DISTRIBUTOR CONTRACT

                                     BETWEEN

                              TECH DATA CORPORATION

                                       AND

                               KOFAX IMAGE PRODUCT

                             CONFIDENTIAL TREATMENT


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                              DISTRIBUTOR AGREEMENT

        THIS AGREEMENT, dated this 1st day of March, 1993 (the "Effective
Date"), is between TECH DATA CORPORATION, a Florida corporation ("Tech Data"),
and KOFAX IMAGE PRODUCTS ("KOFAX").

                              W I T N E S S E T H:

        WHEREAS, Tech Data desires to purchase certain Products from KOFAX from
time to time: and

        WHEREAS, KOFAX desires to sell certain Products to Tech Data in
accordance with the terms and conditions set forth in this Agreement; and

        WHEREAS, KOFAX desires to appoint Tech Data as its non-exclusive
distributor to market Products within the territory defined below;

        NOW, THEREFORE, in consideration of the mutual premises herein contained
and other good and valuable consideration, Tech Data and KOFAX hereby agree as
follows:

                          ARTICLE I. TERM OF AGREEMENT

1.1     Term of Agreement. During the term of this Agreement, KOFAX will provide
        to Tech Data the Products set forth in Purchase Orders (as defined
        herein) in accordance with the terms and conditions set forth in this
        Agreement. The term of this Agreement shall commence on the Effective
        Date and, unless terminated by either party as set forth in this
        Agreement, shall remain in full force and effect for a term of one (1)
        year, and may be renewed for successive one (1) year terms upon written
        confirmation of both parties.

1.2     Definitions, The following definitions shall apply to this Agreement.

                (a) "Applicable Specification" shall mean the functional
                performance, operational and compatibility characteristics of a
                Product agreed upon in writing by the parties or, in the absence
                of an agreement, as described in applicable Documentation.

                (b) "Documentation" shall mean user manuals, training materials,
                product descriptions and specifications, technical manuals,
                license agreements, supporting materials and other printed
                information relating to the Products, whether distributed in
                print, electronic, or video format in effect as of the date of
                the applicable Purchase Order and incorporated therein by
                reference.

                (c) "Products" shall mean, individually or collectively as
                appropriate, hardware, licensed software, Documentation,
                developed Products, supplies, accessories, and other commodities
                related to any of the foregoing, provided or to be provided by
                KOFAX pursuant to this Agreement.

                (d) "Standard Products" shall mean Products requiring no
                changes, alterations, or additions, from those Products
                customarily offered by KOFAX, described in brochures and by
                exhibits.


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                (e) "Customized Products" shall mean any Products KOFAX must
                purchase requiring KOFAX to perform changes, alterations,
                assembly, additions or special packaging prior to shipping to
                Tech Data, as described in brochures and by exhibits.

                (f) "Territory" shall mean the United States of America and its
                territories and possessions.

                (g) "Customers" of Tech Data shall include dealers, resellers,
                commercial Customers, value added resellers and other similar
                Customers, but shall not include End Users unless specifically
                set forth.

                (h) "End Users" shall mean final retail purchasers or licensees
                who have acquired Products for their own use and not for resale,
                remarketing or redistribution, unless specifically set forth in
                a separate agreement.

                (i) "Services" means any warranty, maintenance, advertising,
                marketing or technical support and any other services performed
                or to be performed by KOFAX.

1.3     Appointment as Distributor. KOFAX hereby grants to Tech Data the
        non-exclusive right to distribute Products during the term of this
        agreement within the Territory as herein defined. KOFAX reserves the
        right to appoint other authorized distributors. Tech Data will use its
        best efforts to promote sales of the Products.

                           ARTICLE II. PURCHASE ORDERS

2.1     Preparation of Purchase Orders. From time to time or at Tech Data's,
        request KOFAX shall inform Tech Data of Products available from KOFAX
        including, but not limited to, replacement Products, new releases,
        enhancements or versions of existing Products. KOFAX shall use best
        efforts to notify Tech Data at least thirty (30) days prior to the date
        any new Product is to be introduced and shall make such Product
        available to Tech Data for distribution no later than the date it is
        first introduced in the market place.

2.2     Issuance and Acceptance of Purchase Orders. Tech Data may purchase and
        KOFAX shall sell to Tech Data, Products as described below:

                (a) Tech Data may issue to KOFAX one or more purchase orders
                identifying the Products Tech Data desires to purchase from
                KOFAX. Each Purchase Order may include other terms and
                conditions which are consistent with the terms and conditions of
                this Agreement, or which are necessary to place a Purchase
                Order, such as billing and shipping information, required
                delivery dates, delivery locations, and the purchase price or
                charges for Products, including any discounts or adjustments for
                special marketing programs. Purchase orders will be placed by
                Tech Data by fax or electronically transferred and followed by a
                written confirmation within five (5) working days to avoid
                cancellation of the purchase order.

                (b) A Purchase Order shall be deemed accepted by KOFAX unless
                KOFAX notifies Tech Data in writing within five (5) days after
                receiving the Purchase Order that KOFAX does not accept the
                Purchase Order.


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                (c) KOFAX shall accept Purchase Orders from Tech Data for
                additional Products which Tech Data is contractually obligated
                to furnish to its Customers and does not have in its inventory
                upon the termination of this Agreement: provided Tech Data
                notifies KOFAX of any and all such transactions in writing
                within sixty (60) days of the termination date.

                (d) This agreement shall not obligate Tech Data to purchase any
                Products or services except as specifically set forth in a
                written purchase order

2.3     Purchase Order Alterations or Cancellations. No less than fifteen (15)
        days prior to shipment of Standard Products, KOFAX shall accept an
        alteration or cancellation to a Purchase Order in order to: (i) change a
        location for delivery, (ii) modify the quantity or type of Products to
        be delivered or (iii) correct typographical or clerical errors. Tech
        Data may not alter or cancel any Purchase Order for Customized Products
        after such time as the Products have been altered to a point where such
        Products are no longer capable of resale by KOFAX after reasonable
        efforts.

2.4     Product Shortages. If for any reason KOFAX's production is not on
        schedule, KOFAX agrees to allocate Product to Tech Data's orders based
        upon a percentage equal to the same percentage as KOFAX's like Customers
        purchasing like volume of same Products.

                            ARTICLE III. DELIVERY AND
                             ACCEPTANCE OF PRODUCTS

3.1     Subsidiaries. KOFAX understands and acknowledges that Tech Data may
        obtain Products in accordance with this Agreement for the benefit of
        subsidiaries of Tech Data. Upon prior approval from KOFAX subsidiaries
        of Tech Data shall be entitled to obtain Products directly from KOFAX
        pursuant to this Agreement.

3.2     Acceptance of Products. Tech Data shall have the ability to return for
        credit products which have boxes that are or become damaged, unless such
        damage was caused by Tech Data or for which damages Tech Data can be
        reimbursed by their insurance carrier. Tech Data shall request such RMA
        prior to returning any Products and KOFAX will issue said (RMA) to Tech
        Data within forty-eight (48) hours of Tech Data's request, if approved
        and KOFAX shall not unreasonably withhold or delay; however, if no
        response is received or if KOFAX withhold the RMA without just cause for
        more than five (5) business days KOFAX will then accept returned
        Products absent an RMA. An offsetting purchase order for the same
        Product being returned will be placed. In addition, KOFAX will supply to
        Tech Data, at no charge, any and all material(s) missing from original
        packaging.

        Tech Data shall have the ability to return for credit products which
        have boxes that are or become damaged, unless such damage was caused by
        Tech Data or for which damages Tech Data can be reimbursed by their
        insurance carrier. An offsetting purchase order will be placed for all
        bad box returns. In addition, KOFAX will supply to Tech Data, at no
        charge, any and all material(s) missing from original packaging.

3.3     Defective Products. In the event any Products are received in a
        defective condition or not in accordance with KOFAX's published
        specifications or the documentation relating to such Products, Tech Data
        may return the Products for full credit. Products shall be


<PAGE>   5
        deemed defective if the Product, or any portion of the Product, fails to
        operate properly on initial "burn in", boot, or use as applicable. Tech
        Data shall have the right to return any such Products that are returned
        to Tech Data from its Customers or End Users within sixty (60) days of
        the Products' initial delivery date to the end-user.

3.4     Transportation of Products. KOFAX shall deliver the Products to Tech
        Data at the location shown and on the delivery date set forth in the
        applicable Purchase Order or as otherwise agreed upon by the parties.
        Charges for transportation of the Products shall be paid by Tech Data.
        KOFAX shall use only those common carriers preapproved by Tech Data or
        listed in Tech Data's published routing instructions, unless prior
        written approval of Tech Data is received.

3.5     Title and Risk of Loss. FOB Irvine, CA. Title to Products shall pass to
        Tech Data at the time that the Products are delivered to the common
        carrier. All risk of loss or damage to the Products shall be borne by
        KOFAX until delivery of such Products to the common carrier.

3.6     Resale of Products by Tech Data. During the term of this Agreement, Tech
        Data may market, promote, distribute and resell Products to Customers of
        Tech Data, either directly or through its subsidiaries, in accordance
        with the following terms and conditions:

                (a) KOFAX shall extend to Tech Data and each Customer of Tech
                Data the same warranties and indemnifications, with respect to
                Products purchased and resold hereunder as KOFAX extends to its
                end-user Customers. The term of warranties and indemnities
                extended by KOFAX to an End User shall commence upon delivery of
                the Product to the End User.

                (b) KOFAX shall make available at no charge to Tech Data all
                training, technical support and other services related to the
                Products that are currently offered or that may be offered by
                KOFAX. KOFAX also agrees to provide Tech Data a dedicated
                telephone support representative at no charge during KOFAX's
                normal business hours (6:00 am to 5:30pm PST).

                (c) KOFAX shall provide at no charge to Tech Data sales
                training, marketing support advertising materials and technical
                training in connection with the resale of Products as are
                currently offered or that may be offered by KOFAX.

                (d) Tech Data is hereby authorized to use trademarks and trade
                names of KOFAX and third parties used in connection with the
                Products, advertising, promoting or distributing the Products.
                Tech Data recognizes KOFAX or other third parties may have
                rights or ownership of certain trademarks, trade names and
                patents associated with the Products, Tech Data will act
                consistently with such rights, and Tech Data shall comply with
                any reasonable, written guidelines when provided by KOFAX or
                third parties relating to such trademark or trade name usage.
                Tech Data will notify KOFAX of any infringement of which Tech
                Data has actual knowledge. Tech Data shall discontinue use of
                KOFAX's trademarks or trade names upon termination of this
                agreement, except as may be needed to sell or liquidate any
                final inventories of Product.

                (e) KOFAX shall clearly mark each unit package with the serial
                number, product description and machine readable bar code
                (employing ISBN or other industry standard bar code) approved in
                writing by Tech Data.


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3.7     Inventory Adjustment. Thirty (30) days after the end of each March, June
        September and December during the term of this Agreement, Tech Data may
        return Products to KOFAX for inventory adjustment, only after KOFAX has
        given a Return Material Authorization (RMA) number to Tech Data. Tech
        Data may only return Products which have been shipped to Tech Data
        within the prior six (6) months. Tech Data may return any quantity of
        Products to KOFAX for credit provided the total credit shall not exceed
        ten percent (10%) of the net sales dollars invoiced by KOFAX to Tech
        Data during the said six (6) month period. The credit to be issued in
        respect of each such Product return shall be the actual net invoiced
        charge for same. All Products returned in accordance with this provision
        must be returned freight pre-paid and must be unused, and in their
        original containers. Tech Data will place an order of equal value to
        offset the credit issued at the time the RMA is requested. Any
        demonstration unit or non-standard special order Products purchased by
        Tech Data as "non-cancelable/non-returnable" do not qualify for stock
        rotation.

        In addition, Tech Data shall have the right to return for full credit,
        without limitation as to the dollar amount, all Products that become
        obsolete or KOFAX discontinues or are removed from KOFAX's current price
        list; provided Tech Data returns such Products within ninety (90) days
        after Tech Data receives written notice that such Products are obsolete,
        discontinued or are removed from KOFAX's price list.

3.8     Time of Performance. rime is hereby expressly made of the essence with
        respect to each and every term and provision of this agreement.

3.9     Quality Control. KOFAX shall test and inspect Products prior to
        shipment. KOFAX's standard inspection records, and a report setting
        forth product defect percentage rates are to be maintained by KOFAX and
        made available to Tech Data upon request with reasonable notice or, at
        the option of Tech Data, on a quarterly basis.

                             ARTICLE IV. WARRANTIES,
                           INDEMNITIES AND LIABILITIES

4.1     Warranty. KOFAX hereby represents and warrants that it has not entered
        into any agreements or commitments which are inconsistent with or in
        conflict with the rights granted to Tech Data herein; the Products shall
        be free and clear of all liens and encumbrances; Tech Data and its
        Customers and end-users shall be entitled to use the Products without
        disturbance; the Products will be free from latent and patent defects in
        design, materials, and workmanship for a period of one (1) year from
        date of delivery to the end-user, the Products have been listed with
        Underwriters' Laboratories whenever such listing is available; the
        Products meet all FCC requirements; the Products do and will conform to
        all codes, Laws or regulations, are merchantable and fit for their
        intended user, and the Products conform in all respects to the Product
        warranties. KOFAX shall supply Tech Data, at no additional charge, all
        services, parts or replacement Products necessary for KOFAX to comply
        with its Product warranties. KOFAX agrees that Tech Data shall be
        entitled to pass through to Customers of Tech Data and End Users of the
        Products all warranties granted by KOFAX. KOFAX represents that the
        Product warranties shall also include those set forth in literature,
        specifications, documentation, advertising and printed material
        distributed by KOFAX. KOFAX shall indemnify and hold Tech Data, its
        subsidiaries, Customers and end-users and their respective successors,
        officers, directors, employees and agents harmless from and against all
        actions, claims, losses, damages, liabilities, awards, costs and
        expenses (including a reasonable attorney's fee) resulting from or
        arising out of any breach or claimed breach of the foregoing warranties.


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4.2     Proprietary Rights Indemnification. KOFAX shall defend any suit or
        proceeding brought against Tech Data based on a claim of a third party
        that the Product(s), or any part thereof, furnished by KOFAX constitutes
        an infringement of any patent, copyright, trademark of the US or other
        third party intellectual right, provided that KOFAX is notified promptly
        in writing and given Authority, information and assistance (at KOFAX's
        expense) for the defense of such a suit or proceeding, and KOFAX will
        pay all damages and costs, including attorneys fees in connection
        therewith. In case the Product(s) furnished by KOFAX, or any part
        thereof, is enjoined, KOFAX shall, at its expense and option (i) procure
        for Tech Data the right to continue using the Product(s); (ii) replace
        the same with non-infringing Product(s); (iii) modify the Product(s) so
        it becomes non-infringing; or (iv) grant Tech Data credit for such
        equipment at the purchase price and accept its return. KOFAX shall not
        be liable to Tech Data hereunder if the patent infringement or claim
        hereof is based upon the use of the Product in connection with other
        Products not reasonably intended for use with the Product, or in a
        manner for which the KOFAX Product(s) was not designed, or where the
        Product(s) was modified by or for Tech Data in a manner to become
        infringing.

        IN NO EVENT SHALL KOFAX BE LIABLE TO TECH DATA UNDER THIS PARAGRAPH FOR
        CONSEQUENTIAL OR SPECIAL DAMAGES EXCEPT WHERE A THIRD PARTY OBTAINS SUCH
        DAMAGES AGAINST TECH DATA. EXCEPT AS EXPRESSLY SET FORTH HEREIN, KOFAX
        SHALL HAVE NO LIABILITY OR OBLIGATION TO TECH DATA WITH RESPECT TO
        PATENT OR COPYRIGHT INFRINGEMENT MATTERS.

4.3     Cross Indemnification. In the event any act or omission of either party
        or its employees, servants, agents or representatives causes or results
        in (i) loss, damage to or destruction of property of the other party or
        third parties, and/or (ii) death or injury to persons including, but not
        limited to, employees or invitees of either party, then such party shall
        indemnify, defend and hold the other party harmless from and against any
        and all claims, actions, damages, demands, liabilities, costs and
        expenses, including reasonable attorneys' fees and expenses, resulting
        therefrom. The indemnifying party shall pay or reimburse the other party
        promptly for all such loss, damage, destruction, death or injury.

4.4     Insurance.

        (a) The parties shall be responsible for providing Workman's
        Compensation insurance on its employees,

        (b) Without in any way limiting KOFAX's indemnification obligations as
        set forth in this Agreement, KOFAX shall maintain Comprehensive General
        Liability (Bodily Injury and Property Damage) Insurance in such amounts
        as is satisfactory to Tech Data, including the following supplementary
        coverage:

                (1)     Personal Injury Liability with "employee" and
                        contractual exclusions deleted;

                (2)     Product and Completed Operations Liability;

                (3)     KOFAX shall provide certificates of all coverage to Tech
                        Data naming Tech Data as additional insured and
                        requiring thirty (30) days prior notice to Tech Data
                        before termination of any such insurance.


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4.5     Limitation of Liability. NEITHER PARTY SHALL BE LIABLE TO THE OTHER
        PURSUANT TO THIS AGREEMENT FOR AMOUNTS REPRESENTING LOSS OF PROFITS,
        LOSS OF BUSINESS OR INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES OF THE
        OTHER PARTY.

4.6     Unauthorized Representations. Tech Data shall have no authority to alter
        or extend any of the warranties of KOFAX expressly contained or referred
        to in this Agreement without prior approval of KOFAX.

4.7     Tech Data or Tech Data's Customer shall bear all costs of shipping and
        risk of loss of in-warranty Products to KOFAX's location KOFAX shall
        bear the costs of shipping and risk of loss of in-warranty Products back
        to Tech Data or Tech Data's Customer.

4.8     Continuing Availability of Parts. KOFAX agrees to offer for sale to Tech
        Data for the purpose of warranty or resale to its Customers during the
        term of this Agreement for a period of five (5) years after the
        expiration of this Agreement, functionally equivalent maintenance,
        replacement and repair parts for all Products sold to Tech Data. If
        KOFAX fails to supply such parts, then such inability shall be
        considered noncompliance with this section, and in addition to whatever
        other rights and remedies Tech Data may have at law or in equity, Tech
        Data shall be entitled to require KOFAX to provide Tech Data with the
        technical information or any other rights required on a non-exclusive
        basis, so that Tech Data can have such parts manufactured or can obtain
        such parts from other sources.

4.9     Disclaimer of Warranties. KOFAX has made expressed warranties in this
        Agreement and in documentation, promotional and advertising materials.
        EXCEPT AS SET FORTH HEREIN OR THEREIN, KOFAX DISCLAIMS ALL WARRANTIES
        WITH REGARD TO THE PRODUCTS.

                           ARTICLE V. PAYMENT TO KOFAX

5.1     Charges, Prices and Fees for Products. Charges, prices, quantities and
        discounts, if any, for Products shall be determined as set forth in
        Exhibit A, or as otherwise agreed upon by the parties, and may be
        confirmed at the time or order. In no event shall charges exceed KOFAX's
        then current established charges. KOFAX shall have the right to increase
        prices from time to time, upon written notice to Tech Data not less than
        thirty (30) days prior to the effective date of such increase. All
        orders placed prior to the effective date of the increase, for shipment
        within thirty (30) days after the effective date, shall be at the old
        price, Tech Data shall not be bound by any of KOFAX's suggested prices.

5.2     Most Favored Pricing and Terms. KOFAX represents that the prices charged
        and the terms offered to Tech Data are and will be at least as low as
        those charged or offered by KOFAX to any of its other domestic
        distributors. If KOFAX offers price discounts, promotional discounts or
        other special prices to its other distributors, Tech Data shall also be
        entitled to participate and receive notice of the same no later than
        other distributors.

5.3     Payment. Except as otherwise set forth herein, any undisputed sum due to
        KOFAX pursuant to this Agreement shall be payable as follows: net thirty
        (30) days after the invoice receipt. KOFAX shall invoice Tech Data no
        earlier than the applicable shipping date for the Products covered by
        such invoice. The due date for payment shall be extended during any time
        the parties have a bona fide dispute concerning such payment.


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5.4     Taxes. KOFAX shall directly reimburse Tech Data for all taxes,
        assessments, permits and fees, however designated which are levied upon
        this Agreement or the Products, excluding franchise taxes, sales or
        other use taxes and taxes based upon Tech Data's income.

5.5     Price Protection. KOFAX shall grant to Tech Data a retroactive price
        credit for the full amount of any KOFAX price decrease on all Products
        on order, in transit and in its inventory on the effective date of such
        price decrease. Tech Data shall, within thirty (30) days after receiving
        written notice of the effective date of the price decrease, provide a
        list of all Products for which it claims a credit. KOFAX shall have the
        right to a reasonable audit at KOFAX's expense. All orders scheduled for
        shipment or in transit to Tech Data at the time of notice of the price
        decrease shall be adjusted to the decreased price.

5.6     Invoices. A "correct" invoice shall contain (i) KOFAX's name and invoice
        date, (ii) a reference to this Agreement, the Purchase Order or other
        authorizing document, (iii) separate descriptions, unit prices and
        quantities of the Products actually delivered, (iv) credits (if
        applicable), (v) shipping charges (vi) name (where applicable), title,
        phone number and complete mailing address of responsible official to
        whom payment is to be sent, and (vii) other substantiating documentation
        or information as may reasonably be required by Tech Data from time to
        time.

5.7     Advertising Credit. KOFAX offers a two percent [2%] co-op program and
        may offer additional advertising credits, promotional programs or
        incentives to Tech Data as it offers its other distributors, then Tech
        Data shall have the right at Tech Data's option, to participate in such
        programs. KOFAX shall attach copy of its co-op program hereto.

5.8     KOFAX Reports. KOFAX shall, if requested, render monthly reports to Tech
        Data setting forth the separate Products, dollars invoiced for each
        Product, and total dollars invoiced to Tech Data for the month, and such
        other information as Tech Data may reasonably request

5.9     Tech Data Reports. Tech Data shall, if requested, render monthly sales
        out reports on diskette, in ASCII Comma Delimited Format. Information
        provided will include: Month and year sales activity occurred, internal
        product number (assigned by Tech Data), written description, State and
        zip-code of Resellers location, unit cost (distributor's cost at
        quantity 1), quantity and extended cost (cost times quantity). A monthly
        inventory report, will be provided on a paper format once a month. The
        reports will be delivered to the KOFAX at different times in the month.

                             ARTICLE VI. TERMINATION

6.1     Termination. Either party may terminate this agreement, with or without
        cause, upon giving the other party sixty (60) days prior written notice.
        In the event that either party materially or repeatedly defaults in the
        performance of any of its duties or obligations set forth in this
        Agreement, and such default is not substantially cured within thirty
        (30) days after written notice is given to the defaulting party
        specifying the default, then the party not in default may, by giving
        written notice thereof to the defaulting party, terminate this Agreement
        or the applicable Purchase Order relating to such default as of the date
        specified in such notice of termination.


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6.2     Termination for Insolvency or Bankruptcy. Either party may immediately
        terminate this Agreement and any Purchase Order by giving written notice
        to the other party in the event of (i) the liquidation or insolvency of
        the other party, (ii) the appointment of a receiver or similar officer
        for the other party, (iii) an assignment by the other party for the
        benefit of all or substantially all of its creditors, (iv) entry by the
        other party into an agreement for the composition, extension, or
        readjustment of all or substantially all of its obligations, or (v) the
        filing of a meritorious petition in bankruptcy by or against the other
        party under any bankruptcy or debtors' law for its relief or
        reorganization.

6.3     Rights Upon Termination. Termination of any Purchase Order or this
        Agreement shall not affect KOFAX's right to be paid for undisputed
        invoices for Products already shipped. The termination of this Agreement
        shall not affect any of KOFAX's warranties, indemnifications or
        obligations relating to returns, credits or any other matters set forth
        in this agreement that are to survive termination in order to carry out
        their intended purpose, all of which shall survive this Agreement. Upon
        termination of this Agreement, Tech Data shall discontinue holding
        itself out as a distributor of KOFAX's Products. The expiration of the
        term of this Agreement shall not affect the obligations of either party
        to the other party pursuant to any Purchase Order previously forwarded
        to KOFAX.

6.4     Repurchase of Products Upon Termination. In the event Tech Data
        terminates this Agreement for cause or KOFAX terminates this Agreement,
        KOFAX shall repurchase all the Products in Tech Data's inventory at the
        original actual net invoice purchase price less any prior credits
        granted by KOFAX to Tech Data; provided that the Products have been
        unused, and are in their original factory sealed packages and factory
        shipped condition.

        In the event Tech Data terminates this Agreement without cause, KOFAX
        shall have the option to repurchase all the Product in Tech Data's
        inventory at the original actual net invoice purchase prices, less any
        prior credits granted by KOFAX to Tech Data; provided that the Products
        have been unused and are in their original factory sealed packages and
        factory shipped condition.


                           ARTICLE VII. MISCELLANEOUS

7.1     Binding Nature, Assignment, and Subcontracting. This Agreement shall be
        binding on the parties and their respective successors and assigns, but
        neither party shall have the power to assign this Agreement without the
        prior written consent of the other party.

7.2     Counterparts. This Agreement may be executed in several counterparts,
        all of which taken together shall constitute one single agreement
        between the parties.

7.3     Headings. The Article and Section headings used in this Agreement are
        for reference and convenience only and shall not enter into the
        interpretation hereof.

7.4     Relationship of Parties. Tech Data is performing pursuant to this
        Agreement only as an independent contractor. Nothing set forth in this
        Agreement shall be construed to create the relationship of principal and
        agent between Tech Data and KOFAX. Neither party shall act or represent
        itself, directly or by implication, as an agent of the other party.

7.5     Confidentiality. Each party acknowledges that in the course of
        performance of its obligations pursuant to this Agreement, it may obtain
        certain confidential and/or proprietary information. Each party hereby
        agrees that all such information communicated to it by the other party,
        its subsidiaries, or Customers, whether before or


<PAGE>   11
        after the effective date, shall be and was received in strict
        confidence, shall be used only for purposes of this Agreement, and shall
        not be disclosed without the prior written consent of the other party,
        except as may be necessary by reason of legal, accounting or regulatory
        requirements beyond either party's reasonable control. The provisions of
        this Section shall survive the term or termination of this Agreement for
        any reason.

7.6     Arbitration. Any disputes arising under this Agreement shall be
        submitted to arbitration in accordance with such rules as the parties
        jointly agree. If the parties are unable to agree on arbitration
        procedures, arbitration shall be conducted in Pinellas County, Florida
        in accordance with the rules of the American Arbitration Association.
        Any such award shall be final and binding upon both parties.

7.7     Notices. Wherever one party is required or permitted to give notice to
        the other pursuant to this Agreement, such notice shall be deemed given
        when delivered in hand, by telex or cable, or when mailed by registered
        or certified mail, return receipt requested, postage prepaid, and
        addressed as follows:

        IN THE CASE OF KOFAX:               IN THE CASE OF TECH DATA:
        ---------------------               -------------------------
        Kofax Image Products                Tech Data Corporation
        3 Jenner Street                     5350 Tech Data Drive
        Irvine, CA 92718                    Clearwater, FL 34620
        Attn: Distribution Sales Manager    Attn: Jennifer M. Dougan
                                             Director of Marketing Operations
                                            cc: Debi A. Schwatka
                                             Contracts Administrator

        Either party may from time to time change its address for notification
        purposes by giving the other party written notice of the new address and
        the date upon which it will become effective.

7.8     Force Majeure. The term "Force Majeure" shall be defined to include
        fires or other casualties or accidents, acts of God, severe weather
        conditions, strikes or Labor disputes, war or other violence, or any
        law, order, proclamation, regulation, ordinance, demand or requirement
        of any governmental agency.

                (a) A party whose performance is prevented, restricted or
                interfered with by reason of a Force Majeure condition shall be
                excused from such performance to the extent of such Force
                Majeure condition so long as such party provides the other party
                with prompt written notice describing the Force Majeure
                condition immediately continues performance whenever and to the
                extent such causes are removed.

                (b) If, due to a Force Majeure condition, the scheduled time of
                delivery or performance is or will be delayed for more than
                ninety (90) days after the scheduled date, the party not relying
                upon the Force Majeure condition may terminate, without
                liability to the other party, any Purchase Order or portion
                thereof covering the delayed Products.

7.9     Return Material Authorization Numbers. When a Return Material
        Authorization Number (RMA) is required by KOFAX for returning Products,
        Tech Data shall request such RMA prior to returning any Products and
        KOFAX will issue said (RMA) to Tech Data within forty-eight (48) hours
        of Tech Data's request; however, if no response is received or if


<PAGE>   12
        KOFAX withhold the RMA without just cause for more than five (5)
        business days KOFAX will then accept returned Products absent an RMA.
        The net purchase price, minus any adjustments of such Products returned
        to KOFAX shall be credited to Tech Data's account.

7.10    Credits to Tech Data. In the event any provisions of this Agreement or
        any other agreement between Tech Data and KOFAX require that KOFAX grant
        credits to Tech Data's account, and such credits are not received within
        thirty (30) days then, all such credits shall become effective
        immediately upon notice to KOFAX. In such event, Tech Data shall be
        entitled to deduct any such credits from the next monies owed to KOFAX.
        In the event credits exceed any balances owed by Tech Data to KOFAX,
        then KOFAX shall issue a check payable to Tech Data within ten (10) days
        of such notice.

7.11    Severability. If, but only to the extent that, any provision of this
        Agreement is declared or found to be illegal, unenforceable or void,
        then both parties shall be relieved of all obligations arising under
        such provision, it being the intent and agreement of the parties that
        this Agreement shall be deemed amended by modifying such provision, to
        the extent necessary to make it legal and enforceable while preserving
        its intent.

7.12    Waiver. A waiver by either of the parties of any covenants, conditions
        or agreements to be performed by the other or any breach thereof shall
        not be construed to be a waiver of any succeeding breach thereof or of
        any other covenant, condition or agreement herein contained.

7.13    Remedies. All remedies set forth in this Agreement shall be cumulative
        and in addition to and not in lieu of any other remedies available to
        either party at law, in equity or otherwise, and may be enforced
        concurrently or from time to time.

7.14    Survival of Terms. Termination or expiration of this Agreement for any
        reason shall not release either party from any liabilities or
        obligations set forth in this Agreement which (i) the parties have
        expressly agreed shall survive any such termination or expiration, or
        (ii) remain to be performed or by their nature would be intended to be
        applicable following any such termination or expiration.

7.15    Non-exclusive Market and Purchase Rights. It is expressly understood and
        agreed that this Agreement does not grant to KOFAX or Tech Data an
        exclusive right to purchase or sell Products and shall not prevent
        either party from developing or acquiring other KOFAX's or Customers or
        competing Products.

7.16    Specifications and Drawing. KOFAX agrees to provide upon Tech Data's
        request, at no charge to Tech Data, quantities as requested by Tech Data
        of the following: (1) the specifications, (2) published user
        instructions, manuals and other training materials, and (3) current
        manuals covering installation, operation and complete maintenance of the
        Products. Tech Data shall have the right to copy or reproduce the
        foregoing materials for use in connection with Tech Data's use or sale
        of the Products.

7.17    Entire Agreement. This Agreement, including any Exhibits and documents
        referred to in this Agreement or attached hereto, constitutes the entire
        and exclusive statement of Agreement between the parties with respect to
        its subject matter and there are no oral or written representations,
        understandings or agreements relating to this Agreement which are not
        fully expressed herein.

7.18    Governing Law. This Agreement shall have Florida as its situs and shall
        be governed by and construed in accordance with the laws of the State of
        Florida.


<PAGE>   13
7.19    Software Licenses. Whenever the Products described in this Agreement
        shall include software licenses, KOFAX hereby grants to Tech Data a
        non-exclusive license to market, demonstrate and distribute the software
        to Customers of Tech Data. Tech Data agrees to comply with KOFAX's
        reasonable software license agreements, and agrees to use reasonable
        efforts to protect KOFAX's software, including using reasonable efforts
        to avoid allowing Customers, individuals, or employees to make any
        unauthorized copies of KOFAX's licensed software; to modify, disassemble
        or decompile any software; to remove, obscure or after any notice of
        patent, trademark, copyright or trade name; or authorize any person to
        do anything that Tech Data is prohibited from doing under this
        Agreement. Provided, however, KOFAX shall provide Tech Data with copies
        of appropriate software and documentation, at no charge, for the purpose
        of effectively demonstrating equipment to Customers. This demonstration
        software shall be updated as appropriate to insure that current software
        is available for sales demonstration. Tech Data acknowledges that no
        title or ownership of the proprietary rights to any software is
        transferred by virtue of this Agreement. Tech Data will use reasonable
        efforts to protect KOFAX's rights under this section but Tech Data is
        not authorized and shall not be required to instigate legal action on
        behalf of KOFAX or its suppliers against third parties for infringement.
        Tech Data will notify KOFAX of any infringement of which it has actual
        knowledge.

7.20    International Business. KOFAX acknowledges that Tech Data may desire to
        obtain Products or Systems for use in countries outside the United
        States and its territories. The parties acknowledge that in such case it
        may be necessary to enter into additional agreements between KOFAX and
        Tech Data and/or the respective subsidiaries, agents, distributors or
        subsidiaries authorized to conduct business in such countries or to
        negotiate further terms and conditions to provide for such right. The
        parties intend that any further agreements or terms and conditions will
        be consistent with and based upon the applicable terms and conditions of
        this Agreement, subject, however, to requirements of local law and local
        business practice. All Products obtained pursuant to this Section shall
        be deemed for purposes of calculating accumulated purchases and any
        discounts set forth in this Agreement, to have been obtained pursuant to
        this Agreement.

        IN WITNESS WHEREOF, the parties have each caused this Agreement to be
signed and delivered by its duly authorized officer or representative as of the
Effective Date.

        KOFAX IMAGE PRODUCTS                TECH DATA CORPORATION    


        By: /s/ RICK MURPHY                 By: /s/ PEGGY K. CALDWELL
            -------------------------           ---------------------------
        Printed Name:  RICK MURPHY              Printed Name:  PEGGY K. CALDWELL

        Title: Vice President, Sales            Title: Senior Vice President
                                                          Marketing

        Date:                                   Date: 3/1/93


<PAGE>   14
                             MODIFICATION AGREEMENT

This Modification Agreement is effective as of the 24th day of September, 1996
(the "Effective Date") is between Tech Data Corporation, a Florida corporation
("Tech Data") and Kofax Image Products, a Delaware corporation ("Kofax").

                                    RECITALS

A.      Tech Data and Kofax entered into a Distributor Agreement, dated March 1,
        1993, (the "Original Agreement") pursuant to which Tech Data acts as a
        distributor of Kofax's Products.

B.      Tech Data and Kofax desire to modify certain terms of the Original
        Agreement in accordance with this Modification Agreement. The Original
        Agreement as modified by this Modification Agreement is hereinafter
        referred to as the "Agreement."

NOW THEREFORE, in consideration of mutual promises herein contained and other
good and valuable consideration, Tech Data and Kofax hereby agree as follows:

1. Modification. The Original Agreement is hereby modified and amended as stated
in this section 1.

        a. Section 1.1 of the Original Agreement is hereby revised in its
        entirety to read as follows:

        1.1 Term of the Agreement. The term of this Agreement shall
        automatically renew for successive one (1) year terms unless prior
        written notification of termination is delivered by one of the parties
        to the other in accordance with the notice provision of this Agreement.

        b. Section 2.3 of the Original Agreement is hereby revised in its
        entirety to read as follows:

        2.3 Purchase Order Alterations or Cancellations, No less than 5 working
        days prior to shipment of Products, Kofax shall accept alterations or
        cancellation to a purchase order in order to: (i) change a location for
        delivery, (ii) modify the quantity or type of Products to be delivered
        or (iii) correct typographical or clerical errors.

        c. Section 3.2 of the Original Agreement is hereby revised in its
        entirety to read as follows:

        3.2 Acceptance of Products. Tech Data shall, after a reasonable time to
        inspect each shipment, accept Product (the "Acceptance Date") if the
        Products and all necessary documentation delivered to Tech Data are in
        accordance with the purchase order. Any Products not ordered or not
        otherwise in accordance with the purchase order, (e.g. mis-shipments,
        overshipments) may be returned to Kofax at Kofax's expense (including
        without limitation costs of shipment or storage). Tech Data shall not be
        required to accept partial shipment unless Tech Data agrees prior to
        shipment.

        In addition, Tech Data shall return for credit Products which have boxes
        that are or become damaged. Kofax will supply to Tech Data, at no
        charge, any and all material(s) which are missing in the original
        Product package. Tech Data shall provide an offsetting purchase order
        for such bad box returns.

        d. Section 3.7 of the Original Agreement is hereby revised in its
        entirety to read as follows:

        3.7 Inventory Adjustment. In the first month of each calendar quarter,
        Kofax agrees to accept return of overstocked Products, provided such
        returns shall not exceed the value of fifteen percent (15%) of the prior
        quarter's purchases. Shipments of Product being returned shall be new,
        unused and in sealed cartons. Kofax shall credit Tech Data's account in
        the amount of the price paid by Tech Data therefor less any price
        protection credits but not including any early payment or prepayment
        discounts (the "Return Credit").


<PAGE>   15
        In addition, Tech Data shall have the right to return for full credit,
        without limitation as to the dollar amount, all Products that become
        obsolete or Kofax discontinues or are removed from Kofax's current price
        list; provided Tech Data returns such Products within ninety (90) days
        after Tech Data receives written notice from Kofax that such Products
        are obsolete, superseded by a newer version, discontinued or are removed
        from Kofax price list.

        e. Section 5.3 of the Original Agreement is hereby revised in its
        entirety to read as follows:

        5.3 Payment. Except as otherwise set forth in this Agreement, any
        undisputed sum due to Kofax pursuant to this Agreement shall be payable
        net forty-five (45) days after the invoice date. Kofax shall invoice
        Tech Data no earlier than the applicable shipping date for the Products
        covered by such invoice. Products which are shipped from outside the
        United States, shall not be invoiced to Tech Data prior to the Products
        being placed on a common carrier within the United States for final
        delivery to Tech Data. The due date for payment shall be extended during
        any time the parties have a bona fide dispute concerning such payment.
       
        f. Section 5.9 of the Original Agreement is hereby revised in its
        entirety to read as follow:

        5.9 Tech Data Reports. Tech Data shall, if requested, render monthly
        sales out reports on diskette, in ASCII Comma Delimited Format.
        Information provided will include: Month and year sales activity
        occurred, internal product number (assigned by Tech Data), written
        description, Customer name and zip code, unit cost (distributor's cost
        at quantity 1), quantity and extended cost (cost times quantity). Kofax
        agrees that the Customer names provided by Tech Data are for purposes of
        commission reporting only, will be kept confidential by Kofax, and will
        not be used in any other manner. A monthly inventory report will be
        provided on a paper format.

        g. Section 6.4 of the Original Agreement is hereby revised in its
        entirety to read as follows:

        6.4 Repurchase of Products Upon Termination or Expiration. Upon the
        effective date of termination or expiration of this Agreement for any
        reason, Kofax agrees to repurchase all Products in Tech Data's inventory
        or which are returned to Tech Data within sixty (60) days following the
        effective date of termination or expiration. Kofax will repurchase the
        Products at the original purchase price; less any deductions for price
        protection. The repurchase price shall not be reduced by any deductions
        or offsets for early pay or prepay discounts. Such returns shall not
        reduce or offset any co-op payments or obligations owed to Tech Data.
        Tech Data shall submit to Kofax, within sixty-five (65) days after the
        termination or expiration date, the quantity of Product that Tech Data
        will be returning to Kofax for repurchase. Kofax will issue a Return
        Material Authorization (RMA) to Tech Data for all such Products;
        provided, however, that Kofax shall accept returned Products in
        accordance with this Section absent an RMA if Kofax fails to issue said
        RMA within five (5) business days of Tech Data's request. Kofax shall
        credit any outstanding balances owed to Tech Data. If such credit
        exceeds amounts due from Tech Data, Kofax shall remit in the form of a
        check to Tech Data the excess within thirty (30) days of receipt of the
        Product. Customized Products shall not be eligible for repurchase
        pursuant to this Section.

        h. 7.7 Notices is hereby updated as follows:

        In the case of Tech Data, notices shall be sent Attn: V.P. of Marketing
        Operations., cc: Contracts Administration.

        i. Section 7.21 is hereby added and shall read as follows:

        7.21 Financial Statements.

        Kofax agrees that for the term of this Agreement, Kofax shall provide
        financial statements annually. Kofax shall provide other additional
        financial information upon reasonable request by Tech Data.

2. Entire Agreement. The Agreement, including any Exhibits and Schedules
attached hereto or thereto, constitute the entire agreement between Tech Data
and Kofax concerning the subject matter hereof and supersedes all prior
agreements between the parties.


<PAGE>   16
3. Ratification. Except as modified by this Modification Agreement, the parties
hereby ratify and confirm all terms and conditions of the Original Agreement.

IN WITNESS WHEREOF, each party has signed this Modification Agreement on the day
and year written above effective as of the Effective Date.

KOFAX IMAGE PRODUCTS                       TECH DATA CORPORATION
A Delaware corporation                     a Florida corporation

By: /s/                                    By:  /s/
    ------------------------------              --------------------------------

Printed Name:                              Printed Name:

Title:                                     Title: Senior Vice President & CFO

Date:                                      Date: 10/23/96  


<PAGE>   17
                               [KOFAX LETTERHEAD]

October 16, 1996



Ms. Kathy Benefield
Contracts Administrator
Tech Data Corporation
5350 Tech Data Drive
Clearwater, Florida 34620

Dear Kathy:

This letter is written to amend the Distributor Agreement dated March 1, 1993.
Kofax Image Products desires to modify Section 1.2 (f) of the agreement to read:

        "Territory" shall mean the United States of America and its territories
and possessions and Canada.

All other terms and conditions of the said Agreement will remain unchanged.

 KOFAX IMAGE PRODUCTS                   TECH DATA CORPORATION


/s/                                    /s/
--------------------------------       -----------------------------------
Signature, Title Vice President        Signature, Title



          10-16-96                                10/23/96
--------------------------------       -----------------------------------
Date                                   Date


<PAGE>   18


                        ADDENDUM TO DISTRIBUTOR AGREEMENT

                              Tech Data Corporation

This addendum is written to amend the Distributor Agreement dated March 1, 1993.

WHEREAS Kofax desires to appoint Tech Data as its non-exclusive distributor to
market its new NetScan Product within the territory defined as Canada, The
United States of America and its territories and possessions, and

WHEREAS Tech Data desires to sell the Kofax NetScan products within the
territory defined above,

Kofax hereby amends the Distribution Agreement to incorporate the NetScan
product into Tech Data's product line. The pricing of the product at it's
introduction is established as:

               List Price               [*]

               Tech Data Discount       [*]

All other terms and conditions of the said Agreement will remain unchanged.

KOFAX IMAGE PRODUCTS                   TECH DATA CORPORATION

/s/                                    /s/
--------------------------------       -----------------------------------
Signature, Title                       Signature, Title



           8-8-96                                 10/23/96
--------------------------------       -----------------------------------
Date                                   Date

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


Source: OneCLE Business Contracts.