CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS,
HAS  BEEN  OMITTED  AND  FILED  SEPARATELY  WITH  THE  SECURITIES  AND  EXCHANGE
COMMISSION  PURSUANT TO RULE 24B-2 OF THE  SECURITIES  EXCHANGE ACT OF 1934,  AS
AMENDED.


                                                                    Exhibit 10.8

                               ADOBE CONFIDENTIAL



                            POSTSCRIPT SUPPORT SOURCE
                          AND OBJECT CODE DISTRIBUTION
                                LICENSE AGREEMENT

                                     BETWEEN

                           ADOBE SYSTEMS INCORPORATED

                                       AND

                      ELECTRONICS FOR IMAGING INCORPORATED

                         Dated as of September 12, 1995


<PAGE>


                               TABLE OF CONTENTS

                                                                            Page

RECITALS ..................................................................   1.

AGREEMENT .................................................................   1.

1.   DEFINITIONS ..........................................................   1.
     1.1  "Adobe Deliverables" ............................................   1.
     1.2  "Adobe Screening Test Suite" ....................................   1.
     1.3  "Adobe Software" ................................................   1.
          1.3.1     "Abode Source" ........................................   1.
     1.4  "Adobe Support Information" .....................................   2.
     1.5  "Adobe Trademarks" ..............................................   2.
     1.6  "Bitmap Font" ...................................................   2.
     1.7  "Confidentiality Agreement" .....................................   2.
     1.8  "Clone Product" .................................................   2.
     1.9  "Development Site" ..............................................   2.
     1.10 "EFI Hardware Product" ..........................................   2.
     1.11 "EFI Modifications" .............................................   2.
          1.12.1    "Major Revisions to EFI Standard Controller" ..........   2.
          1.12.2    "Major Revisions to EFI Standard Controller" ..........   3.
     1.13 "End User" ......................................................   3.
     1.14 "Error" .........................................................   3.
     1.15 "First Commercial Shipment" .....................................   3.
     1.16 "Font Programs" .................................................   3.
          1.16.1    "Initial Installation Font Programs" ..................   3.
          1.16.2    "Additional Font Programs" ............................   3.
          1.16.3    "Other Font Programs" .................................   3.
     1.17 "Licensed Systems" ..............................................   3.
          1.17.1    "Licensed System Appendix" ............................   3.
     1.18 "PostScript Language Specification" .............................   4.
     1.19 "PostScript Language Specification Addendum" ....................   4.
     1.20 "PPD File" ......................................................   4.
     1.21 "Reference Port" ................................................   4.
          1.21.1    "Reference Port Support Source" .......................   4.
          1.21.2    "Reference Port Appendix" .............................   4.
          1.21.3    "Reference System" ....................................   4.
          1.21.4    "Unmodified Core" .....................................   4.
     1.22 "Reproduction Site" .............................................   5.
     1.23 "Revised Software" ..............................................   5.
          1.23.1    "Revised Support Software" ............................   5.
          1.23.2    "Revised Object" ......................................   5.
     1.24 "Subsidiary" ....................................................   5.

                                       i.

<PAGE>


                               TABLE OF CONTENTS
                                  (continued)

                                                                            Page
                                                                            ----

     1.25 "Technical Coordinator" .........................................   5.
     1.26 "Typeface" ......................................................   5.
     1.27 "Typeface Trademarks" ...........................................   5.
     1.28 "Update" ........................................................   5.
     1.29 "Upgrade" .......................................................   6.

2.   SCOPE OF EFI'S LICENSES ..............................................   6.
     2.1  License to Use Reference Port Support Source and Adobe Support
          Information .....................................................   6.
     2.2  License to Sublicense Certain Software ..........................   6.
          2.2.1     Revised Object ........................................   6.
          2.2.2     Font Programs .........................................   6.
     2.3  PPD File License ................................................   7.
     2.4  PostScript Language Specification ...............................   7.
          2.4.1     Addison-Wesley ........................................   7.
          2.4.2     License Grant .........................................   7.
          2.4.3     Right to Sublicense ...................................   8.
          2.4.4     Proprietary Rights With Respect to PostScript Language
                    Specification .........................................   8.
     2.5  PostScript Language Specification Addendum License ..............   8.
     2.6  Limitations on License to EFI ...................................   9.
          2.6.1     No Right to Sublicense ................................   9.
          2.6.2     Changes to the Adobe Software .........................   9.
          2.6.3     EFI Modifications .....................................   9.
     2.7  End User License ................................................   9.
     2.8  No Other Rights .................................................   9.
     2.9  Subsidiaries and Contractors ....................................  10.

3.   SCOPE OF ADOBE'S LICENSES ............................................  10.
     3.1  License to EFI Revised Support Software .........................  10.
     3.2  PPD File License ................................................  10.
     3.3  PostScript Language Specification Addendum ......................  10.

4.   REFERENCE PORT APPENDICES ............................................  10.
     4.1  Initial Adobe Reference Port Delivery ...........................  10.
     4.2  Future Reference Ports ..........................................  10.
     4.3  Technical Coordinators ..........................................  11.

5.   LICENSED SYSTEM APPENDICES ...........................................  11.

                                       ii.

<PAGE>


                               TABLE OF CONTENTS
                                  (continued)

                                                                            Page
                                                                            ----

     5.1  Future Licensed Systems .........................................  11.
          5.1.1     Revised Software for Major Revisions to EFI Standard
                    Controller ............................................  11.
          5.1.2     Revised Software for Minor Revisions to EFI Standard
                    Controller ............................................  11.
          5.1.3     EFI Responsibilities ..................................  11.
     5.2  Technical Coordinators ..........................................  12.
     5.3  Licensed System Appendices for Revised Software .................  12.
          5.3.1     PPD File ..............................................  12.
          5.3.2     PostScript Language Specification Addendum ............  12.

6.   ACCEPTANCE ...........................................................  12.
     6.1  Acceptance of Reference Ports ...................................  12.
     6.2  Acceptance of Revised Software ..................................  13.

7.   LOANED EQUIPMENT .....................................................  13.
     7.1  EFI Revised Software Versions ...................................  13.
     7.2  Terms of Loan ...................................................  13.
     7.3  Restrictions on Use .............................................  14.

8.   PROPRIETARY RIGHTS AND LEGENDS .......................................  14.
     8.1  Proprietary Notices .............................................  14.
     8.2  Restricted Rights ...............................................  14.
     8.3  Foreign Government Agreements ...................................  15.

9.   MARKETING AND LICENSE TO USE TRADEMARKS ..............................  15.
     9.1  Marketing .......................................................  15.
     9.2  Trademark License ...............................................  15.

10.  PAYMENTS .............................................................  16.
     10.1 Source Payments .................................................  16.
     10.2 Licensed System Payments ........................................  16.
     10.3 Font Program Royalties ..........................................  16.
     10.5 Other Payments ..................................................  16.
     10.6 Taxes ...........................................................  16.
     10.7 Payment of Royalties ............................................  17.
     10.8 Right of Audit ..................................................  17.
     10.9 When Royalties Earned ...........................................  17.

                                      iii.

<PAGE>


                               TABLE OF CONTENTS
                                  (continued)

                                                                            Page
                                                                            ----

11.  PERFORMANCE WARRANTY .................................................  18.
     11.1 Reference Port Warranties .......................................  18.
     11.2 Update Warranties ...............................................  18.
     11.3 Limitations on Warranties .......................................  18.

12.  TRAINING AND SUPPORT .................................................  19.
     12.1 Adobe Training ..................................................  19.
     12.2 EFI Support .....................................................  19.

13.  PROPRIETARY RIGHTS INDEMNITY .........................................  19.
     13.1 By Adobe ........................................................  19.
     13.2 By EFI ..........................................................  20.

14.  TERM AND CANCELLATION ................................................  21.
     14.1 Term ............................................................  21.
     14.2 Cancellation by Adobe for Cause .................................  21.
     14.3 Cancellation by EFI for Cause ...................................  21.
     14.4 Termination by EFI for Convenience ..............................  21.
     14.5 Bankruptcy ......................................................  21.
     14.6 Obligations on Cancellation, Termination or Expiration ..........  21.
          14.6.1    Licenses Terminated ...................................  21.
          14.6.2    Safeguarding of Proprietary Rights ....................  21.
          14.6.3    Return or Destruction of Adobe Information ............  21.
          14.6.4    Payment ...............................................  22.
          14.6.5    Continued Use by End Users ............................  22.
          14.6.6    Assignment on Default .................................  22.
          14.6.7    Support and Maintenance: No Right to Sublicense .......  22.
          14.6.8    Right to Sell-Off Inventory ...........................  22.

15.  LIMITATION OF LIABILITY ..............................................  22.
     15.1 Adobe ...........................................................  22.
     15.2 EFI .............................................................  22.

16.  GENERAL ..............................................................  23.
     16.1 Governing Law ...................................................  23.
     16.2 Attorneys' Fees .................................................  23.
     16.3 Forum ...........................................................  23.
     16.4 Notices .........................................................  23.
     16.5 Injunctive Relief ...............................................  23.

                                       iv.


<PAGE>


                               TABLE OF CONTENTS
                                  (continued)

                                                                            Page
                                                                            ----

     16.6  No Agency ......................................................  24.
     16.7  Force Majeure ..................................................  24.
     16.8  Waiver .........................................................  24.
     16.9  Severability ...................................................  24.
     16.10 Headings .......................................................  24.
     16.11 No Patent License ..............................................  24.
           16.11.1  Definitions ...........................................  24.
           16.11.2  Adobe Patents .........................................  24.
           16.11.3  EFI Patents ...........................................  25.
     16.12 Assignment .....................................................  25.
     16.13 Export .........................................................  25.
     16.14 Full Power .....................................................  25.
     16.15 Confidential Agreement .........................................  25.
     16.16 Counterparts ...................................................  25.
     16.17 Entire Agreement ...............................................  25.

                                       v.


<PAGE>


                                    EXHIBITS

Title                                   Exhibit   Paragraph References

Adobe Deliverables                         A      1.1

Confidentiality Agreements                 B      1.7, EXHIBIT J

Development and Reproduction Sites         C      1.9, 1.22

Sample Format for Licensed System Appendix D      1.17.1, 5.1

Reference Port Training and Support        E      1.21, 1.28, 5.1.3, 11.2, 12.1,
                                                  EXHIBIT H, EXHIBIT J

Sample Format for Reference Port Appendix  F      1.21.2, 4.2

Minimum Terms of End User Agreements       G      2.7

Payments                                   H      4.1, 4.2, 10.1, 10.2,
                                                  EXHIBIT E

Revised Software Test Procedures           I      5.1.1, 5.1.2, 5.3, 5.3.1, 6.2,
                                                  7.1, EXHIBIT E, EXHIBIT H

Secure Procedures for Handling Adobe
Support Information                        J      8, 14.6.2, EXHIBIT E

Use of Adobe Trademarks                    K      9.2

                                       vi.


<PAGE>


                           ADOBE SYSTEMS INCORPORATED

                            POSTSCRIPT SUPPORT SOURCE
                 AND OBJECT CODE DISTRIBUTION LICENSE AGREEMENT

         This  Agreement is between  Adobe  Systems  Incorporated,  a California
corporation having its principal place of business at 1585 Charleston Road, P.O.
Box 7900, Mountain View, California  94039-7900  ("Adobe"),  and Electronics for
Imaging, Inc., a Delaware corporation, having its principal place of business at
2855 Campus  Drive,  San Mateo,  California  94403  ("EFl").  This  Agreement is
effective as of September 12, 1995 (the "Effective Date").


                                    RECITALS

         A. Adobe owns certain computer programs which are useful in controlling
raster devices including, but not limited to, CRT displays, dot-matrix printers,
and laser printers, known collectively as the PostScript software.

         B. EFI has  requested  that Adobe  license  portions of the  PostScript
software (in source code form as defined  below) to EFI that EFI will be able to
adapt and develop  such source  code for use with  Licensed  Systems (as defined
below)  specified in Licensed System  Appendices  attached to this Agreement and
distribute  object  code  versions  thereof  in  accordance  with the  terms and
conditions set forth in this Agreement.


                                    AGREEMENT

1. DEFINITIONS. Capitalized terms shall have the meaning set forth below.

         1.1 "Adobe  Deliverables" means the deliverables set forth in Exhibit A
("Adobe Deliverables").

         1.2 "Adobe  Screening Test Suite" means the test  programs,  procedures
and  accompanying  documentation  developed  by Adobe,  and subject to change by
Adobe  in its  sole  discretion,  to be used by EFl to test  implementations  of
Licensed  Systems and Revised Object for  conformity to the PostScript  Language
Specification.

[*] CERTAIN  CONFIDENTIAL  INFORMATION  CONTAINED  IN THIS  DOCUMENT,  MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION  PURSUANT TO RULE 24B-2 OF THE  SECURITIES  EXCHANGE ACT OF 1934,  AS
AMENDED.

<PAGE>


         1.3 "Adobe  Software"  means (a) all or any  portion of the  unmodified
computer  programs,  both in source  and  object  code  form,  and  compilations
thereof,  as described in the  applicable  Reference  Port Appendix  provided by
Adobe to EFI and (b) any changes to such software which Adobe may supply to EFI.

                  1.3.1  "Adobe  Source"  means  the  source  code of the  Adobe
Software and any corresponding source documentation  described in the applicable
Reference Port Appendix.

         1.4 "Adobe  Support  Information"  means any (a) Adobe  Software,  Font
Programs,  Adobe  Screening  Test Suite,  and other  documentation  and computer
recorded  data  related  to any of the  above,  and (b) any other  software  and
accompanying  documentation,  including utility tools, which Adobe may supply to
EFI.  Adobe Support  Information  shall not include any EFI  Modifications  made
pursuant to this Agreement.

         1.5 "Adobe Trademarks" means (a) the registered  trademarks "Adobe" and
"PostScript",  (b) the respective stylistic marks and distinctive  logotypes for
such  trademarks,  and (c) other marks and  logotypes  as Adobe may from time to
time designate during the course of this Agreement.

         1.6  "Bitmap  Font"  means the  applicable  digitally  encoded  machine
readable data in bitmap form for screen display having a resolution of less than
150 dots per inch for use with the associated  Font Program.  Bitmap Fonts shall
be made available in the plurality of sizes for single Typefaces  deliverable by
Adobe to EFI when such Bitmap  Fonts  become  generally  available  to Adobe for
distribution to its OEM licensees.

         1.7 "Confidentiality Agreement" means individually and collectively the
agreements  in  writing,  substantially  in the form  attached  as  Exhibit  B-1
("Employee Nondisclosure  Agreement"),  Exhibit B-2 ("Contractor Agreement") and
Exhibit B-3 ("Notice Regarding Confidentiality").

         1.8  "Clone   Product"   means  a  product   having  page   description
capabilities that are substantially compatible with the PostScript language.

         1.9   "Development   Site"  means  a  site   specified   in  Exhibit  C
("Development  and  Reproduction  Sites") at which EFI may use the Adobe Support
Information, including the Reference Port Support Source.

         1.10 "EFI  Hardware  Product"  means a device  consisting  of a marking
engine  or other  output  device  and  EFI-Standard  Controller  (if any)  which
executes  or  operates  with the  Revised  Object  and which is  described  in a
Licensed System Appendix.

         1.11 "EFI  Modifications"  means all  modifications  made by EFI to the
Adobe Source in creating Revised Software pursuant to this Agreement.

[*] CERTAIN  CONFIDENTIAL  INFORMATION  CONTAINED  IN THIS  DOCUMENT,  MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION  PURSUANT TO RULE 24B-2 OF THE  SECURITIES  EXCHANGE ACT OF 1934,  AS
AMENDED.


<PAGE>


         1.12 "EFI  Standard  Controller"  means a  controller  for color output
devices  manufactured by or for EFI and distributed by EFI,  consisting of (i) a
RIP processing  system,  which includes  connectivity  and I/O (Disk,  Ethernet,
parallel,  SCSI), CPU coprocessors,  ASICs, DRAM and Video Bus, and (ii) a video
interface  board,  which  provides the interface  between the controller and the
print engine.

                  1.12.1  "Major  Revisions  to EFI Standard  Controller"  means
revisions to the RIP processing system,  hardware core architecture changes, CPU
co-processor changes, Video Bus Changes and ASIC functionality changes.

                  1.12.2 "Minor Revisions to EFI Standard  Controller" means (i)
revisions to the video controller for the purpose of adding new engines to those
supported by the RIP processing  system,  (ii)  different  DRAM  configurations,
(iii)  software  updates  that  are  not  directly  linked  to any of the  Adobe
Deliverables (e.g., new scan functionality,  additional reporting  capabilities,
updated/additional  protocol stacks),  and (iv) minor hardware  revisions (e.g.,
faster CPUs, enlarged Cache).

         1.13 "End User"  means a third  party  using a Licensed  System for its
ordinary and customary business or personal purposes, but not for redistribution
or resale.

         1.14  "Error"  means a defect in a  Reference  Port  which  causes  the
Reference  Port, when compiled and run in the Reference  System,  not to operate
substantially in accordance with the PostScript Language Specification.

         1.15 "First  Commercial  Shipment" as to each Licensed  System Appendix
means the earlier of (a) EFI's first internal use of a Licensed System described
in a Licensed  System  Appendix other than for  development or testing,  and (b)
shipment of such Licensed System to a third party.

          1.16 "Font Programs"  means the digitally  encoded,  machine  readable
outline  programs for the  Typefaces  identified  as Initial  Installation  Font
Programs,  Additional  Font  Programs (if any) and Other Font  Programs (if any)
encoded in a special format.

                  1.16.1  "Initial  Installation  Font Programs"  means the Font
Programs for the Roman Typefaces specified as Initial Installation Font Programs
in a  Reference  Port or  Licensed  System  Appendix,  bundled  with  the  Adobe
Software, and shipped as a part of a Licensed System.

                  1.16.2  "Additional Font Programs" means the Font Programs for
any Roman Typefaces specified as Additional Font Programs in a Reference Port or
Licensed System Appendix, bundled with the Adobe Software, and shipped as a part
of a Licensed System.

                  1.16.3 "Other Font  Programs"  means the Font Programs  (which
may include,  but are not limited to, Font Programs for Japanese  Typefaces) for
non-Roman-Typefaces

[*] CERTAIN  CONFIDENTIAL  INFORMATION  CONTAINED  IN THIS  DOCUMENT,  MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION  PURSUANT TO RULE 24B-2 OF THE  SECURITIES  EXCHANGE ACT OF 1934,  AS
AMENDED.


<PAGE>


which are specified in a Reference  Port or Licensed  System  Appendix,  bundled
with the Adobe  Software,  and shipped as a part of, or for use with, a Licensed
System.

         1.17 "Licensed  System" means the  collective  term for a final product
comprising  Revised Object,  the EFI Hardware  Product(s) (if any), and any Font
Programs,  bundled as a single  commercial  product and  described in a Licensed
System Appendix.

                  1.17.1  "Licensed  System  Appendix" means any Licensed System
Appendix added to this Agreement in a form similar to EXHIBIT D ("Sample  Format
for Licensed System Appendix") hereto.

         1.18 "PostScript Language  Specification" means the PostScript Language
Reference  Manual,  Second  Edition,  as printed  in English by  Addison-Wesley,
current as of April 1991, and any Adobe  Supplement  thereto  provided to EFI by
Adobe, but shall not include any PostScript Language Specification Addendum.

         1.19 "PostScript Language Specification Addendum" means a supplement to
the PostScript Language  Specification for each Licensed System to be written by
EFI that describes the features  specific to a Licensed  System and the means of
accessing   those  features  via  the  Adobe   Software.   PostScript   Language
Specification  Addenda  will be based on a  template  provided  by  Adobe,  with
technical content approved by Adobe.

         1.20 "PPD File" means a human readable,  machine parseable,  PostScript
printer  description  file containing  device-specific  information as to how to
invoke the  features  of a  particular  Licensed  System,  as  described  in the
PostScript  Printer  Description  File  Specification  (which  specification  is
available  from Adobe and  subject to change by Adobe,  in its sole  discretion,
from time to time).

         1.21 "Reference Port" means a release of the Adobe Software, consisting
of source code and object code modules as defined in a Reference  Port Appendix,
ported by Adobe to a controller  platform and printer engine specified by Adobe,
from which EFI  develops  Licensed  Systems.  A  "Reference  Port" refers to the
Reference  Port  Support  Source  and  the  object  code  version  thereof,  the
Unmodified  Core and any  Update to a  Reference  Port  described  in  Exhibit E
("Reference  Port Training and  Support"),  which is provided to EFI pursuant to
this Agreement.

                  1.21.1 "Reference Port Support Source" means those portions of
the source code version of the Reference  Port,  supplied to EFI on  agreed-upon
media,  identified  in a  Reference  Port  Appendix as Adobe  Reference  Support
Source, and which may be modified to adapt the Reference Port for use as part of
Licensed Systems.

                  1.21.2  "Reference  Port  Appendix"  means any Reference  Port
Appendix added to this Agreement in a form similar to Exhibit F ("Sample  Format
for  Reference  Port  Appendix")  hereto,  pursuant  to which  Adobe  delivers a
Reference  Port to EFI,  ported to a  controller  platform  and  printer  engine
specified by Adobe, from which EFI will develop Licensed Systems pursuant to one
or more Licensed System Appendices.

[*] CERTAIN  CONFIDENTIAL  INFORMATION  CONTAINED  IN THIS  DOCUMENT,  MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION  PURSUANT TO RULE 24B-2 OF THE  SECURITIES  EXCHANGE ACT OF 1934,  AS
AMENDED.


<PAGE>


                  1.21.3  "Reference  System" means a compiled  Reference  Port,
together  with  the  controller  and  printer  engine  that the  Reference  Port
supports, which is identified in a Reference Port Appendix.

                  1.21.4 "Unmodified Core" means those portions of the Reference
Port which Adobe  identifies in a Reference Port Appendix that it will supply on
agreed-upon  media in object code form only, and which may be supplied in either
binary object or linkable object code form, as determined by Adobe.

         1.22  "Reproduction  Site"  means the Site(s)  designated  in Exhibit C
("Development  and  Reproduction  Sites")  at which EFI can  reproduce  (or have
reproduced) the Revised Object and Font Programs.

         1.23  "Revised  Software"  means  collectively,   the  Revised  Support
Software,  Reference Port Support Source (if any), and Unmodified  Core which is
intended to be implemented for use as part of a Licensed System. All versions of
the Revised Software shall be deemed to be derivative works based upon the Adobe
Software and shall be subject to all provisions of this Agreement  applicable to
the Adobe Software.

                  1.23.1 "Revised Support  Software" means the source and object
code  versions of any portions of the  Reference  Port  Support  Source that are
modified by EFI to create a new version which is intended to be compatible with,
and used with, a Licensed System.

                  1.23.2 "Revised Object" means the machine readable object code
version of the Revised Software.

         1.24 "Subsidiary" means any corporation, partnership or other entity as
to which EFI:  (a) owns or  controls,  directly  or  indirectly,  at least fifty
percent (50%) by nominal value or number of units of the outstanding stock or of
the outstanding stock conferring the right to vote at a general meeting,  or (b)
has the right to elect a majority of the Board of Directors  or its  equivalent,
or (c) has  the  right,  directly  or  indirectly,  to  appoint  or  remove  the
management.

         1.2.5  "Technical  Coordinator"  means a technically  qualified  person
identified by EFI or Adobe to serve as primary contact for information  requests
by the other party, who, when so requested, shall use his or her best efforts to
respond promptly after receipt of such request.

         1.26 "Typeface" means a human readable set of glyphs, including letters
of the  alphabet,  upper  and/or lower case,  the  numerals  0-9 and  additional
special  characters  and  punctuation  marks  as  may be  offered  by  Adobe  in
conjunction with such letters and numerals of one typeface design and identified
in a Reference  Port or Licensed  System  Appendix.  Each weight or version of a
single  typeface  design (such as Roman or Italic or in an expanded or condensed
form)  marketed by Adobe as a separate  typeface  will be  considered a separate
Typeface.

[*] CERTAIN  CONFIDENTIAL  INFORMATION  CONTAINED  IN THIS  DOCUMENT,  MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION  PURSUANT TO RULE 24B-2 OF THE  SECURITIES  EXCHANGE ACT OF 1934,  AS
AMENDED.


<PAGE>


         1.27 "Typeface Trademarks" means the trademarks,  if any, used by Adobe
to identify the Font Programs and Typefaces.

         1.28  "Update"  means updated  versions of a Reference  Port, in source
code form for Reference  Port Support  Source and in object code for  Unmodified
Core,  which include all changes,  alterations,  corrections and enhancements to
such  Reference  Port which Adobe makes  generally  available  to OEM  licensees
receiving  Adobe Support (as defined in Exhibit E ("Reference  Port Training and
Support")) for that particular Reference Port.

         1.29  "Upgrade"  means the  installation  of  Revised  Object  and,  if
required,  Font Programs in a Licensed  System which contains an earlier version
of the Revised Object and Font Programs for the purpose of updating,  enhancing,
or extending the Licensed System.

2. SCOPE OF EFI'S LICENSES.

         2.1 License to Use  Reference  Port  Support  Source and Adobe  Support
Information. Subject to EFI's compliance with the terms of this Agreement, Adobe
hereby  grants  to EFI a  non-exclusive,  non-transferable  license  (except  as
provided in PARAGRAPH 16.12 ("Assignment")) to use each version of the Reference
Port Support Source and Adobe Support Information solely at the Development Site
for the sole purpose of designing, developing, adapting, testing and maintaining
Revised  Software which is (a) implemented as part of present or future Licensed
Systems set forth in Licensed System  Appendices and (b) is in conformance  with
the specifications set forth in the PostScript Language Specification.

         2.2 License to Sublicense Certain Software.

                  2.2.1 Revised Object.  EFI's right to distribute  commercially
or use the Revised  Object is  contingent  upon  execution of a Licensed  System
Appendix to this Agreement  that  authorizes  such  commercial  distribution  or
internal use. All such commercial distribution or use of Revised Object shall be
limited  to  versions  in  ROM,  EPROM  or  PROM  form,  or  encrypted  versions
downloadable  to RAM (which shall be encrypted in a manner  approved by Adobe in
writing),  as set forth in a Licensed System Appendix.  Subject to the foregoing
and to EFI's compliance with the terms of this Agreement, Adobe hereby grants to
EFI  a  worldwide,  non-exclusive,   non-transferable  (except  as  provided  in
PARAGRAPH 16.12  ("Assignment"))  license to use, reproduce (or have reproduced)
at the  Development  Site  and  Reproduction  Site,  sublicense  and  distribute
directly and indirectly, through EFI's usual distribution channels, each copy of
Revised Object only as a part of a Licensed System or as an Upgrade on the terms
set forth in this Agreement.

                  2.2.2  Font  Programs.  Subject to EFI's  compliance  with the
terms of this Agreement, Adobe hereby grants to EFI a worldwide,  non-exclusive,
non-transferable (except as provided in PARAGRAPH 16.12 ("Assignment")) license,
(a) to  reproduce  (or have  reproduced)  the Font  Programs  set  forth in each
Licensed  System  Appendix  provided  by  Adobe  at  the  Development  Site  and
Reproduction Site and to distribute the Font Programs,  directly and

[*] CERTAIN  CONFIDENTIAL  INFORMATION  CONTAINED  IN THIS  DOCUMENT,  MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION  PURSUANT TO RULE 24B-2 OF THE  SECURITIES  EXCHANGE ACT OF 1934,  AS
AMENDED.


<PAGE>


indirectly,  through  EFI's  usual  distribution  channels,  only as part of the
applicable Licensed System; (b) to sublicense the Font Programs to End Users for
the  reproduction and display of Typefaces on the Licensed  Systems;  (c) to use
the Font Programs to reproduce and display the Typefaces on the Licensed Systems
for purposes of test, evaluation,  demonstration or development of applications;
and (d) to use, and to sublicense each End User to use, the Typeface  Trademarks
used by Adobe to identify the Font Programs.  EFI's license under this paragraph
will terminate upon termination of the agreement  between Adobe and the Typeface
Trademark owner, if any,  pertaining to such Font Program,  and Adobe shall have
the right at such time to substitute a Font Program for an equivalent Typeface.

                           (a) Initial  Installation  Font Programs.  EFI agrees
that the Revised  Object will contain,  at a minimum,  the Initial  Installation
Font Programs.

                           (b) Bitmap  Fonts.  EFI agrees that the Bitmap  Fonts
provided by Adobe will be distributed  only in  conjunction  with the associated
Font Programs at a price not to exceed the direct and allocable costs associated
with the production of such Bitmap Fonts. EFI acknowledges that the Bitmap Fonts
will be available in a limited number of point sizes and may not be available at
all for some Font Programs.  All of the terms and  conditions  applicable to the
Font Programs herein apply to the Bitmap Fonts.  Notwithstanding  the foregoing,
so long as the  Bitmap  Fonts  are  distributed  in  conjunction  with  the Font
Programs,  no additional  royalty is due Adobe under the terms of PARAGRAPH 10.3
("Font Program Royalties") for distribution of Bitmap Fonts.

         2.3 PPD File  License.  Subject to EFI's  compliance  with the terms of
this  Agreement,  Adobe  hereby  grants  to  EFI  a  worldwide,   non-exclusive,
non-transferable  (except as provided in PARAGRAPH 16.12 ("Assignment")) license
to  reproduce  and  distribute  any PPD Files,  and updates  thereto,  for Adobe
Revised  Software  contained in each Licensed System and the right to sublicense
all such licensed rights through multiple tiers of distribution.

         2.4 PostScript Language Specification.

                  2.4.1  Addison-Wesley.  Adobe has  entered  into a  Publishing
Agreement  ("Publishing  Agreement") with the Addison-Wesley  Publishing Company
Inc.  ("AddisonWesley") whereby Addison-Wesley publishes the PostScript Language
Specification.  The Publishing  Agreement provides that  Addison-Wesley  will be
available to negotiate  with OEM  customers  concerning  publication  of special
versions of the PostScript  Language  Specification for inclusion with shipments
of Licensed Systems.

                  2.4.2 License  Grant.  Notwithstanding  the above,  subject to
EFI's  compliance  with the terms of this  Agreement,  Adobe hereby grants EFI a
worldwide,  non-exclusive,  non-transferable  (except as provided  in  PARAGRAPH
16.12  ("Assignment"))  license  (a) to  translate  the  English  version of the
PostScript  Language  Specification into a language other than English, in whole
or in  part,  and  (b) to  reproduce  and  distribute  the  PostScript  Language
Specification and any EFI translations  thereof,  which may include supplemental
information regarding the EFI

[*] CERTAIN  CONFIDENTIAL  INFORMATION  CONTAINED  IN THIS  DOCUMENT,  MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION  PURSUANT TO RULE 24B-2 OF THE  SECURITIES  EXCHANGE ACT OF 1934,  AS
AMENDED.


<PAGE>


Hardware Product,  solely in hard copy format to EFI's customers,  provided that
such PostScript  Language  Specification shall not be made available for general
distribution  or resale  through the retail trade,  either  through EFI or EFI's
publisher and provided  further that EFI can only provide two (2) copies of such
EFI produced  PostScript  Language  Specification  (the  English  version or any
EFI-translated   version)  for  any  one  (1)  Licensed  System.  Any  such  EFI
translation  will be  performed  only by  EFI's  employees  or  Subsidiaries  in
accordance with the terms of this Agreement. EFI agrees that no right is granted
herein to reproduce Addison-Wesley's foreign language versions of the PostScript
Language Specification other than the English version.

                  2.4.3 Right to Sublicense.  Adobe further grants EFI the right
to sublicense  its OEM customers to reproduce,  in whole in part, and distribute
the  PostScript  Language  Specification  solely  in  hard-copy  format to their
customers in  accordance  with the same terms and  conditions  imposed on EFI in
this  paragraph.  Such EFI  customers  shall not have the  right to  modify  the
PostScript Language Specification received from EFI.

                  2.4.4 Proprietary  Rights With Respect to PostScript  Language
Specification.  EFI agrees that Adobe will own the original  PostScript Language
Specification  as  included  in any  version or  translation  of the  PostScript
Language  Specification  created  by EFI and  that EFI  will  take  commercially
reasonable steps to assure that all right,  title and interest to the PostScript
Language Specification  (including the versions and translations created by EFI)
remain with Adobe. EFI's own version of the PostScript Language Specification is
a derivative  work  created  from the  PostScript  Language  Specification,  and
reproduction  and distribution by EFI of EFI's own version or translation of the
PostScript  Language  Specification shall be subject to the terms and conditions
herein,  including but not limited to the  prohibition  against  distribution or
resale through the retail trade described in PARAGRAPH  2.4.2 ("License  Grant")
above. EFI's own translation or version of the PostScript Language Specification
shall be made faithfully and accurately,  shall be of good literary quality, and
shall consist of the whole of the textual,  pictorial and diagrammatic  material
constituting  the  PostScript   Language   Specification,   without  alteration,
abridgment or supplement  except as provided  herein or with the express written
permission  of  Adobe.  EFI  grants  Adobe  permission  to:  (a)  make  any  EFI
translations of the PostScript Language  Specification public; (b) place Adobe's
name and copyright  notice on any EFI  translation  of the  PostScript  Language
Specification;  and (c) make any necessary modification or alteration to the EFI
translation of the PostScript Language  Specification.  Adobe reserves the right
to approve the final manuscript of EFI's (or its  Subsidiaries')  own version or
any translation before its publication provided that EFI gives Adobe thirty (30)
days  prior  written  notice  of the  date on which it will  deliver  the  final
manuscript to Adobe, Adobe shall review the manuscript within fourteen (14) days
of its  submission  to Adobe.  Adobe's  failure  to provide  EFI with  notice of
disapproval of the final  manuscript  within such fourteen (14) day period shall
constitute approval for purposes of this paragraph. Nothing herein shall prevent
Adobe  or  any  of  its  OEMs  from  creating  their  own  derivative  works  or
translations of the PostScript Language Specification.

         2.5 PostScript  Language  Specification  Addendum  License.  Subject to
EFI's compliance with the terms of this Agreement,  Adobe hereby grants to EFI a
worldwide,  non-exclusive,  non-transferable  (except as provided  in  PARAGRAPH
16.12  ("Assignment"))  license

[*] CERTAIN  CONFIDENTIAL  INFORMATION  CONTAINED  IN THIS  DOCUMENT,  MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION  PURSUANT TO RULE 24B-2 OF THE  SECURITIES  EXCHANGE ACT OF 1934,  AS
AMENDED.


<PAGE>


to use the PostScript Language Specification Addendum template provided by Adobe
to create,  reproduce and distribute  (with technical  content approved by Adobe
pursuant to PARAGRAPH  5.3.2  ("PostScript  Language  Specification  Addendum"))
PostScript Language Specification Addenda for Licensed Systems.

         2.6 Limitations on License to EFI.

                  2.6.1 No Right to Sublicense. Except as set forth in PARAGRAPH
2.2  ("License  to  Sublicense  Certain  Software"),  PARAGRAPH  2.3 ("PPD  File
License"), PARAGRAPH 2.4 ("PostScript Language Specification") and PARAGRAPH 2.5
("PostScript Language Specification Addendum License"),  with respect to Revised
Object and Font Programs,  EFI shall have no right to sublicense any rights to a
third party.

                  2.6.2 Changes to the Adobe Software.

                           (a)  In  view  of the  desire  of EFI  and  Adobe  to
establish and maintain an industry standard  PostScript  interpreter,  EFI shall
not make,  without  the  express  written  permission  of Adobe,  any changes or
additions to,  enhancements in, or deletions from, the Adobe Software (including
Reference Port Support Source), if such changes or enhancements would in any way
(i)  change  the  PostScript  language  imaging  model,  syntax,  semantics,  or
functionality  of the  PostScript  language,  or (ii)  change or disable  use of
Adobe's Type 1 font rendering code.

                           (b) EFI agrees not to distribute to third parties any
version of the Revised  Object  containing  any symbol  table  information  with
respect to external variables or procedure entry points.

                  2.6.3 EFI Modifications.  EFI shall own the EFI Modifications,
provided that any Revised Object containing EFI  Modifications  shall be subject
to the terms and conditions of this Agreement.

         2.7 End User License.  EFI will take the same steps to protect  Adobe's
proprietary  rights in the Adobe  Software and Font  Programs  which it takes to
protect its own software,  but in no event will it use less than reasonable care
to protect  Adobe's  proprietary  rights.  Except as provided  below,  EFI shall
ensure that each copy of the Revised Object or any Font Programs  distributed by
EFI will be accompanied by a copy of EFI's standard software license  agreement.
The terms of such license  will be drafted so as to apply to the Revised  Object
and Font Programs.  In addition,  such license will include terms and conditions
substantially  equivalent to those set forth in Exhibit G ("Minimum Terms of End
User  Agreements")  to this  Agreement.  Notwithstanding  the foregoing,  in the
United States and in other jurisdictions where an enforceable copyright covering
the Revised Object and Font Programs exists,  the license specified above may be
a written  agreement  in the  package  containing  the  Revised  Object and Font
Programs,  or the user  documentation  for the Revised Object and Font Programs,
that is fully  visible to the End User and that the End User  accepts by opening
the package.

[*] CERTAIN  CONFIDENTIAL  INFORMATION  CONTAINED  IN THIS  DOCUMENT,  MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION  PURSUANT TO RULE 24B-2 OF THE  SECURITIES  EXCHANGE ACT OF 1934,  AS
AMENDED.


<PAGE>


         2.8 No Other Rights. EFI specifically  acknowledges that, other than as
expressly set forth in PARAGRAPH  2.1  ("License to Use  Reference  Port Support
Source and Adobe Support  Information")  above, no -rights to the Reference Port
Support Source are granted to it.

         2.9 Subsidiaries and Contractors.  This Agreement applies to EFI and to
any Subsidiaries of EFI which agree with EFI in writing to be bound by the terms
and conditions  imposed on EFI  hereunder.  Notwithstanding  the foregoing,  EFI
agrees to make all  payments  due Adobe under the terms of this  Agreement.  The
exercise of any right granted under this  Agreement by any such  Subsidiary  (or
the  contractor of EFI or such  Subsidiary)  is subject to EFI's guaranty of the
performance  by such  Subsidiary  and  contractors  of all of EFI's  obligations
hereunder.

3. SCOPE OF ADOBE'S LICENSES.

         3.1 License to EFI Revised Support Software. EFI shall use best efforts
to provide to Adobe those  portions  of the source code of any Revised  Software
which have been modified by EFI to correct  Errors found in the  Reference  Port
Support  Source  supplied to EFI  hereunder.  EFI may,  in its sole  discretion,
provide to Adobe any other source code of any Revised Software. If, at any time,
EFI provides source code of any Revised  Software to Adobe,  EFI shall be deemed
to have granted to Adobe a perpetual,  worldwide,  royalty-free,  fully  paid-up
license to use,  modify,  reproduce  and  distribute  such source code,  and any
object code  versions  thereof,  and the right to  sublicense  all such licensed
rights through multiple tiers of distribution.

         3.2  PPD  File  License.  EFI  hereby  grants  to  Adobe  a  perpetual,
worldwide,  royalty-free,  fully paid-up license to use,  modify,  reproduce and
distribute  any PPD Files and  updates  thereto  which EFI  creates  for Revised
Software contained in each Licensed System, and the right to sublicense all such
licensed rights through multiple tiers of  distribution,  in order to facilitate
access to such files by End Users and software  developers to enhance the use of
the Licensed Systems by such End Users and software developers.

         3.3 PostScript Language  Specification  Addendum. EFI grants to Adobe a
perpetual,  worldwide,   royalty-free,   fully  paid  license  to  use,  modify,
reproduce,  and  distribute the PostScript  Language  Specification  Addenda for
Revised  Software,  and the right to sublicense all such licensed rights through
multiple tiers of distribution.

4. REFERENCE PORT APPENDICES.

         4.1 Initial  Adobe  Reference  Port  Delivery.  Upon  execution of this
Agreement and payment by EFI of the source  license fee described in PARAGRAPH 1
of Exhibit H ("Payments"),  and upon a mutually agreeable  schedule,  Adobe will
provide EFI with the Adobe Deliverables.

[*] CERTAIN  CONFIDENTIAL  INFORMATION  CONTAINED  IN THIS  DOCUMENT,  MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION  PURSUANT TO RULE 24B-2 OF THE  SECURITIES  EXCHANGE ACT OF 1934,  AS
AMENDED.


<PAGE>


         4.2 Future  Reference  Ports.  Adobe will supply the Reference Port and
deliverables  described  in each  Reference  Port  Appendix in a form similar to
Exhibit F ("Sample  Format for Reference Port  Appendix") in accordance with the
schedule set forth  therein and EFI shall pay to Adobe fees in  accordance  with
EXHIBIT H ("Payments") for each such additional delivery of a Reference Port.

         4.3  Technical  Coordinators.  EFI  and  Adobe  agree  to  designate  a
Technical Coordinator in each Reference Port Appendix.

5. LICENSED SYSTEM APPENDICES.

         5.1  Future  Licensed  Systems.  The  initial  version  of the  Revised
Software  developed  by EFI  pursuant to this  Agreement  for each EFI  Standard
Controller  will be added by way of a Licensed System Appendix in a form similar
to Exhibit D ("Sample Format for Licensed System  Appendix").  Each EFI Hardware
Product which uses that EFI Standard  Controller  shall be added by an amendment
to such Licensed System Appendix.

                  5.1.1  Revised  Software  for Major  Revisions to EFI Standard
Controller.  EFI shall  notify  Adobe in writing of its  intention  to develop a
Revised  Software  version for each new EFI  Standard  Controller  or each Major
Revision to EFI Standard  Controller  at least four (4) months in advance of the
First Commercial  Shipment of such Revised  Software;  provided,  however,  that
Adobe  will,  in good faith,  approve  exceptions  to the four (4) month  notice
period.  Promptly  following such notice, the parties will meet to negotiate and
sign a  Licensed  System  Appendix  for each new EFI  Standard  Controller  upon
mutually  acceptable  terms.  The  Revised  Software  for each new EFI  Standard
Controller or each Major Revision of EFI Standard  Controller shall be tested in
accordance  with  PARAGRAPHS 1. 2. 3 and 4 of Exhibit I ("Revised  Software Test
Procedures").

                  5.1.2  Revised  Software  for Minor  Revisions to EFI Standard
Controller. EFI shall notify Adobe in writing of its intention to ship a Revised
Software version for each Minor Revision of an EFI Standard Controller which has
been tested and approved by Adobe in accordance  with PARAGRAPH  5.1.1 ("Revised
Software  for Major  Revisions  to EFI  Standard  Controller")  at least two (2)
months  in  advance  of First  Commercial  Shipment  of such  Revised  Software;
provided,  however,  that  Adobe will  accept a less than two (2) month  advance
notice  in the  case  of  minor  bug  fixes  as  long as the  notice  period  is
reasonable.  If  EFI's  intention  is to  include  such  modified  EFI  Standard
Controller in a new EFI Hardware Product,  concurrent with such notice, EFI will
deliver a product  description of the Licensed  System to Adobe QA, from which a
test plan will be created by Adobe QA within one (1) week and  submitted to EFI.
EFI shall test the Revised  Software in accordance with PARAGRAPH 2 of Exhibit I
("Revised  Software  Test  Procedures")  and  Adobe  will  have  one (1) week to
evaluate the test results.  If the test results for the Revised Software running
on the new EFI Hardware Product are acceptable, Adobe will provide certification
of the Licensed System and will add the new EFI Hardware  Product to the list of
permitted output devices in the Licensed System Appendix for the

[*] CERTAIN  CONFIDENTIAL  INFORMATION  CONTAINED  IN THIS  DOCUMENT,  MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION  PURSUANT TO RULE 24B-2 OF THE  SECURITIES  EXCHANGE ACT OF 1934,  AS
AMENDED.


<PAGE>


applicable EFI Standard Controller.

                  5.1.3  EFI  Responsibilities.  EFI  shall be  responsible  for
modifying  the  Reference  Port  Support  Source to create the Revised  Software
versions  pursuant  to  either  PARAGRAPH  5.1.1  ("Revised  Software  for Major
Revisions to EFI Standard Controller") or PARAGRAPH 5.1.2 ("Revised Software for
Minor  Revisions to EFI  Standard  Controller")  to create the Revised  Software
version,  to the extent  permitted by PARAGRAPH  2.1  ("License To Use Reference
Port Support Source and Adobe Support Information") above; compiling and linking
the foregoing to produce  Revised  Object fully adapted to Licensed  Systems and
suitable for  distribution to End Users;  and promptly  merging with the Revised
Software  any Updates  which it receives as a result of its decision to purchase
support  services  as  described  in Exhibit E  ("Reference  Port  Training  and
Support").  EFI may elect not to merge any such Update into the Revised Software
for a Licensed System that is undergoing  development at the time of delivery of
such Update,  provided  Adobe is consulted and consents,  such consent not to be
unreasonably  withheld,  to the  decision to  continue  the  development  effort
without  including the Update.  Adobe shall have no responsibility in connection
with any such  modifications,  including the development and bundling of the PPD
Files with each  Licensed  System,  except as expressly  provided in a Reference
Port Appendix.

         5.2  Technical  Coordinators.  EFI  and  Adobe  agree  to  designate  a
Technical Coordinator in each Licensed System Appendix.

         5.3 Licensed System Appendices for Revised Software.  EFI will promptly
provide Adobe with two (2) copies of the machine readable version of any Revised
Object  and any  updated  versions  thereof  in a timely  manner as the  updated
versions become available,  and at EFI's sole option, with two (2) copies of the
source  code   version  of  the  Revised   Software   (collectively,   the  "EFI
Deliverables") for evaluation and testing in accordance with Exhibit I ("Revised
Software Test Procedures").

                  5.3.1 PPD File. EFI shall also create and deliver to Adobe one
(1) master copy of the PPD File for each Revised Object  contained in a Licensed
System at the time EFI provides the Revised Object to Adobe for testing pursuant
to Exhibit I  ("Revised  Software  Test  Procedures")  and any  updated  version
thereof in a timely manner  following the  availability of any updated  version.
EFI shall  include with each  Licensed  System a copy of the  corresponding  PPD
File.

                  5.3.2 PostScript Language  Specification  Addendum.  EFI shall
provide  Adobe  with a draft  version  of a  PostScript  Language  Specification
Addendum for Revised Software  contained in a Licensed System prior to execution
of the applicable  Licensed System Appendix and any updated versions in a timely
manner following the  availability of any updated  version.  The contents of the
PostScript  Language  Specification  Addendum and any updated  versions shall be
reviewed and approved by Adobe for compliance with Adobe's  PostScript  language
standards before the PostScript Language  Specification  Addendum is distributed
with  a  Licensed  System.  Adobe's  failure  to  provide  EFI  with  notice  of
disapproval of the PostScript  Language

[*] CERTAIN  CONFIDENTIAL  INFORMATION  CONTAINED  IN THIS  DOCUMENT,  MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION  PURSUANT TO RULE 24B-2 OF THE  SECURITIES  EXCHANGE ACT OF 1934,  AS
AMENDED.


<PAGE>


Specification  Addendum  within fourteen (14) days after its submission to Adobe
shall constitute approval for purposes of this paragraph. EFI shall include with
each  Licensed  System  a  copy  of  the   corresponding   PostScript   Language
Specification Addendum.

6. ACCEPTANCE.

         6.1 Acceptance of Reference  Ports.  For each Reference Port, EFI shall
have  forty-five  (45)  days  (or such  other  time as may be  specified  in the
applicable Reference Port

Appendix)  from the date on which Adobe meets the final delivery  milestone,  as
contained in the applicable  Reference  Port  Appendix,  to examine and test the
Reference Port to determine that the Reference Port, when compiled, will execute
as part of the  appropriate  Reference  System or Licensed  System in accordance
with the  PostScript  Language  Specification  and in accordance  with any other
acceptance criteria in the appendix.  Within such period EFI shall provide Adobe
with  written  acceptance  or a  statement  of any Errors to be  corrected.  The
Reference  Port will be deemed to have been  accepted  by EFI if Adobe  does not
receive such written  acceptance or statement of Errors  within such  forty-five
(45) day time period.  Adobe shall use reasonable  commercial efforts to correct
any such  reproducible  Errors and redeliver the Reference  Port to EFI, and EFI
shall within  fifteen (15) days of such  redelivery  provide  Adobe with written
acceptance or a statement of Errors.  Should the  Reference  Port not conform to
the PostScript Language  Specification or other acceptance  criteria,  or in the
event Adobe is not able to deliver the  Reference  Port in  accordance  with the
milestone  schedule  set  forth  in the  applicable  appendix,  EFI's  sole  and
exclusive remedy shall be to elect one of the following remedies by giving Adobe
notice thereof (including a statement of Errors where applicable) within fifteen
(15) days: (a) to extend the correction  period for a mutually  agreeable  time,
(b) to revise the acceptance  criteria in a mutually agreeable manner, or (c) to
terminate the applicable Reference Port Appendix and obtain a refund of one-half
of the fee or advance paid to Adobe for such Reference  Port,  provided that EFI
has returned all existing copies of the Reference Port and related documentation
and certified in writing that it has no right to use,  market or distribute such
Reference Port (or any Adobe Revised Software based on such Reference Port).

         6.2  Acceptance  of  Revised  Software.  EFI and  Adobe  will test each
Revised  Software  version in accordance with Exhibit I ("Revised  Software Test
Procedures").  Upon  successful  completion  of acceptance  testing  pursuant to
Exhibit I  ("Revised  Software  Test  Procedures"),  EFI shall have the right to
distribute the Revised Object in accordance with the terms of this Agreement.

7. LOANED EQUIPMENT.

         7.1 EFI Revised Software  Versions.  EFI shall loan Adobe all necessary
equipment  as  specified  in the  applicable  Licensed  System  Appendix for any
Revised  Software  in order to permit  Adobe to conduct  adequate  and  thorough
testing of such EFI Deliverables in accordance with Exhibit I ("Revised Software
Test Procedures").

          7.2 Terms of Loan.  All equipment  loaned by EFI to Adobe shall remain
the property

[*] CERTAIN  CONFIDENTIAL  INFORMATION  CONTAINED  IN THIS  DOCUMENT,  MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION  PURSUANT TO RULE 24B-2 OF THE  SECURITIES  EXCHANGE ACT OF 1934,  AS
AMENDED.


<PAGE>


of EFI,  shall be fully  insured by Adobe,  and shall be  returned to EFI at its
request after  termination of Adobe's  development,  warranty,  and  maintenance
activities  hereunder.  EFI shall pay shipping costs for delivery of such loaned
equipment  to Adobe.  Any loaned  equipment  shall be  returned to EFI by Adobe,
shipping and insurance  costs prepaid by EFI.  While in the possession of Adobe,
the loaned  equipment  shall be maintained by EFI in good working order.  During
the term of this Agreement for as long as Adobe is performing testing, warranty,
and maintenance services, if any, hereunder, EFI will continue to ensure that at
least one unit on loan to Adobe is the then current production unit which EFI is
actually shipping.

         7.3 Restrictions on Use. Adobe agrees that it will not reverse engineer
any  hardware  or software  provided by EFI in object code form  pursuant to the
terms of this paragraph and that it shall not use any equipment  provided by EFI
pursuant to this  paragraph  for any purpose  other than  testing,  warranty and
maintenance as required under this Agreement.  Adobe further agrees that it will
only provide access to software to its authorized employees and contractors with
a need to know and that it will not copy such  software  except  for  backup and
archival  purposes.  (The foregoing  restriction  shall not preclude  legitimate
reverse   engineering  of  such  hardware  or  software  which  Adobe  purchases
commercially.) The  confidentiality  provisions of this Agreement and the Mutual
Confidentiality  Agreement  entered  into by Adobe and EFI on February  27, 1990
(the  "Confidentiality  Agreement")  shall  apply to any  hardware  or  software
provided  under this  provision  for so long as such hardware or software is not
yet commercially available.

8.  PROPRIETARY  RIGHTS AND LEGENDS.  Adobe and its  suppliers  are the sole and
exclusive  owners of all rights,  title and interest,  including all trademarks,
copyrights, patents, trade names, trade secrets, and other intellectual property
rights  to the  Adobe  Support  Information.  Except  for the  rights  expressly
enumerated herein, EFI is not granted any rights to patents,  copyrights,  trade
secrets,  trade  names,  trademarks  (whether or not  registered),  or any other
rights,  franchises or licenses  with respect to the Adobe Support  Information.
EFI agrees to protect the Adobe Support Information in accordance with EXHIBIT J
("Secure Procedures for Handling Adobe Support Information"). EFI agrees that it
will not attempt to reverse  engineer  the Font  Programs or any portions of the
Unmodified  Core or other  Adobe  Support  Information  which is provided to EFI
solely in object code form.

         8.1 Proprietary  Notices.  EFI agrees that as a condition of its rights
hereunder,  each copy of the Adobe Software, Font Programs,  PostScript Language
Specification (both the English version and any EFI-translated  version, if any)
and any other Adobe  Support  Information  shall  contain  the same  proprietary
notices which appear on or in such Adobe  Software,  Font  Programs,  PostScript
Language  Specification  and any other Adobe  Support  Information  delivered by
Adobe to EFI and as otherwise  reasonably  required by Adobe. More specifically,
EFI agrees that a valid Adobe  copyright  notice for the Adobe Software and Font
Programs will appear on the media.

         8.2  Restricted  Rights.  EFI will (a)  identify  and license the Adobe
Software,   Font  Programs  and  related  documentation  in  all  proposals  and
agreements with the United States Government or any contractor therefor; and (b)
legend or mark the Adobe  Software,  Font

[*] CERTAIN  CONFIDENTIAL  INFORMATION  CONTAINED  IN THIS  DOCUMENT,  MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION  PURSUANT TO RULE 24B-2 OF THE  SECURITIES  EXCHANGE ACT OF 1934,  AS
AMENDED.


<PAGE>


Programs and related  documentation  provided pursuant to any agreement with the
United States Government or any contractor therefor, as follows:

                  (i) For acquisition by or on behalf of civilian  agencies,  as
necessary to obtain  protection  substantially  equivalent  to that  afforded to
restricted  computer software and related  documentation  developed at a private
expense and which is existing  computer  software no part of which was developed
with government  funds and provided with'  Restricted  Rights in accordance with
subparagraphs (a) through (d) of the "Commercial  Computer Software - Restricted
Rights" clause at 48 C.F.R. 52.227-19 of the Federal Acquisition Regulations and
its successors;

                  (ii)  For  acquisition  by  or  on  behalf  of  units  of  the
Department of Defense  ("DoD") as necessary to obtain  protection  substantially
equivalent  to  that  afforded  to  commercial  computer  software  and  related
documentation  developed at private expense and provided with Restricted  Rights
as  defined  in DoD FAR  Supplement  48  C.F.R.  252.227-7013(c)(l)(ii)  and its
successors in effect for all solicitations and resulting  contracts issued on or
after May 18, 1987.

          8.3 Foreign Government Agreements.  EFI will take all reasonable steps
in making proposal/and agreements with foreign governments other than the United
States  which  involve  the  Adobe   Software,   Font   Programs,   and  related
documentation to ensure that Adobe's  proprietary rights in such Adobe Software,
Font Programs and related documentation receive the maximum protection available
from such  foreign  government  for  commercial  computer  software  and related
documentation developed at private expense.

9. MARKETING AND LICENSE TO USE TRADEMARKS.

         9.1 Marketing. EFI shall use reasonable efforts, in connection with the
First Commercial  Shipment of each Revised Object version,  to (a) provide sales
and  technical  training to relevant EFI dealers,  field sales  representatives,
sales support engineers,  systems engineers and customer support personnel;  (b)
consult  with  Adobe  in  the  development  of  applicable   product  brochures,
announcements  to the trade  press  and other  marketing  materials  related  to
Licensed  Systems;  (c) permit Adobe  participation in EFI's press  conferences,
dealer roll-outs and similar  activities  involving  Licensed  Systems;  and (d)
promote the  Licensed  Systems at trade shows at which  other EFI  products  are
displayed.  EFI shall  use  reasonable  efforts,  in  connection  with the First
Commercial  Shipment of each Revised Object version, to (a) provide the contract
representative designated in the applicable Licensed System Appendix with a copy
of  announcements  and press  releases  pertaining to Licensed  Systems prior to
their release to the public or the press,  and (b)  incorporate all changes that
Adobe  may  reasonably  request  to ensure  correct  Adobe  Trademark  usage and
accuracy  of content,  so long as Adobe has  provided  EFI with such  reasonably
requested  changes within five (5) business days following  EFI's  submission of
each such press release.

         9.2 Trademark License. Subject to this Agreement and Exhibit K ("Use of
Adobe Trademarks") hereto,  Adobe hereby grants to EFI a non-exclusive,  limited
license to use the

[*] CERTAIN  CONFIDENTIAL  INFORMATION  CONTAINED  IN THIS  DOCUMENT,  MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION  PURSUANT TO RULE 24B-2 OF THE  SECURITIES  EXCHANGE ACT OF 1934,  AS
AMENDED.


<PAGE>


Adobe Trademarks and the Typeface  Trademarks,  on Licensed Systems and in EFI's
advertising  and printed  materials  for the Revised  Object,  Font Programs and
Licensed Systems.

10. PAYMENTS.

         10.1 Source  Payments.  EFI shall pay Adobe the fees and  royalties set
forth in Exhibit H ("Payments") or in any Reference Port Appendix hereto.

         10.2 Licensed System  Payments.  EFI shall pay to Adobe the development
fees, if any, and royalties as set forth in each  Licensed  System  Appendix for
each  Licensed   System  which  is  used   internally  or  distributed  by  EFI.
Notwithstanding the foregoing,  EFI shall have no obligation to pay royalties on
units of Licensed  Systems which are used solely for development  and/or testing
purposes.  Adobe  agrees that EFI shall be  entitled  to receive a  volume-based
percentage  discount  to be  applied  against  royalties  owed to  Adobe  by EFI
hereunder  for Licensed  Systems and Font Programs  distributed  or used under a
Licensed System  Appendix.  Such volume  discounts shall be as reflected in, and
shall be granted in  accordance  with the terms and  conditions  of Paragraph 17
("Qualifying for Royalty  Discounts") of the Custom  PostScript  Interpreter OEM
License  Agreement,  effective  March 1, 1991,  between EFI and Adobe (the "CPSI
Agreement").  Quarterly  revenue  received by Adobe under this Agreement and the
CPSI Agreement  shall be aggregated  for the purpose of  determining  applicable
discount levels. In addition, Adobe agrees that the pricing for Licensed Systems
developed and  distributed  under this  Agreement  shall be consistent  with the
pricing for the Licensed  Systems (as defined in the CPSI  Agreement)  developed
and distributed under the CPSI Agreement.

         10.3 Font Program Royalties.  EFI shall also pay to Adobe the royalties
for the Roman Initial  Installation  Font Programs and Additional  Font Programs
distributed  with each Licensed  System as set forth in the applicable  Licensed
System  Appendix  hereto.  Adobe  agrees  that the  pricing  and any  applicable
discounts  for the Font  Programs  distributed  under  this  Agreement  shall be
consistent   with  the  pricing  and  discounts  for  the  Coded  Font  Programs
distributed under the CPSI Agreement.

         10.4  Upgrade  Payments.  EFI shall pay Adobe a royalty as set forth in
each  Licensed  System  Appendix for each Upgrade for which EFI charges a fee in
excess of the costs of the media and handling. EFI shall not be obligated to pay
Adobe a royalty for any  Upgrades  for which EFI charges a fee which covers only
the costs of the media and  handling.  To qualify  for the  pricing set forth in
this paragraph,  EFI will use commercially reasonable efforts to ensure that the
prior version of the Revised Object and Font Programs is destroyed.

         10.5 Other  Payments.  Certain  payments  to Adobe,  including  but not
limited to  advances  against  royalties,  will be  designated  in the  specific
Licensed System Appendix.  Advances against  royalties for a specified  Licensed
System are recoupable only against royalties for that Licensed System during the
eighteen (18) month period  following  Adobe's  delivery of the Final Release as
defined in the applicable Licensed System Appendix.

[*] CERTAIN  CONFIDENTIAL  INFORMATION  CONTAINED  IN THIS  DOCUMENT,  MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION  PURSUANT TO RULE 24B-2 OF THE  SECURITIES  EXCHANGE ACT OF 1934,  AS
AMENDED.


<PAGE>


         10.6 Taxes. In addition to any other payments due under this Agreement,
EFI agrees to pay, and to indemnify  and hold Adobe  harmless  from,  any sales,
use, excise,  import or export,  value added or similar tax or duty not based on
Adobe's net income,  including any penalties and interest,  as well as any costs
associated  with the collection or  withholding  thereof,  and all  governmental
permit fees,  license fees and customs and similar fees levied upon the delivery
by Adobe of the Adobe  Deliverables  to EFI hereunder,  which Adobe may incur in
respect of this  Agreement.  If a resale  certificate  or other  certificate  or
document  of  exemption  is  required in order to exempt all or any of the Adobe
Software or other  deliverables  from any such tax liability,  EFI will promptly
furnish it to Adobe.

         10.7 Payment of Royalties.  All  royalties  due in accordance  with the
terms of the Agreement  shall be paid within  forty-five (45) days after the end
of each calendar quarter.  With each royalty payment EFI shall include a written
summary broken out by month of sale and country category (U.S., Canada,  Europe,
Far East, Rest of World), of (a) the number and type of Licensed Systems sold or
used  internally  by EFI  during  the  quarter;  and (b) the  number and type of
Additional Font Programs by Typeface  bundled as a part of such Licensed Systems
and licensed to End Users or used internally by EFI during the quarter;  and (c)
any other  information  which may be required to determine whether EFI is paying
the correct  royalty amount  hereunder.  Licensed  Systems that are returned for
which refunds are made by EFI shall be credited by EFI against  royalties due to
Adobe for such Licensed  Systems.  Notwithstanding  the foregoing,  in the event
that EFI provides a partial refund of the price of a returned  Licensed  System,
EFI shall be entitled to obtain a partial credit against  royalties due for such
Licensed System. At Adobe's request, EFI shall orally advise Adobe each month of
its estimate of the number of copies of the Licensed Systems and Additional Font
Programs  shipped by EFI during the  previous  month and the  royalties  accrued
thereby.  Such oral communication shall be subject to final adjustment by EFI at
the end of each accounting period.

         10.8 Right of Audit.  EFI shall  maintain a complete,  clear,  accurate
record  of:  (a)  the  number  and  type of  Licensed  Systems  shipped  or used
internally by EFI, (b) a designation of which of the  Additional  Font Programs,
if any,  were  bundled as a part of such  Licensed  System and whether they were
licensed to End Users or used internally by EFI during the quarter,  and (c) any
other  information  which may be required to determine whether EFI is paying the
correct royalty amount  hereunder.  To ensure  compliance with the terms of this
Agreement, Adobe shall have the right to have an inspection and audit of all the
relevant  accounting  and  sales  books  and  records  of  EFI  conducted  by an
independent  audit firm reasonably  acceptable to both parties whose fee is paid
by Adobe,  and shall be conducted during regular business hours at EFI's offices
and in such a manner as not to interfere with EFI's normal business  activities.
In no event shall audits be made hereunder more  frequently  than once per year.
If such inspections should disclose any  underreporting,  EFI shall promptly pay
Adobe  such  amount,  together  with  interest  thereon  at the  rate of one and
one-half percent (1 1/2%) per month or the highest interest rate allowed by law,
whichever is lower from the date on which such amount became due.

         10.9 When Royalties Earned. All royalties due hereunder shall be earned
on the date EFI ships a Licensed System to its customer, except for the shipment
of a Licensed System

[*] CERTAIN  CONFIDENTIAL  INFORMATION  CONTAINED  IN THIS  DOCUMENT,  MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION  PURSUANT TO RULE 24B-2 OF THE  SECURITIES  EXCHANGE ACT OF 1934,  AS
AMENDED.


<PAGE>


between  EFI and  its  Subsidiary  or  between  Subsidiaries  for  resale.  Such
royalties  shall be  earned  when the  Licensed  System  is first  shipped  to a
customer other than EFI or any Subsidiary.

11. PERFORMANCE WARRANTY.

         11.1  Reference  Port  Warranties.  Adobe warrants that for a period of
ninety  (90)  days  from  the  date  of  delivery  of a  Reference  Port  to EFI
(hereinafter  the  "Warranty  Period"),  the Reference  Port Support  Source and
Unmodified Core contained in a Reference Port will compile,  assemble,  and link
as part of the Reference System to yield the  corresponding  object code version
of the Reference  Port.  Additionally,  subject to any  exceptions  specified by
Adobe at the time of  delivery,  the object code version of the  Reference  Port
will  execute   substantially   in  accordance  with  the  PostScript   Language
Specification  (excluding any portions of the PostScript Language  Specification
not  applicable  to the  specified  Reference  System)  when used as part of the
Reference  System  specified in the Reference Port  Appendix.  If EFI reports to
Adobe a failure of such  Reference  Port to conform to the foregoing  warranties
during the  applicable  Warranty  Period,  and provides such detail as Adobe may
require to permit Adobe to reproduce such failure,  Adobe, at its expense, shall
use reasonable  commercial  efforts to modify or replace the Reference Port in a
timely manner to correct such failure.

         11.2 Update  Warranties.  Adobe  warrants  that, for a period of ninety
(90) days from the date of  delivery of an Update to EFI  hereunder,  subject to
EFI's  purchase of support  services as described in Exhibit E ("Reference  Port
Training and Support")  (the  "Warranty  Period"),  the  Reference  Port Support
Source and  Unmodified  Core  contained  in an Update to a  Reference  Port will
compile,  assemble,  and  link as part of the  Reference  System  to  yield  the
corresponding  object code version of the Update.  Additionally,  subject to any
exceptions  specified by Adobe at the time of delivery,  the object code version
of the Update will  execute  substantially  in  accordance  with the  PostScript
Language  Specification  (excluding  any  portions  of the  PostScript  Language
Specification  not applicable to the specified  Reference System) as part of the
applicable Reference System. If EFI reports to Adobe a failure of such Update to
conform to the foregoing  warranties during the applicable  Warranty Period, and
provides  such detail as Adobe may  require to permit  Adobe to  reproduce  such
failure,  Adobe,  at its expense,  shall use  reasonable  commercial  efforts to
modify or replace the Update in a timely manner to correct such failure.

         11.3  Limitations on Warranties.  EFI  acknowledges  that the Reference
Ports  delivered by Adobe to EFI  hereunder  will require  adaptation  by EFI or
Adobe for compatibility with EFI platforms and  configurations,  which platforms
and configurations will generally be different from the development  environment
and  Reference  System  specified  by  Adobe.  EFI  acknowledges  that the Adobe
Software is of such  complexity  that it may have inherent  defects,  and agrees
that Adobe makes no other warranty,  either express or implied, as to any matter
whatsoever.  THE FOREGOING  STATES  ADOBE'S SOLE AND  EXCLUSIVE  WARRANTY TO EFI
CONCERNING THE ADOBE SOFTWARE AN]) EFI'S SOLE AND EXCLUSIVE REMEDY FOR BREACH OF
WARRANTY. EXCEPT AS EXPRESSLY SET FORTH

[*] CERTAIN  CONFIDENTIAL  INFORMATION  CONTAINED  IN THIS  DOCUMENT,  MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION  PURSUANT TO RULE 24B-2 OF THE  SECURITIES  EXCHANGE ACT OF 1934,  AS
AMENDED.


<PAGE>


ABOVE,  THE ADOBE  SUPPORT  INFORMATION  AND ANY OTHER  ADOBE  DELIVERABLES  ARE
PROVIDED  STRICTLY  "AS IS."  EXCEPT FOR THE EXPRESS  WARRANTIES  STATED IN THIS
AGREEMENT, ADOBE MAKES NO ADDITIONAL WARRANTIES,  EXPRESS, IMPLIED, ARISING FROM
COURSE OF  DEALING  OR USAGE OF TRADE,  OR  STATUTORY,  AS TO THE ADOBE  SUPPORT
INFORMATION  OR ANY OTHER  ADOBE  DELIVERABLES,  OR ANY  MATTER  WHATSOEVER.  IN
PARTICULAR, ANY AND ALL WARRANTIES OF MERCHANTABILITY,  FITNESS FOR A PARTICULAR
PURPOSE AND NONINFRINGEMENT  ARE EXPRESSLY EXCLUDED.  THIS IS A LIMITED WARRANTY
AND IS THE ONLY WARRANTY MADE BY ADOBE.  EFI SHALL NOT HAVE THE RIGHT TO MAKE OR
PASS ON, AN]) SHALL TAKE ALL  MEASURES  NECESSARY  TO ENSURE THAT NEITHER IT NOR
ANY OF ITS AGENTS OR  EMPLOYEES  SHALL  MAKE OR PASS ON, ANY  EXPRESS OR IMPLIED
WARRANTY OR REPRESENTATION ON BEHALF OF ADOBE TO ANY EFI CUSTOMER,  END USER, OR
THIRD PARTY.

12. TRAINING AND SUPPORT.

         12.1 Adobe Training. Adobe agrees to provide the training and technical
assistance  described in Exhibit E ("Reference Port Training and Support") or in
any Reference Port or Licensed System Appendix.

         12.2 EFI Support.  EFI will have the sole responsibility for supporting
its End Users and will provide End Users with reasonable End User documentation,
warranty service, and telephone support for the use of Licensed Systems and Font
Programs consistent with good industry practice.

13. PROPRIETARY RIGHTS INDEMNITY.

         13.1 By Adobe. Adobe agrees to indemnify and defend EFI from any costs,
damages,  and  reasonable  attorneys'  fees  resulting  from any claims by third
parties that the uses  permitted  hereunder of the Adobe  Software  infringe any
U.S. patents, U.S. copyrights, or U.S. trademarks or any patents,  copyrights or
trademarks  of Japan,  Germany,  France,  Italy,  The United  Kingdom,  Denmark,
Ireland,  Greece,  Spain,  Portugal,   Sweden,  Norway,  Finland,   Switzerland,
Australia, Austria, Belgium, Canada, Luxembourg or The Netherlands (the "Foreign
Jurisdictions"), provided that EFI gives Adobe prompt written notice of any such
claim,  tenders to Adobe the  defense or  settlement  of such a claim at Adobe's
expense, and cooperates with Adobe, at Adobe's expense, in defending or settling
such claim.  Adobe's aggregate cumulative liability for infringement of patents,
copyrights  or  trademarks  of each  Foreign  Jurisdiction  shall not exceed the
greater of (i) One Million Five Hundred  Thousand Dollars  ($1,500,000.00)  less
any amounts previously paid or then currently payable by Adobe to EFI under this
clause (i) of this PARAGRAPH 13.1 for  infringement of patents,  copyrights,  or
trademarks of any of the Foreign Jurisdictions,  or (ii) the aggregate amount of
royalty  payments  actually  received by Adobe from EFI for the Licensed Systems
distributed in such Foreign Jurisdiction up to a maximum of Five Million Dollars
($5,000,000.00).

[*] CERTAIN  CONFIDENTIAL  INFORMATION  CONTAINED  IN THIS  DOCUMENT,  MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION  PURSUANT TO RULE 24B-2 OF THE  SECURITIES  EXCHANGE ACT OF 1934,  AS
AMENDED.


<PAGE>


         If Adobe receives notice of an alleged  infringement or if EFI's use of
the Adobe Software shall be prevented by permanent injunction, Adobe may, at its
sole option and expense, procure for EFI the right to continued use of the Adobe
Software  as  provided  hereunder,  modify the Adobe  Software  so that it is no
longer infringing, or replace the Adobe Software with computer software of equal
or  superior  functional  capability.  THE  RIGHTS  GRANTED  TO EFI  UNDER  THIS
PARAGRAPH  SHALL BE EFI'S SOLE AND EXCLUSIVE  REMEDY AND ADOBE'S SOLE OBLIGATION
FOR ANY ALLEGED  INFRINGEMENT  OF ANY  PATENT,  COPYRIGHT,  TRADEMARK,  OR OTHER
PROPRIETARY  RIGHT.  ADOBE  WILL  HAVE  NO  LIABILITY  TO  EFI  IF  ANY  ALLEGED
INFRINGEMENT OR CLAIM OF INFRINGEMENT IS BASED UPON (A) THE  MODIFICATION OF THE
ADOBE  SOFTWARE  BY EFI OR ANY THIRD  PARTY,  (B) USE OF THE ADOBE  SOFTWARE  IN
CONNECTION OR IN COMBINATION WITH EQUIPMENT,  DEVICES, OR SOFTWARE NOT DELIVERED
BY ADOBE (IF SUCH  INFRINGEMENT  OR CLAIM COULD HAVE BEEN  AVOIDED BY THE USE OF
THE UNMODIFIED ADOBE SOFTWARE WITH OTHER EQUIPMENT, DEVICES OR SOFTWARE), OR (C)
THE USE OF ANY ADOBE SOFTWARE OTHER THAN AS PERMITTED UNDER THIS AGREEMENT OR IN
A MANNER FOR WHICH IT WAS NOT  INTENDED  OR USE OF OTHER  THAN THE MOST  CURRENT
RELEASE OF THE ADOBE  SOFTWARE  (IF SUCH CLAIM WOULD HAVE BEEN  PREVENTED BY THE
USE OF SUCH RELEASE).

         13.2 By EFI. EFI agrees to  indemnify  and defend Adobe from any costs,
damages,  and  reasonable  attorneys'  fees  resulting  from all claims by third
parties arising from the use, manufacture,  and distribution of Licensed Systems
by EFI and its direct and indirect customers in any country, worldwide, provided
that Adobe gives EFI prompt written notice of any such claim, tenders to EFI the
defense or settlement of any such claim at EFI's expense,  and  cooperates  with
EFI, at EFI's  expense,  in defending or settling  such claim.  EFI WILL HAVE NO
LIABILITY  TO ADOBE  WITH  RESPECT TO ANY CLAIM BY THIRD  PARTIES  THAT THE USES
PERMITTED  HEREUNDER OF THE ADOBE SOFTWARE  INFRINGE ANY PATENTS,  COPYRIGHTS OR
TRADEMARKS OF ANY COUNTRY SO LONG AS SUCH CLAIM OF  INFRINGEMENT  DOES NOT ARISE
FROM (A) THE  MODIFICATION OF THE ADOBE SOFTWARE BY EFI OR ANY THIRD PARTY,  (B)
USE OF THE ADOBE  SOFTWARE  IN  CONNECTION  OR IN  COMBINATION  WITH  EQUIPMENT,
DEVICES, OR SOFTWARE NOT DELIVERED BY ADOBE (IF SUCH INFRINGEMENT OR CLAIM COULD
HAVE  BEEN  AVOIDED  BY THE USE OF THE  UNMODIFIED  ADOBE  SOFTWARE  WITH  OTHER
EQUIPMENT, DEVICES OR SOFTWARE), OR (C) THE USE OF ANY ADOBE SOFTWARE OTHER THAN
AS PERME[TED  UNDER THIS  AGREEMENT OR IN A MANNER FOR WHICH IT WAS NOT INTENDED
OR USE OF OTHER THAN THE MOST  CURRENT  RELEASE OF THE ADOBE  SOFTWARE  (IF SUCH
CLAIM WOULD HAVE BEEN PREVENTED BY THE USE OF SUCH RELEASE).

14. TERM AND CANCELLATION.

[*] CERTAIN  CONFIDENTIAL  INFORMATION  CONTAINED  IN THIS  DOCUMENT,  MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION  PURSUANT TO RULE 24B-2 OF THE  SECURITIES  EXCHANGE ACT OF 1934,  AS
AMENDED.


<PAGE>


         14.1 Term.  The initial  term of this  Agreement  is for five (5) years
from the Effective  Date,  unless this Agreement is terminated  for cause.  This
Agreement  may be  renewed  annually  on its  anniversary  date at the option of
either party (subject to the written consent of the other party),  provided that
(a) EFI has made all the payments required by this Agreement, (b) there has been
no uncured breach of this  Agreement,  or any Reference Port or Licensed  System
Appendix,  and (c) the Revised Object is still  supported by EFI for use as part
of Licensed Systems.

         14.2 Cancellation by Adobe for Cause. This Agreement shall terminate in
the event of any material  breach by EFI which  continues after thirty (30) days
written notice of said breach (which notice shall, in reasonable detail, specify
the nature of the breach) by Adobe to EFI.

         14.3  Cancellation  by EFI for Cause. If any material breach under this
Agreement  by Adobe  continues  after  thirty (30) days  written  notice of said
breach  (which notice shall,  in  reasonable  detail,  specify the nature of the
breach) by EFI to Adobe,  EFI may seek any damages arising under this Agreement,
and (a) continue this Agreement in full force and effect,  or (b) terminate this
Agreement on written notice to Adobe.

         14.4  Termination  by  EFI  for  Convenience.  This  Agreement  may  be
terminated by EFI for its convenience upon thirty (30) days prior written notice
to Adobe.

         14.5 Bankruptcy.  In addition to any material breach of this Agreement,
the application  for, or adjudication  in,  bankruptcy by EFI, the insolvency of
EFI, or the dissolution of EFI, shall terminate this Agreement.

         14.6  Obligations on  Cancellation,  Termination  or  Expiration.  Upon
cancellation, termination, or expiration of this Agreement:

                  14.6.1 Licenses  Terminated.  The licenses granted pursuant to
PARAGRAPH 2 ("Scope of EFI's Licenses") shall terminate immediately.

                  14.6.2  Safeguarding of Proprietary Rights. EFI shall continue
to be responsible for safeguarding  the proprietary  rights of Adobe and Adobe's
suppliers in accordance with PARAGRAPH 8 ("Proprietary  Rights and Legends") and
Exhibit J ("Secure  Procedures for Handling Adobe Support  Information") of this
Agreement after such cancellation, termination, or expiration.

                  14.6.3 Return or  Destruction of Adobe  Information.  EFI will
immediately  discontinue  use and  distribution  of, and  return or destroy  all
copies  of,  Adobe  Support  Information  and other  Adobe  Deliverables  in its
possession  (including copies placed in any storage device under EFI's control).
Upon  Adobe's  request,  EFI shall  warrant  in  writing  to Adobe its return or
destruction of all of Adobe's proprietary information within thirty (30) days of
cancellation, termination or expiration.

                  14.6.4 Payment. The payment date of all monies due Adobe shall

[*] CERTAIN  CONFIDENTIAL  INFORMATION  CONTAINED  IN THIS  DOCUMENT,  MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION  PURSUANT TO RULE 24B-2 OF THE  SECURITIES  EXCHANGE ACT OF 1934,  AS
AMENDED.


<PAGE>


automatically  be  accelerated  so that they shall become due and payable on the
effective  date  of  termination,   even  if  longer  terms  had  been  provided
previously.

                  14.6.5  Continued  Use  by  End  Users.  End  Users  shall  be
permitted  the continued and  uninterrupted  use of the Revised  Object and Font
Programs for the balance of the term of their End User agreements,  as specified
in such  agreements,  provided  that  and so long  as the End  Users  are not in
default of their End User agreements.

                  14.6.6 Assignment on Default. EFI's rights upon default of the
End Users  relating to the Revised  Object and Font Programs as specified in the
End User agreement shall automatically be assigned to Adobe.

                  14.6.7  Support  and  Maintenance:  No  Right  to  Sublicense.
Notwithstanding  the  foregoing,  EFI shall  have the  right to retain  five (5)
copies of the Revised Object and use such Revised Object to the extent  required
for support and  maintenance  purposes but EFI shall have no right to sublicense
or otherwise  distribute the Revised Object or Font Programs or any other rights
with  respect  to  such  software  except  as  specifically  set  forth  in this
paragraph.

                  14.6.8   Right  to  Sell-Off   Inventory.   In  the  event  of
termination or expiration of this Agreement (except for termination by Adobe due
to a breach of this  Agreement  by EFI),  EFI shall have six (6) months from the
effective date of  termination  to distribute its inventory of Licensed  Systems
and  Upgrades in  existence at the time of such  termination  provided  that EFI
continues to make all  payments  and provide all reports to Adobe in  accordance
with  PARAGRAPH 10  ("Payments")  and to observe all other terms and  conditions
imposed on EFI hereunder with respect to distribution of the Revised Object.

15. LIMITATION OF LIABILITY.

         15.1 Adobe.  ADOBE WILL NOT BE LIABLE TO EFI OR ANY OTHER PARTY FOR ANY
INCIDENTAL,  SPECIAL OR  CONSEQUENTIAL  DAMAGES.  The  foregoing  limitation  of
liability is  independent  of any exclusive  remedies for breach of warranty set
forth in this Agreement.

         15.2 EFI.  EFI WILL NOT BE  LIABLE TO ADOBE OR ANY OTHER  PARTY FOR ANY
INCIDENTAL,  SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF ANY BREACH OF THIS
AGREEMENT,  EXCEPT FOR ANY BREACH OF PARAGRAPHS 2 ("SCOPE OF EFI'S LICENSES"), 8
("PROPRIETARY  RIGHTS  AND  LEGENDS"),  AND 9  ("MARKETING  AND  LICENSE  TO USE
TRADEMARKS"). EFI'S LIABILITY TO ADOBE FOR DAMAGES CAUSED BY EFI'S BREACH OF THE
PROVISIONS  OF THIS  AGREEMENT  SHALL NOT EXCEED  TWENTY  FIVE  MILLION  DOLLARS
($25,000,000)  UNLESS SUCH BREACH RESULTS FROM INTENTIONAL OR GROSSLY  NEGLIGENT
CONDUCT  BY EFI,  IN WHICH  CASE  EFI'S  LIABIUTY  SHALL NOT BE  SUBJECT TO SUCH
LIMITATION.  To  establish  "intentional  conduct,"  Adobe  must show that EFI's
breach of this  Agreement was authorized by EFI management or reckless under the
circumstances. To establish "gross negligence," Adobe must show that there

[*] CERTAIN  CONFIDENTIAL  INFORMATION  CONTAINED  IN THIS  DOCUMENT,  MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION  PURSUANT TO RULE 24B-2 OF THE  SECURITIES  EXCHANGE ACT OF 1934,  AS
AMENDED.


<PAGE>


was a substantial departure by EFI from the standard of conduct required by this
Agreement.

16. GENERAL.

         16.1 Governing Law. This Agreement shall be governed in all respects by
the laws of the United  States of America  and the State of  California  as such
laws are applied to agreements  entered into and to be performed entirely within
California  between  California  residents.  The  parties  agree that the United
Nations  Convention  on  Contracts  for  the  International  Sale  of  Goods  is
specifically excluded from application to this Agreement.

         16.2 Attorneys' Fees. In the event any proceeding or lawsuit is brought
by Adobe, its suppliers or EFI in connection with this Agreement, the prevailing
party in such proceeding shall be entitled to receive its costs,  expert witness
fees and reasonable attorneys' fees, including costs and fees on appeal.

         16.3 Forum. All disputes arising under this Agreement may be brought in
Superior  Court of the State of  California in Santa Clara County or the Federal
District Court of San Jose, California,  as permitted by law. The Superior Court
of Santa Clara County and the Federal District Court of San Jose shall each have
non-exclusive  jurisdiction over disputes under this Agreement.  EFI consents to
the personal jurisdiction of the above courts.

         16.4 Notices.  All notices or reports  permitted or required under this
Agreement  shall be in writing  and shall be  delivered  by  personal  delivery,
telegram,  telex,  telecopier,   facsimile  transmission,  or  by  certified  or
registered  mail,  return  receipt  requested,  and shall be deemed  given  upon
personal   delivery,   five  (5)  days  after  deposit  in  the  mail,  or  upon
acknowledgment of receipt of electronic transmission.  Notices shall be sent to:
(i) the  contract  representative  designated  in the specific  Licensed  System
Appendix  if the  notice  or report  relates  to one or more  specific  Licensed
Systems and (ii) a copy to the  signatory  of this  Agreement at the address set
forth at the end of this  Agreement  or such other  address as either  party may
specify in writing.  If the notice is to Adobe, a copy shall also be sent to the
attention of its General Counsel.

         16.5   Injunctive   Relief.   It  is   understood   and  agreed   that,
notwithstanding any other provisions of this Agreement, breach of the provisions
of this Agreement by EFI may cause Adobe  irreparable  damage for which recovery
of money damages would be inadequate, and that Adobe shall therefore be entitled
to seek timely  injunctive relief to protect Adobe's rights under this Agreement
in addition to any and all remedies available at law.

         16.6 No Agency. Nothing contained herein shall be construed as creating
any agency, partnership, or other form of joint enterprise between the parties.

         16.7 Force Majeure.  Neither party shall be liable  hereunder by reason
of any failure or delay in the performance of its obligations  hereunder (except
for the payment of money) on account of strikes, shortages, riots, insurrection,
fires, flood, storm,  explosions,  acts of God, war,  governmental action, labor
conditions,  earthquakes,  material shortages or any other cause which

[*] CERTAIN  CONFIDENTIAL  INFORMATION  CONTAINED  IN THIS  DOCUMENT,  MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION  PURSUANT TO RULE 24B-2 OF THE  SECURITIES  EXCHANGE ACT OF 1934,  AS
AMENDED.


<PAGE>


is beyond the reasonable control of such party.

         16.8 Waiver. The failure of either party to require  performance by the
other party of any  provision  hereof shall not affect the full right to require
such performance at any time thereafter; nor shall the waiver by either party of
a  breach  of any  provision  hereof  be  taken  or held to be a  waiver  of the
provision itself.

         16.9  Severability.  In the event that any provision of this  Agreement
shall be  unenforceable  or invalid  under any  applicable  law or be so held by
applicable court decision,  such unenforceability or invalidity shall not render
this Agreement  unenforceable  or invalid as a whole,  and, in such event,  such
provision  shall  be  changed  and  interpreted  so as to  best  accomplish  the
objectives  of such  unenforceable  or  invalid  provision  within the limits of
applicable law or applicable court decisions.

         16.10 Headings.  The paragraph headings appearing in this Agreement are
inserted only as a matter of convenience and in no way define, limit,  construe,
or  describe  the scope or extent of such  paragraph  or in any way affect  this
Agreement.

         16.11 No Patent License.

                  16.11.1  Definitions.  As used herein,  "Adobe  Patent  Right"
means any patent right  arising  under any United  States or foreign  patent now
owned by, or later issued or assigned to Adobe, applicable to the Adobe Software
or any other items licensed by Adobe to EFI hereunder.  "EFI Patent Right" means
any patent right  arising  under any United  States or foreign  patent issued or
assigned  to EFI and having a first  effective  filing  date  after an  inventor
listed on such patent had access to the Adobe Support  Information  and in which
an inventor  listed on such patent is (a) an employee or  contractor  of EFI who
has reviewed and used the Adobe  Support  Information  and (b) the Adobe Support
Information contributed to and is a substantial part of the claimed invention.

                  16.11.2 Adobe  Patents.  Adobe  covenants  that, to the extent
that EFI, EFI's End Users and EFI's Subsidiaries, sublicensees, and other direct
and indirect customers of Licensed Systems  (collectively  "Customers") exercise
the  rights  expressly  granted  to EFI or which EFI is  authorized  to grant to
Customers  herein,  Adobe will not (a) assert any Adobe Patent Right against EFI
or its  Customers,  or (b) require any additional fee or royalty from EFI or its
Customers based upon any Adobe Patent Right.

                  16.11.3  EFI  Patents.  EFI agrees that it will not (a) assert
any EFI  Patent  Right  against  Adobe or  against  any  Adobe  sublicensees  or
customers with respect to products  containing software sold or licensed to them
by Adobe,  or (b) require any fee or royalty from Adobe or such  sublicensees or
customers based upon any EFI Patent Right.

         This  PARAGRAPH  16.11 shall survive  termination or expiration of this
Agreement.

[*] CERTAIN  CONFIDENTIAL  INFORMATION  CONTAINED  IN THIS  DOCUMENT,  MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION  PURSUANT TO RULE 24B-2 OF THE  SECURITIES  EXCHANGE ACT OF 1934,  AS
AMENDED.


<PAGE>


         16.12 Assignment.  Neither this Agreement nor any rights or obligations
of EFI  hereunder  may be assigned by EFI in whole or in part  without the prior
written  approval  of  Adobe;  provided  that  EFI may  assign  its  rights  and
obligations  under  this  Agreement  without  Adobe's  consent in the event of a
merger  in  which  EFI is not  the  surviving  corporation  or a sale  of all or
substantially  all of the assets of EFI to any company  that (i) is not an Adobe
competitor  and (ii) has its primary  place of business in a country in which at
least one other Adobe OEM has its principal place of business,  and such OEM has
a  license  agreement  with  Adobe for  support  source  code of the  PostScript
software.  Any  assignment  in breach of the  foregoing  shall be void and of no
effect.  Adobe's  rights  and  obligations,  in  whole or in  part,  under  this
Agreement  may be  assigned  by Adobe.  Adobe may  exercise  full  transfer  and
assignment rights in any manner at Adobe's discretion and specifically may sell,
pledge,  or  otherwise  transfer  its  right to  receive  royalties  under  this
Agreement.

         16.13 Export.  EFI  acknowledges  that the laws and  regulations of the
United  States  restrict the export and re-export of  commodities  and technical
data of United  States  origin,  including the Adobe  Support  Information.  EFI
agrees that it will not export or re-export the Adobe Support Information in any
form, without the appropriate United States and foreign  governmental  licenses.
EFI agrees that its  obligations  pursuant to this  paragraph  shall survive and
continue after any termination or expiration of rights under this Agreement.

         16.14 Full Power.  Each party  warrants that it has full power to enter
into and perform this  Agreement,  and the person signing this Agreement on each
party's  behalf  has been  duly  authorized  and  empowered  to enter  into this
Agreement. EFI further acknowledges that it has read this Agreement, understands
it and agrees to be bound by it.

         16.15 Confidential Agreement.  Neither party will disclose any terms or
the existence of this Agreement,  except pursuant to a mutually  agreeable press
release or as otherwise required by law.

         16.16  Counterparts.  This Agreement may be executed  simultaneously in
two or more counterparts,  each of which will be considered an original, but all
of which together will constitute one and the same instrument.

         16.17  Entire  Agreement.  This  Agreement  together  with the exhibits
completely  and  exclusively  states the agreement of the parties  regarding its
subject  matter.  It  supersedes,  and its terms  govern,  all prior  proposals,
agreements,  or other  communications  between  the  parties,  oral or  written,
regarding such subject matter.  This Agreement shall not be modified except by a
subsequently  dated written  amendment or appendix signed on behalf of Adobe and
EFI by their duly  authorized  representative  and any  provision  or a purchase
order  purporting  to supplement  or vary the  provisions  hereof shall be void.
Notwithstanding  the foregoing,  the  Confidentiality  Agreement shall remain in
full force and effect.

         IN WITNESS  WHEREOF,  the parties  hereto  have caused this  PostScript
Support Source and Object Code Distribution  License Agreement to be executed by
their duly authorized representatives.

[*] CERTAIN  CONFIDENTIAL  INFORMATION  CONTAINED  IN THIS  DOCUMENT,  MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION  PURSUANT TO RULE 24B-2 OF THE  SECURITIES  EXCHANGE ACT OF 1934,  AS
AMENDED.


<PAGE>


ADOBE:                                           EFI

ADOBE SYSTEMS INCORPORATED                       ELECTRONICS FOR IMAGING, INC.

By: /s/ Stephen A. MacDonald                     By: /s/ Dan Avida

Print                                            Print
Name: Stephen A. MacDonald                       Name:Dan Avida
Title: Senior Vice President                     Title: President and CEO
       and General Manager

Date: 09/12/95                                   Date: 09/08/95

Address for Notice:                              Address for Notice:

1585 Charleston Road                             2855 Campus Drive
P.O. Box 7900                                    San Mateo, CA 94403
Mountain View, CA 94039-7900


[*] CERTAIN  CONFIDENTIAL  INFORMATION  CONTAINED  IN THIS  DOCUMENT,  MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION  PURSUANT TO RULE 24B-2 OF THE  SECURITIES  EXCHANGE ACT OF 1934,  AS
AMENDED.


<PAGE>


                                    EXHIBIT A

                               ADOBE DELIVERABLES
                     (POSTSCRIPT SUPPORT SOURCE WITH OBJECT)

         The Adobe Deliverables for the initial or any subsequent Reference Port
shall consist of: one (1) master copy of the  Reference  Port,  Adobe  Screening
Test Suite and the documentation of the Adobe Screening Test Suite, as described
on the Reference  Port Appendix and one (1) master copy of the Reference Port in
object  code-form  suitable for execution on a Reference  System,  including the
appropriate  controller and printer engine  required to verify that the compiled
Object code  version of the  Reference  Port  executes as part of the  Reference
System in accordance  with the warranty  provisions  set forth in PARAGRAPH 11.1
("Reference Port Warranties") of the Agreement.

         The Adobe Deliverables may also include Example Source, which are those
portions of the Adobe  Software  which are provided in source code form by Adobe
to EFI for the sole purpose of demonstrating an example of software  development
that  implements  certain  functions  which EFI may wish to  emulate  in its own
implementation  of a  Licensed  System.  Example  Source  shall not be  included
within,  or as part of, the  definition of a Reference Port for purposes of this
Agreement.

         Adobe will provide the "page pipeline" portion of the Adobe Software in
source code form and any mutually agreeable changes to this code.

         Adobe will also supply whatever utility tools it may deem are needed by
EFI to facilitate EFI's use of the Reference Port to develop a Licensed System.

[*] CERTAIN  CONFIDENTIAL  INFORMATION  CONTAINED  IN THIS  DOCUMENT,  MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION  PURSUANT TO RULE 24B-2 OF THE  SECURITIES  EXCHANGE ACT OF 1934,  AS
AMENDED.


<PAGE>


                                   EXHIBIT B-I

                        EMPLOYEE NONDISCLOSURE AGREEMENT





[*] CERTAIN  CONFIDENTIAL  INFORMATION  CONTAINED  IN THIS  DOCUMENT,  MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION  PURSUANT TO RULE 24B-2 OF THE  SECURITIES  EXCHANGE ACT OF 1934,  AS
AMENDED.


<PAGE>


                          ELECTRONICS FOR IMAGING, INC.

                    EMPLOYMENT, CONFIDENTIAL INFORMATION AND
                         INVENTION ASSIGNMENT AGREEMENT

         As a condition of my employment with Electronics for Imaging, Inc., its
subsidiaries, affiliates, successors or assigns (together the "Company"), and in
consideration  of  my  employment  with  the  Company  and  my  receipt  of  the
compensation  now and  hereafter  paid  to me by the  Company,  I  agree  to the
following:

         1. At-Will Employment.  I understand and acknowledge that my employment
with the Company is for an  unspecified  duration and  constitutes  an "at-will"
employment. I acknowledge that this employment relationship may be terminated at
any time,  with or without  cause at the option of either the Company or myself,
with or without notice.

         2. Confidential Information.

                (a)  Company and Third  Party  Information.  I agree that at all
times during the term of my employment and  thereafter,  to hold in strictest of
confidence,  and not to  use,  except  for the  benefit  of the  Company,  or to
disclose to any person, firm or corporation without written authorization of the
Board of Directors of the Company, any Confidential  Information of the Company.
I  understand  that  "Confidential  Information"  means any Company  proprietary
information,  technical  data,  trade  secrets or know-how,  including,  but not
limited to,  information  relating to products,  services,  software,  research,
developments,   technology,   hardware  configuration  information,   marketing,
finances or other  business  information  disclosed to me by the Company  either
directly or indirectly in writing, orally or by drawings or observation of parts
or equipment.  I recognize  that the Company has received and in the future will
receive from third parties their confidential or proprietary information subject
to a duty  on the  Company's  part  to  maintain  the  confidentiality  of  such
information  and to use it only for certain limited  purposes,  and I understand
that such information is also  Confidential  Information.  I further  understand
that  Confidential  Information does not include any of the foregoing items that
has become publicly known and made generally  available  through no wrongful act
of mine or of others who were under  confidentiality  obligations as to the item
or items involved.

                (b) Former Employer Information. I agree that I will not, during
my  employment  with the Company,  improperly  use or disclose  any  proprietary
information  or trade secrets of any former or concurrent  employer or any other
person or entity and that I will not bring onto the  premises of the Company any
unpublished document or proprietary  information belonging to any such employer,
person or entity  unless  consented  to in writing by such  employer,  person or
entity.

[*] CERTAIN  CONFIDENTIAL  INFORMATION  CONTAINED  IN THIS  DOCUMENT,  MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION  PURSUANT TO RULE 24B-2 OF THE  SECURITIES  EXCHANGE ACT OF 1934,  AS
AMENDED.


<PAGE>


          3. Inventions.

                  (a) Inventions Retained and Licensed.  I have attached hereto,
as Exhibit A, a list  describing all  inventions,  original works of authorship,
developments,  improvements,  and trade secrets that were made to me prior to my
employment with the Company  (collectively  referred to as "Prior  Inventions"),
that belong to me , that relate to the Company's proposed business,  products or
research and  development,  and that are not assigned to the Company  hereunder;
or,  if no such list is  attached,  I  represent  that  there are no such  Prior
Inventions.  If in the course of my employment  with the Company,  I incorporate
into the Company product, process or machine a Prior Invention owned by me or in
which I have an  interest,  the  Company  is  hereby  granted  and  will  have a
nonexclusive,  royalty-free, irrevocable, perpetual, worldwide license, with the
right to grant sublicenses,  to make, have made, modify, use and sell such Prior
Invention as part of or in connection with such product, process or machine.

                  (b)  Assignment  of  Inventions.  I agree that I will promptly
make full written disclosure to the Company, and will hold in trust for the sole
right and  benefit of the  Company,  and hereby  assign to the  Company,  or its
designee,  all my right,  title,  and interest in and to any and all inventions,
original  works of authorship,  developments.  concepts,  improvements  or trade
secrets,  whether or not  patentable or registrable  under patent,  copyright or
similar  laws,  that I may  solely or jointly  conceive  or develop or reduce to
practice, or cause to be conceived, developed or reduced to practice, during the
period of time I am in the employ of the  Company  (collectively  referred to as
"Inventions"),  except as provided in Section 3(e) below. I further  acknowledge
that all  original  works of  authorship  that are made by me (solely or jointly
with others) within the scope of and during the period of my employment with the
Company and that are protectable by copyright are "works made for hire," as that
term is defined in the United States Copyright Act."

                  (c)  Maintenance  of  Records.  I agree to keep  and  maintain
adequate and current  written  records of all  Inventions  made by me (solely or
jointly  with others)  during the term of my  employment  with the Company.  The
records will be in the form of notes,  sketches,  drawings. and any other format
that may be  specified  by the  Company.  The records  will be  available to and
remain the sole property of the Company at all times.

                  (d) Patent and Copyright Registrations.  I agree to assist the
Company,  or its designee,  at the Company's expense, in every way to secure the
Company's rights in the Inventions and any copyrights, patents, mask work rights
or  other  intellectual  property  rights  relating  thereto,  in  any  and  all
countries,  including  disclosing to the Company all pertinent  information  and
data with respect  thereto,  and  executing  all  applications,  specifications,
oaths,  assignments  and all  other  instruments  that the  Company  shall  deem
necessary  in order to apply for and obtain  such  rights and in order to assign
and convey to the  Company,  its  successors,  assigns and nominees the sole and
exclusive  rights,  title  and  interest  in and to  such  Inventions,  and  any
copyrights,  patents,  mask work rights or other  intellectual  property  rights
relating  thereto.  I further agree that my obligation to execute or cause to be
executed,  when it is in my power to do so, any such  instrument  or papers will
continue  after the  termination  of this  Agreement.  If the  Company is unable
because of my mental or physical incapacity or for any other reason to secure my
signature  to apply for or to pursue any  application  for any United  States or
foreign patents or copyright registrations covering Inventions or original works
of  authorship  assigned  to the  Company  as above,  then I hereby  irrevocably
designate and appoint to the Company and its duly

[*] CERTAIN  CONFIDENTIAL  INFORMATION  CONTAINED  IN THIS  DOCUMENT,  MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION  PURSUANT TO RULE 24B-2 OF THE  SECURITIES  EXCHANGE ACT OF 1934,  AS
AMENDED.


<PAGE>


authorized  officers and agents as my agent and attorney in fact, to act for and
in my behalf and stead to execute and file any such  applications  and to do all
other lawfully permitted acts to further the prosecution and issuance of letters
patent or copyright  registrations  thereon with the same legal force and effect
as if executed by me.

                  (e) Exception to Assignments. I understand that the provisions
of this Agreement requiring assignment of Inventions to the Company do not apply
to any invention  that  qualifies  fully under the  provisions of the California
Labor  Code  Section  2870  (attached  hereto as Exhibit  B). I will  advise the
Company  promptly in writing of any inventions  that I believe meet the criteria
in California  Labor Code Section 2870 and that are not  otherwise  disclosed on
Exhibit A.

         4.  Conflicting  Employment.  I  agree  that,  during  the  term  of my
employment  with  the  Company,  I will  not  engage  in any  other  employment,
occupation,  consulting  or other  business  activity  directly  related  to the
business in which the Company is now  involved  or becomes  involved  during the
term of my employment,  nor will I engage in any other  activities that conflict
with my obligations to the Company.

         5. Returning  Company  Documents.  I agree that, at the time of leaving
the employ of the  Company,  I will deliver to the Company (and will not keep in
my possession, recreate or deliver to anyone else) any and all devices, records,
data,  notes,  reports.   proposals,  lists,   correspondence,   specifications,
drawings,  blueprints,   sketches,  materials,  equipment,  other  documents  or
property,  or reproductions of any aforementioned items developed by me pursuant
to my  employment  with the Company or otherwise  belonging to the Company,  its
successors or assigns.

         6. Solicitation of Employees.  I agree that for a period of twelve (12)
months immediately following the termination of my relationship with the Company
for any reason,  whether with or without  cause,  I will not either  directly or
indirectly solicit,  induce, recruit or encourage any of the Company's employees
to leave their employment,  or take away such employees,  or attempt to solicit,
induce,  recruit,  encourage or take away  employees of the Company,  either for
myself or for any other person or entity.

         7.  Representations.  I agree to execute  any proper oath or verify any
proper document  required to carry out the terms of this Agreement.  I represent
that my  performance  of all the terms of this  Agreement  will not  breach  any
agreement  to keep  in  confidence  proprietary  information  acquired  by me in
confidence or in trust prior to my employment by the Company. I have not entered
into,  and I agree I will not  enter  into,  any oral or  written  agreement  in
conflict herewith.

         8. Arbitration and Equitable Relief.

                (a)  Arbitration.  Except as provided in Section  8(b) below,  I
agree  that  any  dispute  or  controversy  arising  out of or  relating  to any
interpretation,  construction,  performance  or breach of this Agreement will be
settled  by  arbitration  to be held  in  Santa  Clara  County,  California,  in
accordance   with  the  rules  then  in  affect  of  the  American   Arbitration
Association.  The  arbitrator  may  grant  injunctions  or other  relief in such
dispute or controversy. The decision of the arbitrator will be final, conclusive
and binding on the parties to the  arbitration.  Judgement may be entered on the
arbitrator's  decision in any court

[*] CERTAIN  CONFIDENTIAL  INFORMATION  CONTAINED  IN THIS  DOCUMENT,  MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION  PURSUANT TO RULE 24B-2 OF THE  SECURITIES  EXCHANGE ACT OF 1934,  AS
AMENDED.


<PAGE>


having  jurisdiction.  The  Company  and I will pay  one-half  of the  costs and
expenses of such  arbitration,  and each of us will  separately  pay our counsel
fees and expenses.

                  (b) Equitable Remedies. I agree that it would be impossible or
inadequate to measure and calculate the Company's damages from any breach of the
covenants set forth in Sections 2, 3, and 5 herein. Accordingly, I agree that if
I breach any such  Sections,  the  Company  will have,  in addition to any other
right or remedy  available,  the right to obtain an  injunction  from a court of
competent  jurisdiction  restraining  such  breach or  threatened  breach and to
specific  performance of any such provisions of this Agreement.  I further agree
that no bond or other  security  will be required in  obtaining  such  equitable
relief  and I hereby  consent  to the  issuance  of such  injunction  and to the
ordering of  specific  performance.  I hereby  further  consent to the  personal
jurisdiction  of the state and  federal  courts  located in  California  for any
lawsuit filed there  against me by the Company  arising from or relating to this
Agreement.

          9. General Provisions

                  (a) Governing Law. This Agreement will be governed by the laws
of the State of California.

                  (b) Entire  Agreement.  This  Agreement  sets forth the entire
agreement and  understanding  between the Company and me relating to the subject
matter hereof and merges all prior discussions between us. No modification of or
amendment to this  Agreement,  or any waiver of any rights under this Agreement,
will be effective  unless in writing and signed by the party to be charged.  Any
subsequent  change or  changes  in my duties,  salary or  compensation  will not
affect the validity or scope of this Agreement.

                  (c)  Severability.  If one or more of the  provisions  in this
Agreement are deemed void by law, then the remaining provisions will continue in
full force and effect.

                  (d)  Successors  and Assigns.  This  Agreement will be binding
upon my heirs,  executors,  administrators and other legal  representatives  and
will be for the benefit of the Company, its successors, and its assigns.


Date:                                  _________________________________________
                                                         Signature


                                       _________________________________________
                                          Name of Employee (typed or printed)


Witness

_________________________________________

[*] CERTAIN  CONFIDENTIAL  INFORMATION  CONTAINED  IN THIS  DOCUMENT,  MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION  PURSUANT TO RULE 24B-2 OF THE  SECURITIES  EXCHANGE ACT OF 1934,  AS
AMENDED.

<PAGE>


                                    EXHIBIT A

                            LIST OF PRIOR INVENTIONS
                             AND WORKS OF AUTHORSHIP

                                                           Identifying Number
      Title                    Date                       or Brief Description











________ No Inventions or Improvements

________ Additional Sheets Attached

Signature of Employee:

Print Name of Employee:
Date:

[*] CERTAIN  CONFIDENTIAL  INFORMATION  CONTAINED  IN THIS  DOCUMENT,  MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION  PURSUANT TO RULE 24B-2 OF THE  SECURITIES  EXCHANGE ACT OF 1934,  AS
AMENDED.

<PAGE>


                                    EXHIBIT B

                       CALIFORNIA LABOR CODE SECTION 2870

                   EMPLOYMENT AGREEMENTS; ASSIGNMENT OF RIGHTS

         "(a) Any provision in an employment  agreement  which  provides that an
employee  shall  assign,  or offer to  assign,  any of his or her  rights  in an
invention  to his or her  employer  shall  not  apply to an  invention  that the
employee  developed entirely on his or her own time without using the employer's
equipment,  supplies,  facilities,  or trade secret information except for those
inventions that either:

                  (1) Relate at the time of  conception or reduction to practice
of  the  invention  to  the  employer's  business,  or  actual  or  demonstrably
anticipated research or development of the employer.

                  (2) Result from any work  performed  by the  employee  for the
employer.

         (b) To the extent a provision in an  employment  agreement  purports to
require  an  employee  to assign an  invention  otherwise  excluded  from  being
required to be assigned  under a  subdivision  (a), the provision is against the
public policy of this state and is unenforceable."

[*] CERTAIN  CONFIDENTIAL  INFORMATION  CONTAINED  IN THIS  DOCUMENT,  MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION  PURSUANT TO RULE 24B-2 OF THE  SECURITIES  EXCHANGE ACT OF 1934,  AS
AMENDED.

<PAGE>


                                   EXHIBIT B-2

                              CONTRACTOR AGREEMENT












[*] CERTAIN  CONFIDENTIAL  INFORMATION  CONTAINED  IN THIS  DOCUMENT,  MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION  PURSUANT TO RULE 24B-2 OF THE  SECURITIES  EXCHANGE ACT OF 1934,  AS
AMENDED.

<PAGE>


                          ELECTRONICS FOR IMAGING, INC.

                              CONSULTING AGREEMENT

         This Consulting Agreement  ("Agreement") is made and entered into as of
the   ________   day  of   _________________________,   19__   by  and   between
_______________________________      a       ___________________________________
Corporation,    (the   "Company"),    and    ___________________________________
("Consultant").  The  Company  desires to retain  Consultant  as an  independent
contractor  to perform  consulting  services for the Company and  Consultant  is
willing to perform  such  services,  on terms set forth  more  fully  below.  In
consideration  of the mutual  promises  contained  herein,  the parties agree as
follows:

         1. SERVICES AND COMPENSATION

                  (a) Consultant  agrees to perform for the Company the services
described in Exhibit A ("Services"),

                  (b) The Company agrees to pay Consultant the  compensation set
forth in Exhibit A for the performance of the Services.

         2. CONFIDENTIALITY

                  (a) "Confidential  Information" means any Company  proprietary
information,  technical  data,  trade  secrets or know-how,  including,  but not
limited to, research,  product plans, products,  services,  customers,  customer
lists,  markets,  software,  developments,   inventions;   processes,  formulas,
technology, designs, drawings, engineering,  hardware configuration information,
marketing Finances or other business information disclosed by the Company either
directly or indirectly in writing,  orally or by drawings or inspection of parts
or equipment.

                  (b) Consultant  will not,  during or subsequent to the term of
this  Agreement,  use the  Company's  Confidential  Information  for any purpose
whatsoever  other than the  performance of the Services on behalf of the Company
or disclose the Company's Confidential Information to any third party. and it is
understood that said Confidential  Information shall remain the sole property of
the Company.  Consultant  further agrees to take all  reasonable  precautions to
prevent any unauthorized disclosure of such Confidential  Information including,
but not limited to, having each employee of  Consultant,  if any, with access to
any  Confidential  Information.  execute a  nondisclosure  agreement  containing
provisions in the Company's favor  substantially  similar to Sections 2, 3 and 5
of this Agreement.  Confidential  Information does not include information which
(i) is know to Consultant at the time of disclosure to Consultant by the Company
as evidenced by written  records of Consultant,  (ii) has become  publicly known
and made generally available through no wrongful act of Consultant, or (iii) has
been  rightfully  received by Consultant from a third party who is authorized to
make such disclosure.  Without the Company's prior written approval,  Consultant
will not  directly  or  indirectly  disclose  to anyone

[*] CERTAIN  CONFIDENTIAL  INFORMATION  CONTAINED  IN THIS  DOCUMENT,  MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION  PURSUANT TO RULE 24B-2 OF THE  SECURITIES  EXCHANGE ACT OF 1934,  AS
AMENDED.


<PAGE>


the existence of this Agreement or the fact that Consultant has this arrangement
with the Company.

                  (c) Consultant  agrees that  Consultant  will not,  during the
term of this Agreement,  improperly use or disclose any proprietary  information
or trade  secrets of any former or current  employer  or other  person or entity
with which Consultant has an agreement or duty to keep in confidence information
acquired by  Consultant  in  confidence,  if any,  and that Consul cant will not
bring onto the premises of the Company any  unpublished  document or proprietary
information belonging to such employer,  person or entity unless consented to in
writing  by such  employer,  person or entity.  Consultant  will  indemnify  the
Company and hold it harmless from and against all claims,  liabilities,  damages
and expenses, including reasonable attorneys fees and costs of suit, arising out
of or in connection  with any violation or claimed  violation of a third party's
rights  resulting in whole or in part from the Company's use of the work product
of Consultant under this Agreement.

                  (d) Consultant recognizes that the Company has received and in
the future will receive from third parties  their  confidential  or  proprietary
information   subject  to  a  duty  on  the  Company's   part  to  maintain  the
confidentiality  of such  information  and to use it only  for  certain  limited
purposes.  Consultant  agrees  that  Consultant  owes the Company and such third
parties,  during the term of this Agreement and  thereafter,  a duty to hold all
such confidential or proprietary information in the strictest confidence and nor
to  disclose  it to any  person,  firm or  corporation  or to use it  except  as
necessary  in carrying  out the  Services  for the Company  consistent  with the
Company's agreement with such third party.

                  (e) Upon the termination of this Agreement,  or upon Company's
earlier  request,  Consultant  will deliver to the Company all of the  Company's
property or Confidential  Information in tangible. form that Consultant may have
in Consultant's possession or control.

         3. OWNERSHIP

                  (a) Consultant agrees that all copyrightable material,  notes,
records, drawings, designs, inventions, improvements.  developments, discoveries
and trade secrets (collectively,  "Inventions") conceived, made or discovered by
Consultant,  solely or in collaboration  with others,  during the period of this
Agreement  which  relate  in any  manner to the  business  of the  Company  that
Consultant  may be directed to undertake,  investigate  or  experiment  with, or
which  Consultant  may  become   associated  with  in  work,   investigation  or
experimentation  in the line of business of Company in  performing  the Services
hereunder,  are the sole property of the Company.  Iii addition,  any Inventions
which constitute  copyrightable  subject matter shall be considered  "works made
for hire" as that term is defined in the United States Copyright Act. Consultant
Further  agrees to assign (or muse to be assigned)  and does hereby assign fully
to the Company all such Inventions and any copyrights, patents, mask work rights
or other intellectual property rights relating thereto.

                  (b) Consultant agrees to assist Company,  or its designee,  at
the Company's expense, in every proper way to secure the Company's rights in the
Inventions and any copyrights,  patents,  mask work rights or other intellectual
property  rights  relating  thereto  in any and  all  countries,  including  the
disclosure  to the Company- of all pertinent  information  and data with respect
thereto the execution of all applications,  specifications,  oaths,  assignments
and all

[*] CERTAIN  CONFIDENTIAL  INFORMATION  CONTAINED  IN THIS  DOCUMENT,  MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION  PURSUANT TO RULE 24B-2 OF THE  SECURITIES  EXCHANGE ACT OF 1934,  AS
AMENDED.


<PAGE>


other  instruments  which the Company shall deem necessary in order to apply for
and obtain  such  rights and in order to assign and convey to the  Company,  its
successors,  assigns  and  nominees  the sole and  exclusive  rights,  title and
interest  in and to such  Inventions,  and any  copyrights,  patents,  mask work
rights  or other  intellectual  property  rights  relating  thereto.  Consultant
further agrees that Consultant's  obligation to execute or cause to be executed,
when it is in  Consultant's  power to do so, any such instrument or papers shall
continue after the termination of this Agreement.

                  (c) Consultant  agrees that if in the course of performing the
Services,  Consultant  incorporates into any Invention  developed  hereunder any
invention,  improvement,  development.  Concept,  discovery or other proprietary
information  owned by Consultant  or in which  Consultant  has an interest,  the
Company  is  hereby  granted  and  shall  have  a  non-exclusive,  royalty-free.
perpetual.  irrevocable,  worldwide license to make, have made,  modify, use and
sell such item as part of or in connection with such Invention.

                  (d) Consultant agrees that if the Company is unable because of
Consultant's unavailability,  dissolution, mental or physical incapacity, or for
any other reason, to secure Consultant's signature to apply for or to pursue any
application  for any United States or foreign  patents or mask work or copyright
registrations  covering  the  Inventions  assigned  to the Company  above,  then
Consultant hereby  irrevocably  designates and appoints the Company and its duly
authorized  officers and agents as  Consultant's  agent and attorney in fact, to
act for and in  Consultant's  behalf  and  stead  to  execute  and file any such
applications  and to do  all  other  lawfully  permitted  acts  to  further  the
prosecution  and  issuance of  patents,  copyright  and mask work  registrations
thereon with the same legal force and effect as if executed by Consultant.

         4. REPORTS

                  Consultant  agrees  that it will from time to time  during the
term of this Agreement or any execution  thereof keep the Company  advised as to
Consultant's  progress in performing the Services  hereunder and that Consultant
will, as requested by the Company, prepare written reports with respect thereto.
It is  understood  that the time  required in the  preparation  of such  written
reports  shall be considered  time devoted to the  performance  of  Consultant's
Services.

         5. CONFLICTING OBLIGATIONS

                  (a) Consultant  certifies  that  Consultant has no outstanding
agreement or obligation  that is in conflict with any of the  provisions of this
Agreement.  or that would preclude Consultant from complying with the provisions
hereof,  and  further  certifies  that  Consultant  will not enter into any such
conflicting Agreement during the term of this Agreement.

                  (b) In view of  Consultant's  access  to the  Company's  trade
secrets and proprietary know-how, Consultant further agrees that Consultant will
not, without Company's prior written consent,  design identical or substantially
similar  designs as those  developed  under this  Agreement  for any third party
during the term of this  Agreement  and for a period of twelve (12) months after
chic termination of this Agreement.

[*] CERTAIN  CONFIDENTIAL  INFORMATION  CONTAINED  IN THIS  DOCUMENT,  MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION  PURSUANT TO RULE 24B-2 OF THE  SECURITIES  EXCHANGE ACT OF 1934,  AS
AMENDED.


<PAGE>


         6. TERM AND TERMINATION

                   (a) This  Agreement  will  commence on the date first written
above and will continue until final completion of the Services or termination as
provided below.

                  (b) The Company may terminate  this  Agreement upon giving two
(2) weeks prior written notice thereof to Consultant.  Ally such notice shall be
addressed  to  Consultant  at the address  shown below or such other  address as
either party may notify the other of and shall be deemed given upon  delivery if
personally  delivered,  or forty-eight  (48) hours after deposited in the United
States mail postage  prepaid.  registered  or  certified  mail,  return  receipt
requested.  The Company may terminate  this  Agreement  immediately  and without
prior notice if Consultant refuses to or is unable to perform the Services or is
in breach of any material provision of this Agreement.

                  (c) Upon  such  termination,  all  rights  and  duties  of the
parties toward each other shall cease except:

                           (i) that the Company shall be obliged to pay,  within
thirty (30) days of the  effective  date of  termination.  all amounts  owing to
Consultant for unpaid Services and related expenses,  if any, in accordance with
the provisions of Section 1 (Services and Compensation) hereof; and

                           (ii) Sections 2 (Confidentiality),  3 (Ownership) and
8 (Independent Contractors) shall survive termination of this Agreement.

         7. ASSIGNMENT

                  Neither  this  Agreement  nor any right  hereunder or interest
herein may be assigned or transferred by Consultant  without the express written
consent of the Company.

         8. INDEPENDENT CONTPACTOR

                  Nothing in this  Agreement  shall in any way be  construed  to
constitute  Consultant as an agent,  employee or  representative of the Company.
but  Consultant   shall  perform  the  Services   hereunder  as  an  independent
contractor.  Consultant  agrees to furnish (or  reimburse  the Company  for) all
tools and materials  necessary to accomplish this contract,  and shall incur all
expenses associated with performance.  except as expressly provided on Exhibit A
of this  Agreement.  Consultant  acknowledges  and  agrees  that  Consultant  is
obligated to report as income all compensation  received by Consultant  pursuant
to this Agreement.  and Consultant  agrees to and acknowledges the obligation to
pay all self-employment and other taxes thereon. Consultant further agrees to in
indemnify  the  Company  and hold it  harmless  to the extent of any  obligation
imposed  on Company  (i) to pay in  withholding  taxes or similar  items or (ii)
resulting  from   Consultant's   being  determined  not  to  be  an  independent
contractor.

[*] CERTAIN  CONFIDENTIAL  INFORMATION  CONTAINED  IN THIS  DOCUMENT,  MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION  PURSUANT TO RULE 24B-2 OF THE  SECURITIES  EXCHANGE ACT OF 1934,  AS
AMENDED.


<PAGE>


         9. ARBITRATION AND EQUITABLE RELIEF

                  (a) Except as provided  iii  Section 9 (b) below,  the Company
and Consultant agree that any dispute or controversy  arising out of or relating
to any  interpretation,  construction,  performance or breach of this Agreement.
shall be settled by arbitration  to be held in  ________________________________
County.  California, in accordance with the rules then in effect of the American
Arbitration Association. The arbitrator may grant injunctions or other relief in
such  dispute or  controversy.  The decision of the  arbitrator  shall be final,
conclusive  and  binding on the  parties  to the  arbitration.  Judgment  may be
entered on the arbitrator's decision in any court of competent jurisdiction. The
Company and Consultant shall each pay one-half of the costs and expenses of such
arbitration,  and each shall  separately  pay its  respective  counsel  fees and
expenses.

                  (b)   Consultant   agrees  that  it  would  be  impossible  or
inadequate to measure and calculate the Company's damages from any breach of the
covenants set forth in Sections 2 or 3 herein.  Accordingly,  Consultant  agrees
that if Consultant breaches Section 2 or 3, the Company will have available,  in
addition  to any other right or remedy  available,  the right to obtain from any
court of  competent  jurisdiction,  an  injunction  restraining  such  breach or
threatened  breach and specific  performance of any such  provision.  Consultant
further  agrees that no bond or other  security  shall be required in  obtaining
such provision.  Consultant  further agrees that no bond or other security shall
be required in obtaining such equitable relief and Consultant hereby consents to
the  issuances  of  such  injunction  and  to  the  ordering  of  such  specific
performance.

         10. GOVERNING LAW

                  This  Agreement  shall be governed by the laws of the State of
California.

         11. ENTIRE AGREEMENT

                  This  Agreement  is the entire  Agreement  of the  parties and
supersedes any prior Agreements  between them with respect to the subject matter
hereof.

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

CONSULTANT                                     (Name of Company)

By:                                            By:

Title:_________________________                Title: __________________________
Address: ______________________                Address: ________________________

[*] CERTAIN  CONFIDENTIAL  INFORMATION  CONTAINED  IN THIS  DOCUMENT,  MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION  PURSUANT TO RULE 24B-2 OF THE  SECURITIES  EXCHANGE ACT OF 1934,  AS
AMENDED.


<PAGE>


                                    EXHIBIT A

                            SERVICES AND COMPENSATION

I.   Contact     Consultants principal Company contact:
                 Name:
                 Title:

2. Services      Consultant will render to the Company the following Services:

3. Compensation

         (a)      The Company shall pay Consultant $ _______________ per

         (b)      The Company  shall  reimburse  Consultant  for all  reasonable
                  travel  and  living   expenses   incurred  by   Consultant  in
                  performing  Services  pursuant  to  this  Agreement,  provided
                  Consultant  receives prior written  consent from an authorized
                  agent of the Company prior to incurring such expenses.

         (c)      Consultant  shall  submit  all  statements  for  services  and
                  expenses in prescribed by the Company and such statement shall
                  be  approved  by the  contact  listed  above  or by his or her
                  supervisor.

[*] CERTAIN  CONFIDENTIAL  INFORMATION  CONTAINED  IN THIS  DOCUMENT,  MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION  PURSUANT TO RULE 24B-2 OF THE  SECURITIES  EXCHANGE ACT OF 1934,  AS
AMENDED.

<PAGE>


                                    EXHIBIT C
                        Development and Reproduction Site

Electronics for Imaging, Inc.
2855 Campus Drive
San Mateo, CA 94403

Solectron Corporation
890 Yosemite Drive
Milpitas, CA 95035

Micron Custom Manufacturing Services, Inc.
8455 Westpark Street
Boise, ID 83704-8366

[*] CERTAIN  CONFIDENTIAL  INFORMATION  CONTAINED  IN THIS  DOCUMENT,  MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION  PURSUANT TO RULE 24B-2 OF THE  SECURITIES  EXCHANGE ACT OF 1934,  AS
AMENDED.

<PAGE>


                                   EXHIBIT B-3

                        NOTICE REGARDING CONFIDENTIALITY
                           (POSTSCRIPT SUPPORT SOURCE)

         1.  Recipient has  previously  signed an agreement with EF[ pursuant to
which  Recipient  has agreed to maintain  the  confidentiality  of  confidential
information of EFI and its suppliers (the "Confidential Information") and to use
the  Confidential  Information  solely for EFI's  benefit.  The  purpose of this
notice  is to  apprise  Recipient  that  Recipient  will  be  receiving  certain
proprietary  information of Adobe,  including  internal  source code,  interface
specifications, and related source documentation for the PostScript software and
related Adobe  information,  all of which is of a confidential  nature and which
contains valuable trade secrets,  know-how, and proprietary information of Adobe
(the "Adobe Support Information") and which constitutes Confidential Information
under Recipient's agreement with EFI.

         2.  This is to inform  Recipient  that the  Adobe  Support  Information
cannot be used for any purpose  except for the  specific  purposes  which EFI or
Adobe  authorize in writing and that Recipient is not authorized to disclose the
Adobe Support Information to any person at any time except to employees of Adobe
and to those Authorized  Employees and Authorized  Contractors which EFI informs
Recipient are authorized to receive such Adobe Support Information.

         3. All materials  including,  without  limitation,  programs,  recorded
information,  documents,  drawings,  models, apparatus,  sketches,  designs, and
lists  furnished to Recipient by EFI or Adobe which are designated in writing to
be the  property of Adobe  remain the  property of Adobe and must be returned to
Adobe  promptly  at its  request,  together  with any  copies  or  modifications
thereof.

[*] CERTAIN  CONFIDENTIAL  INFORMATION  CONTAINED  IN THIS  DOCUMENT,  MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION  PURSUANT TO RULE 24B-2 OF THE  SECURITIES  EXCHANGE ACT OF 1934,  AS
AMENDED.

<PAGE>


                                    EXHIBIT C

                       DEVELOPMENT AND REPRODUCTION SITES
                     (POSTSCRIPT SUPPORT SOURCE WITH OBJECT)


         EFI's  use and  storage  of the  Adobe  Support  Information  shall  be
restricted to the Following Development Site:

Name of Development Site:                                  Address:
Electronics for Imaging, Inc                               2855 Campus Drive
                                                           San Mateo, CA 94403


EFI's  reproduction  of the Revised Object and Font Programs shall be restricted
to the following Reproduction Sites:

Name of Reproduction Sites:                                Address:
Solectron Corporation                                      890 Yosemite Drive
                                                           Milpitas, CA 95035

Micron Custom Manufacturing Services, Inc.                 8455 Westpark Street
                                                           Boise, ID 83704-8366

[*] CERTAIN  CONFIDENTIAL  INFORMATION  CONTAINED  IN THIS  DOCUMENT,  MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION  PURSUANT TO RULE 24B-2 OF THE  SECURITIES  EXCHANGE ACT OF 1934,  AS
AMENDED.

<PAGE>


                                    EXHIBIT D

                                SAMPLE FORMAT FOR
                            LICENSED SYSTEM APPENDIX
                                     To THE
                           ADOBE SYSTEMS INCORPORATED
             POSTSCRIPT SUPPORT SOURCE AND OBJECT CODE DISTRLBTJTION
                                LICENSE AGREEMENT

                            Name of EFI:_____________

                            Name of Licensed System:

                        Effective Date:_________________

         This Appendix sets forth  additional and different terms and conditions
particular to the Licensed  System  described below and shall be incorporated by
reference  into the  PostScript  Support  Source  and Object  Code  Distribution
License  Agreement  ("Agreement")  between  ________________  and Adobe  Systems
Incorporated  effective as of _______________ Such different or additional terms
are applicable only to the Licensed  System  described below and in no way alter
the terms and conditions  applicable to other Licensed Systems incorporated into
the Agreement by addition of an appendix.

         All the terms used in this  Appendix  shall  retain the same meaning as
defined  in the  Agreement  and such  definitions  are  incorporated  herein  by
reference.

A.       Licensed System:

         1.       Software:   See  PARAGRAPH  1.3  ("Adobe   Software")  of  the
                  Agreement.

         2.       EFI Hardware:

B.       Media for the Software as distributed by EFI:

C.       Development Schedule and Testing Expectations:

         1.       Development Schedule: (This section should contain information
                  on Adobe hardware training  including the location,  number of
                  days, number of persons and scope of training.)

                  Milestone Description                       Schedule

[*] CERTAIN  CONFIDENTIAL  INFORMATION  CONTAINED  IN THIS  DOCUMENT,  MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION  PURSUANT TO RULE 24B-2 OF THE  SECURITIES  EXCHANGE ACT OF 1934,  AS
AMENDED.


<PAGE>


D.       Definition of Development Schedule Terms:
         1.       Alpha Release:
         2.       Beta Release:
         3.       Final Report:
         4.       Final Release:
E.       Loaned Equipment:

F.       Applicable Royalties:

         1.       Licensed System.
             a.            Advance Against Royalties.
             b.            Licensed System Royalties.
             c.            Font Programs.

G.       Roman Initial Installation Font Programs:
         Identifying Trademark Typeface                       Trademark Owner

H.       Additional  Font Programs:  List all Additional Font Programs which are
         not set forth in the Roman Initial  Installation  Font Programs section
         (Section  G above)  which  will be  bundled  as a part of the  Licensed
         System, and describe the media for such Additional Font Programs.

         Media:
         Identifying Trademark            Typeface            Trademark Owner

I.       Software  Training:  (Include the location,  number of days,  number of
         persons and scope of training.

J.       Designated Persons:

[*] CERTAIN  CONFIDENTIAL  INFORMATION  CONTAINED  IN THIS  DOCUMENT,  MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION  PURSUANT TO RULE 24B-2 OF THE  SECURITIES  EXCHANGE ACT OF 1934,  AS
AMENDED.


<PAGE>


1.       Technically   qualified   EFI   representative   who  will  respond  to
         information requests by Adobe:

                           (name and telephone number)

2.       Technically   qualified  Adobe   representative  who  will  respond  to
         infonnation requests by EFI:

                           (name and telephone number)

3.       EFI's designated representative for Continuing Support:

                           (name and telephone number)

4.       Adobe Contract Representative:

                           (name and telephone number)

5.       EFI Contract Representative:

                           (name and telephone number)

6.       EFI financial contact for invoicing and payment:

                     (name, telephone number and fax number)

[*] CERTAIN  CONFIDENTIAL  INFORMATION  CONTAINED  IN THIS  DOCUMENT,  MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION  PURSUANT TO RULE 24B-2 OF THE  SECURITIES  EXCHANGE ACT OF 1934,  AS
AMENDED.

<PAGE>


         IN WITNESS WHEREOF,  the parties have caused this Appendix No. by their
duly authorized representative.


ADOBE:                                        EFI:

ADOBE SYSTEMS  INCORPORATED

By: SAMPLE FORMAT/NOT FOR SIGNATURE

Print

Name:

Title:

Date:

Address for Notice:

1585 Charleston Road
P.O. Box 7900
Mountain View, CA 94039-7900

[*] CERTAIN  CONFIDENTIAL  INFORMATION  CONTAINED  IN THIS  DOCUMENT,  MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION  PURSUANT TO RULE 24B-2 OF THE  SECURITIES  EXCHANGE ACT OF 1934,  AS
AMENDED.


<PAGE>


                                    EXHIBIT E

                       REFERENCE PORT TRAINING AND SUPPORT
                     (POSTSCRIPT SUPPORT SOURCE WITH OBJECT)

         1. Training.

                  a.  Adobe  agrees to  permit a  mutually  agreeable  number of
Authorized  Employees and Authorized  Contractors  (as defined in PARAGRAPH 1 of
Exhibit J ("Secure  Procedures for Handling Adobe Support  Information")) of EFI
to attend an  Adobe-provided  Adobe Support Source  training class for up to two
(2) days during the term of this  Agreement at no additional  charge (other than
the travel and living expenses described below).

                  b. If EFI and  Adobe  agree  that  Adobe  should  provide  any
additional training,  technical, or development assistance, EFI shall pay Adobe,
at Adobe's  then  current  standard  hourly  rates,  for time  expended by Adobe
personnel in providing such training,  technical, or development assistance. EFI
shall also bear all reasonable travel and living expenses of Adobe personnel who
provide services or training at an EFI site outside of the greater San Francisco
Bay Area.

         2. Support.

                  a. Support Services. If EFI purchases the support services for
a particular  Reference  Port and pays the  applicable  Annual Fee, set forth in
Exhibit H  ("Payments"),  Adobe  shall  provide  EFI with the Adobe  Support (as
defined in  PARAGRAPH  2(D)  ("General  Description  of Adobe  Support")  below)
commencing  upon the date of this  Agreement or the  applicable  Reference  Port
Appendix.  Adobe  Support  shall  include  delivery  to EFI of  Updates  of that
Reference Port.

                  b.  Discontinuance.  Adobe Support may, at Adobe's option,  be
discontinued  if EFI fails to pay in a timely  manner any Annual Fee (as defined
in  PARAGRAPH  2  of  Exhibit  H  ("Payments")).   The  foregoing  services,  if
discontinued, may be reinstated by EFI, at any time during the term hereof, upon
EFI's  payment  to Adobe of an  Annual  Fee to be  mutually  agreed  upon by the
parties for each  intervening year for which such payment was not made. The same
provision for  reinstatement  shall apply in the event that EFI chooses to begin
purchasing Adobe Support in the second or any subsequent year following the year
in which EFI received the initial  delivery of that  particular  Reference  Port
from Adobe hereunder.

                  c. Modifications  Resulting from Updates. Any modifications to
the  Revised  Support  Software  necessitated  by the  release of an Update of a
Reference  Port to EFI hereunder  shall be the sole  responsibility  of EFI, and
Adobe shall have no  responsibility  to assist EFI in such effort except to test
the modified  Revised  Object in  accordance  with the  provisions  of Exhibit I
("Revised Software Test Procedures").

                  d. General Description of Adobe Support. "Adobe Support" means
(i) the delivery of Updates of a Reference Port and (ii) the problem  resolution
services  described  below with  respect to Problems  (as defined  below) in the
Reference Port.

[*] CERTAIN  CONFIDENTIAL  INFORMATION  CONTAINED  IN THIS  DOCUMENT,  MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION  PURSUANT TO RULE 24B-2 OF THE  SECURITIES  EXCHANGE ACT OF 1934,  AS
AMENDED.


<PAGE>


                  e.  Description  of Problem  Resolution  Services  Provided by
Adobe.

                           (1) Product Problem Reports (PPRs).  EFI shall submit
to Adobe, by electronic mail, facsimile,  or personal delivery,  Product Problem
Reports  ("PPR")  in the form  attached  hereto  as  ATTACHMENT  1 TO  Exhibit E
("Product  Problem  Report") to identify  any  Problems (as defined in PARAGRAPH
(E)2  ("Classification  of Problems")  below).  Adobe may modify the form of PPR
from time to time and shall provide the new form to EFI.

                           (2)  Classification of Problems.  "Problem" means any
problem in the Reference  Port which causes the Reference  Port  (including  the
Unmodified  Core) not to execute as part of the designated  Reference  System or
otherwise  not to  operate  substantially  in  accordance  with  the  PostScript
Language  Specification or any other problem that EFI discovers in the Reference
Port or the Adobe  Support  Information.  EFI will use its  reasonable  business
judgment to classify Problems (in accordance with the  classifications set forth
below) in the PPR which EFI submits to Adobe.

                           (3) Level 4 Severity.  Level 4 is the  classification
used in any PPR that  demonstrates  that (i) there is a Problem  that causes the
Reference  Port  to  fail  to  operate  in  a  material  manner  or  to  produce
substantially incorrect results, and (ii) there is no workaround solution to the
Problem.

                           (4) Level 3 Severity.  Level 3 is the  classification
used in any PPR that  demonstrates  that (i) there is a Problem  that causes the
Reference  Port  to  fail  to  operate  in  a  material  manner  or  to  produce
substantially  incorrect results, and (ii) there is a difficult or no workaround
solution to the Problem.  Problems which are not demonstrable  with a PostScript
Software-supporting  application  or driver (i.e.,  are  reproducible  only with
hand-generated  PostScript software) are generally classified as Level 3 and not
Level 4 Severity Problems.

                           (5) Level 2 Severity.  Level 2 is the  classification
used in any PPR that exhibits a Problem which produces an inconvenient situation
in which the  Reference  Port is usable but does not  provide a function  in the
most  convenient or  expeditious  manner;  and the use or value of the Reference
Port suffers no significant impact. Level 2 Problems will generally be corrected
in a subsequent release of the Reference Port.

                           (6) Level 1 Severity.  Level 1 is the  classification
used in any PPR that  exhibits a Problem  which is minor or that is  cosmetic in
nature.  Generally,  a Level 1 Problem is reasonably correctable by a PostScript
Language Specification change or by a subsequent release of the Reference Port.

                           (7) Level 0 Severity. This level will be used for new
features in a Reference Port (including Unmodified Core) requested by EFI.

                  f. Adobe's  Response to PPRS.  Within five (5)  business  days
after  receipt by

[*] CERTAIN  CONFIDENTIAL  INFORMATION  CONTAINED  IN THIS  DOCUMENT,  MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION  PURSUANT TO RULE 24B-2 OF THE  SECURITIES  EXCHANGE ACT OF 1934,  AS
AMENDED.


<PAGE>


Adobe of a PPR involving a classification  of a Level 3 or 4 Severity Problem or
ten (10) days after receipt of a PPR involving a classification of a Level 2, 1,
or 0 Severity  Problem,  Adobe  shall  acknowledge  receipt  of the PPR.  If, in
Adobe's  judgment,  a PPR correctly  identifies a Level 3 or 4 Severity Problem,
Adobe shall use reasonable  commercial efforts to correct the identified Problem
and issue and deliver to EFI a release with such correction implemented, or take
such other  corrective  action as Adobe deems  necessary to correct the Problem.
Adobe acknowledges that it shall give priority to and take corrective actions as
expeditiously  as possible in  connection  with any Severity 3 or 4 Problem that
prevents  EFI from  shipping a Licensed  System.  Adobe may choose,  in its sole
discretion, to implement a Level 0 request, but it is not required to do so.

                  g.  Special  Services.  EFI may  request  that  Adobe  perform
special  support  services  with  respect to the  Reference  Port not covered by
services provided under Adobe Support as described herein. Adobe shall negotiate
in good faith with EFI with  respect to any such  request  for  special  support
services and Adobe shall use reasonable  commercial  efforts to accommodate  any
such request by EFI at Adobe's then current prices and upon terms and conditions
to be mutually agreed upon by the parties.

[*] CERTAIN  CONFIDENTIAL  INFORMATION  CONTAINED  IN THIS  DOCUMENT,  MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION  PURSUANT TO RULE 24B-2 OF THE  SECURITIES  EXCHANGE ACT OF 1934,  AS
AMENDED.


<PAGE>


                                  ATTACHMENT 1
                                       TO
                                    EXHIBIT E

                             PRODUCT PROBLEM REPORT

Title: (OEM internal tracking no.) - (short one line title of problem)

         A single  line,  short  description  of the  problem.  This line may be
         prefixed by an OEM's internal problem tracking code for cross reference
         purposes.

Severity: (4.0)

         OEM's  proposed  severity code. The severity code is based on a general
         understanding of the nature and effect of the reported  problem.  Adobe
         maintains  the right to alter the  severity  code  submitted by the OEM
         after  consulting  with  the  OEM.  The  severity  code is based on the
         following general considerations:

                  4-  most severe, no work-around, must be fixed

                  3-  fairly severe, difficult to work-around, must be fixed

                  2-  easy work-around, should be fixed in a subsequent release

                  1-  cosmetic or minor  problem 0-  enhancement  or request for
                      design change

Priority: (A-C)

         OEM' s requested  priority for resolving the report problem.  This will
         help  Adobe's   Codevelopment   engineering   support   personal   when
         prioritizing the OEM's support needs. The priority code is based on the
         following general considerations:

                  A-  move to the top of the  priority  queue  - may  result  in
                      priority B and C items being delayed

                  B-  respond to when not working on priority A issues

                  C-  as time permits

Date: (date report sent to Adobe)

Name: (OEM's project name)

         The  OEM's  project  name.  This is  most  applicable  if the OEM  has,
         multiple on-going projects with Adobe.

Version: (PostScript/documentation version, date)

         The  version  of  the   PostScript   interpreter   in   question.   For
         documentation, the document's date should also be included.

[*] CERTAIN  CONFIDENTIAL  INFORMATION  CONTAINED  IN THIS  DOCUMENT,  MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION  PURSUANT TO RULE 24B-2 OF THE  SECURITIES  EXCHANGE ACT OF 1934,  AS
AMENDED.


<PAGE>


Contact: (contact OEM company/e-mail/phone number)

         The primary  contact for  technical  communications  at the OEM's site.
         Include the person's name and appropriate method of contact.

Description: (multi-line detailed description of the issue/problem)

         A detailed  description of the problem or issue.  There is no set limit
         to the length of the description  which may include small sections of C
         language code [or PostScript] language code. If it becomes necessary to
         send multiple pages of C or PostScript  language code,  these should be
         transferred electronically by UNIX UUCP file transfer and referenced in
         the Files entry below.

         To  facilitate  replication  of the  reported  problem,  the  following
         additional information should also be supplied:

                           Host computer,
                           Operating  system,  application,   driver  and  their
                           respective version numbers,
                           Exact error message text,
                           Front panel configuration,
                           Communications  protocol in use (i.e.  serial,  baud,
                           rate, etc.)

Files. (list of files that have been UUCP'D to Adobe)

      List of files referenced in the above Description of problem section.

[*] CERTAIN  CONFIDENTIAL  INFORMATION  CONTAINED  IN THIS  DOCUMENT,  MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION  PURSUANT TO RULE 24B-2 OF THE  SECURITIES  EXCHANGE ACT OF 1934,  AS
AMENDED.


<PAGE>


                                    EXHIBIT F

                    SAMPLE FORMAT FOR REFERENCE PORT APPENDIX
                     (POSTSCRIPT SUPPORT SOURCE WITH OBJECT)

I.   Description of Reference Port.

II.  Description of Reference System.

m.   Schedule for Delivery of Adobe Deliverables.

IV.  Description of Adobe Screening Test Suite.

V.   Technical Support.

VI.  Font Programs.

[*] CERTAIN  CONFIDENTIAL  INFORMATION  CONTAINED  IN THIS  DOCUMENT,  MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION  PURSUANT TO RULE 24B-2 OF THE  SECURITIES  EXCHANGE ACT OF 1934,  AS
AMENDED.

<PAGE>


                                    EXHIBIT G

                           ADOBE SYSTEMS INCORPORATED
                      MINIMUM TERMS OF END USER AGREEMENTS

         (1) Licensor  grants  Licensee a  non-exclusive  sublicense  to use the
PostScript"' software  ("Software") and the  digitally-encoded  machine-readable
outline  data  ("Font  Programs")  encoded  in  the  special  format  and in the
encrypted form ("Coded Font  Programs")  provided by Adobe Systems  Incorporated
("Adobe") to Licensor to  reproduce  weights,  styles,  and versions of letters,
numerals, characters and symbols ("Typefaces") on a single output device; and to
use the  trademarks  used by Licensor to identify  the Coded Font  Programs  and
Typefaces  produced  therefrom  ("Trademarks").  Licensee  may assign its rights
under this  Agreement to a licensee of all of  Licensee's  right and interest to
such Software and Coded Font Programs  provided  Licensee  transfers to licensee
all copies of such  Software and Coded Font  Programs and licensee  agrees to be
bound by all of the terms and conditions of this Agreement.  Trademarks, if used
by Licensee,  shall be used in  accordance  with  accepted  trademark  practice,
including identification of the trademark owner's name.

         (2) Licensee agrees not to alter,  reverse  engineer or disassemble the
Software or Coded Font  Programs.  Licensee  will not copy the Software or Coded
Font  Programs  except as  necessary  to use them on the single  output  device.
Licensee  agrees  that any such copies of the  Software  or Coded Font  Programs
shall contain the same  proprietary  notices which appear on and in the Software
or Coded Font Programs.

         (3) Except as stated above,  this Agreement does not grant Licensee any
right  (whether  by  license,  ownership  or  otherwise)  in or to  intellectual
property with respect to the Software or Coded Font Programs.

         (4) Licensee  will not export or  re-export  the Software or Coded Font
Programs without the appropriate United States or foreign government licenses.

         (5) Title to and  ownership of the  Software,  Coded Font  Programs and
documentation

[*] CERTAIN  CONFIDENTIAL  INFORMATION  CONTAINED  IN THIS  DOCUMENT,  MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION  PURSUANT TO RULE 24B-2 OF THE  SECURITIES  EXCHANGE ACT OF 1934,  AS
AMENDED.


<PAGE>


and any reproductions thereof shall remain with Licensor and its suppliers.

         (6) The Trademarks can only be used to identify printed output produced
by the Coded Font  Programs.  The  Trademarks  are the property of the Trademark
Owners identified herein.

         (7) NEITHER LICENSOR NOR ANY OF ITS REPRESENTATIVES  MAKES OR PASSES ON
TO LICENSEE OR OTHER THIRD PARTY,  ANY WARRANTY OR  REPRESENTATION  ON BEHALF OF
LICENSOR'S THIRD PARTY SUPPLIERS.

         (8) Licensee is hereby  notified  that Adobe  Systems  Incorporated,  a
California   corporation   located  at  1585  Charleston  Road,  Mountain  View,
California  94039-7900 ("Adobe") is a third-party  beneficiary to this agreement
to the extent that this agreement contains provisions which relate to Licensee's
use of the Software,  the Fonts, the Coded Font Programs,  the Typefaces and the
Trademarks  licensed hereby.  Such provisions are made expressly for the benefit
of Adobe and are enforceable by Adobe in addition to Licensor.


[*] CERTAIN  CONFIDENTIAL  INFORMATION  CONTAINED  IN THIS  DOCUMENT,  MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION  PURSUANT TO RULE 24B-2 OF THE  SECURITIES  EXCHANGE ACT OF 1934,  AS
AMENDED.


<PAGE>

                                    EXHIBIT H

                                    PAYMENTS
                           (POSTSCRIPT SUPPORT SOURCE)

         1. Source License Fees. Adobe has waived the source license fee for the
Adobe Software provided  hereunder.  EFI shall pay Adobe a Reference Port fee of
[*]  for the  initial  delivery  of a  Reference  Port  and  accompanying  Adobe
Deliverables  due and payable upon execution of this Agreement.  EFI shall pay a
source  license fee of [*], or such other amount as  specified in an  applicable
Reference Port Appendix,  for each  additional  Reference Port and  accompanying
Adobe  Deliverables  from  Adobe's  then  currently   available  Reference  Port
offerings,  and specified in a Reference Port Appendix attached hereto,  due and
payable upon final execution of the Reference Port Appendix.

         2. Reference  Port Support Fees.  Adobe has waived the "Annual Fee" for
Adobe support services,  as described in Exhibit E ("Reference Port Training and
Support")  hereto,  for the initial  Reference  Port for the initial  year.  The
"Annual Fee" for subsequent  years and Other  Reference Ports during the term of
this  Agreement  shall be Adobe's then current annual fee per Reference Port and
shall be payable  within  thirty  (30) days after the  anniversary  date of this
Agreement or the applicable Reference Port Appendix.

         3. Per Copy License Fees for Use of Reference Port Support Source.  EFI
will not be required to pay Adobe an additional  per copy source license fee for
the right to use the Reference Port Support Source, provided that (i) use of the
Reference Port Support Source is limited to one (1) copy at one (1)  Development
Site,  (ii) EFI monitors the maximum  number of copies of Reference Port Support
Source being used  concurrently  on multiple CPUs at each  Development  Site and
reports that number to Adobe upon request,  and (iii) EFI maintains  appropriate
records to permit Adobe to verify the accuracy of the number of multiple  copies
in concurrent use at each  Development Site reported to Adobe by EFI as required
under subitem (ii) above. For purposes of this paragraph, multiple users sharing
the use of a single  copy of the  Reference  Port  Support  Source  located on a
server with download capability to workstations,  terminals,  etc. constitutes a
single user.  In the event that EFI's use of the Reference  Port Support  Source
exceeds the limitation,  as specified above in this Paragraph,  EFI shall report
such usage to Adobe hereunder and EFI shall pay Adobe a source license fee equal
to the actual  amount of the  license  fee,  payable by Adobe to its third party
supplier of software  directly  resulting  from EFI's use of the Reference  Port
Support Source.

         4. Fees for  Testing.  EFI shall pay Adobe a  retesting  fee of [*] for
each instance of such  resubmission  and retesting of Revised Object pursuant to
Exhibit I ("Revised  Software Test  Procedures").  This process  shall  continue
until Adobe accepts the EFI  Deliverables.  Adobe shall charge EFI a testing fee
of [*] for each initial instance of resubmission and testing of the modified EFI
Deliverables  pursuant to Exhibit I,  PARAGRAPH  3(D)  ("Revised  Software  Test
Procedures")  following Adobe's initial  acceptance of the final release version
of the Revised Object.  EFI shall pay to Adobe an additional [*] per instance of
resubmission  and  retesting  pursuant  to EXHIBIT  I,  PARAGRAPH  3D  ("Revised
Software Test Procedures").  Notwithstanding  the above-stated  requirements for
payment of testing fees,  EFI shall not be charged for any instance of retesting
(whether of the initial final release version or any subsequent modified version
of the Revised  Object) if retesting is made  necessary by Adobe's change to the
Unmodified Core or to the Adobe Screening Test Suite. In addition, there will be
no charge for retesting if EFI can show that the EFI Deliverables when initially
tested by EFI satisfied the specified tests in the Adobe Screening Test Suite.

[*] CERTAIN  CONFIDENTIAL  INFORMATION  CONTAINED  IN THIS  DOCUMENT,  MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION  PURSUANT TO RULE 24B-2 OF THE  SECURITIES  EXCHANGE ACT OF 1934,  AS
AMENDED.


<PAGE>


                                    EXHIBIT I

                        REVISED SOFTWARE TEST PROCEDURES
                     (POSTSCRIPT SUPPORT SOURCE WITH OBJECT)

         1. Adobe  Screening Test Suite.  Adobe shall provide EFI with a special
version,  if any,  of the Adobe  Screening  Test Suite to be  utilized by EFI in
testing each Licensed  System in accordance with the milestones set forth in the
applicable Licensed System Appendix.

         2. EFI Testing. Prior to submission of each Revised Object to Adobe for
testing in accordance  with the terms hereof,  EFI shall verify that the Revised
Object  satisfies all tests in the Adobe  Screening  Test Suite (or such subject
thereof as is specified in the applicable  Licensed System Appendix).  EFI shall
not make the First  Commercial  Shipment of a Licensed  System,  and any updated
version  thereof until  acceptance by Adobe of the EFI  Deliverables.  To permit
testing by Adobe of the final release version of the Revised Object,  EFI shall,
at Adobe's  option,  in  accordance  with a mutually  agreeable  schedule  to be
specified in the  applicable  Licensed  System  Appendix,  provide  Adobe with a
comprehensive  report of the test results of such EFI testing which will include
all printer out-put and test results of the Adobe  Screening Test Suite,  output
samples thereof, and a preproduction release of the EFI Deliverables.

         3. Adobe Testing.

                  a.  Adobe  shall  be  entitled  to test the  machine  readable
version of the Revised Object for each Licensed System prior to First Commercial
Shipment and prior to First Commercial  Shipment of a Licensed System containing
an engineering  change order (ECO) or prior to  effectiveness  of a field change
order (FCO)  affecting  such Revised  Object for a Licensed  Systems  previously
approved by Adobe.

                  b.  Unless  otherwise  specified  in the  applicable  Licensed
System Appendix, (i) EFI shall notify Adobe at least ninety (90) days in advance
of the estimated date of delivery of the EFI  Deliverables  to Adobe for testing
and (ii) EFI shall give Adobe at least  thirty (30) days  advance  notice of its
anticipated  delivery of the EFI Deliverables for testing,  and Adobe shall have
thirty (30) days,  or such other period as specified in an  applicable  Licensed
System Appendix,  following EFI's timely delivery of the EFI  Deliverables  (and
all necessary Loaned Equipment) to do the following:  (i) to test the quality of
the EFI Deliverables for conformity with

[*] CERTAIN  CONFIDENTIAL  INFORMATION  CONTAINED  IN THIS  DOCUMENT,  MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION  PURSUANT TO RULE 24B-2 OF THE  SECURITIES  EXCHANGE ACT OF 1934,  AS
AMENDED.


<PAGE>


the Adobe Screening Test Suite  developed by Adobe and, at Adobe's option,  with
any other tests and procedures or any updated or enhanced  versions of the Adobe
Screening  Test Suite,  to verify that EFI has not modified  the Adobe  Software
beyond the scope of modifications  permitted by PARAGRAPH 2.1.  ("License to Use
Reference Port Support Source and Adobe Support  Information") of the Agreement,
and (ii) to verify that the  overall  quality of the EFI  Deliverables  complies
with the quality level for Adobe  products,  as  reasonably  determined by Adobe
from time to time.

                  c.  Adobe  shall  conduct  the  initial  testing  of the final
release version of the Revised Object free of charge.  Adobe shall inform EFI of
the  results of such  testing  and, if Adobe is unable to accept the EFI Revised
Object,  the basis for a finding of  nonconformity  or  failure  of the  Revised
Object to conform to the  criteria  specified  above.  In the event that the EFI
Deliverables  do not  conform to the above  criteria,  EFI shall use  reasonable
effort to promptly correct any nonconformity and resubmit the same for retesting
by Adobe. This process shall continue until Adobe accepts the EFI Deliverables.

                  d. Thereafter, if EFI modifies the EFI Deliverables, EFI shall
retest the EFI  Deliverables  pursuant to PARAGRAPH 2 ("EFI  Testing") above and
resubmit the same as modified to Adobe for testing  pursuant to this  paragraph.
Notwithstanding  the  foregoing,  Adobe  shall  not  have the  right to  require
retesting of EFI Deliverables if EFI has not modified the Adobe Software.

                  e. Should the modified EFI Deliverables not conform to Adobe's
acceptance  criteria,  as described above,  EFI shall use reasonable  efforts to
promptly correct any nonconformity and resubmit the same for retesting by Adobe.

                  f. EFI shall, within a commercially  reasonable time following
Adobe's acceptance of EFI Deliverables,  update pre-production units shipped for
beta or evaluation purposes prior to First Commercial Shipment.

                  g. The parties  intend that the Adobe  testing  procedure  set
forth in this  PARAGRAPH 3 be  applicable  to the  Revised  Object for the first
several  Licensed  Systems  distributed  by  EFI  under  this  Agreement.   With
successful  certification of these first several Licensed Systems, Adobe and EFI
will work together to develop QA test  procedures  that will  streamline  the QA
process.  The  goal  of  this  streamlined  QA  process  is for  EFI to  perform
self-testing  of Licensed  Systems,  with Adobe auditing the EFI QA results,  on
Licensed  Systems  that are  created  by  modifications  other than to the Adobe
Source.

         4. Adobe Retesting Waived.  Under certain  circumstances  such as, when
EFI  makes   modifications   to  the  EFI   Deliverables   to  correct  a  minor
non-conformance  or to implement a minor feature  enhancement for its customers,
Adobe may  request  and EFI shall  provide  Adobe  with the  comprehensive  test
results  from EFI's  testing of the modified  EFI  Deliverables  using the Adobe
Screening Test Suites.  If Adobe  determines from its review of the test results
that the modified EFI Deliverables  meet all of the tests in the Adobe Screening
Test  Suite  and if it is able to verify to its  satisfaction  that the  overall
quality of the modified EFI Deliverables complies

[*] CERTAIN  CONFIDENTIAL  INFORMATION  CONTAINED  IN THIS  DOCUMENT,  MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION  PURSUANT TO RULE 24B-2 OF THE  SECURITIES  EXCHANGE ACT OF 1934,  AS
AMENDED.


<PAGE>


with Adobe's quality  standards,  Adobe may, in its sole  discretion,  waive the
requirement  for its retesting of the EFI  Deliverables.  If requested by Adobe,
EFI shall supply Adobe with a declaration signed by an authorized representative
of EFI  attesting  to the  accuracy  of such  test  results  supplied  to  Adobe
hereunder.


[*] CERTAIN  CONFIDENTIAL  INFORMATION  CONTAINED  IN THIS  DOCUMENT,  MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION  PURSUANT TO RULE 24B-2 OF THE  SECURITIES  EXCHANGE ACT OF 1934,  AS
AMENDED.

<PAGE>


                                    EXHIBIT J

                         SECURE PROCEDURES FOR HANDLING
                            ADOBE SUPPORT INFORMATION
              (POSTSCRIPT SUPPORT SOURCE WITH OBJECT DISTRIBUTION)

         1. Authorized  Employees and  Contractors.  EFI agrees that it will not
disclose all or any portion of the Adobe Support  Information  to third parties,
with  the  exception  of  authorized  employees  ("Authorized   Employees")  and
authorized  contractors  ("Authorized  Contractors")  (subject  to EFI's  having
obtained  authorization for use of such contractors in accordance with PARAGRAPH
2 ("Prior Approval of Contractors")  below) who (i) require access thereto for a
purpose authorized by this Agreement,  (ii) have signed the appropriate employee
or  contractor  agreement  substantially  in the form  attached  as Exhibit  B-1
("Employee Nondisclosure Agreement") or EXHIBIT B-2 ("Contractor Agreement"), as
applicable  and (iii) in the case of disclosure  of Adobe  Support  Information,
have  received  a notice of  confidentiality  prior to  access to Adobe  Support
Information,  and again upon any termination of such access, that contains, at a
minimum (a) provisions  substantially  in accordance with the provisions set out
in Exhibit B-3 ("Notice Regarding  Confidentiality") and (b) specific references
to  the  Employee  Nondisclosure  Agreement  (Exhibit  B-1)  or  the  Contractor
Agreement  (Exhibit B-2) as  appropriate.  EFI  guarantees the compliance of all
such  Authorized  Employees and Authorized  Contractors  with their  obligations
under such Confidentiality Agreements.

         2. Prior  Approval of  Contractors.  Notwithstanding  the provisions in
this Exhibit J permitting Authorized Contractors to have access to Adobe Support
Information,  EFI may not permit a  contractor  to come into  contact with Adobe
Support  Information,  or engage in the  development of Licensed System products
hereunder  unless EFI has first  obtained  such  authorization  in writing  from
Adobe.  Adobe, in its sole  discretion,  may withhold such approval in the event
that a  contractor  (or  contractor's  employer) to whom EFI intends to disclose
Adobe Support  Information is engaged in Clone Product  development,  either for
its own benefit or for the benefit of a third party,  or if Adobe  believes that
the contractor  may be engaged in similar  product  development,  and EFI cannot
assure Adobe to its satisfaction  that  contractor,  while engaged in supporting
such development activities, will be able to refrain from commingling or sharing
any  portion  of the  Adobe  Support  Information  with any such  Clone  Product
development.  Notwithstanding  the  foregoing,  Adobe  shall be  deemed  to have
approved  any  contractor  if it does not  notify EFI of its  rejection  of such
contractor  within  seven (7) days  after EFI  notifies  Adobe of its  intent to
permit such contractor to obtain access to the Adobe Support Information.

         3. Adobe Support Information.

                  a.  EFI  shall  ensure  that  all  Adobe  Support  Information
received  from  Adobe,  and

[*] CERTAIN  CONFIDENTIAL  INFORMATION  CONTAINED  IN THIS  DOCUMENT,  MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION  PURSUANT TO RULE 24B-2 OF THE  SECURITIES  EXCHANGE ACT OF 1934,  AS
AMENDED.


<PAGE>


copies  made  thereof,  will  be  properly  marked  or  otherwise  appropriately
identified  as  Adobe  Support   Information  before  being  made  available  to
Authorized Employees and Authorized Contractors hereunder.

                  b. EFI shall  ensure  that the same  degree of care is used to
prevent the unauthorized use, dissemination, or publication of the Adobe Support
Information  as EFI uses to protect its own  confidential  information of a like
nature,  but in no event shall the safeguards for protecting  such Adobe Support
Information  be less than a reasonably  prudent  business  would  exercise under
similar  circumstances.  EFI shall take prompt and appropriate action to prevent
unauthorized use or disclosure of Adobe Support Information.

                  c. Authorized  Employees and Authorized  Contractors  shall be
instructed  not to copy  Adobe  Support  Information  on their  own,  and not to
disclose Adobe Confidential Information to anyone not authorized to receive it.

                  d. Adobe  Support  Information  shall be  handled,  used,  and
stored solely at the Development Site.

         4. Trade Secrets. Adobe Support Information in object code, source code
and  hard  copy  printout  form,  the  PostScript  Screening  Test  Suites,  the
techniques, ,algorithms, and processes contained in the Adobe Software, and Font
Programs  which have been  developed,  acquired,  or licensed  by Adobe,  or any
modification or extraction thereof, constitute trade secrets of Adobe and/or its
suppliers,  and will be used by EFI only in  accordance  with the  terms of this
Agreement.  EFI will  take all  measures  reasonably  required  to  protect  the
proprietary  rights of Adobe and its suppliers in the Adobe Support  Information
and  will  promptly  notify  Adobe  of any lost or  missing  items  and take all
reasonable steps to recover such items.

         5. Marketing of Clone Products.  If at any time during the term of this
Agreement EFI chooses to market a Clone Product, it may do so, provided however,
that Adobe may in its sole discretion,  and without liability to EFI,  terminate
its license grant  pursuant to PARAGRAPH  2.1  ("License to Use  Reference  Port
Support  Source  and  Adobe  Support  Information")  of the  Agreement  and  any
obligation to provide  updates to such Reference Port Support Source pursuant to
Exhibit E ("Reference  Port  Training and  Support") of the Agreement  effective
sixty (60) days after notice of termination.  In the event of such  termination,
EFI shall  return all copies and  portions of copies of  Reference  Port Support
Source  and all other  Adobe  Support  Information,  and an  officer of EFI will
certify in writing to Adobe that it has no further right to use any such code or
information.

         6. Clone Product Development.

                  a. The terms of PARAGRAPH 5  ("Marketing  of Clone  Products")
above do not  preclude  EFI from  developing a Clone  Product;  however,  if EFI
engages in such Clone Product development during the term of this Agreement,  it
shall ensure that there is no sharing with such Clone Product development any of
the  following:  (i) design  documents  or  schematics  supplied by Adobe;  (ii)
Reference  Port Support Source or other  information  based upon or derived from

[*] CERTAIN  CONFIDENTIAL  INFORMATION  CONTAINED  IN THIS  DOCUMENT,  MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION  PURSUANT TO RULE 24B-2 OF THE  SECURITIES  EXCHANGE ACT OF 1934,  AS
AMENDED.


<PAGE>


the Reference  Port Support  Source;  (iii) any other  portions of Adobe Support
Information;  or (iv) any  facilities  (including,  but not limited  to,  disks,
computer systems,  workstations and networks) or personnel with access to any of
(i)-(iii) above.

                  b. EFI shall ensure that,  except as set forth in subparagraph
(c) below,  all  Authorized  Employees and Authorized  Contractors  who have had
previous access to Adobe Support  Information  will be precluded for a period of
twelve (12) months after their latest access to such Adobe Support  Information,
including  Reference  Port  Support  Source,  from being  employed  in any Clone
Product development (either internal or external) by or for EFI.  "Employment in
any Clone Product  Development"  shall be defined as having direct access to, or
producing any specifications, documentation, or source code for, components of a
Clone  Product.  EFI shall further  ensure that each such employee or contractor
shall,   concurrent  with  the  commencement  of  work  on  such  Clone  Product
development  within EN, sign a written  affirmation to EFI on a form provided by
EFI which states that each such employee or contractor (a) has neither  retained
nor had access for a minimum  period of twelve (12) months to any Adobe  Support
Information,  and (b) will not utilize,  or facilitate use of, any Adobe Support
Information in such Clone Product development.

                  c.  Adobe  agrees  that EFI will  continue  to  engage  in the
development of its own controller technology and the underlying  environment for
the controller. In the event that EFI wishes to integrate a portion of the Adobe
Software into EFI's controller  technology  without subjecting the EFI employees
and  contractors  working  on EFI's  controller  technology  to the  restriction
against  Employment in any Clone Product  Development  set forth in subparagraph
(b) above,  EFI may request Adobe to provide EFI with an opaque  interface which
does not  disclose any Adobe  Support  Information  or, if the  foregoing is not
possible,  to provide EFI with a portion of the Adobe Support  Information which
would enable EFI to accomplish the integration  (such information will hereafter
be  referred  to as the "Adobe  Interfaces").  In the event that  Adobe,  in its
discretion,  provides one or more Adobe Interfaces to EFI, EFI's only obligation
with  respect to the Adobe  Interfaces  shall be not to disclose it outside EFI.
The interfaces  ("EFI  Interfaces")  developed by EN prior to the Effective Date
that do not contain any Adobe Support  Information  are listed on Attachment J-1
to  this  Exhibit  J  ("EFI  Interfaces"),  as may be  amended  pursuant  to the
procedure  set  forth  below.  Upon  request  of EFI,  the  parties  will  amend
Attachment  J-1  to  include  additional  interfaces  or  new  versions  of  EFI
Interfaces  developed by EFI after the Effective date (which may be based on the
Adobe Interfaces);  provided that Adobe shall have thirty (30) days from receipt
of EFI's request to approve such  interfaces  for  inclusion on Attachment  J-1,
which approval shall not be unreasonably withheld.  Adobe agrees that Authorized
Employees or  Authorized  Contractors  who had access  solely to EFI  Interfaces
shall not be subject to the restriction  against Employment in any Clone Product
Development set forth in subparagraph (b) above.

                  d. The prohibition  relating to Clone Product  development set
forth in this PARAGRAPH 6 ("Clone Product  Development")  shall apply equally to
raster-output  devices,  to display or screen  output  devices,  or to any other
peripheral devices.

[*] CERTAIN  CONFIDENTIAL  INFORMATION  CONTAINED  IN THIS  DOCUMENT,  MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION  PURSUANT TO RULE 24B-2 OF THE  SECURITIES  EXCHANGE ACT OF 1934,  AS
AMENDED.


<PAGE>


         7.  Certification.  At Adobe's  request,  EFI will  provide  Adobe with
written  certification  by an  officer  of  EFI of  EFI's  compliance  with  its
obligations  under  PARAGRAPH 1  ("Authorized  Employees and  Contractors")  and
PARAGRAPH 6 ("Clone Product Development") above.

         8. Proprietary Notices. In order to protect Adobe's copyright and other
ownership  interests,  EFI agrees that as a condition  of its rights  hereunder,
each  copy  of  the  Adobe  Support  Information,  or  any  portion  thereof  or
documentation  therefor,  shall contain a valid  copyright  notice and any other
proprietary notices, including the copyright notices of Adobe's suppliers, which
appear on or in the Adobe Support Information and documentation  delivered to EN
hereunder  or as Adobe may  require  from time to time.  Presence of a copyright
notice does not constitute an acknowledgment of publication.

         9.  Font  Programs.   EFI  agrees  to  hold  any  unencrypted   outline
information  relating  to the  Font  Programs  in  confidence,  disclosing  such
information  only to Authorized  Employees and Authorized  Contractors  having a
need to use such  information  as permitted by this  Agreement,  and to take all
reasonable  precautions  to  prevent  disclosure  of such  information  to other
parties.

         10. Proprietary Rights Audit.  During the term of the Agreement and for
a period of eighteen (18) months thereafter,  an independent auditor selected by
Adobe shall have access to such  portion of EFI's  records and premises to allow
Adobe to determine  whether EFI is substantially in compliance with this Exhibit
J, and PARAGRAPH 8  ("Proprietary  Rights and Legends") of the Agreement.  In no
event shall audits be made hereunder more  frequently  than once per year.  Such
access shall be (a) during EFI's regular  business hours,  (b) arranged so that,
to  the  extent  possible,  EFI's  regular  business  activities  are  minimally
disrupted and (c) under the terms of an  appropriate  confidentiality  agreement
executed by the individual(s) conducting such audit. If Adobe determines,  after
conducting  such audit,  that EFI is not  substantially  in compliance  with its
obligations to protect Adobe's  proprietary  rights,  EFI shall pay the costs of
such audit.  Otherwise,  Adobe shall pay the costs of such audit.  Such  payment
will not preclude  Adobe from  exercising  any right which it may have under the
Agreement.  EFI shall  immediately  correct any  deficiencies  discovered in the
course of the audit.

[*] CERTAIN  CONFIDENTIAL  INFORMATION  CONTAINED  IN THIS  DOCUMENT,  MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION  PURSUANT TO RULE 24B-2 OF THE  SECURITIES  EXCHANGE ACT OF 1934,  AS
AMENDED.

<PAGE>


                                 ATTACHMENT J-1

                                 EFI INTERFACES

The  purpose  of  this  Attachment  J-1  is to  specify  an API  for  PostScript
interpreter  setup,  execution  and  page  delivery  mechanisms.  The idea is to
clearly  define the  "current"  interface  used by EN in the Fiery SW. This will
allow EFI to  continue  to develop  front-end  SW  (Communications,  Networking,
Spooling,  Job  Dispatch) & Back-end  (Page  Delivery)  without  triggering  the
application  of  the  restriction   against  Employment  in  any  Clone  Product
Development set forth in PARAGRAPH 6(B) of EXHIBIT J.

Interpreter Setup & Execution

For simplicity EFI would like to maintain a "CPSI like" wrapper  external to the
clean room. EN would leave the CPSI computational model as is:

      CPSIlnitialize(init)
      CPSStartlnterpreter( configuration record, &interpreter)

      foreach (job) {
        foreach(buffer in job)
             CPSlExecutePostScript{ interpreter, Buffer, Length);
        }
        CPSIEndOfFile(Interpreter);

      }
      CPSlStoplnterpreter(Interpreter);
      CPSIFinalizeO;

Data  required  for  initialization  of  the  Interpreter  is  available  in the
configuration  record and includes all machine  attributes (such as resolutions,
Color Spaces, Engine capabilities etc.).

Additional calls supported are:

o CPSIInterrupt(Lnterpreter) - Invoking the Interrupt Error.
o CPSlTimeout(Interpreter) - Invoking the Timeout Error.
o CPSIGetParameter (Interpreter, +setname, +parameter)

         Retrieves  current  value of the specified  parameter  from "system" or
"user" parameter sets.

The  CPSI  model  of  call-back   functions  would  be  maintained  as  well:

o  CPSIOutput(Interpreter,  *Buffer,  Length, *handle) - to transfer output from
   %stdout
o  CPSIErrorlnterpreter,  *Buffer,  Length,  *handle) - to transfer  output from
   %stderr
o  CPSISetPageDevice
o  CPSIGetTrayDetails

[*] CERTAIN  CONFIDENTIAL  INFORMATION  CONTAINED  IN THIS  DOCUMENT,  MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION  PURSUANT TO RULE 24B-2 OF THE  SECURITIES  EXCHANGE ACT OF 1934,  AS
AMENDED.


<PAGE>


o  CPSIGetConfirmation
o  CPSIInitRaster
o  CPSIExtemalCommand
o  CPSIProgress
o  CPSIRender

For  a  complete  description  of  the  CPSI  interfaces  please  refer  to  the
"Configurable PostScript Interpreter Functional Specifications" Version 2013.

Page Delivery Interface

The main interface for the page delivery  mechanism is the CPSIRender  callback.
The  purpose  of this call in EFI's  setup is to deliver a page (or a band) to a
pipeline mechanism which will send the data to the marking head. Upon completing
the  rendering of a band (or frame) the  PostScript  co-development  integration
team will accompany each page with a "Page Dictionary".

The page dictionary is read only for the video  interface.  This dictionary will
be used by the video driver to set-up various engine  parameter and complete the
print job.

A dictionary  is defined as  keyword/value  pair.  All  keyword/value  pairs are
stored as ASCII text or Strings.  A partial list of keys in the page  dictionary
includes:

         ManualFeed            Yes/No
         ColorModel            DeviceGray/DeviceRGB/DeviceCMYK
         BitesPerPixel         1/8
         BufferSize            Unsigned long
         BufferAddress         Unsigned long

[*] CERTAIN  CONFIDENTIAL  INFORMATION  CONTAINED  IN THIS  DOCUMENT,  MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION  PURSUANT TO RULE 24B-2 OF THE  SECURITIES  EXCHANGE ACT OF 1934,  AS
AMENDED.


<PAGE>


                                    EXHIBIT K

                             USE OF ADOBE TRADEMARKS

         1. Ownership of Trademarks. EFI acknowledges the ownership of the Adobe
Trademarks in Adobe and the ownership of the Typeface Trademarks in the entities
identified as "Trademark  Owner" in a Reference Port or Licensed System Appendix
hereto.  Adobe  and  such  Typeface  Trademark  owners  are  referred  to as the
"Trademark  Owners".  EFI agrees that it will do nothing  inconsistent with such
ownership  and that all use of the Adobe  Trademarks  by EFI shall  inure to the
benefit of and be on behalf of Adobe. EFI acknowledges that EFI's utilization of
the  Trademarks  will not  create  any right,  title or  interest  in or to such
trademarks.  EFI acknowledges  Trademark  Owners'  exclusive right to use of the
Trademarks  and agrees not to do anything  contesting or impairing the trademark
rights of the  Trademark  Owners.  Any use of the  Trademarks  must identify the
applicable "Trademark Owner" as the owner of such Trademarks. EFI agrees that it
will notify or require  notification of  sublicensees  who receive Font Programs
that  (i)  Typeface  Trademarks  can  only be used to  identify  printed  output
produced by the Font Programs, and (ii) the Typeface Trademarks are the property
of the Trademark Owners.  EFI will maintain a high quality standard in producing
copies of Font Programs and Typefaces.  At the request of Adobe, EFI must supply
samples of any Typeface identified by a Typeface Trademark.

         2. Quality  Standards.  Adobe shall review and approve or disapprove in
writing  the  quality  of  the  Revised   Object,   Font  Programs,   and  EFI's
documentation  relating to the Revised Object and Font Program  packages and the
use of the  Trademarks  on such  products  and  authorize  the  commencement  of
demonstration,  commercial  distribution  and marketing of the Revised Object or
Font Programs.  At least thirty (30) days prior to the date scheduled by EFI for
commencing such demonstration,  commercial distribution and marketing,  directly
or  indirectly  to End  Users,  EFI  shall  submit  to Adobe  for its  approval,
sufficient  samples of the Revised Object,  EN's documentation and Font Programs
together with or including the containers,  packages,  cartons, wrappers and the
like. Unless otherwise agreed in writing by Adobe, EFI shall not make any change
in such products or their containers,  packages,  cartons,  wrappers or the like
from that  approved by Adobe.  EFI agrees,  at any time as requested by Adobe to
provide  Adobe with a  reasonable  number of the samples of the packages of such
products and use of the Trademarks to allow Adobe to review the quality thereof.
Where  Trademarks are used in connection with the execution of any software on a
computer  system,  EFI agrees to provide  Adobe with access to such software and
computer  system,  and  reasonable  assistance  in the  operation  of  same,  to
facilitate  Adobe's review. If, at any time, any sample is disapproved by Adobe,
Adobe shall so advise EFI and,  upon EFI's  receipt of such notice by any means,
EFI shall have sixty (60) days to improve the quality to the standard previously
approved by Adobe. EFI shall comply with all applicable laws and regulations and
obtain all  appropriate  government  approvals  pertaining to the  sublicensing,
transfer and advertising of the Revised Object and Font Programs.

         3.  Infringement  Proceeding.   EFI  agrees  to  notify  Adobe  of  any
unauthorized  use or

[*] CERTAIN  CONFIDENTIAL  INFORMATION  CONTAINED  IN THIS  DOCUMENT,  MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION  PURSUANT TO RULE 24B-2 OF THE  SECURITIES  EXCHANGE ACT OF 1934,  AS
AMENDED.


<PAGE>


the Trademarks by others  promptly as it comes to EFI's  attention.  Adobe shall
have the sole right and discretion to bring  infringement or unfair  competition
proceedings involving the Trademarks.

         4. EFI's Use of Trademarks. EFI agrees that it will permanently include
the Adobe  Trademarks on all copies of the Revised Object and in any advertising
or printed  materials  concerning  the  Revised  Object and that it will use the
applicable  Trademarks  on all copies,  advertisements,  brochures,  manuals and
other appropriate uses made in the promotion, distribution or use of the Revised
Object,  Font Programs and PostScript Language  Specification  including any EFI
translated  version.  EFI shall make specific reference to the Revised Object or
Font Programs in any  advertisement  concerning the Licensed  Systems which also
contains  specific names of other software  products.  All such uses shall be in
accordance with Adobe's then current trademark manual.

         5. Trademark Registrations.  EFI, at Adobe's request and expense, shall
(i) promptly provide Adobe with any specimens, (ii) execute all applications for
trademark  -registrations,  assignments or other applicable  documents and (iii)
perform any other act reasonably  necessary for any Trademark Owner to secure or
maintain  any and all  Trademark  rights in any  country,  provided  that EFI is
marketing the Revised Object,  Font Programs and Licensed Systems in association
with a Trademark and in such country.

         6. No  Unitary  or  Composite  Marks.  EFI  agrees not to use any other
trademark or service mark in close  proximity to any of the Adobe  Trademarks or
combine the marks so as to effectively  create a unitary  composite mark without
the prior written approval of Adobe.

[*] CERTAIN  CONFIDENTIAL  INFORMATION  CONTAINED  IN THIS  DOCUMENT,  MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION  PURSUANT TO RULE 24B-2 OF THE  SECURITIES  EXCHANGE ACT OF 1934,  AS
AMENDED.