<PAGE>

                        AGREEMENT TO DEVELOP OEM PRODUCTS

This Agreement ("Agreement") is made by and between Amiable Technologies, Inc.,
a corporation organized under the laws of the Commonwealth of Pennsylvania,
doing business as ScanVec-Amiable, with offices at 2 International Plaza, Suite
625, Philadelphia, Pennsylvania 19113, USA (hereinafter referred to as "ATI")
and MIMAKI ENGINEERING CO., LTD., a corporation having a place of business at
1333-3 Oaza Kazawa, Tohbu-machi Chiisagata-gun, Nagano 389-0514 Japan
(hereinafter referred to as "OEM PARTNER").

                                    Recitals:

WHEREAS, ATI designs and manufactures signmaking graphics software and composes
related documentation for the Macintosh, Power Macintosh and PC computers, and

WHEREAS, OEM PARTNER desires to obtain a license for certain rights possessed by
ATI with respect to its signmaking graphics software and related documentation
used with the Macintosh, Power Macintosh, and Windows platforms, as designated
herein, and ATI desires to grant such license to OEM PARTNER, subject to the
terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual promises contained herein and
intending to be legally bound hereby, the parties hereto agree as follows:

1.    DEFINITIONS

      When used in this Agreement, the following words and phrases shall have
      the meaning set forth below unless the context otherwise requires.

      1.1   "ATI STANDARD SOFTWARE" means any and all software developed by ATI
            and sold under the "PhotoPRINT" and "Flexi" name.

      1.2   "EFFECTIVE DATE" means the date this Agreement is formed, which
            shall occur upon execution thereof by OEM PARTNER and acceptance
            thereof by an authorized representative of ATI.

      1.3   "INTELLECTUAL PROPERTY RIGHTS" means all of ATI's rights, titles and
            interests in the Licensed Software and Licensed Documentation
            defined below, including, but nor limited to, such rights, titles
            and interests provided under any and all patent, copyright, or any
            other comparable laws of any country, governmental body, or
            jurisdiction.

      1.4   "LICENSED DOCUMENTATION" means all documentation, other than the
            Licensed Software, that is related to such Software as well as
            demonstration documentation, including, but not limited to, manuals
            and tutorials.


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      1.5   "LICENSED SOFTWARE" or "SOFTWARE" means the software programs
            identified on Appendix A, annexed hereto and made a part hereof, in
            object code form, supporting the Windows 95, Windows 98, Windows NT
            or Power Macintosh platforms, all Program Updates, Program
            Improvements, revisions thereto, and demonstrations thereof,
            supplied by ATI during the term of this Agreement. Each copy of a
            software program is solely accessible through the use of a hardware
            security key that is specifically programmed to work with that
            specific copy of the software program by unlocking passwords. Each
            hardware security key is assigned a serial number. The parties may,
            from time to time, add other software programs to Appendix A by
            written agreement, and the provisions of this Agreement shall then
            also apply to such other software programs.

      1.6   "OEM PARTNER'S OEM PRODUCTS" means, collectively, the Licensed
            Software and Licensed Documentation.

      1.7   "PROGRAM IMPROVEMENTS" means new versions of any Licensed Software
            on the Windows 95, Windows 98, Windows NT, or Power Macintosh
            platforms, introduced in ATI's sole judgment, which contains
            substantial new functionality or other changes and additions to the
            Licensed Software.

      1.8   "PROGRAM UPDATES" means any software program modifications with
            respect to Licensed Software implemented in ATI's sole judgment for
            purposes of improving a software program or introducing minor new
            functionality.

      1.9   "OEM PARTNER'S AUTHORIZED DEALER" means a company through which OEM
            PARTNER is reselling the OEM PARTNER'S OEM PRODUCTS defined below
            for resale to the ultimate end user.

      1.10  "OEM PARTNER'S OEM PRODUCTS" means, collectively, the Licensed
            Software and Licensed Documentation.

      1.11  "TERRITORY" means the entire world.

      1.12  "TRADEMARK" refers to the PhotoPRINT name, which is a registered
            Trademark of ATI.

      1.13  "USD" and "US$" mean United States Dollars.

      1.14  "START DATE" means the date the Licensed Software and Licensed
            Documentation has been approved by OEM PARTNER or the first customer
            shipment by OEM, whichever is earlier.

2.    LICENSE OF RIGHTS

      2.1   License. Subject to the terms and conditions of this Agreement, ATI
            will provide to OEM PARTNER a master copy of the Licensed Software
            and Licensed Documentation. ATI hereby grants to OEM PARTNER, and
            OEM PARTNER accepts, non-transferable, non-exclusive license to use
            the Licensed Software and Licensed Documentation. The license
            granted herein to OEM PARTNER shall permit OEM PARTNER, at its sole
            expense, to package, distribute and sub-license solely in the
            Territory each copy of the Licensed Software for which a hardware
            security key has been purchased and its related Licensed
            Documentation purchased by OEM PARTNER from ATI hereunder, under
            Trademark subject to a license agreement acceptable to ATI.

            Nothing in this Agreement is intended nor shall be construed to
            convey title of the Licensed Software or Licensed Documentation to
            OEM PARTNER or others, or to convey any right or interest whatsoever
            in the Licensed Software or Licensed Documentation, other than the
            license hereby created, and ATI


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            expressly reserves title and all rights pertaining thereto in and to
            the Licensed Software and Licensed Documentation.

      2.2   Acknowledgment of ATI Rights. OEM PARTNER hereby acknowledges that
            all Licensed Software delivered in any form hereunder, including,
            but not limited to, disks, CD-ROMs, security key programming and the
            like, and Licensed Documentation are proprietary products of ATI,
            protected by copyright and other applicable laws, and otherwise
            constitute trade secrets and proprietary information of ATI. OEM
            PARTNER agrees not to use Licensed Software and Licensed
            Documentation, except in accordance with and subject to the terms
            and conditions of this Agreement.

3.    PROTECTION OF ATI RIGHTS IN LICENSED SOFTWARE AND DOCUMENTATION.

      3.1   Prohibited Acts. Except as otherwise provided herein, or with the
            written consent of ATI, OEM PARTNER agrees not to, and will not
            permit others to:

            (a)   copy, reproduce, alter, reverse engineer, translate,
                  disassemble, or decompile the Licensed Software (including
                  fonts, sign graphics, and clip art) in whole or in part, or

            (b)   copy, reproduce, alter or translate the Licensed
                  Documentation.

      3.2   Indemnification. OEM PARTNER agrees, at its sole expense, to
            indemnify, defend and hold ATI, its agents and employees, successors
            and assigns, harmless for, and forthwith reimburse ATI, its agents,
            successors and assigns employees, from any and all claims, losses,
            damages, expenses, including attorney's fees, or any other
            liability, sustained by any of them, that may result in whole or in
            part, arising from the use by OEM PARTNER or any other party, of any
            OEM PARTNER'S OEM PRODUCTS or any associated materials. OEM PARTNER
            agrees to protect ATI against any and all infringements of its
            Intellectual Property Rights by properly notifying ATI of those
            persons or entities who possess any OEM PARTNER'S OEM PRODUCTS, as
            well as all other parties, who are or might be considered to be in
            violation of ATI's Intellectual Property Rights.

      3.3   Trademark Usage. ATI hereby authorizes OEM PARTNER to use the
            Trademarks in the Territory on or in relation to the OEM PARTNER'S
            OEM PRODUCTS for the sole purposes of exercising its rights and
            performing its obligations under this Agreement, and for no other
            purposes without the prior written consent of ATI.

      3.4   OEM PARTNER Assurances. OEM PARTNER agrees and will take steps to
            assure that:

            (a)   the ATI notice of copyright symbol (i.e., (C) Amiable
                  Technologies, Inc. 1999 All Rights Reserved) appears in the
                  following areas of each and every OEM PARTNER'S OEM PRODUCT:
                  on the start-up screen, on the inside cover of the manual, on
                  the exterior of the disk label, on the exterior packaging; and

            (b)   each reference to and use of any of Trademark by OEM PARTNER
                  is and will be in a manner from time to time approved by ATI
                  and accompanied by an acknowledgment, in a form approved by
                  ATI, that the same is a Trademark (or registered Trademark) of
                  ATI as the case may be;


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            (c)   a notice is affixed to or accompanies OEM PARTNER'S OEM
                  PRODUCTS stating that the use of the software incorporated
                  therein is licensed for use by the purchaser thereof only, but
                  only to the extent that such use is reasonably necessary for
                  the proper use of OEM PARTNER'S OEM PRODUCTS for the purposes
                  for which they were designed and providing that such Software
                  shall not be copied or altered.

      3.5   Protection of Intellectual Property Rights. OEM PARTNER shall notify
            existing and future resellers of OEM PARTNER'S OEM PRODUCTS that
            they are required, and OEM PARTNER and all such resellers shall take
            all steps as ATI may reasonably require, to assist OEM PARTNER in
            maintaining the validity enforceability of ATI's Intellectual
            Property Rights during and subsequent to the termination of this
            Agreement.

      3.6   Infringement Notice. OEM PARTNER shall promptly notify ATI of any
            actual, threatened or suspected infringement in the Territory of any
            Intellectual Property Rights of ATI which comes to OEM PARTNER's
            attention, whether from OEM PARTNER's resellers or otherwise. OEM
            PARTNER will also, at the request and expense of ATI, do all things
            as may be reasonably required to assist ATI in taking or resisting
            any legal proceedings during or subsequent to the termination of
            this Agreement.

4.    SALE OF OEM PARTNER'S OEM PRODUCTS

      4.1   Sale and Purchase. Appendix A sets forth OEM PARTNER'S OEM PRODUCTS
            subject to this Agreement on the date hereof and the prices
            therefor. During the term of this Agreement, ATI agrees to sell to
            OEM PARTNER, and OEM PARTNER agrees to buy from ATI, OEM PARTNER'S
            OEM PRODUCTS. All transactions shall be initiated by the submission
            of an individual purchase order by OEM PARTNER to ATI. Any term of a
            purchase order inconsistent with the terms and provisions of this
            Agreement shall be null and void and deleted from the purchase order
            containing such term.

      4.2   Initial Purchase Order. An initial purchase order of the OEM
            PARTNER'S OEM PRODUCTS, will be submitted to ATI for US$
            [information redacted]## upon the signing of the Agreement. This
            initial purchase order may consist of any combination of OEM
            PARTNER'S OEM PRODUCTS.

      4.3   Subsequent Purchase Orders. OEM PARTNER shall place its individual
            purchase order which shall state, among other things, the
            description, quantity, price and shipment schedule of OEM PARTNER's
            OEM PRODUCTS to be sold by ATI thereunder. Within 5 business days
            after receiving the purchase order document, ATI will notify the OEM
            PARTNER of the acceptance of the order and the shipping schedule.
            Amiable Technologies, Inc. shall use its best efforts to comply with
            the OEM PARTNER's desired delivery schedule if possible. The OEM
            PARTNER can initiate purchase orders by telephone or FAX to
            facilitate the delivery schedule; however, such orders must be
            followed by the regular purchase order document immediately. Verbal
            orders without a follow up document can be deemed invalid; however,
            the OEM PARTNER can be held responsible for verbal orders at the
            option of ATI.

      4.4   Purchase Price. The purchase price for OEM PARTNER'S OEM PRODUCTS,
            as of the date of this Agreement, is set forth on Appendix A,
            annexed hereto, and incorporated by reference herein. OEM PARTNER
            will purchase all OEM PARTNER'S OEM PRODUCTS according to the
            purchase price shown in Appendix A. ATI may adjust the purchase
            price of any OEM PARTNER'S OEM PRODUCTS through mutual consultation
            of the parties. All payments payable by OEM PARTNER to ATI hereunder
            should be made by wire transfer to ATI at the following bank account
            in USD:
            ====================================================================

            ====================================================================
-------------------
## The information contained in this portion of the agreement has been omitted
and filed separately with the Securities and Exchange Commission pursuant to a
request for confidential treatment.

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      4.5   Purchase Prices Not Exclusive. All prices for OEM PARTNER'S OEM
            PRODUCTS are exclusive of any applicable value added, sales, use,
            privilege, excise, and similar taxes, customs and duties, or any
            other taxes or assessments, imposed on such sales or shipment. OEM
            PARTNER shall additionally be liable and shall pay any such amounts.

      4.6   Shipment and Packaging.

            (a)   OEM PARTNER shall select the mode of shipment of the OEM
                  PARTNER'S OEM PRODUCTS. The cost of shipment shall be borne by
                  and billed to OEM PARTNER.

            (b)   OEM PARTNER'S OEM PRODUCTS shall be packaged in accordance
                  with ATI's then-current packaging specifications, for the mode
                  of shipment selected by ATI. If OEM PARTNER desires or
                  requires different or special packaging, OEM PARTNER shall
                  advise ATI thereof, and shall assume all liability therefor,
                  and shall pay ATI all costs associated therewith.

            (c)   OEM PARTNER'S OEM PRODUCTS shall be delivered F.O.B. ATI's
                  shipping point, and thereafter, OEM PARTNER shall assume all
                  risk of loss therefor.

5.    TERM OF THE AGREEMENT

      5.1   Term. The term of this Agreement shall commence as of the Effective
            Date and unless sooner terminated by either party as provided
            herein, shall continue for a period of one (1) year from the
            Effective Date, and thereafter, for successive terms of one (1) year
            each, unless either party, at least sixty (60) days prior to the end
            of the initial or any successor term, gives written notice to the
            other party of its intention to terminate this Agreement at the
            conclusion of the term then in progress. Notwithstanding the
            termination of this Agreement and provided that the termination is
            not the result of breach of this Agreement by OEM PARTNER or by
            reason of those events set forth in Section 5.3 hereof, ATI agrees
            to sell OEM PARTNER'S OEM PRODUCTS to OEM PARTNER for the six (6)
            month period following the termination of this Agreement at ATI's
            price at the time of sale and upon such other terms and conditions
            as ATI may require.

      5.2   Prior Termination. This Agreement may be terminated at any time upon
            sixty (60) days' prior written notice by either party if the other
            party files a voluntary petition in bankruptcy or under any similar
            insolvency law, makes an assignment for the benefit of its
            creditors, becomes insolvent, or if any involuntary petition in
            bankruptcy or under any similar insolvency laws is filed against it,
            or if a receiver is appointed for, or a levy or attachment is made
            against substantially all of its assets, and such involuntary
            petition is not dismissed or such receiver or levy or attachment is
            not discharged within sixty (60) days after the filing or
            appointment thereof.

      5.3   Termination Upon Breach. This Agreement may also be terminated by
            ATI if OEM PARTNER fails to pay the amount of any purchase order
            when payment is due under this Agreement. This Agreement may also be
            terminated upon ten (10) days' written notice by OEM PARTNER or by
            ATI if the other party fails to comply with any other undertaking,
            covenant, term, or provision of this Agreement. ATI's and OEM
            PARTNER's right to terminate this Agreement under the preceding
            sentence of this paragraph may not be exercised unless the party
            seeking to terminate shall have given the other party notice of the
            failure and the other party shall have refused or failed to correct
            or cure its default within thirty (30) days following notice from
            the party seeking to terminate.


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      5.4   Effect of Termination. The termination of this Agreement shall not
            (i) affect any of OEM PARTNER's obligations hereunder with respect
            to indemnification and the protection of ATI's Intellectual Property
            Rights in OEM PARTNER'S OEM PRODUCTS, or (ii) affect the use of OEM
            PARTNER'S OEM PRODUCTS by any party who has acquired the right to
            use any OEM PARTNER'S OEM PRODUCTS, provided that such use is at all
            times subject to and in accordance with the terms and conditions of
            this Agreement. Furthermore, upon the termination of this Agreement,
            ATI shall have no further obligations under this Agreement excepting
            those that may be required under Section 5.1 hereof.

6.    AGREEMENTS OF ATI

      6.1   Telephone Technical Support. ATI agrees to provide telephone
            technical support, during normal business hours of ATI, to
            designated employees of OEM PARTNER. OEM PARTNER is solely
            responsible, at its cost, for providing technical support to its
            customers and end-users who acquire copies of OEM PARTNER'S OEM
            PRODUCTS.

      6.2   Obligation to Update OEM PARTNER'S OEM PRODUCTS. During the term of
            this Agreement, ATI agrees to provide annual Program Updates and
            Program Improvements to the Licensed Software listed in Appendix A.
            New feature development and functional enhancements are not covered
            under this Agreement, nor are updates to substitute products listed
            in Appendix A. ATI may elect, upon sixty (60) days written notice to
            OEM PARTNER, to discontinue the design and manufacture of Program
            Updates and Program Improvements for OEM PARTNER'S OEM PRODUCTS, in
            the event that:

            (a)   OEM PARTNER shall become insolvent or fail to pay its
                  obligations as they arise or upon any proceeding being
                  commenced by or against OEM PARTNER under any laws providing
                  relief to OEM PARTNER as a debtor, or

            (b)   there is any actual, threatened or suspected infringement of
                  any Intellectual Property Rights of ATI which comes to OEM
                  PARTNER'S attention as mentioned in Section 3.6.

      6.3   "Bug" Fixes. ATI agrees to use its reasonable efforts to remedy any
            bugs in the Licensed Software in a timely fashion.

      6.4   Language Translation. Without the prior written consent of ATI, OEM
            PARTNER shall not translate the Licensed Software and Licensed
            Documentation from English into any other language.

      6.5   Rights of Any Third Party. ATI warrants that the use of the OEM
            PARTNER'S OEM PRODUCT, shall not infringe any patent or copyright
            covering the Licensed Software. Not withstanding 8.1 (b) and 8.2 to
            the contrary, ATI agrees, at its own expense, to (i) defend OEM
            PARTNER against or, at its option, settle any claim, suit or
            proceeding brought against OEM PARTNER on any patent or copyright
            infringement with respect to the OEM PARTNER'S OEM PRODUCT; and (ii)
            pay OEM PARTNER any reasonable costs, damages and reasonable
            attorneys' fees OEM PARTNER is found liable for (other than
            attorneys' fees incurred by OEM PARTNER) as the result of any
            lawsuit based on such a claim; provided that ATI (i) is notified
            immediately after OEM PARTNER receives notice of such claim; (ii) is
            solely in charge of the defense of any and settlement negotiations
            with respect to such claim; and (iii) has the right, upon either the
            occurrence of or the likelihood (in the opinion of ATI) of the
            occurrence of a finding of infringement, to (a) procure for OEM
            PARTNER the right to continue using the Licensed Software; or (b)
            replace the Licensed Software with other equivalent, non-infringing
            software. ATI assumes no responsibility for any product not supplied
            by it, or for any product supplied by it which has been changed,
            modified, adapted or refitted without the express authorization in
            writing from ATI.


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      6.6   Non-Disclosure. ATI agrees to prevent disclosure of Licensed
            Software's pre-release products, versions, updates, upgrades and
            features. Without OEM PARTNER's prior written consent, ATI further
            agrees not to reveal OEM PARTNER'S marketing strategies, pricing
            schedules, or other trade secrets which are not publicly known
            through no wrongful act of ATI.

      6.7   Training. ATI agrees to provide 2-days training at its facilities to
            OEM PARTNER on OEM PARTER'S OEM PRODUCTS. OEM PARTNER assumes all
            associated costs of training for its employees.

7.    AGREEMENTS OF OEM PARTNER

      7.1   Non-Disclosure. OEM PARTNER agrees to prevent disclosure of
            pre-release products, versions, updates, upgrades and features that
            it may be privileged to receive from ATI before the general public.
            Without ATI's prior written consent, OEM PARTNER further agrees not
            to reveal ATI's marketing strategies, pricing schedules, or other
            trade secrets which are not publicly known through no wrongful act
            of OEM PARTNER.

      7.2   Non-exclusive License. ATI hereby reserves all of its rights, title
            and interests to software and documentation which it owns or may own
            in the future which is similar to Licensed Software and Licensed
            Documentation, including but not limited to, the right to sell such
            software using the trademark PhotoPRINT or any other trademark.

      7.3   Reports. OEM PARTNER agrees to provide ATI with technical reports of
            problems or bugs discovered, if any, in the Licensed Software, and
            suggestions and feedback from customers.

      7.4   Responsibility for OEM PARTNER'S OEM PRODUCTS. OEM PARTNER shall
            have the exclusive control over the use and disposition of OEM
            PARTNER'S OEM PRODUCTS purchased under this Agreement. OEM PARTNER
            agrees to be responsible for the proper use, production,
            supervision, and ultimate disposition of OEM PARTNER'S OEM PRODUCTS
            in accordance with OEM PARTNER's own rules and regulations which
            shall not be in derogation of the terms and provisions of this
            Agreement.

      7.5   Indemnity. OEM PARTNER agrees, at its sole expense, to indemnify,
            defend, and hold ATI, its agents and employees, successors and
            assigns, harmless for, and forthwith reimburse ATI, its agents,
            employees, successors and assigns, for any loss, cost, damage or
            expense (including reasonable attorneys' fees) arising from the
            breach by OEM PARTNER of any of its obligations under or the terms
            and provisions of this Agreement.

      7.6   Modification of OEM PARTNER'S OEM PRODUCTS. OEM PARTNER shall not
            modify the Licensed Software, except upon the written consent of
            ATI. In the event that ATI provides written consent to OEM PARTNER,
            any modification shall merge and become a part of the Licensed
            Software subject to the terms and conditions of this Agreement.

      7.7   Return of Master Copies of licensed Software and licensed
            Documentation. Upon the termination of this Agreement, OEM PARTNER
            agrees to immediately return to ATI all master copies of Licensed
            Software and Licensed Documentation and all demonstration copies
            provided to OEM PARTNER with respect to OEM PARTNER'S OEM PRODUCTS.

8.    MISCELLANEOUS PROVISIONS


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      8.1   Limitation of Liability.

            (a)   ATI shall not be liable for delays in delivery or failure to
                  manufacture or deliver any OEM PARTNER'S OEM PRODUCTS or
                  otherwise to perform any obligation due to OEM PARTNER under
                  this Agreement resulting from any cause beyond ATI's
                  reasonable control, including but not limited to, acts of God,
                  acts of civil or military authority, labor disputes, fire,
                  riots, civil commotion, sabotage, war, embargo, blockade,
                  floods, earthquakes, epidemics, power surges, Governmental
                  restrictions, or failure of a supplier to deliver said
                  products.

            (b)   Any provision of this Agreement to OEM PARTNER, any end-user
                  of an OEM PARTNER'S OEM PRODUCTS or other third party, whether
                  based to the contrary notwithstanding, in no event shall ATI's
                  liability under or arising out of this Agreement, whether
                  based upon breach of contract, warranty, negligence, gross
                  negligence, strict liability, negligent misrepresentation or
                  any other legal or equitable ground of action, include any
                  special, indirect, incidental, consequential, exemplary or
                  punitive damages of any kind whatsoever, or include claims for
                  loss of use, loss of business, loss of data, or loss of
                  profits, all of the foregoing of which are acknowledged by the
                  parties as specifically excluded from its own liability, even
                  if the party shall have been advised of the possibility of
                  such potential loss or damage. The liability of ATI arising
                  hereunder or out of the supplying of any OEM PARTNER'S OEM
                  PRODUCTS or license of Software or their use, whether based
                  upon warranty, contract, negligence, strict liability,
                  negligent misrepresentation or otherwise, shall not in any
                  case exceed the total amount paid by OEM PARTNER to ATI
                  hereunder.

      8.2   Negation of Warranty. UNLESS OTHERWISE EXPLICITLY PROVIDED HEREIN,
            THE OEM PARTNER'S OEM PRODUCTS ARE PROVIDED ON AN "AS IS" BASIS, AND
            THERE ARE NO WARRANTIES OF ANY KIND, EXPRESSED OR IMPLIED,
            INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY OR
            FITNESS FOR A PARTICULAR PURPOSE. OEM PARTNER SHALL BE SOLELY
            RESPONSIBILE FOR THE SELECTION, USE, EFFICIENCY AND SUITABILITY OF
            THE OEM PARTNER'S OEM PRODUCTS, AND ATI SHALL HAVE NO LIABILITY
            THEREFOR.

      8.3   Entire Agreement. This is the entire and exclusive Agreement of the
            parties with respect to the subject matter thereof. This Agreement
            supersedes all prior proposals, oral or written, and all
            negotiations, conversations or discussions heretofore had between
            the parties related to this Agreement. OEM PARTNER acknowledges that
            it has not been induced to enter into this Agreement by any
            representations or statements, oral or written, not expressly
            contained herein, including statements or representations contained
            in general sales literature or made by sales personnel. The terms
            and conditions of this Agreement shall prevail, notwithstanding any
            variance with the terms and conditions of any order or other
            instrument submitted by OEM PARTNER. This Agreement shall not be
            modified except by a subsequently dated written amendment or
            appendix signed on behalf of ATI and OEM PARTNER by respective duly
            authorized representatives.

      8.4   Notices. Any notices, demands or requests required or permitted to
            be made pursuant to, under or by virtue of this Agreement must be in
            writing and mailed, postage prepaid and by certified or registered
            mail, return receipt requested, or delivered by Federal Express or
            other reputable independent overnight delivery service providing
            written evidence of delivery, or by hand delivery by reputable
            independent courier providing written evidence of delivery,
            addressed as follows:

            To ATI:
            Amiable Technologies, Inc.


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            2 International Plaza, Suite 625
            Philadelphia, PA 19113 USA
            Attn: International Sales

            To OEM PARTNER:
            MIMAKI ENGINEERING CO., LTD.
            Attn: PRODUCT PLANNING DEPT.

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

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

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

            Such notices, demands or requests shall be deemed to have been given
            and delivered on the earlier of the date of actual receipt thereof,
            or (i) delivered by Federal Express or other reputable overnight
            delivery service, on the business day next succeeding the date on
            which the same was delivered by the sender to such courier, or (ii)
            if by United States certified or registered mail, three (3) business
            days after the date of mailing, or on the date of actual receipt,
            whichever is earlier. Either party may change the address to which
            such notices, demands or requests shall be mailed hereunder by
            written notice of such new address mailed to the other party hereto
            in accordance with the provisions of this paragraph. Notice given by
            legal counsel on behalf of any party shall be deemed to be given by
            such party.

      8.5   Headings. The subject headings of the paragraphs of this Agreement
            are included for convenience of reference only and shall not affect
            the construction or interpretation of any of its provisions.

      8.6   Governing Law. The parties hereto agree that the rights and
            obligations under this Agreement shall not be governed by the United
            Nations Convention on Contracts for the International Sale of Goods.
            The validity, interpretation, or performance of this Agreement and
            the transactions contemplated by this Agreement, shall be governed
            by the laws of the Commonwealth of Pennsylvania, USA, excluding the
            application of its conflicts of laws rules. Any dispute arising
            hereunder shall be referred to the courts of Pennsylvania, or at
            ATI's sole discretion, to the courts where OEM PARTNER's business is
            situated.

      8.7   Assignment. OEM PARTNER shall not assign or otherwise transfer its
            rights and obligations under this Agreement, whether by operation of
            law or otherwise, without the written consent of ATI. For purposes
            of this Agreement, the merger, consolidation, reorganization or
            sale, transfer or conveyance of substantially all of OEM PARTNER
            assets to a third party shall be considered a prohibited transfer
            hereunder.

      8.8   Severability. In case any one or more of the provisions contained in
            this Agreement shall, for any reason, be held to be invalid,
            illegal, or unenforceable in any respect, such invalidity,
            illegality or unenforceability shall not affect any other provision
            of this Agreement, and this Agreement shall be construed as if such
            invalid, illegal, or unenforceable provision had never been
            contained herein.

      8.9   Consent to Breach Not Waiver. No term or provision hereof shall be
            deemed waived and no breach excused, unless such waiver or consent
            shall be in writing and signed by the party claimed to have waived
            or consented. Any consent by any party to, or waiver of, a breach by
            the other party, whether expressed or implied, shall not constitute
            a consent to, waiver of, or excuse for any other different or
            subsequent breach.


Agreement to Develop OEM Products          9        /s/ B.G.  6/24/99   /s/ A.I.
<PAGE>

      8.10  Counterparts. This Agreement may be executed in any number of
            counterparts. Each counterpart shall be deemed to be an original
            instrument, and all such counterparts, together shall constitute but
            one instrument.

      8.11  Construction. Each and every provision of this Agreement has been
            mutually negotiated, prepared and drafted and, in connection with
            the construction of any provision hereof, no consideration shall be
            given to the issue of which party actually prepared, drafted,
            requested, or negotiated any provision of this Agreement or its
            deletion. All capitalized terms used herein and not otherwise
            defined herein shall have ascribed to them the meaning contained in
            this Agreement. For purposes of this Agreement, the neuter shall
            include the masculine and the feminine, the singular shall include
            the feminine, the feminine shall include the masculine, the singular
            shall include the plural, and the plural shall include the singular,
            as the context may require.

      8.12  Relationship of Parties. Each party acknowledges and agrees that it
            is not the partner, joint venture, agent, legal representative, or
            employee of the other. Neither party is granted the right or
            authority to assume or to create any obligation or responsibility,
            expressed or implied, on behalf of or in the name of the other or to
            bind the other in any manner to anything whatsoever.

      8.13  Binding Effect. This Agreement shall be binding upon and work to the
            benefit of the parties and their respective representatives, agents,
            permitted successors and permitted assigns.


Agreement to Develop OEM Products         10        /s/ B.G.  6/24/99   /s/ A.I.
<PAGE>

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date set
forth below and each party holds one of the two original copies:

Amiable Technologies, Inc.                      MIMAKI ENGINEERING CO., LTD.

Ben Givli                                       Akira Ikeda
------------------------------                  -----------------------------
       (Printed Name)                                  (Printed Name)

C.O.B. & CEO                                    President
------------------------------                  -----------------------------
          (Title)                                         (Title)


/s/ Ben Givli                                   /s/ Akira Ikeda
------------------------------                  -----------------------------
        (Signature)                                     (Signature)

26.7.99                                         1999.7.10
------------------------------                  -----------------------------
       (Date Signed)                                   (Date Signed)


Agreement to Develop OEM Products         11        /s/ B.G.  6/24/99   ________
<PAGE>

                                   Appendix A

                           OEM PARTNER'S OEM PRODUCTS

The Licensed Software and Licensed Documentation shall be delivered on Gold CD
consisting of the following:

Personal Edition for Mimaki JV2

SOFTWARE for Windows 95, Windows98, Windows NT and Power Macintosh

      A stand-alone printer driver with the following preliminary
specifications:

            1.    Ability to drive the JV2-130,JV2-90, TX-1600S printer;
            2.    Printing directly from supported third-party applications;
            3.    Support of four-color and six-color (LcLm, OrGr) printing;
            4.    Support of Windows 95, Windows 98, Windows NT and Macintosh
                  platforms;

DOCUMENTATION

      User manual and on-line help consisting of the Installation and User
Manual in PDF format

LOCALIZATION

      Software and Documentation shall be provided in the following languages:
English and Japanese.


Agreement to Develop OEM Products         12        /s/ B.G.  6/24/99   /s/ A.I.
<PAGE>

                                   Appendix B

1.    OEM PRODUCTS PRICING

      Personal Edition for Mimaki JV2 Japanese      [Information redacted]##
      Personal Edition for Mimaki JV2 English       [Information redacted]##

2.    NRE FEE

      A prepaid NRE of [information redacted]## shall be due upon signing of
      contract.

3.    DOCUMENT TRANSLATION FEES

      Documentation translation fees of [information redacted]## per non-English
      language and per platform will be due after the delivery of final version
      of Personal Edition for Mimaki JV2. Payment terms will be Net 30.

4.    INITIAL ORDER

      An initial purchase order of [information redacted]## shall be submitted
      upon signing of contract.

5.    MINIMUM AMOUNT PER ORDER

      Any subsequent order should be great or equal to [information redacted]##.
      OEM PARTNER may choose the combination of software (platform and
      language).

6.    ANNUAL VOLUME COMMITMENT

      OEM PARTNER agrees to purchase a minimum quantity of [information
      redacted]## units during the first year.


-------------------
## The information contained in this portion of the agreement has been omitted
and filed separately with the Securities and Exchange Commission pursuant to a
request for confidential treatment.


Agreement to Develop OEM Products         13                  6/24/99   /s/ A.I.
<PAGE>
                                   Addendum 1

The definitions, terms and conditions of the original Agreement signed by OEM
PARTNER on 7/10/99, remain in effect unless otherwise superseded by the
following terms and conditions in this Addendum. This includes, but is not
limited to, Sections 3.1, 4.4, 5.1, 5.2, 5.3, 5.4, 8.1, 8.2, 8.6, and Appendix
B.

1.    UPDATE OF OEM PARTNER'S OEM SOFTWARE

      This Addendum will incorporate the update of OEM PARTNER'S OEM SOFTWARE
      with the following additional features:

      a)    Ability to drive Mimaki JV2-130, JV2-160 and JV2-180

      b)    Support of Density Curve Adjustment feature

2.    NON-RECURRING ENGINEERING (NRE) FEES

      A prepaid NRE of [information redacted]## for OEM PARTNER'S OEM PRODUCT
      shall be due and invoiced upon signing of this Addendum. Payment terms
      shall be till the end of October 2000. Development of the OEM PARTNER'S
      OEM PRODUCT shall commence as of the signing of this Addendum.

3.    DOCUMENT TRANSLATION FEES

      The NRE above includes the English and Japanese localizations. Additional
      languages can be provided for [information redacted]## per language. OEM
      PARTNER shall notify ATI till the end of October 2000 if additional
      language is necessary. Payment terms will be Net 30.

4.    OEM PRODUCTS PRICING

      PS3LINK 2.0 Japanese Windows or Macintosh    [information redacted]##
      PS3LINK 2.0 English Windows or Macintosh     [information redacted]##

      The pricing for the Japanese version includes the cost of 2 Morisawa fonts
      that are required to bundle in Japan. The pricing above does not include
      the cost of Hardware Security Key which must be purchased separately at
      the cost of [information redacted]## /unit.

5.    VOLUME COMMITMENT

      OEM PARTNER agrees to purchase a minimum quantity of [information
      redacted]## units of any version of OEM PRODUCTS, from the Effective date
      of original Agreement until 1 year after the Effective date of this
      Addendum.

6.    TERM

      The term of this Addendum shall commence as of the Effective Date of this
      Addendum and shall continue until termination of the original Agreement
      and all its terms and conditions.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date set
forth below and each party holds one original copy.

   Amiable Technologies, Inc.                      MIMAKI ENGINEERING CO., LTD.

      Dr. Ramon Harel                                   Akira Ikeda
  ----------------------------                    ---------------------------
        (Printed Name)                                  (Printed Name)

      President & CEO                                    President
  ----------------------------                    ---------------------------
           (Title)                                         (Title)

By: /s/ Ramon Harel                           By:    /s/ Akira Ikeda
    --------------------------                    ---------------------------
        (Signature)                                     (Signature)

        10 - 19 - 2000                                  2000, 10, 12
  ----------------------------                    ---------------------------
       (Date Signed)                                   (Date Signed)

-------------------
## The information contained in this portion of the agreement has been omitted
and filed separately with the Securities and Exchange Commission pursuant to a
request for confidential treatment.

Agreement to Develop OEM Products         15                 10/3/00  /s/ A.I.