***Text Omitted and Filed Separately
                                                confidential Treatment Requested
                                            Under 17 C.F.R. ss.ss. 200.80(b)(4),
                                                            200.83 and 240.24b-2







                           SOFTWARE LICENSE AGREEMENT


This Software License Agreement (the "Agreement") is entered into this 15th day
of January, 1998 (the "Effective Date") between CAERE CORPORATION, a Delaware
corporation ("Caere"), located at 100 Cooper Court, Los Gatos, California 95032,
and HEWLETT-PACKARD COMPANY, a California corporation ("HP"), located at 3000
Hanover Street, Palo Alto, California 94304.

                                    RECITALS

Whereas, Caere develops and distributes certain software programs and HP
distributes a range of products; and

Whereas, the parties have agreed upon the terms under which Caere will license
certain software products to HP for distribution with certain HP products; and

Whereas, the parties entered into the Caere Software License Agreement between
Caere and HP dated August 27, 1996, as amended, as well as the Recognita
Software License Manufacturing and Distribution Agreement between Recognita and
HP dated November 1, 1995, as amended (the "Current Agreements") and the parties
wish to supercede and replace such Current Agreements with this Agreement.

Now, therefore, in consideration of the mutual covenants and agreements set
forth herein, the parties agree as follows:

1.   DEFINITIONS

     1.1   "Program(s)"  means the object code versions of the Caere software
programs as set forth in Exhibit A, and Error Corrections and Enhancements
provided to HP by Caere under the terms of this Agreement.

     1.2   "Documentation" means Caere's standard user information and 
on-line help information for the Programs as further described in Exhibit B.




                       *CONFIDENTIAL TREATMENT REQUESTED


<PAGE>

     1.3   "Enhancement" means any Caere released enhancement, modification,
update, new version or new release of a Program, other than Error Corrections,
which may be developed by or for Caere, in Caere's discretion. Subject to
Section 2.1, Enhancements shall [...***...] Caere customer nor shall it
include an additional Configuration of a Program as set forth on Exhibit A.
Enhancements shall be acceptance tested as set forth in Section 4.1 and, upon
acceptance by HP, shall be considered "Programs". Notwithstanding the
foregoing, an Enhancement shall not include the following if they are not
provided to any other OEM: (a)[...***...]; or (b)[...***...].

    1.4    "End User" means a third party who acquires a Program from HP or 
HP's channels of distribution as bundled with HP Products for its own internal
use rather than distribution and resale and who is granted a license to the
programs pursuant to the terms of the Standard Software License.

    1.5    "Error Corrections" means all bug fixes or error corrections
for the Programs.

    1.6    "Major Application" means the two top selling word-processing
applications and top two office suites determined every six (6) months beginning
on February 15, 1998 from sales reports available to both HP and Caere from an
industry recognized independent third party research firm.

    1.7    "Object Code" means any machine executable code derived in whole
from the Program.

    1.8    "OEM" means an original equipment manufacturer that bundles a
Program with such OEM's branded hardware scanning device.
     
    1.9    "HP Products" mean (a) any hardware device manufactured by or for
HP and distributed under the HP brand name and (b) the HP developed software
currently known as [...***...] (or named as another product) and [...***...]

    1.10   "Specifications" means the respective specifications for each
Program as set forth on Exhibit B.

    1.11   "Standard Software License" shall mean Caere's then current
Software License Agreement pursuant to which it licenses programs to end users.

    1.12   "Subsidiary" means any corporation, firm, partnership or other
entity which is directly or indirectly owned by HP, where "owned" means
possession of at least fifty percent (50%) of the equity (or for any particular
jurisdiction, such maximum percentage allowed to be owned by a foreign
corporation) having the power to vote on or direct the affairs of the entity and
any person, firm or partnership or other entity actually controlled by HP.

2. EVOLUTION AND NEW PROGRAMS

     2.1  Caere agrees to provide HP with [...***...] during the term of this
Agreement. Caere agrees that in providing HP with [...***...], in order to
maintain [...***...], HP shall be [...***...]. However, there may be some
[...***...] shall be no later than any [...***...].

                       *CONFIDENTIAL TREATMENT REQUESTED

<PAGE>

     Nothing in this Agreement shall be construed as to provide HP with any
rights to [...***...]. However, in the event that Caere desires to [...***...],
Caere shall notify HP in writing of such intent [...***...]. Such notice shall
include [...***...]. HP may, [...***...] accordance with the terms of this
Agreement by providing Caere with notice of its [...***...] of HP's receipt of
Caere's notice [...***...]. Failure to respond within [...***...] will be deemed
an election [...***...]. [...***...].

     2.2   Caere shall notify HP in writing ninety days prior to the
commercial release of an Enhancement. Upon request by HP, Caere shall provide HP
with a beta version and final version of any Enhancement when such versions are
available solely for the purpose of HP internal testing and evaluation
Enhancements.

3.   COMPATIBILITY

     3.1   During the term of this Agreement, Caere shall maintain compatibility
between the Programs listed below and (a) their respective operating systems and
(b) Major Applications. Caere shall achieve compatibility within a commercially 
reasonable time following the general commercial release of a revision to such 
operating systems and/or a Major Application:

                       Programs                        Operating Systems

                     [...***...]                         Win 95, NT 4.0
                     [...***...]                         Win 95, NT 4.0
                     [...***...]                         Win 95, NT 4.0
         OmniPage Limited Edition [...***...]         Win 3.1 & 95, NT 4.0
                    OmniPage Lite                     Win 3.1 & 95, NT 4.0
             OmniPage Pro 8.0 [...***...]                Win 95, NT 4.0
                Recognita [...***...]                 Win 3.1 & 95, NT 4.0
                Recognita Select 2.0A                 Win 3.1 & 95, NT 4.0

     3.2   During the term of this Agreement, HP may request that the Programs
are made compatible with future releases and versions of the HP Products.
[...***...]. However, if [...***...] to the [...***...] would be [...***...] and
if [...***...], Caere [...***...] in [...***...] within [...***...] after
[...***...] the terms for [...***...] the [...***...] for such [...***...]
including any [...***...] as agreed between the parties for [...***...],
[...***...] and [...***...]. If the parties reach agreement on the foregoing, HP
shall make available to Caere any [...***...] for Caere to [...***...] and
[...***...] such [...***...].

     3.3   HP shall provide to Caere, at no cost, a reasonable number of units
[...***...] of each HP Product with which Programs will be bundled. Such units
shall only be used by Caere for support and training development and testing
purposes. HP shall deliver such units upon Caere's written request, provided
that the requested units have been published on [...***...] at the time of
Caere's request. In the event that such units have not been published on the 
[...***...] at the time of Caere's request, HP shall deliver the units promptly 
after they are published on the [...***...].

                       *CONFIDENTIAL TREATMENT REQUESTED

<PAGE>
4.   ACCEPTANCE

     4.1   Caere shall deliver a complete copy of the Program(s) or,
Enhancements as the case may be, to HP in accordance with the Milestones set
forth in Exhibit C or, as applicable, the Project Schedules outlined in Exhibit
B, for acceptance testing. A "complete copy" as used in this Agreement shall
include a copy of the Program in object code, Documentation (or equivalent) for
the Program in at least manuscript form, and any Documentation regarding the
Program which HP reasonably requests to accomplish its evaluation. HP shall have
[...***...] from the date on which Caere delivers the Program to HP to
determine that the Program substantially conforms to the Product Specifications
set forth on Exhibit B. Within such period, HP shall provide Caere with either a
written acceptance of the Program or a written statement of any errors to be
corrected. The Program will be deemed to have been accepted by HP if Caere does
not receive such written acceptance or statement of errors within such
[...***...]. In the event that HP delivers a statement of errors in
accordance with this Section, Caere shall have [...***...] from receipt of such
statement of errors to correct any errors and redeliver the Program to HP. In
the event Caere redelivers a corrected Program in accordance with this section
HP shall have [...***...] to test such corrected Program to determine that the
corrected Program substantially conforms to the Product Specifications set forth
on Exhibit B. At the end of such [...***...] testing period, HP shall either
provide Caere with a written acceptance of the redelivered Program or a detailed
written statement of errors. Such redelivered version shall be deemed accepted
by HP if Caere does not receive written acceptance or a statement of errors
within such [...***...] period. In the event that a written statement of errors
is delivered to Caere for the Program, Caere shall have [...***...] from receipt
of such statement of errors to correct such errors. This process of testing and
redelivering the Program as set forth herein shall continue until the earlier of
[...***...] or until HP accepts such redelivered Program. If HP has not accepted
the Program within such timeframe, the parties shall meet to discuss a course of
action, provided, however, that HP may elect at such time to terminate this
Agreement as to the unaccepted Program. In the event that HP terminates the
Agreement as set forth herein as to a Program, the parties shall meet to discuss
in good faith any corresponding [...***...] as a result of such termination. 
Termination as to a Program hereunder shall be effective [...***...] following
receipt of written notice to Caere of such termination. Failure to [...***...] 
shall not be grounds for termination of any Program or the Agreement. 
Distribution of a Program shall be deemed to be acceptance of such Program.

     4.2   In the event that HP accepts an Enhancement then it shall be added
to this Agreement. At its discretion, HP shall have the right to refuse to add
any Enhancement to this Agreement even if it satisfies the technical
requirements in this Agreement. In the event HP rejects an enhanced or modified
Program, HP shall be entitled to continue to distribute the previous versions of
that Program.

5.   RIGHTS GRANTED

     5.1   Caere hereby grants to HP and HP's Subsidiaries a non-exclusive,
non-transferable, worldwide license to:
                      
          a.   use, reproduce, have reproduced and distribute OmniPage
               Limited Edition, [...***...] and Recognita Select through
               all channels of distribution to End Users provided that
               such Programs are bundled with an HP hardware Product;

          b.   use, reproduce, have reproduced and distribute the [...***...] 
               engine and/or the Recognita [...***...] engine through all 
               channels of distribution to End Users provided that (i) such
               Programs are incorporated into HP software products that
               [...***...]and (ii) the HP software products are bundled with an
               HP Product or are [...***...]. Per Section (i) above, HP and 
               Caere shall use all efforts to agree [...***...] as to the 
               [...***...];


                        *CONFIDENTIAL TREATMENT REQUESTED

<PAGE>
          c.   use, reproduce, have reproduced and distribute the [...***...] 
               and OmniPage Limited Edition [...***...] through all channels of 
               distribution to End Users [...***...];

          d.   use, reproduce, have reproduced and distribute the current
               version of OmniPage Pro through all channels of distribution
               to End Users provided that either (i) this Program is
               incorporated into the HP Product known as [...***...] and
               the Program is designed such that it [...***...] either
               a [...***...] or a [...***...] unless it is [...***...] or
               (II) this Program is incorporated onto a [...***...] as set forth
               in Addendum 1 to Exhibit G;

          e.   until [...***...], use, reproduce, have reproduced and distribute
               Omni Page Lite through all channels of distribution to End Users
               provided that this Program is [...***...] for distribution by HP 
               bundled with HP Products.

     Notwithstanding the incorporation and bundling restrictions set forth
above, HP may deliver Error Corrections to End Users on a stand-alone basis.

     5.2   Documentation. Caere hereby grants to HP and HP's subsidiaries a
non-exclusive, non-transferable, worldwide, fully paid up license to use,
reproduce, have reproduced, translate, create derivative works and distribute
through all channels of distribution the Documentation in conjunction with the
distribution of Programs bundled with HP Products. HP shall provide any modified
Documentation to Caere for review for approval prior to its distribution.

     5.3   No title or ownership in the Program(s) is transferred to HP.
Nothing in this Agreement shall be construed to preclude HP from independently
developing, acquiring or marketing computer software packages which may perform
the same or similar functions as those software packages provided by Caere in
this Agreement provided, however, that for a period of [...***...] the
[...***...]. Notwithstanding the foregoing, the [...***...]. In addition,
[...***...]. "Competitive" as used herein shall mean any software that is
marketed primarily as either an OCR or document management solution. This
Agreement shall not preclude Caere from entering into a similar agreement with
third parties for distribution of the Programs. Notwithstanding the above, Caere
hereby grants its consent to HP for the term of this Agreement to allow HP to
bundle and distribute Adobe Acrobat along with OmniPage Limited Edition in the
HP ScanJet 6100C, shipped by [...***...] provided that [...***...].
      
6.   MANUFACTURING AND MARKETING

     6.1   Caere shall deliver a gold master of the Program(s) and an electronic
copy of the Documentation to HP in accordance with the Milestones set forth in
Exhibit C, or, as applicable, the Project Schedules as outlined in Exhibit B.


                       *CONFIDENTIAL TREATMENT REQUESTED

<PAGE>


     6.2   HP will perform all manufacturing, reproduction and distribution of
the Programs at [...***...]. [...***...] determined by generally accepted
accounting principles.

     6.3   HP agrees to perform the Marketing Guidelines set forth on Exhibit G.

7.   PAYMENT

     7.1   HP agrees to pay to Caere [...***...] (the "Payment") during the term
of this Agreement regardless of the number of Programs, if any, distributed by 
HP. Such payment shall be due and payable as follows: [...***...] on [...***...]
(the "Payment Date") and [...***...] on each ninety (90) day anniversary of the 
Payment Date until HP shall have paid the Payment. In the event that HP elects 
to renew the Agreement for [...***...] as set forth in Section 12, HP shall pay 
to Caere and additional [...***...] payable as follows:  [...***...]. Upon the 
mutual execution of this Agreement, no part of the [...***...] paid to Caere on
or about November 15, 1997, in accordance with the Current Agreements shall be 
refundable to HP. Royalties called for in this Section are separate from and in
addition to any payments made by HP to Caere under the Current Agreements. 
Payments under this section, once made, are non-refundable.

     7.2   [...***...] shall pay to [...***...] for each [...***...] or its
successors or derivatives or [...***...] distributed with [...***...] that
purchases [...***...]. Such payments shall be made [...***...] within
[...***...] of the end of each [...***...] during the term of this Agreement.

     7.3   Caere shall be solely responsible for taxes on royalties paid to
Caere by HP under this Agreement.

     7.4   Within twenty (20) days of the end of each calendar quarter during
the term of this Agreement, HP shall deliver to Caere a statement showing in
reasonable detail (a) the number of Programs reproduced and the number of
Programs distributed in such quarter and (b) the number of [...***...] (as that
term is defined in Addendum 1 to Exhibit G) distributed in such quarter. Such
quarterly statements shall be [...***...].

     7.5   HP shall have the right to inspect Caere's records in order to verify
Caere's payments made in accordance with section 7.2 of this Agreement. Any such
inspection will be conducted only by independent public accountants during
regular business hours at Caere's offices in a manner that does not unreasonably
interfere with Caere's business activities. Such inspection shall be at HP's
cost and expense; provided, however, if the audit reveals overdue payments in
excess of [...***...] of the payments owed to date, Caere shall pay the cost of
such audit(s). Caere shall also immediately pay any overdue payments revealed by
such audit(s) plus interest at the rate of the lesser of one and one half 
percent (1 1/2%) per month or the maximum then permitted by applicable law,
from the due date until paid. Except as set forth above, such audits may be
conducted no more than once in any twelve (12) month period. In the event that
HP wishes to inspect such books and records, Caere will make all relevant
records available. In no event may HP commence an inspection of any statement
later than two (2) years from the date of such statement.

                       *CONFIDENTIAL TREATMENT REQUESTED

<PAGE>


     7.6   Caere [...***...] that the royalties paid by HP hereunder are
[...***...] of Programs licensed from Caere hereunder with the [...***...] and
in the [...***...] as licensed to HP. Caere agrees to [...***...] as described
in the preceding sentence, commencing effectively on the date it [...***...].

8.   PRODUCT MAINTENANCE AND SUPPORT

     8.1   Support by Caere.

           8.1.1    Support to HP. Caere shall provide the following support
services for the Program to HP, [...***...], during the term of this Agreement:

                    8.1.1.1   telephone support during normal Caere business
hours. Support will be available in the following languages: English, German,
French, Spanish, and Italian. Support calls from End Users directed to Caere 
from HP are not included in this provision. Such calls will be treated as calls 
directly from End Users in accordance with Section 8.2, below;

                    8.1.1.2   maintenance by a reasonable number of qualified 
personnel to provide timely and knowledgeable maintenance and support;

                    8.1.1.3   investigation and correction of suspected errors
in the Programs in accordance with the schedule set forth in Section 8.3, below;

                    8.1.1.4   promptly inform HP of any problems discovered
or suspected with HP Products;

                    8.1.1.5   provide Error Corrections and instructions for
implementation to HP during the term of this Agreement and for one year 
following the termination of this Agreement; and

                    8.1.1.6   designate a technical support contact 
knowledgeable about the Programs and the HP Products. Such support contact may 
be changed by Caere upon written notice to HP.

                       *CONFIDENTIAL TREATMENT REQUESTED

<PAGE>
 8.1.2     Support to End Users. Caere will provide support to
end-users of Programs as set forth in Caere's then current retail Support
Program ("Standard Program") which program may be modified by Caere at its
discretion to ensure that it shall [...***...]. The End User telephone support
shall be available to End Users in the following languages: English, German,
French, Spanish, and Italian. Caere shall not be responsible for End User
support for the [...***...] but will directly provide HP with support as defined
in 8.1.1 above.

     8.2   Defects. Caere agrees to use commercially reasonable efforts to
investigate and correct suspected defects in the Programs in accordance with the
schedule below provided that such suspected defects are reported to Caere by HP
in writing and that such suspected defects are reproducible by Caere.

<TABLE>
<CAPTION>
       <S>            <C>              <C>                            <C>               <C>    

       -------------- ---------------- ------------------------------ ----------------- -----------------
                                                                         Workaround           Fix
       Level          Classification            Description           (calendar days)   (calendar days)
       -------------- ---------------- ------------------------------ ----------------- -----------------
       -------------- ---------------- ------------------------------ ----------------- -----------------

       1                 Critical              Loss of Data             [...***...]       [...***...]
                                             or Functionality

       -------------- ---------------- ------------------------------ ----------------- -----------------
       -------------- ---------------- ------------------------------ ----------------- -----------------
       2                  Severe           Severe limitation on         [...***...]       [...***...]
                                        functionality or usability

       -------------- ---------------- ------------------------------ ----------------- -----------------
       -------------- ---------------- ------------------------------ ----------------- -----------------
       3                  Medium         Usability is compromised,      [...***...]       [...***...]
                                        but no severely. Essential
                                       portions of the Programs can
                                               still be used

       -------------- ---------------- ------------------------------ ----------------- -----------------
       -------------- ---------------- ------------------------------ ----------------- -----------------
       4                    Low           End User can circumvent       [...***...]       [...***...]
                                         problem. Slight usability
                                              inconvenience.
       -------------- ---------------- ------------------------------ ----------------- -----------------
</TABLE>


     "Loss of Data" shall mean an instance where a file being processed for the 
Program conversion cannot be saved or is corrupted to the point that it is not 
accessible. "Loss of functionality" shall mean an instance in which an
essential portion of the Program is unusable or inaccessible.

     Notwithstanding the foregoing, "defects" as used above shall not include
an error or problem caused by incompatibility with a subsequent model of an HP
Product or revisions to the underlying computer operating system or Major
Application. Such errors or problems, if any, shall be deemed Compatibility
issues under Section 3.

                       *CONFIDENTIAL TREATMENT REQUESTED

<PAGE>


     8.3   Caere shall provide product training for HP's field engineers,
systems engineers, support personnel and factory marketing personnel at an HP
site on a mutually agreeable date. Caere shall, upon request, repeat the
training for new HP personnel. Such training shall be sufficient to enable the
students to fully support the Program. Caere shall provide such additional
training, as reasonably necessary to inform HP personnel of new Programs and
Enhancements. [...***...].

     8.4   HP shall use its commercially reasonable efforts to provide quality
assurance to assist CAERE in developing the Programs in order to ensure
compatibility between the Programs and the HP Products.

9.   CONFIDENTIAL INFORMATION

     9.1   Each party receiving confidential information ("Recipient") under
this Agreement from the other party ("Discloser") shall protect the disclosed
confidential information for a period of [...***...] from the date of
disclosure, by using the same degree of care, but no less than a reasonable
degree of care, to prevent the unauthorized use, dissemination or publication of
the confidential information as the Recipient uses to protect its own
confidential information of a like nature. Recipient shall restrict disclosure
to those employee's with a need to know.

     Recipient obligations shall only extend to confidential information that is
either marked as confidential at the time of disclosure or is unmarked (e.g.
orally disclosed) but treated as confidential at the time of disclosure, and is
designated as confidential in a written memorandum sent to the Recipient within
thirty days of the disclosure, summarizing the confidential information
sufficiently for identification.

     This Agreement imposes no obligation upon a Recipient with respect to
confidential information that: (a) was in Recipient's possession before receipt
from Discloser; (b) is or becomes a matter of public knowledge through no fault
of the Recipient; (c) is rightfully received by the Recipient from a third party
without a duty of confidentiality; (d) is disclosed by the Discloser to a third
party without a duty of confidentiality on the third party; (e) is independently
developed by the Recipient; (f) is disclosed under operation of law; or (g) is
disclosed by the Recipient with the Discloser's prior written approval.

10.  WARRANTY AND INDEMNIFICATION

     10.1  Caere warrants it has full power and authority to grant HP the rights
granted herein and that the software Programs referred to herein will operate
substantially in accordance with their Specifications and Documentation for the 
term of this Agreement. End User claims regarding defects in the Programs will
be processed by Caere in accordance with their Standard Software License. This 
warranty does not extend to media. HP will be responsible for any defects in
media unless such media is provided by Caere.

                        *CONFIDENTIAL TREATMENT REQUESTED

<PAGE>

     10.2  Caere warrants that Caere is not aware of any facts upon which a
claim of intellectual property infringement regarding the Programs could be
based. Caere will defend any claims, suit, or proceeding brought against HP
insofar as it is based on: (a) a claim that any Program, or Documentation,
furnished by Caere under this Agreement infringes any patent, copyright, Trade
Secret, trade mark or other intellectual property right, in a country listed on
Exhibit E attached hereto ("Indemnified Countries"), or (b) a claim that the
Programs do not conform to their specifications, documentation or promotional
literature. Caere's obligations hereunder are conditioned upon Caere receiving
notice promptly in writing of such claims, and given authority, information and
assistance (at Caere's expense) to handle the defense of any suit or proceeding.
Caere agrees to pay all damages and costs awarded in a final judgment against HP
based on such claims. In case any Program or Documentation or any part thereof
is in such suit held to constitute an infringement and its use is enjoined, or
in Caere's opinion may be found to infringe, Caere shall, at its own expense and
at its option, either (1) procure for HP the right to continue use or, (2)
replace the same with a noninfringing Program and Documentation of equivalent
function and performance, or (3) modify them so they become noninfringing
without detracting from function or performance or, if the foregoing options are
not possible in Caere's opinion, (4) terminate this Agreement as to any 
infringing Programs. In the event of termination under option 4 above, HP and
Caere may elect to renegotiate this agreement for the remaining Programs. Caere
shall have no liability for any infringement of patents, copyrights, trademarks
or other intellectual property rights resulting from compliance with HP's
designs or specifications; from modification of said products or from use of the
said products with products not supplied by Caere. The foregoing states the
entire liability of Caere for infringement of intellectual property rights by
Programs or Documentation.
                      
     10.3  Caere warrants that the Programs provided to HP under this Agreement
are year 2000 compliant. Year 2000 compliant, for the purposes of this
Agreement, shall mean that the Programs will perform without error, loss of data
or loss of functionality arising from any failure to process, calculate, compare
or sequence date data accurately. Additionally, such Programs will not cause any
associated products or systems in which they may be used to fail in any of the
ways described above. Nothing in this section shall be construed to limit any
rights or remedies provided elsewhere in this Agreement with respect to matters
other than Year 2000 performance, except that the period of the Year 2000
warranty provided for in this section shall extend through January 1, 2001.
Notwithstanding the foregoing, nothing herein shall be construed as extending
the term of this Agreement.

     10.4  EXCEPT AS EXPRESSLY PROVIDED HEREIN, CAERE MAKES NO OTHER
WARRANTIES, EITHER EXPRESS OR IMPLIED, REGARDING THE SOFTWARE, AND CAERE
SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT
OF THIRD PARTY RIGHTS, OR FITNESS FOR ANY PARTICULAR PURPOSE.


                       *CONFIDENTIAL TREATMENT REQUESTED

<PAGE>

11.  HP'S INDEMNITY

     11.1  HP warrants that as of the Effective Date, HP is not aware of any
facts upon which a claim of intellectual property infringement regarding the HP
Products could be based. HP will defend any claims, suit, or proceeding brought
against Caere insofar as it is based on a claim that any HP Product furnished by
HP under this Agreement infringes any intellectual property right in an
Indemnified Country; provided that HP is notified promptly in writing of such
claim, and given authority, information and assistance (at HP's expense) to
handle the defense of any suit or proceeding. HP agrees to pay all damages and
costs awarded in a final judgment against Caere based on such claims. HP shall
have no liability for any infringement of patents, copyrights, trademarks or
other intellectual property rights resulting from compliance with Caere's
designs or specifications; from modification of said products or from use of the
said products with products not supplied by HP. The foregoing states the entire
liability of HP for infringement of intellectual property rights by HP Products.

12.  TERM AND TERMINATION

     12.1  This Agreement shall be effective on the Effective Date and shall
continue in effect until February 15, 2000 provided, however, that HP may elect
to renew this Agreement for an additional [...***...] by providing Caere with
written notice of such election no later than [...***...] and paying to Caere
the additional royalties set forth in Section 7.1. In addition, HP may elect to
terminate this Agreement in the instances below. Termination by HP in accordance
with this Section shall release HP of any payment obligations due to Caere under
Section 7 that are due to Caere following the date of termination.

          A.   Upon ten (10) days written notice to Caere, in the event that 
               Caere materially fails to deliver the Programs in accordance with
               the Milestones set forth on Exhibit C; 

          B.   In the event that [...***...]. Notwithstanding the foregoing, the
               parties specifically agree that [...***...]. In the event that HP
               elects to terminate this Agreement as set forth herein, such 
               termination shall be effective [...***...] from the date of such 
               written notice. HP's failure to elect to terminate the Agreement 
               in accordance with this subsection within thirty (30) days of the
               [...***...] will be deemed a waiver of the termination right.

          C.   [...***...]. The parties agree that in no event shall 
               [...***...]. Termination hereunder shall be effective ninety (90)
               days following HP's written notice to terminate the Agreement in 
               accordance with this subsection. HP's failure to terminate the
               Agreement in accordance with this subsection within ninety (90)
               days of [...***...] shall be deemed a waiver of such termination 
               right.

                        *CONFIDENTIAL TREATMENT REQUESTED

<PAGE>



     In the event that HP terminates this Agreement in accordance with this
section 12.1, HP may continue to distribute its inventory of Programs for the
remainder of the quarter in which such date of termination occurs for Programs
that are reproduced and scheduled to ship with HP Products as of the date of
termination. Nothing herein is construed as extending the term of this
Agreement.

     12.2  The non-breaching party may terminate this Agreement by notice if
the other party breaches any provision of this Agreement and if such breach is
not cured within thirty (30) days of notice from the non-breaching party
advising of such breach.

     12.3  All obligations concerning confidentiality, Section 8.1.1.5,
indemnities, limitations of liability and all end user licenses shall survive
termination of this Agreement. Except for termination by Caere for cause or
termination by HP in accordance with Section 12.1, HP may continue to distribute
its inventory of Programs for [...***...] following the date of termination or
expiration of this Agreement [...***...] as of the date of termination or
expiration, provided that HP does not ship greater than [...***...] of the
previous quarter's shipments. HP shall not have any Program return rights upon
expiration or termination of this Agreement.


13.  LIMITATION OF LIABILITY

     13.1  EXCEPT TO THE EXTENT OF THE INDEMNIFICATION OR CONFIDENTIALITY
PROVISIONS ABOVE, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INCIDENTAL,
CONSEQUENTIAL OR SPECIAL DAMAGES (INCLUDING LOSS OF PROFITS) WHETHER BASED ON
CONTRACT, TORT, OR ANY OTHER LEGAL THEORY.

14.  MISCELLANEOUS PROVISIONS

     14.1  HP agrees not to export or re-export the software or any copy or
adaptation in violation of the U.S. Export Administration regulations or other
applicable regulation.

     14.2   Caere and HP are strictly independent contractors and shall so
represent themselves to third parties. Neither party has the right to bind the
other in any manner whatsoever and nothing in this Agreement shall be
interpreted to make either party the agent or legal representative of the other
or to make the parties joint venturers.

     14.3  Subject to Section 7.1, HP shall have the authority to market or not 
market the Programs as it deems appropriate. Nothing in this Agreement shall
be construed or interpreted as placing a "best efforts" standard upon HP with
respect to the marketing of any of the Programs.

     14.4  All notices required under this Agreement shall be in writing and
shall be considered given upon personal delivery, forty-eight (48) hours after
sending by air courier, or seventy-two (72) hours after deposit in the United
States Mail, certified mail return receipt requested or equivalent, addressed to
the appropriate Account Manager set forth in Exhibit F.

                       *CONFIDENTIAL TREATMENT REQUESTED

<PAGE>


     14.5  This Agreement shall be governed by and construed under the laws of
the State of California, excluding its conflicts of law principles. Any suit
hereunder shall be brought in the federal or state courts in Santa Clara County,
California and both parties submit to the jurisdiction thereof. The parties
hereby waive any constitutional, statutory, or common law right of trial by
jury.

     14.6  Caere agrees not to publicize or disclose to any third party
without the consent of HP the terms of this Agreement, provided, however, that
Caere may, without HP's consent, disclose the existence and general purpose of
the Agreement as well as the duration of the Agreement. Both parties agree to
provide the other party with a courtesy copy of any press release regarding this
Agreement ten (10) days prior to the scheduled release of such announcement.

     14.7  The headings of Sections of this Agreement are for reference only
and are not to be construed in any way as terms.

     14.8  Neither party may assign this Agreement in whole or in part
without the other party's prior written consent which consent shall not be
unreasonably withheld; provided, however, that subject to section 12.1 either
party may assign this Agreement and its right and obligations hereunder to a
third party in connection with a merger, consolidation, or sale of all, or
substantially all of its assets without the other parties prior written consent.

     14.9  A party's failure to exercise any of its rights hereunder shall not
constitute or be deemed a waiver or forfeiture of any such rights.

     14.10 This document represents the entire agreement between the parties
as to the matters set forth and integrates all prior discussions or
understandings between them to specifically include, but not be limited to, the
Current Agreements; provided, however, that the April 29, 1997 letter agreement
between HP and Caere regarding HP's provision of OmniPage Limited Edition
[...***...] as bundled with the OfficeJet 500 to [...***...] (the [...***...]
Letter") (copy attached as Exhibit H) shall survive termination of the Current
Agreements and be in effect for the duration of this Agreement. Royalties for
the OmniPage Limited Edition [...***...] copies provided under the [...***...]
letter shall be included in the royalty payments under this Agreement.

                       *CONFIDENTIAL TREATMENT REQUESTED

<PAGE>


     14.11 The invalidity or unenforceability of any term of this Agreement
shall not in any way affect the remaining terms which shall remain in full force
and effect and the parties will negotiate in good faith a substitute provision
which most nearly effects the parties intent in entering into this Agreement.

Agreed:

CAERE CORPORATION                            HEWLETT-PACKARD COMPANY



By: /s/ Blanche M. Sutter                    By: /s/ Rodney L. Wilson

Typed Name: Blanche M. Sutter                Typed Name: Rod Wilson

Title: CFO, Executive VP                     Title: Marketing Manager



<PAGE>

                                   EXHIBIT A

                                    PROGRAMS

1.   The Programs provided by Caere under this Agreement are as follows subject
to the Configuration restrictions set forth below:

     1.   OmniPage Lite - [...***...] Inc. for distribution by HP with HP
          Products.

     2.   OmniPage Limited Edition [...***...] and any greater version of
          OmniPage Limited Edition provided in accordance with Section 1.3(a).

     3.   The Caere OCR engine currently known as [...***...] with [...***...]. 
          This Program, when incorporated into the HP Product known as 
          [...***...] may be referred to in this Agreement as the [...***...]
          OCR Engine.

     4.   The Recognita OCR engine currently known as [...***...] This Program, 
          when incorporated into the HP Product known as [...***...], may be 
          referred to in this Agreement as the [...***...] OCR Engine.

     5.   The Caere document management program currently under development
          known as [...***...].

     6.   The Caere document management program currently under development
          known as [...***...].

     7.   A [...***...] version of OmniPage Pro as incorporated into [...***...]
          or on a [...***...].

     8.   Recognita Select 2.0A

Configurations

     The royalty payments set forth in Section 7 include, at no additional cost,
[...***...] Program Configurations for each Program.

     A "Configuration" shall mean any special version of a Program that requires
that a new set of masters be created. For example, a Configuration would
include, but not be limited to, inclusion of a special driver, modifications,
other than translation, to a Program as a result of the addition of a new
language version, or floppy disk fulfillment. A Configuration would not include
Enhancements or Error Corrections. Translations of Programs for additional
Western European languages other than those listed in the Specifications
("Translations") may be requested as set forth below. Fees for Translations
[...***...]. Additional language localizations outside of Western European
languages may be available from CAERE on mutually agreeable terms.

                       *CONFIDENTIAL TREATMENT REQUESTED

<PAGE>


     Configurations in addition to those provided above for the Programs and
Translations may be requested by HP and, subject to Caere's acceptance of the
request which shall not be unreasonably withheld, shall be available to HP for a
non-refundable NRE of [...***...] or [...***...] due within [...***...] of
Caere's written acceptance of such request. Delivery dates for such additional
Configurations or Translations shall be as mutually agreed upon by the parties.
Additional Configurations or Translations shall be acceptance tested in
accordance with Section 4.1 and shall be considered "Programs" under this
Agreement following acceptance by HP.
   
     As of the Effective Date of this Agreement, HP has requested the following
Translations, as provided for above, for the [...***...] Program for the NREs
outlined below:
                Translation                               NRE

                [...***...]                           [...***...]



     "Estimate" NREs are provided for informational purposes only and are
subject to change based upon Caere's actual cost for such Translations.

     Delivery dates for the above Translations are provided for in the Project
Schedule outlined in the Document Management Specifications on Exhibit B.



                       *CONFIDENTIAL TREATMENT REQUESTED

<PAGE>





     Caere shall deliver to HP gold master diskettes or CD-ROMs of the Programs
in accordance with the Milestones set forth on Exhibit C, or, as applicable,
with the Project Schedules as outlined on Exhibit B, sufficient to allow HP to
manufacture the Programs in the following specified languages and platforms:
<TABLE>
<CAPTION>

          Programs                      UI Languages                         OCR Language                     OS
<S> <C>                          <C>                           <C>                                       <C>   

1.  OmniPage Lite                            N/A                  U.S. English, Brazilian Portuguese,    Win 3.1 & 95
                                                                 U.K. English, Danish, Dutch, Finnish,
                                                                  French, German, Italian, Norwegian,
                                                                     Portuguese, Spanish, Swedish

2.  OmniPage Limited Edition      English, French, Italian,       U.S. English, Brazilian Portuguese,     Win 3.1 &
[...***...]                      German, Spanish, Brazilian      U.K. English, Danish, Dutch, Finnish,    95, NT 4.0
                                      Portuguese, Dutch           French, German, Italian, Norwegian,
                                                                     Portuguese, Spanish, Swedish

3.  [...***...] Engine                       N/A                   English, French, Italian, German,      Win 95, NT
                                                                 Spanish, Brazilian Portuguese, Dutch        4.0

4.  [...***...]                   English, French, Italian,                       N/A                     Win 95, NT
                                       German, Spanish                                                       4.0

5.  [...***...]                   English, French, Italian,       U.S. English, Brazilian Portuguese,     Win 95, NT
                                       German, Spanish           U.K. English, Danish, Dutch, Finnish,       4.0
                                                                  French, German, Italian, Norwegian,
                                                                     Portuguese, Spanish, Swedish

6.  OmniPage Pro 8.0                       English                U.S. English, Brazilian Portuguese,     Win 95, NT
[...***...]                                                      U.K. English, Danish, Dutch, Finnish,       4.0
                                                                  French, German, Italian, Norwegian,
                                                                     Portuguese, Spanish, Swedish
</TABLE>

                       *CONFIDENTIAL TREATMENT REQUESTED


<PAGE>


<TABLE>
<CAPTION>

                   Programs                    OCR Language                                OS
<S> <C>                         <C>                                                   <C>    

7.  Recognita Select 2.0A       Albanian, Croatian, Czech, Danish, Dutch              Win 3.1 & 95, 
                                Esperanto, Finnish                                        NT 4.0
                                French, German, Greek, Hungarian
                                Icelandic, Italian
                                Norwegian, Polish
                                Portuguese, Romanian
                                Slovak, Spanish, Swedish, Sloven, Turkish

8.  Recognita [...***...]       Albanian, Croatian, Czech, Danish, Dutch,            Win 3.1 & 95, 
                                Esperanto, Finnish, French, German, Greek,                NT 4.0
                                Hungarian, Icelandic, Italian, Norwegian,
                                Polish, Portuguese, Romanian, Slovak,
                                Spanish, Swedish, Sloven, Turkish

</TABLE>

                       *CONFIDENTIAL TREATMENT REQUESTED
<PAGE>


                                    EXHIBIT B

                    PROGRAM SPECIFICATIONS AND DOCUMENTATION



--------------------------------------------------------------------------------
                            OmniPage Limited Edition
                                   for Windows
                                  Specification
--------------------------------------------------------------------------------
  Introduction
--------------------------------------------------------------------------------

     The HP project names are as follows

     [...***...]

     The stand-alone OCR package is referred to herein as "OmniPage Limited
     Edition [...***...] (OPLE[...***...]) until Caere proposes another product
     or project name.

     [...***...]

1.   PC OCR Specification Requirements:

     2.   OCR Engine Requirements:

     [...***...]

     One version of OPLE [...***...] will include the [...***...] OCR engine,
          which is used in WordScan Plus 4.0/4.01, but without the Language
          Analyst. The [...***...] OCR engine replaces the Deimos (WordScan
          3.0/3.1) OCR engine used in OmniPage Limited Edition [...***...].

     3.   HP ScanJet Scanner Requirements:

     [...***...]

     4.   Other HP Multifunction Peripheral Requirements:

     [...***...]


                       *CONFIDENTIAL TREATMENT REQUESTED

<PAGE>

 5.   OCR Upgrade Path Requirements:

     [...***...]

     6.   [...***...] Alliance Desktop Requirements:

     [...***...]

     7.   HP [...***...] Software Requirements:

     [...***...]

     8.   [...***...] Software Requirements:

     [...***...]

     9.   OCRAware Requirements:

     [...***...]

     10.  Import File Format Requirements:

     [...***...]

     11.  Export File Format Requirements:

     [...***...]

     12.  Operating System Requirements:

     Compatible with the following operating systems:

     Windows 3.1

     Windows for Workgroups 3.11

     Windows '95

     Windows NT 3.51

     Windows NT 4.0 with Win '95 shell (if available)

                       *CONFIDENTIAL TREATMENT REQUESTED

<PAGE>


     13.  Documentation Requirements

     Separate hardcopy manual (similar to OmniPage Limited Edition [...***...]) 
          with explanations of OCR package/user flows, customer support 
          information, and troubleshooting. HP will consider an OPLE [...***...]
          card in place of a separate manual. If HP requests an OPLE [...***...]
          card, HP will a review of the content outline for the card before 
          final approval. Final approval of a card will be a mutual decision
          by Caere and HP, such approval not to be unreasonably withheld.

     ReadMe file, software license agreement, and online help that functions
          without material errors on Windows 3.1, Windows 3.11, Windows `95,
          Windows NT 3.51, and Windows NT 4.0. Drop dead dates for all 
          documentation (hardcopy and online) will be provided in the overall 
          project schedule.

     All documentation will be localized in the languages specified in the 
          Languages and Platform table set forth above.

          HP has the option to receive the OCR manual, license agreement and any
          other Caere-provided documentation in an appropriate PC file format 
          (e.g., RTF, Adobe Acrobat) so that they can be included in 
          HP-developed documentation (i.e. a CD-ROM).

     As they become known to Caere, Caere will provide a summary of any OCR
          performance issues that should be addressed for HP customers in
          HP-developed documentation.

     14.  Installation Requirements

     Caere will provide an on-line license agreement for both CD-ROM and 
          magnetic products.

          Caere will provide access to OCR installer, so that HP [...***...] can
          install the OCR software as part of its installation, but using OCR 
          software's installer and a single-media installation from CD-ROM.

          Caere will provide a version of the Installer that can be called from
          the [...***...] installer, install from CD-ROM, and return control to 
          our installer on completion (i.e. No restart windows after install).

     Caere will provide a version of the Installer that can be [...***...]
          install from CD-ROM or floppy disks, and [...***...] (i.e. No restart 
          windows after install).

     15.  Defect Fixes Requirements

              [...***...]

                       *CONFIDENTIAL TREATMENT REQUESTED

<PAGE>

     16.  Testing Requirements

     a.   Test Pages

          [...***...]

     Test page composition will include the following:
     
          [...***...]

     b.   Test Installation

          [...***...]

     c.   Test minimum systems w/OCRAware configurations

          [...***...]

     d.   Test Scanner Configurations

          [...***...]

     f.   Test Target Systems/Configurations


     Test with the following system:
          [...***...]

     17.  PC OCR Deliverables (From Caere to HP)

     The following is required from Caere:

     Copy of Caere's test plan

     Description of test script coverage i.e. what each test script is testing

     Each software release to HP will include the following documents:

          [...***...]

          Test Script status report containing the following information:

          [...***...]


                       *CONFIDENTIAL TREATMENT REQUESTED
<PAGE>

     18. PC OCR Schedule

     Within the following schedule, "ScanJets" refers to the [...***...].

     Specification - COMPLETE

     TWAIN data source available

          for TWAIN data source for [...***...] - COMPLETE

          for TWAIN data source for [...***...] - COMPLETE

     First Alpha available (no critical install defects for all supported OS; 
          can run application and review UI and features)

          for [...***...] - COMPLETE

          for [...***...] - COMPLETE

     Alpha complete/First Beta (functional complete; all features in and 
          testable; user interface and features frozen; no critical bugs
          during main user flow (e.g. scan, OCR, save to file, open file with 
          target application); robust enough to do training and demoing.

               for ScanJets (EFIGS + Port.-Dutch, Nordic) - COMPLETE

               for OfficeJet (English) - COMPLETE

               for [...***...] (English) for beta site testing - installer 
                    requirements met - COMPLETE

     English + International Beta Complete/ Gamma (Release Candidate) available 
          for HP to test (all Caere testing complete; feedback from Caere beta 
          sites reported to HP; all bugs resolved)

               for ScanJets (Port.-Dutch, Nordic) - COMPLETE

               for ScanJets (E) - COMPLETE
          
               for ScanJets (FIGS) - COMPLETE

               for OfficeJet for US English; Other international languages TBD -
                    COMPLETE

               for [...***...] - COMPLETE

     English + International Gamma Complete / Release to Manufacturing
          (acceptance criteria handshake with HP)

                       *CONFIDENTIAL TREATMENT REQUESTED
<PAGE>


               for ScanJets (English) - COMPLETE
     
               for ScanJets (FIGS + Port.-Dutch, Nordic) - COMPLETE

               for OfficeJet for US English; Other international languages TBD -
                    COMPLETE

               for [...***...] - COMPLETE

     Caere receives forecasts and orders

               for ScanJets - COMPLETE

               for OfficeJet - COMPLETE

               for [...***...]- COMPLETE

     English and international products available in quantity to ship to 
          distribution centers

               for ScanJets - COMPLETE

               for OfficeJet (English); Other international languages TBD -
                    COMPLETE

               for [...***...] - COMPLETE

     Product available for inclusion on HP Flite II CD-ROM:

               for U.S. English version - COMPLETE
     
               All other language versions TBD

     Distribution Centers receive English and international products

               for ScanJets - COMPLETE

               for OfficeJet (English); Other international languages TBD - 
                    COMPLETE

               for [...***...] - COMPLETE

     Products available at distribution centers, ready for orders

               for ScanJets - COMPLETE

               for OfficeJet (English); Other international languages TBD - 
                    COMPLETE

                       *CONFIDENTIAL TREATMENT REQUESTED

<PAGE>

---------------------------------------------------------------------------
                               Document Management
                                   for Windows
                                  Specification
--------------------------------------------------------------------------------
Introduction
--------------------------------------------------------------------------------

          Unless otherwise noted, the document management software will
support the [...***...].

          The HP project name [...***...].

          [...***...]



--------------------------------------------------------------------------------
1.   PC Document Management Software Requirements
--------------------------------------------------------------------------------

2.   Upgrade Path Requirements

          [...***...]

3.   Connectivity Requirements

          4.   HP Software Connectivity

          The document management software will work with HP scanning software,
          including the following functions:

          [...***...]

               [...***...]


                       *CONFIDENTIAL TREATMENT REQUESTED

<PAGE>

          5.   TWAIN

          The document management software will be Twain 1.6 compliant 
               [...***...] and TWAIN 1.7 compliant[...***...]. It will run
               successfully with the HP TWAIN 1.6 or 1.7 compliant data source.

          The document management software will offer the user the following
               choices of bit depths and colors:

               [...***...]

          6.   HP Button Manager

               [...***...]

          7.   Faxing Requirements

               [...***...]

          8.   Email Requirements

               [...***...]

          9.   OCR-Dependant Link Requirements [...***...]

               [...***...]

               [...***...]

10.  Annotation and Keyword Requirements

              [...***...]

11.  Document Storage Requirements

              [...***...]

12.  Document Retrieval Requirements

              [...***...]

13.  Printing Requirements

              [...***...]


                       *CONFIDENTIAL TREATMENT REQUESTED

<PAGE>

14.  Export File Format Requirements (for Supported Application Links)

              [...***...]

15.  Import File Format Requirements

              [...***...]

16.  Hardware and Operating System Requirements

              17.   Hardware Platforms

              [...***...]

              18.   Operating System Requirements

              The document management software will be a 32 bit application that
              is compatible with the following operating systems/file systems:

              [...***...]

              19.   Minimum Systems Configurations

              [...***...]

              20.   Target System Configurations

              [...***...]

21.  Localization Requirements

              [...***...]

              [...***...]

22.  Electronic Documentation Requirements

              [...***...]

23.  Installation Requirements

              [...***...]

              [...***...]


                       *CONFIDENTIAL TREATMENT REQUESTED

<PAGE>

24.  Defect Fixes Requirements

          Include any fixes/changes that have been released in the OEM and
               off-the-shelf version of the document management software.

          If the document management software is based on a current shipping OEM
               or retail version that HP is already shipping, the Vendor will
               address mutually agreed upon customer problems found by HP and 
               vendor since previous versions of the document management 
               software have been released.

          If the document management software is based on a current shipping OEM
               or retail version, the Vendor will review and fix all Serious and
               Critical defects not fixed in the current version of the document
               management software.

25.  Testing Requirements

     The Vendor will test the document management software (English and
     localized versions) on both minimum and target system configurations in all
     localized OS languages as specified by HP in this specification.

     26.  Test Pages

     a.   Test pages size and orientation:

          [...***...]

          multi-column 8 1/2 x 11 pages (both landscape and portrait 
               orientation)

          [...***...]

     27.  Test Installation

          [...***...]

     28.  Test Scanner Configurations

          [...***...]

                       *CONFIDENTIAL TREATMENT REQUESTED

<PAGE>

     29.  Test Target Systems/Configurations


     In addition to the minimum and target configurations described earlier, 
     the document management software Vendor will test with the following 
     hardware (hardware obtained by document managed software Vendor): 
     [...***...]

30.  Deliverables (From Vendor to HP)

          The following is required from the Vendor:

          Copy of Vendor's test plan

          Description of test script coverage i.e. what each test script is 
               testing

               [...***...]

               [...***...]

31.  Document Management Software Specification Schedule:

          [...***...]

32.  Schedule

          Project Schedules Definitions

          [...***...]

          [...***...]

          [...***...]

          [...***...]

33.  Appendix A -- Acceptance Criteria

[...***...]


                       *CONFIDENTIAL TREATMENT REQUESTED
<PAGE>



                    Requirements and Interface Specification
              For Caere [...***...] OCR Engine Integration into HP
                                    Solutions
                          Last Update: 19 December 1997
                                   Version 1.4

                 [...***...]
--------------------------------------------------------------------------------
Scope
--------------------------------------------------------------------------------

Identification

This document specifies HP's requirements that Caere [...***...] OCR engine must
meet in order to be [...***...] into HP scanning solutions.


Document Overview

This document briefly describes the context of how OCR is to be [...***...] into
the HP scanning solution, and it lists the requirements placed on the Caere
[...***...] OCR engine.


Caere [...***...] OCR Engine Integration Overview

Caere will provide HP with the [...***...] OCR engine executable, plus any other
necessary libraries and data files in order to support the [...***...] engine
[...***...] into the HP scanning solution. HP is responsible for providing a
piece of source code and documentation to enable Caere to integrate the
[...***...] OCR engine into the HP scanning solution. The [...***...] OCR engine
remains a [...***...].

                       *CONFIDENTIAL TREATMENT REQUESTED
<PAGE>



Caere Accord OCR Engine and Associated File

Specifically, the OCR engine and associated files that HP will have the rights
to license and utilize within their scanning solutions are:

[...***...]
[...***...]
[...***...]
[...***...]


Caere [...***...] OCR Engine Requirements

This section defines the minimum features and functionality that the Caere
[...***...] OCR engine must provide in order for it to be usable by HP scanning
solutions.


System Compatibility

[...***...]


                       *CONFIDENTIAL TREATMENT REQUESTED
<PAGE>




Image Input

The Accord engine must accept images [...***...]. These images will have the
following characteristics:

              [...***...]


Image Processing

[...***...]

Zoning

[...***...]

Progress Monitor and Timeouts

[...***...]

Recognition Output

         [...***...]


Error Messages and Windows

[...***...]

[...***...]

Pop-Up Verifiers

[...***...]

                       *CONFIDENTIAL TREATMENT REQUESTED
<PAGE>


Dictionaries and Languages

--------------------------------------------------------------------------------
  [...***...]
--------------------------------------------------------------------------------

Testing and Qualification

HP will verify the Caere OCR toolkits and [...***...] OCR engine executables and
associated files submitted to be shipped with the HP scanning solutions. Caere
has primary responsibility for testing to ensure that the code and OCR engine
delivered to HP is fully functional and as defect-free as possible.

[...***...]

Performance, Memory and Disk Space

[...***...]

Accuracy and Speed

[...***...]

Reliability

The [...***...] must not crash, get stuck in an infinite loop or show other
critical or serious defects. Such defects must be fixed prior to being shipped
as a part of the HP scanning solution.


Hardware Requirements

Standard 486, Pentium and Pentium Pro PCs...............Must


Operating System Requirements

Windows NT 4.0, 5.0*....................................Must 
Windows 95..............................................Must
Windows '98*............................................Must

* Support for these operating systems is required as Windows 98 and Windows NT
5.0 are released from Microsoft to manufacturing. Best efforts for development
and testing will be made on beta versions of these operating systems as mutually
agreed upon between HP and Caere.

                       *CONFIDENTIAL TREATMENT REQUESTED

<PAGE>


<TABLE>

                                    EXHIBIT C

                               DELIVERY MILESTONES


<CAPTION>

       Program                Alpha 1                 Beta 1                    RC 1                Gold Acceptance
       -------                -------                 ------                    ----                ---------------
     <S>                    <C>                     <C>                      <C>                      <C>    <C>    <C>

     [...***...]            [...***...]             [...***...]              [...***...]              [...***...]


</TABLE>






                       *CONFIDENTIAL TREATMENT REQUESTED

<PAGE>



                                    EXHIBIT D

                            STANDARD SUPPORT PROGRAM

                         Caere Support Program Overview
                                  U.S. & Canada

Caere is committed to providing customers with high quality, timely technical
support, with options to meet a wide range of customer needs. Beginning October
1, 1995, Caere will introduce a `Pay For Support' plan for customers using
current Caere Office products including OmniPage, OmniPage Direct, OmniPage Pro,
OmniScan, OmniForm, PageKeeper, WordScan and WordScan Plus, while maintaining a
variety of free support services. `Pay For Support' will give you the option of
speaking to a Technical Support Representative, while our free support options
such as BBS, Internet Web Page, and Automated Fax System give you access to the
most up-to-date technical facts available on Caere products. Caere retains the
right, in its sole discretion, and at any time without notice, to add, delete or
modify any of the support programs described herein.

Free Support

In addition to one (1) free technical support credit good for one (1) technical
support incident, Caere offers other alternatives to finding the solution to
your question.

Fax Response Service: (408) 354-8471 This service is available 24 hours a day.
It allows users to call and request information via automated fax. The
system contains two types of documents; marketing literature, and support
documentation. The support documentation is a compilation of the most commonly
asked questions regarding Caere products.

Download Service (BBS): (408) 395-1631 This service is available 24 hours a
day. It allows users to download the latest patches and interim releases of
Caere products. (8 bits, no parity, 1 stop bit)

Internet Home Page: www.caere.com This service is available 24 hours a day.
The support section contains a list of all known issues regarding Caere products
and also provides answers to common questions about Caere products.

Training Video

A training video is currently available for OmniPage Pro. The video can be
purchased for $19.95 + S&H by calling (800) 535-7226

Phone Support

(408 ) 395-8319 In order to use the support phone line, you will need technical
support credits. All Caere products ship with one (1) technical support credit.
OmniPage Pro and WordScan Plus ship with two (2) support credits. The technician
answering the call will not use your credit if the issue which you are calling
about is a known or documented problem with the software that does not have a
fix. After you have used your free credit, you will have the option of buying
additional credits as follows:


                       *CONFIDENTIAL TREATMENT REQUESTED
<PAGE>



                                        



1 credit          US$25
5 credits         US$100
10 credits        US$175

Callers must have their serial number available when calling for support. Phone
support is available Monday, Tuesday, Thursday and Friday from 6:00AM - 5:00PM
Pacific Standard Time and Wednesday from 7:00 AM to 2:00 PM Pacific Standard
Time.

Support Contract

Exclusively available for companies with volume purchase agreements of 
[...***...].


                         Caere Support Program Overview
                     Countries Other than the U.S. or Canada

Caere is committed to providing customers with high quality, timely technical
support, with options to meet a wide range of customer needs. Calling our
European Support Center(s) allows you to speak to a Technical Support
Representative, while our alternative support options such as BBS, Internet Web
Page, and Automated Fax System give you access to the most up-to-date technical
facts available on Caere products. Caere retains the right, in its sole
discretion, and at any time without notice, to add, delete or modify any of the
support programs described herein.

Fax Response Service: (408) 354-8471 This service is available 24 hours a day.
It allows users to call and request information via automated fax. The system
contains two types of documents; marketing literature, and support
documentation. The support documentation is a compilation of the most commonly
asked questions regarding Caere products.

Download Service (BBS): (408) 395-1631 This service is available 24 hours a day.
It allows users to download the latest patches and interim releases of Caere
products. (8 bits, no parity, 1 stop bit) Local numbers may be available -
Please refer to list appearing under Phone Support section.

Internet Home Page: www.caere.com This service is available 24 hours a day. The
support section contains a list of all known issues regarding Caere products and
also provides answers to common questions about Caere products.

Phone Support

Phone support can be gained by calling the following numbers. Please note that
phone numbers are subject to change without notice and that Caere reserves the
right, in its sole discretion at any time without notice, to modify the phone
support program to a "pay for support" format.

------------------------------------------------------------------
Benelux Countries             Phone:   (49) (0) 180-523-5282
Austria, Switzerland,         Fax:     (49) (0) 180-523-5312
Netherlands, Germany
------------------------------------------------------------------

Callers must have their serial number available when calling for support.

                       *CONFIDENTIAL TREATMENT REQUESTED

<PAGE>



Support Contract

Exclusively available for companies with volume purchase agreements of
[...***...].


Representatives of HP and CAERE shall meet once per quarter during the term of
this Agreement to review and discuss issues relating to End User support.

                        *CONFIDENTIAL TREATMENT REQUESTED


<PAGE>



                                    EXHIBIT E

                              INDEMNIFIED COUNTRIES


Australia
New Zealand
Singapore
Malaysia
Japan
Taiwan
South Korea
USA
Canada
Switzerland
Norway
Hungary
Russia
Turkey
Poland
Czech Republic
South Africa
Israel
Mexico
Brazil

and the European Community, which includes the following countries:

The Netherlands
Austria
Belgium
Denmark
Finland
France
Germany
Greece
Ireland
Italy
Luxembourg
Portugal
Spain
Sweden
United Kingdom


                       *CONFIDENTIAL TREATMENT REQUESTED

<PAGE>



                                        
                                    EXHIBIT F

                                ACCOUNT MANAGERS



Caere                                                        HP

[...***...]
[...***...]

                       *CONFIDENTIAL TREATMENT REQUESTED


<PAGE>




                                    EXHIBIT G

                              MARKETING GUIDELINES

The parties agree that [...***...] where bundled with HP Products and Program
upgrades to End Users to include the following:

     1.   [...***...]. Caere will provide such information [...***...].  
[...***...].  HP shall [...***...] in the event [...***...] is not available.

     2.   HP shall bundle [...***...], is bundled. Bundling of [...***...]
shall be performed in accordance with the guidelines set forth on Addendum 1 to
this exhibit, provided, however, that the parties [...***...].  The content of 
[...***...] shall not [...***...] when integrated on [...***...].

     3.   [...***...] of the HP Products. [...***...] shall be the
default in the event that [...***...].  For HP Products [...***...].

     4.   [...***...], HP will [...***...] for HP Products with which a Program 
is bundled [...***...]. This requirement will only apply for [...***...] in 
accordance with HP's standard procedures. Caere shall provide [...***...].

     5.   HP will [...***...] when referencing the Programs.

     6.   HP shall [...***...] and shall [...***...].

                       *CONFIDENTIAL TREATMENT REQUESTED

<PAGE>


                                      

                                  ADDENDUM 1 TO
                                    EXHIBIT G

                                   [...***...]

1.   Description - [...***...]


2.   Manufacture - HP may elect either of the following options regarding
     manufacture of the [...***...]:

     a.   [...***...]

     b.   Upon [...***...] days written notice to Caere, HP may elect to order
          the [...***...] from Caere in accordance with Section 7 of this 
          Addendum. In the event that HP elects to order [...***...] from Caere 
          as set forth herein, HP shall pay to Caere[...***...], such payment
          due and payable to Caere within [...***...] of the end of each 
          calendar month during the term of this Agreement. [...***...] as used
          herein shall have the meaning ascribed to it in Section 6.2 of the 
          Agreement.

3.   Delivery - CAERE shall deliver a copy of the final version of the CD to HP
     for quality control testing no later than [...***...] prior to the release
     to manufacturing date of an HP Product. Prior to such delivery to HP,
     CAERE will test the CD to ensure that the CD, when executed on the HP
     Products, substantially conforms to the CD's specifications as set forth
     in the documentation accompanying the CD. HP shall have [...***...] from
     the date on which CAERE delivers the CD to HP to determine that the CD
     substantially conforms to the specifications contained in the documentation
     accompanying the CD. Within such period, HP shall provide CAERE with either
     a written acceptance of the CD or a written statement of any errors to be 
     corrected. The CD will be deemed to have been accepted by HP if CAERE does 
     not receive such written acceptance or statement of errors within such 
     [...***...]period. In the event that HP delivers a statement of errors in 
     accordance with this Section, CAERE shall use its commercially reasonable 
     efforts to correct any errors and redeliver the CD to HP. In the event 
     CAERE redelivers a corrected CD in accordance with this section HP shall 
     have [...***...] to test such corrected CD to determine that the corrected 
     CD substantially conforms to the specifications set forth in the CD's 
     accompanying documentation. At the end of such [...***...] testing period,
     HP shall either provide CAERE with a written acceptance of the redelivered
     CD or a detailed written statement of errors. Such redelivered version 
     shall be deemed accepted by HP if CAERE does not receive written acceptance
     or a statement of errors within such [...***...]. In the event that a 
     written statement of errors is delivered to CAERE for the CD following such
     redelivery, CAERE shall continue to use its commercially reasonable efforts
     to correct such errors. This process of testing and redelivering the CD as 
     set forth herein shall continue until the earlier of [...***...] or until
     HP accepts such redelivered CD. If HP has not accepted the CD within such
     timeframe, HP may ship HP Products without bundling the CD; provided,
     however, that HP and CAERE shall continue to work together to correct any 
     errors in the CD and HP shall bundle the CD with HP Products as set forth 
     in this Addendum when any such errors have been corrected.


                       *CONFIDENTIAL TREATMENT REQUESTED

<PAGE>

4.   Languages - The CD shall be available in the following languages:

               English
               International English
               French
               Italian
               German
               Spanish

5.   Schedule - Except as set forth herein, HP will begin the process of
     bundling the [...***...] with HP Products immediately following the
     Effective Date, however HP need not bundle the [...***...] with the
     LaserJet Companion. Notwithstanding the foregoing, for any newly
     introduced HP Product, HP shall bundle the [...***...] with such new HP
     Product as soon as commercially possible but in no event later than sixty
     (60) days following the first commercial shipment of such new HP Product.

6.   Availability - CAERE may, in its discretion, cease making the [...***...]
     available for distribution upon [...***...] days prior written notice to 
     HP.

7.   Ordering -

     a.   Concurrent with HP's notice of its intent to order [...***...] from 
          Caere, HP will provide CAERE with a written fixed, non-binding 
          forecast of the number of HP Products with which HP intends to bundle 
          [...***...] that HP plans to distribute in the six (6) month period 
          following the date of such notice.  HP will continue to provide three 
          (3) month written rolling forecasts within twenty (20) days of the end
          of each month for as long as HP elects to order [...***...] from 
          Caere. Forecasts called for in this section shall be broken down by 
          languages.  In addition, HP shall provide to CAERE within twenty (20) 
          days of the end of each calendar quarter during the term of this
          Agreement, a written statement indicating the number of [...***...]
          manufactured and distributed by HP.  Such report shall be broken down 
          by HP Division and Language version.

     b.   CD orders shall be initiated by a written or electronic order 
          (collectively "Order") issued to CAERE by HP and each Order shall be 
          for a minimum of 1000 copies of the CD. Orders placed by HP shall have
          a minimum lead time of three weeks to the shipment date after receipt 
          of the Order by CAERE. Each Order shall specify the date on which the
          CD must be shipped by CAERE. HP may schedule regular intervals for 
          shipment by an appropriate Order setting forth the intervals. An Order
          shall be deemed to have been placed as of the date of receipt of the 
          Order by CAERE. Once an Order has been placed with CAERE, such Order 
          may not be canceled by HP.  HP shall have no CD return rights during 
          the term of this Agreement or upon termination of this Agreement. This
          Agreement shall govern and control in the event that any HP purchase 
          order contains different or conflicting terms from those contained in
          the Agreement. HP shall specify the method of shipment for Orders. If
          CAERE ships any CD Order by a method other than as specified by HP,
          CAERE shall pay any resulting increase in the cost of freight. Title
          and risk of loss shall be with HP upon Caere's delivery to a common 
          carrier. CAERE shall be liable for any loss or damage due to Caere's 
          failure to properly preserve or handle CD Orders. All shipments shall 
          [...***...] HP may utilize drop shipment options to any designation 
          specified by HP. Each shipment to HP shall include a packing list 
          which contains at least:

                       *CONFIDENTIAL TREATMENT REQUESTED

<PAGE>

                              1. CAERE Company  name; 
                              2. The Order  number;  
                              3. CD name;  
                              4. HP designated Product number;
                              5. The quantity of CDs shipped; and 
                              6. The date of shipment.

     c.   The part number of the package shall include an HP part number in
          both bar code format (bar code 3 of 9) and human readable format
          with the CD name, HP part number, language and date of manufacture
          below the bar code. Packages shipped bulk shall not be aggregated
          into individual cartons weighing over 35 pounds. The Master carton
          shall have a label stating CD name, HP part number, language version, 
          quantity and date of manufacture.

     d.   In no event shall HP be prohibited from shipping HP Products due to 
          the inability of CAERE to fill Orders.

8.   Support - CAERE shall provide support for the CD directly to End Users in
     accordance with the documentation accompanying the CD. CAERE will provide
     support to HP for the CD in accordance with Section 8.1.1 of this
     Agreement.

9.   Marketing - For those [...***...]purchased from Caere and those 
     [...***...] manufactured by HP that contain only Caere software, such CD 
     shall contain marketing messaging similar to CAERE ads and data sheets
     that CAERE uses to market its other OCR products.  Such marketing messaging
     will be designed to tout the benefits of optical character recognition to
     End Users.

                       *CONFIDENTIAL TREATMENT REQUESTED


<PAGE>



                                    EXHIBIT H

                                   [...***...]

                       *CONFIDENTIAL TREATMENT REQUESTED