMENT

THIS AGREEMENT is entered into effective as of June 1, 1993 by and between
Pixel Translations, Inc., a California corporation ("Pixel") and Kofax Image
Products, a California corporation ("Kofax").

                                R E C I T A L S:

Whereas Pixel has developed certain software products; and

Whereas Kofax desires to license certain of the software developed by Pixel for
integration and use within certain software products developed by Kofax:

Now therefore, Pixel and Kofax agree as follows:

1. LICENSES CONVEYED

1.1 Object Code Licenses. Pixel hereby agrees to deliver to Kofax one object
code copy of each of the Products described on Schedule 1 hereto and licenses
Kofax to duplicate and sublicense all or portions of such Products to its
customers, but only integrated within software products of significant value
developed by Kofax which are licensed for use on a single computer. Kofax will
not remove any copyright notices which Pixel shall place in the Products, and a
copyright notice stating "Portions of this product, Copyright (c) 1990, 1991,
1992 Pixel Translations, Inc." (with the years identified revised to reflect
revisions by Pixel), shall be included in at least one appropriate location in
the documentation shipped with all Kofax products incorporating the Products.
Kofax shall not reverse engineer, decompile, or disassemble any object code
delivered by Pixel. Kofax shall only sublicense the object code subject to a
signed or shrink-wrap license agreement which contains all of the restrictions
set forth on Exhibit A hereto.

1.2 Source Code Licenses. Pixel also hereby agrees to deliver to Kofax one copy
of the source code described on Schedule 2 hereto and licenses Kofax to use such
source code, but only for purposes of supporting, modifying or enhancing the
object code otherwise licensed to Kofax pursuant to this Agreement. Kofax shall
not under any circumstances be permitted to duplicate any source code delivered
by Pixel, other than for archival purposes, or to sublicense any other party to
use such source code. Kofax agrees to treat all source code delivered by Pixel
under any circumstances as a confidential trade secret of Pixel and to safeguard
all copies of such source code.

1.3 License Fees. Kofax agrees to pay Pixel the license fees set forth on
Schedule 3 hereto with respect to the Products. In addition to the license fees
set forth on Schedule 3 hereto, Kofax shall pay, or reimburse Pixel for, the
gross amount of all shipping charges and any present or future sales, use,
excise or similar tax or any customs duty applicable to the license or
furnishing of any Products under this Agreement. In lieu of a specific tax,
Kofax may provide Pixel with a tax exemption certificate acceptable to the
applicable taxing authority.

1.4 Kofax Products. Kofax will provide Pixel, without charge, promptly upon
commercial release by Kofax, with one copy of, and one fully paid object code
license to use, any software licensed or sold by Kofax which contains any
portion of any of the Products, including any Product Enhancement or Product
Update. During the term of this Agreement, Kofax shall also provide Pixel with
reasonable use for evaluation purposes, at Pixel's facilities, of any hardware
products sold by Kofax which contain any portion of any of the Products.



                                      -1-
                                                          CONFIDENTIAL TREATMENT
<PAGE>   2
2. PRODUCT UPDATES AND PRODUCT ENHANCEMENTS

2.1 Products. "Products" as used in this Agreement shall mean the software
products described on Schedule 1 hereto, any "Product Updates" and any "Product
Enhancements" provided to Kofax by Pixel pursuant to this Agreement, and any
additional products provided by Pixel which Pixel and Kofax agree shall be
provided to Kofax pursuant to this Agreement. When a Product Update, a Product
Enhancement or an additional product is delivered to Kofax pursuant to this
Agreement, it shall be added to the Products deemed to be described on Schedule
1 to this Agreement and Kofax shall have the license rights set forth in Section
1.1 of this Agreement with respect to such Product. In addition, when a Product
Update or a Product Enhancement is delivered to Kofax pursuant to this
Agreement, to the extent that any source code which Kofax has been licensed to
use pursuant to Section 1.2 of this Agreement has been modified or replaced by
such Product Update or Product Enhancement, Kofax shall receive a copy of the
licensed source code as so modified or replaced and Kofax's license pursuant to
Section 1.2 hereof shall be extended to include such additional source code upon
all the terms set forth herein with respect to source code licenses.

2.2 Product Updates. During the term of this Agreement, Pixel shall deliver to
Kofax, for the support fees set forth on Schedule 3 hereto, all Product Updates
which Pixel releases for the Products licensed by Kofax under this Agreement.
For purposes of this Agreement, a "Product Update" shall mean a revised version
of a Product which is required due to minor modifications or additions by the
provider of hardware or software which interacts with the Product or is
otherwise released by Pixel, in its discretion, as a "Product Update". To the
extent that creating the revisions to a Product required as a result of the
modifications or additions by a provider of hardware or software requires more
than eight hours of skilled professional labor by Pixel, Pixel may, in its
discretion, release the revised version of the Product as a Product Enhancement
rather than a Product Update.

2.3 Product Enhancements. Pixel shall deliver to Kofax, for the support fees set
forth on Schedule 3 hereto, four Product Enhancements per complete calendar year
during the term of this Agreement, for the ISIS Drivers licensed by Kofax as
Products under this Agreement. Each such Product Enhancement shall consist of a
new driver for support of new or substantially modified scanners or file formats
in a particular operating environment (such as, Windows, Windows NT, Macintosh,
OS-2, or MS-DOS). The obligation of Pixel to provide such Product Enhancements
shall be subject to the availability of an adequate number of new or
substantially modified available scanners (desktop scanners in production
release, free from substantial defects) for the environment.

2.4 Equipment Loans. Pixel's obligation to provide any Product Update pursuant
to Section 2.2 hereof, or any Product Enhancement pursuant to Section 2.3
hereof, shall be subject to Kofax providing all hardware and software required
for developing and testing such Product Update or Product Enhancement in those
cases when Pixel is unable to obtain, through reasonable efforts, access to such
hardware or software at no charge from the manufacturer.

3. NEW PRODUCTS

Pixel may, from time to time, offer Kofax the opportunity to obtain licenses to
additional products not previously licensed by Kofax pursuant to this agreement,
including additional and/or new products and Product Enhancements which Pixel is
not obligated to provide to Kofax pursuant to Section 2.3 hereof. To the extent
that Pixel and Kofax agree in writing, such additional products may be added to
this Agreement, upon such additional terms and conditions as may be agreed by
Pixel and Kofax in writing.

4. SUPPORT

4.1 Telephone Support. Pixel will provide telephone support for the Products
during Pixel's normal business hours for the support fees set forth on Schedule
3 hereto during the term of this Agreement.



                                       -2-



<PAGE>   3
4.2 Correction of Defects. During the term of this Agreement, as part of Pixel's
support obligation, Pixel will use commercially reasonable efforts to respond to
and correct defects in the Products identified by Kofax within the following
time periods (in working days):


<CAPTION>
--------------------------------------------------------------------------------------------------
Defect     Description                                                      Respond     Correct
Level                                                                       Within      Within
--------------------------------------------------------------------------------------------------
                                                                              
Critical   Product crashes under normal use or is unusable as a whole       1 day       10 days
Serious    Important feature is unusable or performance is unacceptable     2 days      30 days
Minor      Less important feature is unusable or easy workaround            5 days      90 days


Pixel shall have no obligation with respect to correction of any defect in the
Products other than to use commercially reasonable efforts pursuant to this
Section to correct the defect; provided, however, that to the extent the defect
is identified by Kofax during the Warranty Period for the Product, as defined in
Section 5 hereof, then Pixel shall also have the warranty obligations expressly
set forth in such Section 5.

5. LIMITITED WARRANTY

Kofax is sophisticated, experienced and technically competent with expertise in
products of the type provided under this Agreement. Kofax has tested samples of
the Products and has made its own determination that the Products meet the
requirements of Kofax. Pixel warrants to Kofax only that each Product delivered
under this Agreement will perform substantially in accordance with the
specifications set forth in Exhibit B. This warranty is made for a period of one
year from the date of delivery of the Product to Kofax (the "Warranty Period").

To the extent that Kofax advises Pixel in writing during the Warranty Period
that a Product does not perform substantially in accordance with the
specifications set forth in Exhibit B with respect to such Product, Pixel shall
correct the defect within a reasonable time period. If Pixel is unable to
correct the defect within a reasonable period of time, or in its discretion
elects not to undertake, or to discontinue, efforts to correct the defect, Pixel
will refund any license fees paid by Kofax with respect to the defective
Product. These are Kofax's sole and exclusive remedies for any breach of
warranty.

THE EXPRESS WARRANTY PROVIDED IN THIS SECTION 5 IS IN LIEU OF ALL OTHER
WARRANTIES, AND PIXEL DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED,
INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR
ARISING FROM THE COURSE OF DEALING BETWEEN THE PARTIES OR USAGE OF TRADE. PIXEL
WILL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO KOFAX, OR ANY END-USER OR
TRANSFEREE FROM KOFAX, FOR SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF
WHATEVER NATURE ARISING OUT OF THIS AGREEMENT OR RESULTING FROM THE SUBLICENSE
OR PROVISION OF PRODUCTS OR SERVICES BY KOFAX OR RELICENSE OR USE BY ANY
END-USER OR TRANSFEREE OF SUCH PRODUCTS, EVEN IF PIXEL HAS BEEN NOTIFIED OF
THE POSSIBILITY OF SUCH DAMAGES.

6. SUITABILITY/LIMITATIONS ON REMEDIES AND LIABILITY

Kofax hereby understands that it is responsible for satisfying itself as to the
suitability of Products for the purposes for which Products are licensed.

The express remedies set forth in this Agreement are in lieu of all obligations
or liabilities on the part of Pixel for damages resulting from breach of
warranty, breach of contract, negligence or on any other legal theory. The
limitations on remedies, liability and damages set forth in this Agreement, and
the corresponding allocations of risks, are essential elements of the bargain
between the parties and are knowingly agreed to by both parties.



                                       -3-



<PAGE>   4
IN NO EVENT SHALL PIXEL BE LIABLE FOR COSTS OF PROCUREMENT OF SUBSTITUTE
PRODUCTS OR SERVICES, LOST PROFITS, OR ANY SPECIAL, INDIRECT, CONSEQUENTIAL OR
INCIDENTAL DAMAGES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, ARISING IN
ANY WAY OUT OF THE LICENSE OR PROVISION OF, OR AGREEMENT TO LICENSE OR PROVIDE,
PRODUCTS OR SERVICES TO KOFAX. THIS LIMITATION SHALL APPLY EVEN IF PIXEL HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING ANY FAILURE
OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

Neither Pixel nor Kofax shall by reason of the termination of this Agreement
under any circumstances be liable to the other for compensation, reimbursement
or damages on account of the loss of prospective profits on anticipated sales,
or on account of expenditures, investments, leases or commitments in connection
with the business or goodwill of Pixel or Kofax, or otherwise.

7. INDEMNIFICATION

7.1 Indemnity. Pixel will defend, at its own expense, any claim, suit or
proceeding brought against Kofax to the extent it is based upon a claim that any
software licensed by Pixel to Kofax pursuant to this Agreement infringes upon
any patent, copyright or trade secret of any third party. Kofax agrees that it
shall promptly notify Pixel in writing of any such claim or action and give
Pixel full information and assistance in connection therewith. Pixel shall have
the sole right to control the defense of any such claim or action and the sole
right to settle or compromise any such claim or action. If Kofax complies with
the provisions hereof, Pixel will pay all damages, costs and expenses finally
awarded to third parties against Kofax in such action. If such software is, or
in Pixel's opinion might be, held to infringe as set forth above, Pixel may, at
its option, replace or modify such software so as to avoid infringement, or
procure the right for Kofax to continue the use and sublicense of such software.
If neither of such alternatives is, in Pixel's opinion, commercially reasonable,
the infringing software shall be returned to Pixel and Pixel's sole liability,
in addition to its obligation to reimburse awarded damages, costs and expenses
set forth above, shall be to refund the amounts paid to license such software by
Kofax.

7.2 Limitations. Pixel will have no liability for any claim of infringement
arising as a result of Kofax's use of the licensed software in combination with
any items not supplied by Pixel, or any modification of the licensed software by
Kofax or third parties where such infringement would not exist through use of
the unmodified licensed software alone.

7.3 Entire Liability. THE FOREGOING STATES THE ENTIRE LIABILITY OF PIXEL TO
KOFAX OR ANY SUBLICENSEE OF SOFTWARE CONCERNING INFRINGEMENT OF INTELLECTUAL
PROPERTY RIGHTS, INCLUDING BUT NOT LIMITED TO, PATENT, COPYRIGHT AND TRADE
SECRET RIGHTS.

8. CONFIDENTIALITY

Pixel and Kofax may disclose certain information which the disclosing party
considers to be confidential. In order for any information disclosed by one
party to the other to be treated as "Confidential Information" protected by this
Section 8, it must be (i) prominently marked as confidential when disclosed in
writing, or (ii) if disclosed orally, identified as confidential at time of
disclosure and reproduced in writing, marked confidential and sent to the
receiving party within thirty (30) days after it is first communicated to such
party; provided, however, that under any circumstances all source code received
from Pixel and the pricing information set forth on Schedule 3 hereto shall be
treated as Confidential Information. Confidential Information shall not be
deemed to include information which is published or otherwise becomes available
to the public other than by a breach of this Agreement; or is lawfully received
by the receiving party from a third party without any confidentiality
obligations; or was known by the receiving party prior to its receipt from the
disclosing party.



                                       -4-



<PAGE>   5
The receiving party shall not during the Term of this Agreement and for a period
of five years after the termination thereof, use for any purpose other than as
contemplated by this Agreement, or divulge to any third party, any Confidential
Information; provided, further, however, that such obligations with respect to
any source code received from Pixel shall continue in perpetuity.

9. TERM AND TERMINATION

9.1 Term. The term of this Agreement shall commence on the effective date set
forth above and shall continue for a period of one year from that date (the
"Initial Term"). Unless Kofax or Pixel gives written notice that it elects not
to renew the Agreement at least thirty (30) days prior to the end of the Initial
Term, the Agreement shall automatically renew for an additional one year term (a
"Subsequent Term"). Similarly, unless Kofax or Pixel gives written notice that
it elects not to renew the Agreement at least thirty (30) days prior to the end
of a Subsequent Term, the Agreement shall automatically renew for an additional
one year Subsequent Term; provided, however, that the Agreement shall not be
automatically renewed under any circumstances for more than a total of four
Subsequent Terms.

9.2 Termination. If either party defaults in the performance of any material
provision of this Agreement, then the non-defaulting party may terminate this
Agreement by written notice to the defaulting party that if the default is not
cured within thirty days (30) days the Agreement will be terminated. In
addition, in the event that any amount payable by Kofax pursuant to this
Agreement has not been paid within ten (10) days following written notice of
delinquency, Pixel shall be entitled to terminate this Agreement immediately
upon written notice to Kofax.

9.3 Effects of Termination. In the event that this Agreement is terminated by
reason of an early nonrenewal election made by Pixel pursuant to Section 9.1
hereof, or in the event that it is terminated by Kofax pursuant to Section 9.2
hereof, then Kofax shall have the right to grant object code licenses for the
Products, but only integrated with hardware and/or software products of
significant value provided by Kofax, and subject to the other restrictions on
such grants of object code licenses set forth in this Agreement, for the
remainder of the remaining possible Subsequent Terms otherwise available under
this Agreement. In the event that this Agreement is terminated pursuant to
Section 9.1, other than by reason of an early nonrenewal election made by Pixel
pursuant to Section 9.1 hereof, or in the event that this Agreement is
terminated by Pixel pursuant to Section 9.2 hereof, all rights of Kofax pursuant
to this Agreement shall be immediately terminated and Kofax shall immediately
destroy all object code copies of the Products licensed to it which have not
been sublicensed to customers of Kofax and shall immediately return to Pixel all
source code materials received from Pixel and any copies of such materials which
Kofax may have made; however, the rights of sublicensees of the Products from
Kofax shall not be affected by such termination of the Agreement. Under no
circumstances shall Pixel be obligated to refund any amount to Kofax with
respect to any licensee fee paid or Discount Allowance granted pursuant to
Schedule 3 hereto.

10. GENERAL

10.1 Audit Rights. Pixel shall have the right, at any time up to one year after
the termination of this Agreement to have Kofax's books and records related to
the sublicense of the Products examined by an independent certified public
accountant selected by Pixel. If such examination reveals that the license fees
paid by Kofax pursuant to this Agreement are understated by 5% or more for any
period, Kofax shall reimburse Pixel for the reasonable fees and expenses of such
certified public accountant.



                                       -5-



<PAGE>   6
10.2 Notices. Any notice required to be given hereunder shall be in writing and
may be given personal delivery (including by professional courier) at, or
mailing (by first class receipted prepaid mail) to, the address of the party set
forth below, addressed to the attention of "Contracts Administrator" in the case
of Pixel and to the attention of Contracts Administrator in the case of Kofax,
or such other address as such party may have notified the other of pursuant to
this Section. In the case of personal delivery, such notice shall be deemed to
have been given upon the date of such delivery. In the case of mailing, such
notice shall be deemed to have been given seven days after such mailing.

10.3 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of California, without regard to its
provisions concerning the applicability of the laws of other jurisdictions. Any
suit hereunder shall be brought in the federal or state courts in the districts
which include Cupertino, California, and Kofax hereby agrees and submits to the
personal jurisdiction and venue thereof

10.4 Relationship of Parties. Nothing in this Agreement shall constitute or be
deemed to constitute a partnership between the parties. The relationship between
Pixel and Kofax shall be that of licensor and licensee. The officers, agents and
employees of one party shall under no circumstances be considered the agents,
employees or representatives of the other party. Neither Kofax nor Pixel shall
have the right to enter into any contracts or binding commitments, or make any
representations, in the name of or on behalf of the other in any respect
whatsoever.

10.5 Assignment. Neither party will assign any of its rights or obligations
hereunder, whether voluntarily or by operation of law, without the prior written
consent of the other party, other than as part of an acquisition of the party,
whether by merger or sale of substantially all of the assets of the party.
Subject to the foregoing, this Agreement will inure to the benefit of and be
binding upon the successors and assigns of the parties.

10.6 Force Majure. Neither party shall be liable for any failure to perform any
of its obligations hereunder (other than the payment of money) which results
from act of God, the elements, fire, flood, component shortages, force majeure,
riot, insurrection, industrial dispute, accident, war, embargoes, legal
restrictions or any other cause beyond the control of the party.





                                       -6-



<PAGE>   7
10.7 Entire Agreement. All previous agreements and arrangements (if any) made by
the parties, and relating to the subject matter hereof, including any agreements
concerning confidentiality of information, are hereby superseded and this
Agreement embodies the entire understanding of the parties, there being no
promises, terms, conditions or obligations, oral or written, express or implied,
other than those contained herein. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original and all of which
together shall constitute one instrument. This Agreement shall supersede any
provision of any purchase order submitted by Kofax; notwithstanding any
provision in such purchase order to the contrary.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first above written.

                                       Pixel Translations, Inc.
                                       10062 Miller Avenue, Suite 205
                                       Cupertino, CA 95014
                                       USA

                                       By:    [Sig unreadable]
                                          --------------------------------------
                                       Title: Vice President
                                             -----------------------------------

                                       Kofax Image Products
                                       3 Jenner Street
                                       Irvine, CA 92718
                                       USA

                                       By:    [Sig unreadable]
                                          --------------------------------------
                                       Title: Vice President and Secretary
                                             -----------------------------------





                                       -7-


<PAGE>   8
                                   SCHEDULE 1

                              OBJECT CODE LICENSES

ISIS Drivers for Windows 3.X.

ISIS Drivers for DOS.





                                       -8-


<PAGE>   9
                                   SCHEDULE 2

                              SOURCE CODE LICENSES

None.





                                       -9-



<PAGE>   10
                                   SCHEDULE 3

                            LICENSE AND SUPPORT FEES

Binary License fees for ISIS Drivers

Within thirty days of the end of each calendar quarter, any portion of which
falls within the term of the Agreement, Kofax shall notify Pixel of the number
of copies of the Product distributed by Kofax during the calendar quarter, both
in the "single driver" category and in the "driver set" category for each
licensed environment. This report shall indicate all copies of the Products
which have been distributed, including indicating any copies as to which a
royalty is not due pursuant to the provisions hereof, whether because it is a
promotional copy or a product upgrade as to which a license fee was previously
paid.

License fees due under this Agreement will be determined by one of the two
following schedules. Any licenses granted in excess of those prepaid prior to
their shipment shall be paid for under the "Quarterly Schedule" and shall be
paid for at the time of the quarterly notification either in cash or by
allocation of a previously granted Discount Allowance. Kofax may also, at any
time, elect to prepay some number of licenses under the "Prepay Schedule".
Prepayment at the time of such election may also be made either in cash or by
allocation of a previously granted Discount Allowance.

PREPAY Schedule


<CAPTION>
-------------------------------------------------------------------------------------------
Quantity              50     100     250     500     1,000     2,500     5,000     10,000
-------------------------------------------------------------------------------------------
                                                             
Individual           [*]     [*]     [*]     [*]       [*]       [*]       [*]       [*]
(except Ricoh
410/510/520)
-------------------------------------------------------------------------------------------
Set (5 or more;      [*]     [*]     [*]     [*]       [*]       [*]       [*]       [*]
except Ricoh
410/510/520)
-------------------------------------------------------------------------------------------
Set (5 or more;      [*]     [*]     [*]     [*]       [*]       [*]       [*]       [*]
w/ Ricoh
410/510/520)
-------------------------------------------------------------------------------------------



QUARTERLY Schedule


<CAPTION>
------------------------------------------------------------------------------------------
Quantity             1-       50-      100-    250-     500-     1,000-    2,500   5,000+
                     49       99       249     499      999      2,499     4,999
------------------------------------------------------------------------------------------
                                                             
Individual           [*]      [*]      [*]     [*]      [*]       [*]       [*]      [*]
(except Ricoh
410/510/520)
------------------------------------------------------------------------------------------
Ricoh 410/5XO        [*]      [*]      [*]     [*]      [*]       [*]       [*]      [*]
------------------------------------------------------------------------------------------
Set (5 or more;      [*]      [*]      [*]     [*]      [*]       [*]       [*]      [*]
except Ricoh
410/5XO)
------------------------------------------------------------------------------------------
Set (5 or more;      [*]      [*]      [*]     [*]      [*]       [*]       [*]      [*]
w/ Ricoh
410/5X0)
------------------------------------------------------------------------------------------




                                      -10-

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



<PAGE>   11
Kofax shall have the right to distribute, royalty free, Products included as
part of Kofax products which are Promotional Distributions. For these purposes,
"Promotional Distributions" shall include only distributions of the Products,
integrated with Kofax's products, for demonstration or promotional purposes,
when the price charged is equal to or less than the actual cost of the goods
distributed, plus reasonable shipping and handling charges. However, Products
which are distributed at such a price as part of an offer or promotion including
any other Kofax product which is not being distributed at a price equal to or
less than the actual cost of the goods distributed, plus reasonable shipping and
handling charges, shall not be considered Promotional Distributions.

Kofax shall have the right to distribute, royalty free, Product Updates and
Product Enhancements as product upgrades to Kofax's customers who have been
previously licensed to use the Product which is so upgraded and for which a
license fee has previously been paid pursuant to this Agreement.

A maximum of [*] will be due for actual licenses granted during any four
consecutive calendar quarters for each licensed environment. Prepayments for
licenses used beyond the period in question will not be included for purposes of
applying this maximum.

Support Fees for ISIS Drivers

Within 30 days of each annual renewal of this Agreement, whether or not such
renewal is automatic, Kofax shall pay [*]for Support Fees for ongoing Product
Updates, Product Enhancements, and telephone support.

Notwithstanding the foregoing, if License Fees for ISIS drivers, due and paid in
the previous 12 months, exceed [*] then no Support Fees shall be due.



                                      -11-


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



<PAGE>   12
                          EXHIBIT A - LICENSE AGREEMENT



This Software License Agreement (the "Agreement") grants you a nonexclusive
license to use the software supplied to you by Kofax Image Products
("Licensor"), including the software supplied to you on disks, diskettes and/or
as part of the equipment supplied by Licensor (the "Software"). It also imposes
certain restrictions on your use of the Software. Licensor, and/or its
licensors, retains ownership of the Software and no rights are granted to you
other than a license to use the Software on the terms expressly set forth in
this Agreement.

For backup purposes, you may make a copy of the Software supplied on disks
and/or diskettes, but you may not use the backup copy other than as an archive
for the replacement of the primary copy. You must include on the backup copy all
copyright and other notices included on the Software as supplied by Licensor.
You may not otherwise make any copy of any of the Software, and you may not make
any copy of any of the written materials accompanying the Software and/or the
equipment supplied by Licensor.

You acknowledge that the underlying structure, sequence, organization and source
code of the Software is a valuable trade secret of Licensor and/or its
licensors, and you agree not to decompile, disassemble or reverse engineer, or
modify in any way, any of the Software.

You may not transfer or assign your rights to use the Software, unless Licensor
receives the written agreement of the transferee to be bound by all of the terms
of this Agreement.

Upon violation of any of the provisions of this Agreement, your rights to use
the Software shall automatically terminate and you shall be obligated to return
the Software to Licensor, or destroy all copies of the Software. This
Agreement shall be governed by California law, other than its provisions
concerning the applicability of laws of other jurisdictions.

You acknowledge that the export of the Software is governed by the export
control laws of the United States of America and other countries. You agree to
comply with all such export control laws.

If you are a unit of the Department of Defense, you acknowledge that the
Software is provided as "commercial computer software" under the terms and
conditions of this Agreement, as Licensor's standard software license agreement,
in accordance with clause 252.211 of the Federal Acquisition Regulations and its
successors. If you are a civilian agency, you acknowledge that the Software is
"restricted computer software", is licensed only with "restricted rights" and
use, reproduction or disclosure is subject to restrictions set forth in
subparagraphs (a) through (d) of clause 52.227-19 of the Federal Acquisition
Regulations and its successors, and for purposes of subparagraph (d) thereof,
you further acknowledge that the Software is unpublished and all rights are
reserved under the copyright laws of the United States.



                                      -12-



<PAGE>   13
                       EXHIBIT B - PRODUCT SPECIFICATIONS

ISIS Drivers object code shall be that machine readable code which performs the
following functions and/or meets the following specifications:

1. The drivers conform to the ISIS Specification as documented in the latest
revisions of the ISIS Application Developer's Toolkit Manual and the ISIS
Scanner Driver Developer's Toolkit Manual.

2. The drivers pass the test suite "SCANTEST".

3. The drivers have reasonable performance which is not inferior to the
performance exhibited as of the effective date of this Agreement.

4. The drivers must not, in and of themselves, cause the scanner to start and
stop if such starting and stopping causes reduced image quality.

5. The drivers must not use more than 64K of memory for code and data.

6. The drivers will follow the internationalization guidelines of the applicable
operating environment and will include source code as necessary to allow
internationalization.

7. The drivers must support the following scanners and image formats: In the
Windows environment version:

      Abaton Transcribe 300
      Abaton 300/S
      Abaton 300/GS
      Abaton 300/Color
      Apple One Scanner
      Canon IX-12
      Canon IX-12F
      Canon IX-30
      Chinon DS-3000
      Complete PC Page Scanner
      Complete PC Flatbed Scanner (HP)
      Datacopy 730
      Datacopy 730 GS
      Datacopy 830
      Datacopy GS Plus
      Datacopy Jetreader
      Dest PC Scan+
      Dest PC Scan 1000
      Dest 2000
      Dest 3000
      Epson ES-300C/GT-6000
      Epson ES-600C/GT-6500
      Epson ES-800C/GT-8000
      Epson GT-4000
      Fujitsu Scan Partner 10 (w/Adaptec)
      Fujitsu 3093E (w/Kofax 9200)



                                      -13-



<PAGE>   14
      Fujitsu 3096E+ (w/Kofax 9200)
      Fujitsu 3096G (w/ Adaptec)
      Hewlett-Packard ScanJet
      Hewlett-Packard ScanJet Plus
      Hewlett-Packard IIc
      Hewlett-Packard IIp
      Hewlett-Packard Accupage 1.0
      Howtek Personal Color Scanner
      IBM 3119 (MCA only)
      Microtek MS-300A
      Microtek MS-300C
      Microtek MSF-300A
      Microtek MSF-300C
      Microtek MSF-300G
      Microtek MSF-300Q
      Microtek MSF-300Z (no color support)
      Microtek MS-400G
      Microtek MS-II
      Panasonic FX-RS307
      Panasonic FX-RS505
      Panasonic FX-RS506
      Pentax (HP)
      Princeton Graphics LS300
      Ricoh IS 50
      Ricoh IS 60
      Ricoh IS 410
      Ricoh IS 510
      Ricoh IS 520
      Sharp JX-320
      Sharp JX-610
      Tamarac TS-6000C
      Tamarac TS-8000C
      UMAX UG-630
      UMAX UC-630
      UMAX UC-840
      UMAX OA-1
      UMAX 1200-C
      TIFF Raw (8-bit and 16-bit)
      TIFF Packbits
      TIFF CCITT Group 3
      TIFF CCITT Group 3 modified
      TIFF CCITT Group 4
      PCX
      PDA Raw
      PDA CCITT Group 3
      PDA CCITT Group 4

In the DOS environment version:

      Abaton Transcribe 300
      Abaton 300 / S



                                      -14-



<PAGE>   15
      Abaton 300 / GS
      Abaton 300 / Color
      Apple One Scanner
      Canon IX-12
      Canon IX-12F
      Canon IX-30
      Chinon DS-3000
      Complete PC Page Scanner
      Complete PC Flatbed Scanner (HP)
      Datacopy 730
      Datacopy 730 GS
      Datacopy 830
      Datacopy GS Plus
      Datacopy Jetreader
      Dest PC Scan+
      Dest PC Scan 1000
      Dest 2000
      Dest 3000
      Epson ES-300C/GT-6000
      Epson ES-600C/GT-6500
      Epson ES-800C/GT-8000
      Epson GT-4000
      Fujitsu Scan Partner 10 (w/Adaptec)
      Fujitsu 3096G (w/Adaptec)
      Hewlett-Packard ScanJet
      Hewlett-Packard ScanJet Plus
      Hewlett-Packard IIc
      Hewlett-Packard IIp
      Howtek Personal Color Scanner
      IBM 3119 (MCA only)
      Microtek MS-300A
      Microtek MS-300C
      Microtek MSF-300A
      Microtek MSF-300C
      Microtek MSF-300G
      Microtek MSF-300Q
      Microtek MSF-300Z (no color support)
      Microtek MS-400G
      Microtek MS-II
      Panasonic FX-RS307
      Panasonic FX-RS505
      Panasonic FX-RS506
      Pentax (HP)
      Princeton Graphics LS300
      Ricoh IS 50
      Ricoh IS 60
      Ricoh IS 410
      Ricoh IS 510
      Ricoh IS 520
      Sharp JX-320
      Sharp JX-610



                                      -15-



<PAGE>   16
      Tamarac TS-6000C
      Tamarac TS-8000C
      UMAX UG-630
      UMAX UC-630
      UMAX UC-840
      UMAX OA-1
      UMAX 1200-C
      TIFF Raw (8-bit and 16-bit)
      TIFF Packbits
      TIFF CCITT Group 3
      TIFF CCITT Group 3 modified
      TIFF CCITT Group 4
      PCX
      PDA Raw
      PDA CCITT Group 3
      PDA CCITT Group 4






                                      -16-



<PAGE>   17
                   MODIFICATION TO SOFTWARE LICENSE AGREEMENT


THIS AGREEMENT is entered into effective as of July 1, 1995 by and between Pixel
Translations, Inc., a California corporation ("Pixel") and Kofax Image Products,
a California corporation ("Kofax") to modify the Software License Agreement
between the parties dated June 1, 1993 as follows:

The following Schedules and Exhibits shall be replaced by those Schedules and
Exhibits which are attached to and part of this Agreement:

         Schedule 1 - Object Code Licenses
         Schedule 3 - License and Support Fees
         Exhibit B  - Product Specifications

IN WITNESS WHEREOF, the parties hereto have executed this Agreement in their
respective names and by their duly authorized officers.

                                       Pixel Translations, Inc.
                                       3031 Tisch Way, Suite 310
                                       San Jose, CA 95128
                                       USA

                                       By:    /s/
                                          --------------------------------------
                                       Title: Director, Sales & Marketing
                                             -----------------------------------

                                       Kofax Image Products
                                       3 Jenner Street
                                       Irvine, CA 92718
                                       USA

                                       By:    /s/
                                          --------------------------------------
                                       Title: Director Marketing
                                             -----------------------------------



                                      -1-
                                                          CONFIDENTIAL TREATMENT



<PAGE>   18
                                   SCHEDULE 1

                              OBJECT CODE LICENSES



ISIS Drivers for Windows 3.X.

ISIS Drivers for Kodak Imagelink Scanners for Windows 3.X.








                                       -2-


<PAGE>   19
                                   SCHEDULE 3

                            LICENSE AND SUPPORT FEES

Binary License fees for ISIS Drivers

Within thirty days of the end of each calendar quarter, any portion of which
falls within the term of the Agreement, Kofax shall notify Pixel of the number
of copies of the Product distributed by Kofax during the calendar quarter, both
in each of the "single driver" categories and in the "driver set" categories for
each licensed environment. This report shall indicate all copies of the Products
which have been distributed, including indicating any copies as to which
a royalty is not due pursuant to the provisions hereof, whether because it is a
promotional copy or a product upgrade as to which a license fee was previously
paid.

License fees due under this Agreement will be determined by one of the two
following schedules. Any licenses granted in excess of those prepaid prior to
their shipment shall be paid for under the "Quarterly Schedule" and shall be
paid for at the time of the quarterly notification either in cash or by
allocation of a previously granted Discount Allowance. Kofax may also, at any
time, elect to prepay some number of licenses under the "Prepay Schedule".
Prepayment at the time of such election may also be made either in cash or by
allocation of a previously granted Discount Allowance.

PREPAY Schedule


<CAPTION>
--------------------------------------------------------------------------------------------------------------
Quantity                10       50     100      250       500      1,000   2,500      5,000        10,000
--------------------------------------------------------------------------------------------------------------
                                                                            
Level 1 Driver          [*]     [*]     [*]      [*]       [*]       [*]     [*]        [*]           [*]
--------------------------------------------------------------------------------------------------------------
Level 2 Driver          [*]     [*]     [*]      [*]       [*]       [*]     [*]        [*]           [*]
--------------------------------------------------------------------------------------------------------------
Level 3 Driver          [*]     [*]     [*]      [*]       [*]       [*]     [*]        [*]           [*]
--------------------------------------------------------------------------------------------------------------
Set:   All Level 1      [*]     [*]     [*]      [*]       [*]       [*]     [*]        [*]           [*]
--------------------------------------------------------------------------------------------------------------
Set:   All Drivers      [*]     [*]     [*]      [*]       [*]       [*]     [*]        [*]           [*]
--------------------------------------------------------------------------------------------------------------



QUARTERLY Schedule


<CAPTION>
----------------------------------------------------------------------------------------------------------------------
Quantity               1-9      10-       50-      100-     250-     500-    1,000-     2,500-    5,000-     10,000-
                                49        99       249      499      999     2,499      4,999     9,999      24,999
----------------------------------------------------------------------------------------------------------------------
                                                                                     
Level 1 Driver         [*]      [*]       [*]      [*]      [*]      [*]      [*]         [*]      [*]         [*]
----------------------------------------------------------------------------------------------------------------------
Level 2 Driver         [*]      [*]       [*]      [*]      [*]      [*]      [*]         [*]      [*]         [*]
----------------------------------------------------------------------------------------------------------------------
Level 3 Driver         [*]      [*]       [*]      [*]      [*]      [*]      [*]         [*]      [*]         [*]
----------------------------------------------------------------------------------------------------------------------
Set:    All Level 1    [*]      [*]       [*]      [*]      [*]      [*]      [*]         [*]      [*]         [*]
----------------------------------------------------------------------------------------------------------------------
Set:    All Drivers    [*]      [*]       [*]      [*]      [*]      [*]      [*]         [*]      [*]         [*]
----------------------------------------------------------------------------------------------------------------------


Level 1 scanner drivers are most drivers listed in Exhibit B except:

   Level 2 drivers:
   Ricoh IS410, Fujitsu 3096G/3097G, Kofax/Xionics Simplex, Panasonic sheetfed

   Level 3 drivers:
   Ricoh IS510/520, Fujitsu 3099A/G/AG, Bell & Howell (SCSI), Kofax/Xionics
   Duplex, Canofile, TDC 2610W

ISIS "Sets" include the ISIS drivers for file i/c; otherwise, each file driver
is considered a Level I driver.


                                      -3-



*       Confidential portions omitted and filed separately with the
        Securities and Exchange Commission.
<PAGE>   20


Kofax shall have the right to distribute, royalty free, Products included as
part of Kofax products which are Promotional Distributions. For these purposes,
"Promotional Distributions" shall include only distributions of the Products,
integrated with Kofax's products, for demonstration or promotional purposes,
when the price charged is equal to or less than the actual cost of the goods
distributed, plus reasonable shipping and handling charges. However, Products
which are distributed at such a price as part of an offer or promotion including
any other Kofax product which is not being distributed at a price equal to or
less than the actual cost of the goods distributed, plus reasonable shipping and
handling charges, shall not be considered Promotional Distributions.

Kofax shall have the right to distribute, royalty free, Product Updates and
Product Enhancements as product upgrades to Kofax's customers who have been
previously licensed to use the Product which is so upgraded and for which a
license fee has previously been paid pursuant to this Agreement.

A maximum of [*] will be due for actual licenses granted during any four
consecutive calendar quarters for each Kofax product in each licensed
environment. Prepayments for licenses used beyond the period in question will
not be included for purposes of applying this maximum.

SUPPORT FEES FOR ISIS DRIVERS

Within 30 days of each annual renewal of this Agreement, whether or not such
renewal is automatic, Kofax shall pay [ * ] for Support Fees for ongoing Product
Updates, Product Enhancements, and telephone support for each licensed
environment.

Notwithstanding the foregoing, if License Fees for ISIS drivers due and paid in
the previous 12 months for a given environment exceed [*] then no Support Fees
shall be due.

BINARY LICENSE FEES FOR ISIS DRIVERS FOR KODAK IMAGELINK SCANNERS

Prior to the shipment, or within 30 days of the shipment, of any Product, Kofax
shall pay Pixel license fees according to the following schedule:

             Scanner                          1-5 units          6-10 units
             Imagelink 500                       [*]                 [*]
             Imagelink 900, 923, 990             [*]                 [*]

Kofax shall have the right to distribute, royalty free, Product Updates and
Product Enhancements as product upgrades to Kofax's customers who have been
previously licensed to use the Product which is so upgraded and for which a
license fee has previously been paid pursuant to this schedule.

SUPPORT FEES FOR ISIS DRIVERS FOR KODAK IMAGELINK SCANNERS

Within 30 days of each annual renewal of this Agreement, whether or not such
renewal is automatic, Kofax shall pay [*] for Support Fees for ongoing Product
Updates, Product Enhancements, and telephone support for each licensed
environment.

Notwithstanding the foregoing, if License Fees for ISIS drivers for Kodak
Imagelink scanners due and paid in the previous 12 months for a given
environment exceed [*] then no Support Fees shall be due.



                                      -4-


*       Confidential portions omitted and filed separately with the
        Securities and Exchange Commission.
<PAGE>   21

                       EXHIBIT B - PRODUCT SPECIFICATIONS


ISIS Drivers object code shall be that machine readable code which performs the
following functions and/or meets the following specifications:

1.  The drivers conform to the ISIS Specification as documented in the latest
    revisions of the ISIS Application Developer's Toolkit Manual and the ISIS
    Scanner Driver Developer's Toolkit Manual.

2.  The drivers pass the test suite "SCANTEST".

3.  The drivers have reasonable performance which is not inferior to the
    performance exhibited as of the effective date of this Agreement.

4.  The drivers must not, in and of themselves, cause the scanner to start and
    stop if such starting and stopping causes reduced image quality.

5.  The drivers must not use more than 64K of memory for code and data.

6.  The drivers will follow the internationalization guidelines of the
    applicable operating environment and will include source code as necessary
    to allow internationalization.

7.  The drivers must support the following scanners and image formats:

In the Windows environment version:

      Agfa ARCUS
      Agfa ARCUS Plus
      Agfa StudioScan
      Agfa StudioScan II
      Apple One Scanner
      Bell & Howell 2135 (Adaptec)
      Bell & Howell 2137/A (Adaptec)
      Bell & Howell 2138 (Adaptec)
      Bell & Howell 3238 (Adaptec)
      Bell & Howell 3338/A (Kofax 9200, Xionics Turbo)
      Bell & Howell 3338/A (Adaptec)
      Bell & Howell 6338 (Kofax 9200, Xionics Turbo)
      Bell & Howell 6338 (Adaptec)
      Canon IX-12
      Canon IX-12F
      Canon IX-30
      Canon IX-3010 (SI40/Adaptec)
      Canon IX-4015 (SI40/Adaptec)
      Chinon DS-3000
      Complete PC Flatbed (HP)
      Envisions 6100, 8100, 24 Pro
      Epson ES-300C/GT-6000
      Epson ES-600C/GT-6500
      Epson ES-800C/GT-8000
      Epson ES-1200C/GT-9000
      Epson 300GS



                                       -5-



<PAGE>   22
      Fujitsu Scan Partner Jr.
      Fujitsu Scan Partner 10
      Fujitsu 3093E (Kofax 9200, Xionics Turbo)
      Fujitsu 3096E+ (Kofax 9200, Xionics Turbo)
      Fujitsu 3096G (Adaptec)
      Fujitsu 3097E+ (Kofax 9200, Xionics Turbo)
      Fujitsu 3097G (Adaptec)
      Fujitsu 3096GX
      Fujitsu 3099 A/AG (Adaptec, Kofax 9275)
      Hewlett-Packard ScanJet
      Hewlett-Packard ScanJet Plus
      Hewlett-Packard ScanJet IIc
      Hewlett-Packard ScanJet IIcx
      Hewlett-Packard ScanJet IIp
      Hewlett-Packard ScanJet IIIp
      Hewlett-Packard Accupage 1.0
      IBM 2456
      Microtek MS-300A
      Microtek MS-300C
      Microtek MSF-300A
      Microtek MSF-300C
      Microtek MSF-300G
      Microtek MSF-300Q
      Microtek MSF-300Z
      Microtek MS-400G
      Microtek MS-II
      Microtek SM 600GS
      Microtek SM 600ZS
      Microtek ScanMaker II, IIG, IIHR, IISP
      Microtek ScanMaker III
      Nikon Scantouch
      Okidata DocIT 3000, 4000
      Panasonic KV-SP 505 (Kofax 9200)
      Panasonic KV-SS50, KV-SS60
      Panasonic KV-SS55, KV-SS65
      Pentax (HP)
      Relisys Office 2400
      Ricoh FS2
      Ricoh IS50
      Ricoh IS60
      Ricoh IS410
      Ricoh IS510/520
      Ricoh 530 digital copier
      Sharp JX-320
      Sharp JX-325
      Sharp JX-330
      Sharp JX-610
      TDC 2610 (Kofax 9200, Xionics Turbo)
      UMAX UG-630
      UMAX UC-630



                                      -6-
<PAGE>   23
      UMAX UC-840
      UMAX UC-1200S
      UMAX OA-1
      UMAX 1200-C

      TIFF Raw
      TIFF 32771
      TIFF Packbits
      TIFF CCITT G3, G3 modified
      TIFF CCITT  Group 4
      PCX
      DCX
      LZW
      GIF
      BMP
      CALS Type 1
      PDA Raw, G3, G4

ISIS Drivers for Kodak Imagelink Scanners object code shall be that machine
readable code which performs the following functions and/or meets the following
specifications:

1. The drivers conform to the ISIS Specification as documented in the latest
revisions of the PixTools/Scan Manual and the ISIS Scanner Driver Developer's
Toolkit Manual.

2. The drivers pass the test suite "SCANTEST".

3. The drivers have reasonable performance which is not inferior to the
performance exhibited as of the effective date of this Agreement.

4. The drivers will follow the internationalization guidelines of the applicable
operating environment and will include source code as necessary to allow
internationalization.

5. The drivers must support the following scanners, including the features of
those scanners which were supported as of January 1, 1995:

In the Windows environment version:

        Kodak Imagelink 500
        Kodak Imagelink 900
        Kodak Imagelink 923
        Kodak Imagelink 990



                                       -7-



<PAGE>   24
                   MODIFICATION TO SOFTWARE LICENSE AGREEMENT


THIS AGREEMENT is entered into effective as of June 1, 1996 by and between Pixel
Translations, Inc., a California corporation ("Pixel") and Kofax Image Products,
a California corporation ("Kofax") to modify the Software License Agreement
between the parties dated June 1, 1993 as follows:

The following Schedules and Exhibits shall be replaced by those Schedules and
Exhibits which are attached to and part of this Agreement:
         Schedule 1 - Object Code Licenses
         Schedule 3 - License and Support Fees
         Exhibit B - Product Specifications

IN WITNESS WHEREOF, the parties hereto have executed this Agreement in their
respective names and by their duly authorized officers.

                                       Pixel Translations, Inc.
                                       3031 Tisch Way, Suite 310
                                       San Jose, CA 95128
                                       USA

                                       By:   [SIG]
                                          --------------------------------------
                                       Title: Business Unit Partner
                                             -----------------------------------

                                       Kofax Image Products
                                       3 Jenner Street
                                       Irvine, CA 92718
                                       USA

                                       By:   [SIG]
                                          --------------------------------------
                                       Title: VP Marketing
                                             -----------------------------------




                                      -1-
<PAGE>   25
                                   SCHEDULE 1

                              OBJECT CODE LICENSES

16 Bit ISIS Drivers for Windows 3.X and Windows 95.
32 Bit ISIS Drivers for Windows NT.
16 Bit ISIS Drivers for Kodak Imagelink Scanners for Windows 3.X.







                                       -2-


<PAGE>   26
                                   SCHEDULE 3

                            LICENSE AND SUPPORT FEES

BINARY LICENSE FEES FOR ISIS DRIVERS

Within thirty days of the end of each calendar quarter, any portion of which
falls within the term of the Agreement, Kofax shall notify Pixel of the number
of copies of the Product distributed by Kofax during the calendar quarter, both
in each of the "single driver" categories and in the "driver set" categories for
each licensed environment. This report shall indicate all copies of the Products
which have been distributed, including indicating any copies as to which a
royalty is not due pursuant to the provisions hereof, whether because it is a
promotional copy or a product upgrade as to which a license fee was previously
paid.

NOTWITHSTANDING THE FOREGOING, KOFAX MAY COMBINE LICENSED ENVIRONMENTS IN THE
     FOLLOWING SPECIFIC WAY: IF KOFAX HAS PREPAID "SET: ALL DRIVERS" PLUS A
     THIRTY PERCENT PREMIUM OVER THE LICENSE FEES IN THE "SET: ALL DRIVERS"
     PREPAY SCHEDULE BELOW, THEN KOFAX MAY SHIP 16 BIT PRODUCTS THAT RUN ON THE
     WINDOWS 3.1/WINDOWS 95 ENVIRONMENT AND 32 BIT PRODUCTS THAT RUN ON EITHER
     THE WINDOWS NT OR WINDOWS 95 ENVIRONMENT, AND APPLY THOSE PREPAID LICENSE
     FEES TOWARDS BOTH THE 16 BIT UNITS AND THE 32 BIT UNITS SHIPPED.

SUPPORT FEES SHALL BE DUE ON THE WINDOWS NT ENVIRONMENT UNLESS OTHER LICENSE
FEES IN ADDITION TO THE ARRANGEMENT ABOVE EXCEED THE MINIMUMS STATED BELOW.

License fees due under this Agreement will be determined by one of the two
following schedules. Any licenses granted in excess of those prepaid prior to
their shipment shall be paid for under the "Quarterly Schedule" and shall be
paid for at the time of the quarterly notification either in cash or by
allocation of a previously granted Discount Allowance. Kofax may also, at any
time, elect to prepay some number of licenses under the "Prepay Schedule".
Prepayment at the time of such election may also be made either in cash or by
allocation of a previously granted Discount Allowance.

PREPAY Schedule


<CAPTION>
-----------------------------------------------------------------------------------------------------------------
QUANTITY                 10       50       100        250     500      1,000     2,500      5,000        10,000
-----------------------------------------------------------------------------------------------------------------
                                                                                
LEVEL 1 DRIVER           [*]      [*]      [*]        [*]     [*]       [*]       [*]        [*]           [*]
-----------------------------------------------------------------------------------------------------------------
LEVEL 2 DRIVER           [*]      [*]      [*]        [*]     [*]       [*]       [*]        [*]           [*]
-----------------------------------------------------------------------------------------------------------------
LEVEL 3 DRIVER           [*]      [*]      [*]        [*]     [*]       [*]       [*]        [*]           [*]
-----------------------------------------------------------------------------------------------------------------
SET: ALL LEVEL 1         [*]      [*]      [*]        [*]     [*]       [*]       [*]        [*]           [*]
-----------------------------------------------------------------------------------------------------------------
SET: ALL DRIVERS         [*]      [*]      [*]        [*]     [*]       [*]       [*]        [*]           [*]
-----------------------------------------------------------------------------------------------------------------


QUARTERLY Schedule


<CAPTION>
-----------------------------------------------------------------------------------------------------------------
QUANTITY                    1-9    10-    50-      100-    250-     500-     1,000-    2,500-   5,000-    10,000
                                   49     99       249     499      999      2,499     4,999    9,999     24,999
-----------------------------------------------------------------------------------------------------------------
                                                                              
LEVEL 1 DRIVER              [*]    [*]    [*]      [*]     [*]      [*]       [*]        [*]     [*]        [*]
-----------------------------------------------------------------------------------------------------------------
LEVEL 2 DRIVER              [*]    [*]    [*]      [*]     [*]      [*]       [*]        [*]     [*]        [*]
-----------------------------------------------------------------------------------------------------------------
LEVEL 3 DRIVER              [*]    [*]    [*]      [*]     [*]      [*]       [*]        [*]     [*]        [*]
-----------------------------------------------------------------------------------------------------------------
SET: ALL LEVEL 1            [*]    [*]    [*]      [*]     [*]      [*]       [*]        [*]     [*]        [*]
-----------------------------------------------------------------------------------------------------------------
SET: ALL DRIVERS            [*]    [*]    [*]      [*]     [*]      [*]       [*]        [*]     [*]        [*]
-----------------------------------------------------------------------------------------------------------------




                                      -3-


*       Confidential portions omitted and filed separately with the
        Securities and Exchange Commission.
<PAGE>   27
Level I scanner drivers are most drivers listed in Exhibit B except:

   Level 2 drivers:
   Ricoh IS410, Fujitsu 3096G/3097G, Kofax/Xionics Simplex, Panasonic sheetfed

   Level 3 drivers:
   Ricoh IS510/520, Fujitsu 3099A/G/AG, Bell & Howell (SCSI), Kofax/Xionics
   Duplex, Canofile, TDC 2610W

ISIS "Sets" include the ISIS drivers for file i/o; otherwise, each file driver
is considered a Level 1 driver.

Kofax shall have the right to distribute, royalty free, Products included as
part of Kofax products which are Promotional Distributions. For these purposes,
"Promotional Distributions" shall include only distributions of the Products,
integrated with Kofax's products, for demonstration or promotional purposes,
when the price charged is equal to or less than the actual cost of the goods
distributed, plus reasonable shipping and handling charges. However, Products
which are distributed at such a price as part of an offer or promotion including
any other Kofax product which is not being distributed at a price equal to or
less than the actual cost of the goods distributed, plus reasonable shipping and
handling charges, shall not be considered Promotional Distributions.

Kofax shall have the right to distribute, royalty free, Product Updates and
Product Enhancements as product upgrades to Kofax's customers who have been
previously licensed to use the Product which is so upgraded and for which a
license fee has previously been paid pursuant to this Agreement.

A maximum of [*] will be due for actual licenses granted during any four
consecutive calendar quarters for each Kofax product in each licensed
environment. Prepayments for licenses used beyond the period in question will
not be included for purposes of applying this maximum.

SUPPORT FEES FOR ISIS DRIVERS

Within 30 days of each annual renewal of this Agreement, whether or not such
renewal is automatic, Kofax shall pay [*] for Support Fees for ongoing Product
Updates, Product Enhancements, and telephone support for each licensed
environment.

Notwithstanding the foregoing, if License Fees for ISIS drivers due and paid in
the previous 12 months for a given environment exceed [*] then no Support
Fees shall be due.

BINARY LICENSE FEES FOR ISIS DRIVERS FOR KODAK IMAGELINK SCANNERS

Prior to the shipment, or within 30 days of the shipment, of any Product, Kofax
shall pay Pixel license fees according to the following schedule:

         Scanner                              1-5 units        6-10 units
         Imagelink 500                           [*]              [*]
         Imagelink 900, 923, 990                 [*]              [*]

Kofax shall have the right to distribute, royalty free, Product Updates and
Product Enhancements as product upgrades to Kofax's customers who have been
previously licensed to use the Product which is so upgraded and for which a
license fee has previously been paid pursuant to this schedule.

SUPPORT FEES FOR ISIS DRIVERS FOR KODAK IMAGELINK SCANNERS



                                      -4-


*       Confidential portions omitted and filed separately with the
        Securities and Exchange Commission.
<PAGE>   28
Within 30 days of each annual renewal of this Agreement, whether or not such
renewal is automatic, Kofax shall pay [*] for Support Fees for ongoing Product
Updates, Product Enhancements, and telephone support for each licensed
environment.

Notwithstanding the foregoing, if License Fees for ISIS drivers for Kodak
Imagelink scanners due and paid in the previous 12 months for a given
environment exceed [*] then no Support Fees shall be due.



                                      -5-


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

<PAGE>   29
                       EXHIBIT B - PRODUCT SPECIFICATIONS


ISIS Drivers object code shall be that machine readable code which performs the
following functions and/or meets the following specifications:

1. The drivers conform to the ISIS Specification as documented in the latest
revisions of the ISIS Application Developer's Toolkit Manual and the ISIS
Scanner Driver Developer's Toolkit Manual.

2. The drivers pass the test suite "SCANTEST".

3. The drivers have reasonable performance which is not inferior to the
performance exhibited as of the effective date of this Agreement.

4. The drivers must not, in and of themselves, cause the scanner to start and
stop if such starting and stopping causes reduced image quality.

5. The drivers must not use more than 64K of memory for code and data.

6. The drivers will follow the internationalization guidelines of the applicable
operating environment and will include source code as necessary to allow
internationalization.

7. The drivers must support the following scanners and image formats:
In the Windows environment version:

     Agfa ARCUS
     Agfa ARCUS Plus
     Agfa StudioScan
     Agfa StudioScan II
     Apple One Scanner
     Bell & Howell 2135 (Adaptec)
     Bell & Howell 2137/A (Adaptec)
     Bell & Howell 2138 (Adaptec)
     Bell & Howell 3238 (Adaptec)
     Bell & Howell 3338/A (Kofax 9200, Xionics Turbo)
     Bell & Howell 3338/A (Adaptec)
     Bell & Howell 6338 (Kofax 9200, Xionics Turbo)
     Bell & Howell 6338 (Adaptec)
     Canon IX-12
     Canon IX-12F
     Canon IX-30
     Canon IX-3010 (SI40/Adaptec)
     Canon IX-4015 (SI40/Adaptec)
     Chinon DS-3000
     Complete PC Flatbed (HP)
     Envisions 6100, 8100, 24 Pro
     Epson ES-300C/GT-6000
     Epson ES-600C/GT-6500
     Epson ES-800C/GT-8000
     Epson ES-1200C/GT-9000
     Epson 300GS




                                       -6-



<PAGE>   30
     Fujitsu Scan Partner Jr.
     Fujitsu Scan Partner 10
     Fujitsu 3093E (Kofax 9200, Xionics Turbo)
     Fujitsu 3096E+ (Kofax 9200, Xionics Turbo)
     Fujitsu 3096G (Adaptec)
     Fujitsu 3097E+ (Kofax 9200, Xionics Turbo)
     Fujitsu 3097G (Adaptec)
     Fujitsu 3096GX
     Fujitsu 3099 A/AG (Adaptec, Kofax 9275)
     Hewlett-Packard ScanJet
     Hewlett-Packard ScanJet Plus
     Hewlett-Packard ScanJet IIc
     Hewlett-Packard ScanJet IIcx
     Hewlett-Packard ScanJet IIp
     Hewlett-Packard ScanJet IIIp
     Hewlett-Packard Accupage 1.0
     IBM 2456
     Microtek MS-300A
     Microtek MS-300C
     Microtek MSF-300A
     Microtek MSF-300C
     Microtek MSF-300G
     Microtek MSF-300Q
     Microtek MSF-300Z
     Microtek MS-400G
     Microtek MS-II
     Microtek SM 600GS
     Microtek SM 600ZS
     Microtek ScanMaker II, IIG, IIHR, IISP
     Microtek ScanMaker III
     Nikon Scantouch
     Okidata, DocIT 3000, 4000
     Panasonic KV-SP 505 (Kofax 9200)
     Panasonic KV-SS50, KV-SS60
     Panasonic KV-SS55, KV-SS65
     Pentax (HP)
     Relisys Office 2400
     Ricoh FS2
     Ricoh IS50
     Ricoh IS60
     Ricoh IS410
     Ricoh IS510/520
     Ricoh 530 digital copier
     Sharp JX-320
     Sharp JX-325
     Sharp JX-330
     Sharp JX-610
     TDC 2610 (Kofax 9200, Xionics Turbo)
     UMAX UG-630
     UMAX UC-630



                                       -7-



<PAGE>   31
     UMAX UC-840
     UMAX UC-1200S
     UMAX OA-1
     UMAX 1200-C
     TIFF Raw
     TIFF 32771
     TIFF Packbits
     TIFF CCITT G3, G3 modified
     TIFF CCITT Group 4
     PCX
     DCX
     LZW
     GIF
     BMP
     CALS Type 1
     PDA Raw, G3, G4

In the Windows NT environment version:
     Fujitsu Scan Partner Jr.
     Fujitsu Scan Partner 10
     Fujitsu 3096G (Adaptec)
     Fujitsu 3097G (Adaptec)
     Hewlett-Packard ScanJet
     Hewlett-Packard ScanJet Plus
     Hewlett-Packard ScanJet IIc
     Hewlett-Packard ScanJet IIcx
     Hewlett-Packard ScanJet IIp
     Hewlett-Packard ScanJet IIIp
     IBM 2456
     Ricoh FS2
     Ricoh IS50
     Ricoh IS60
     Ricoh IS410
     Ricoh IS510/520
     TIFF Raw
     TIFF 32771
     TIFF Packbits
     TIFF CCITT G3, G3 modified
     TIFF CCITT Group 4
     PCX
     BMP
     PDA Raw, G3, G4

ISIS Drivers for Kodak Imagelink Scanners object code shall be that machine
readable code which performs the following functions and/or meets the following
specifications:



                                       -8-



<PAGE>   32
1. The drivers conform to the ISIS Specification as documented in the latest
revisions of the PixTools/Scan Manual and the ISIS Scanner Driver Developer's
Toolkit Manual.

2. The drivers pass the test suite "SCANTEST".

3. The drivers have reasonable performance which is not inferior to the
performance exhibited as of the effective date of this Agreement.

4. The drivers will follow the internationalization guidelines of the applicable
operating environment and will include source code as necessary to allow
internationalization.

5. The drivers must support the following scanners, including the features of
those scanners which were supported as of January 1, 1995:

In the Windows environment version:
        Kodak Imagelink 500
        Kodak Imagelink 900
        Kodak Imagelink 923
        Kodak Imagelink 990


Source: OneCLE Business Contracts.