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                         TEMPORARY DISTRIBUTION LICENSE

     This Agreement is between Novel, Inc. ("Novell"), a corporation organized
and existing under the laws of the State of Delaware, with its principal place
of business at 122 East 1700 South, Provo, Utah 84606, and Kofax Image
products with an office at 3 Jenner Street, Irvine, California 92618.

1.   Purpose. Novell has developed, or otherwise has authority to license, the
     software programs identified in Exhibit A ("Licensed Works"). These
     Licensed Works are components of Novell products. Release versions of the
     Licensed Works, which are modified from time to time, are not made
     available in the current versions of Novell products, although they are
     made available through the NetWire(R) Information service and other sources
     readily available to developers. Company develops products that depend on
     the current version of the Licensed Works in order to interoperate with
     Novell products ("Company Products"). Purchasers of Company Products need
     an easy way to obtain the current version of the Licensed Works.
     Accordingly, Novell and Company desire to make the Licensed Works available
     with the Company Products. This Agreement sets forth the terms and
     conditions under which Company may distribute the Licensed Works with
     Company Products.

2.   Definitions. For the purposes of this Agreement, the following are defined
     terms:

     2.1  The term "Licensed Works" means the computer programs described in
          Exhibit A and the Documentation associated with the computer programs.
          The term "Licensed Works" shall not include maintenance modifications
          or enhancements of the computer programs, unless provided by Novell.

     2.2  The term "Client Software" means the portions of the Licensed Works
          which operate on an intelligent, single-user device, and which allow
          the device to use the services of a Communications Network.

     2.3  The term "Communications Network" means a data communications system
          which allows a number of independent data devices to communicate with
          each other, but which is limited by a single Network Host, its
          internal bridges, and the workstations physically attached to it.

     2.4  The term "Documentation" means the manual(s) and any other printed
          material provided by Novell with the Licensed Works.

     2.5  The term "Host Software" means the portions of the Licensed Works
          which operate on a computer system and which provide resources to a
          Communications Network.

     2.6  The term "Licensed Machine" means a single computer with a single
          central processing unit.

     2.7  The term "Network Host" or "Network Server" means the single
          computing device on which Host Software executed. Use on additional
          devices or on a device having more than the number of processing
          unit(s) identified in the associated Documentation is prohibited. If
          the Documentation does not reference multiple processing units, use of
          the Software is limited to one processing unit.

     2.8  The term "NetWare Loadable Module Software" or "NLM Software" means
          one or more software modules which represent a single program that is
          dynamically loaded into the memory of a Network Host.

     2.9  The term "VAP" means one or more software modules which is loaded on
          a Network Host.

3.   License. Each of the Licensed Works to this Agreement is identified in
     Exhibit A. Additional Licensed works may be added to this Agreement


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     upon the mutual agreement of the parties. Each item on Exhibit A is
     identified by a program category, e.g., "Network Programs." Based upon the
     applicable category, one of the following licenses applies:

     3.1  Network Programs. With respect to Licensed Works identified as
          "Network Programs," Novell grants to Company, a nonexclusive,
          temporary nontransferable right to duplicate such Licensed Works and
          to sublicense to Company's customers the nontransferable right to (i)
          use each sublicensed copy of Host Software on a single Network Server,
          (ii) use each sublicensed copy of NLM software or VAP software on a
          single Network Server, and (iii) to use each sublicensed copy of the
          Client Software, and to, reproduce and use copies of such Client
          Software in support of the related Host Software provided no direct
          monetary or commercial benefit, for the reproduction or use is
          received by Company's customers.

     3.2  Single Copy Programs. With respect to software programs identified as
          "Single Copy Programs," Novell grants to Company a nontransferable,
          nonexclusive right to duplicate such Licensed Works and to sublicense
          to Company's customers the nontransferable right to use each
          sublicensed copy of such Licensed Works on a Single Licensed Machine.

     Each of the foregoing licenses shall terminate upon the earlier of (i)
     either party's written notice of termination of this Agreement for material
     breach, (ii) general availability of the applicable Licensed Work from
     Novell, either directly or indirectly, or (iii) thirty (30) days of written
     notice for convenience. In addition, either party may terminate this
     Agreement in its entirety upon thirty (30) days written notice for material
     breach or for convenience. Sublicenses granted to end users in compliance
     with this Agreement prior to the effective termination of any such license
     right shall remain unaffected by termination.

4.   Current Version and "Smart" Installation. Novell modifies and updates the
     Licensed Works from time to time; Company shall distribute only the most
     current version of the Licensed Works. Further, Company shall distribute
     the Licensed Works in such a manner that they can only be installed through
     a "smart" installation program developed by Company that will not install
     the Licensed Works unless installation will result in the replacement of an
     older version of the Licensed Works.

5.   Protection.   Company agrees to take all reasonable steps to protect the
     Licensed Works from unauthorized copying or use. Company acknowledges that
     the source code of the Licensed Works is not licensed to Company or
     Company's customers. Company agrees not to disassemble or reverse compile
     any executable code or object subject to this Agreement in order to
     discover the associated source code.

6.   Copies and Adaptations. Except as otherwise provided in this Agreement,
     Company agrees not to make, or authorize the making of copies or
     adaptations of any Licensed Works except as an essential step in the
     utilization of the software, or for archival purposes or to backup use of
     the software. In making copies or authorizing its customers to make copies,
     Company agrees to faithfully reproduce, or require its customers to
     faithfully reproduce all proprietary rights notices contained in the
     Licensed Works. Company agrees not to copy the Documentation or authorize
     any of its customers to copy the Documentation.

7.   Ownership. Ownership of, and title to, the Licensed Works (including any
     adaptations or copies) shall be held by Novell and/or its licensors. Copies
     acquired under sublicense shall be construed solely to allow the sublicense
     to exercise its rights under the sublicense.

8.   Indemnification. Novell shall indemnify, defend and hold Company harmless
     from any and all damages, liabilities, costs and expenses incurred as a
     result of any claims, judgments or adjudication against Licensee that the
     Licensed Works infringe any patent, trade secret or copyright of any third
     party, provided: (i) Customer shall promptly notify Novell in writing of
     such claim; and (ii) Novell shall have the sole control of the defense of
     any such action and all negotiations for its settlement and compromise.

9.   Restrictions. Except as expressly authorized in this Agreement, Company
     agrees not to rent,


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     lease, sublicense, distribute, transfer, copy, reproduce, display, modify
     or time share the Licensed Works or Documentation. Moreover, Company agrees
     to incorporate similar restrictions in its sublicenses.

10.  Sublicenses. Company agrees to License each copy of the Licensed Works to
     its sublicensees by means of a written sublicense, which may include a
     "shrink-wrapped," "box-top" or equivalent license. Each such sublicense
     shall contain provisions consistent with the provisions of this Agreement.

11.  Disclaimer of Warranties. NOVELL MAKES NO WARRANTY, REPRESENTATION OR
     PROMISE NOT EXPRESSLY SET FORTH IN THIS SECTION 10 OF THIS AGREEMENT.
     NOVELL DISCLAIMS AND EXCLUDES ANY AND ALL IMPLIED WARRANTIES OF
     MERCHANTABILITY, TITLE AND FITNESS FOR A PARTICULAR PURPOSE. NOVELL DOES
     NOT WARRANT THAT THE LICENSED WORKS WILL SATISFY COMPANY'S REQUIREMENTS OR
     THOSE OF ITS CUSTOMERS OR THAT THE LICENSED WORKS ARE WITHOUT DEFECT OR
     ERROR OR THAT THE OPERATION OF THE LICENSED WORKS WILL BE UNINTERRUPTED.

12.  Limitation of Liability. NOVELL'S AGGREGATE LIABILITY ARISING FROM OR
     RELATING TO THIS AGREEMENT OR THE LICENSED WORKS IS LIMITED TO $100,000.
     NOVELL SHALL NOT IN ANY CASE BE LIABLE FOR ANY SPECIAL INCIDENTAL,
     CONSEQUENTIAL, INDIRECT OR PUNITIVE DAMAGES EVEN IF NOVELL HAS BEEN ADVISED
     OF THE POSSIBILITY OF SUCH DAMAGES. NOVELL IS NOT RESPONSIBLE FOR LOST
     PROFITS OR REVENUE, LOSS OF USE OF THE LICENSED WORKS, LOSS OF DATA, COSTS
     OF RE-CREATING LOST DATA, THE COST OF ANY SUBSTITUTE EQUIPMENT OR PROGRAM,
     OR CLAIMS BY ANY PARTY OTHER THAN COMPANY.

13.  GENERAL PROVISIONS

     13.1 Notice. Unless otherwise agreed to by the parties, all notices
          required under this Agreement shall be deemed effective when received
          and made in writing by either (i) registered mail, (ii) certified
          mail, return receipt requested, or (iii) overnight mail, addressed and
          sent to the attention:

          Novell, Inc.
          1555 North Technology Way
          Oram, Utah 84057
          Attn: General Counsel

          --------------------------------------

          --------------------------------------

          --------------------------------------
          Attn:
               ---------------------------------

     13.2 Construction.

          13.2.1  Headings. The headings of this Agreement are provided for
                  reference only and shall not be used as a guide to
                  Interpretation.

          13.2.2  Singular, Plural and Gender. When used in this Agreement, the
                  singular includes the plural, the plural includes the singular
                  and gender related pronouns include the feminine, masculine
                  and neuter.

     13.3 Governing Law. This Agreement shall be governed by and construed and
          enforced in accordance with the substantive laws of the State of Utah.
          The parties agree that any action relating to ownership of software
          provided by Novell under this Agreement shall be instituted and
          prosecuted exclusively in the courts of competent jurisdiction of the
          State of Utah.

     13.4 Force Majeure. If either party shall be prevented from performing any
          portion of this Agreement by causes beyond its control, including
          labor disputes, civil commotion, war, governmental regulations or
          controls, casualty, inability to obtain materials or services or acts
          of God, the defaulting party shall be excused from performance for the
          period of the delay and for a reasonable time thereafter.


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    13.5  Survival of Terms. The provisions of this Agreement which by their
          nature extend beyond the expiration or termination of this Agreement
          will survive and remain in effect until all obligations are satisfied.

    13.6  Waiver. No waiver of any right or remedy on one occasion by either
          party shall be deemed a waiver of the right or remedy on any other
          occasion.

    13.7  Superior Agreement. This Agreement, including all exhibits referenced
          herein, sets forth the entire agreement and understanding between the
          parties as to the subject matter and merges all prior discussions.
          Neither of the parties shall be bound by any conditions, definitions,
          warranties, understandings or representations with respect to the
          subject matter other than as expressly provided under this Agreement.
          This Agreement may not be modified by usage of trade, course of
          dealing or otherwise. This Agreement is subject to amendment or
          modification only by a writing duly signed by both parties.

    13.8  Assignment. Any attempted assignment without written consent shall be
          null and void. Where required, neither party shall unreasonably
          withhold consent.

    13.9  Severability. If any provision of this Agreement is held invalid,
          illegal, or unenforceable, the validity, legality and enforceability
          of the remaining provisions shall not in any way be affected or
          impaired thereby, and shall be interpreted, to the extent possible,
          to achieve the purpose of this Agreement as originally expressed with
          the invalid, illegal or unenforceable provision.

    13.10 Independent Contractors. Both parties to this Agreement are
          independent contractors and each agrees not to represent itself as
          an agent or legal representative of the other party.

    13.11 Compliance with Laws. Company shall comply, at Company's own expense,
          with all statutes, regulations, rules, ordinances, and orders of any
          governmental body, department or agency which apply to or result from
          Company's obligations under this Agreement. Company hereby agrees that
          it and its subsidiaries and affiliates do not intend and will not
          knowingly, without prior written consent, if required, of the office
          of Export Administration of the U.S. Department of Commerce,
          Washington D.C. 20230, export or transmit directly or indirectly the
          technology to any country in group Q, S, W, Y, or Z country specified
          in of the Export Administration Regulations issued by the U.S.
          Department of Commerce or to any country to which transmission is
          restricted by applicable regulations or statutes.

14.  Signatures. This Agreement shall become effective on the latter of the
     date signed by an authorized representative of Novell or Company.

Company:  Kofax Image Products

Signature: /s/ KEVIN DRUM
           -----------------------
Name: Kevin Drum
Title: Vice President-Marketing
Date: July 24, 1996


Novell, Inc.

Signature: /s/ JAMES T. SULLIVAN
           -----------------------
Name: James T. Sullivan
Title: VP OEM Sales
Date: 17 October 1996


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                                   EXHIBIT A

                             CATEGORIES OF SOFTWARE

NETWORK PROGRAMS:               To Be Added
----------------

NWCALLS.DLL

NWIPXSPX.DLL


SINGLE COPY PROGRAMS:           To Be Added
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Source: OneCLE Business Contracts.