***Text Omitted and Filed Separately
                                   Confidential Treatment Request
                                   Under 17 C.F.R. Subsection 200.80(b)(4),
                                   200.83 and 240.24b-2

                                 REV D
       MASTER DEVELOPMENT, PURCHASE AND DISTRIBUTION LICENSE AGREEMENT


     THIS AGREEMENT is between JETFAX INC., a Delaware corporation having 
its principal place of business at 1378 Willow Road, Menlo Park, California 
94025 ("JetFax"), and HEWLETT-PACKARD COMPANY, a Delaware corporation with 
offices at 3000 Hanover Street, Palo Alto, California 94304 ("HP"). This 
Agreement is effective as of  December 22, 1998 (the "Effective Date").

WHEREAS; THE PARTIES HAVE PREVIOUSLY ENTERED INTO A CONTRACT FOR THE 
    LASERJET 3100 PRODUCT ("THE LASERJET 3100 CONTRACT"), DATED JANUARY 31, 
    1997 TITLED "MASTER DEVELOPMENT, PURCHASE AND DISTRIBUTION LICENSE 
    AGREEMENT, REV G (3/18/97)" WHICH IS INCORPORATED HEREIN BY REFERENCE 
    HERETO; AND

WHEREAS; THE PARTIES DESIRE TO DEVELOP AND INTRODUCE A NEW PRODUCT, DEFINED 
    BELOW, [...***...];

THE PARTIES AGREE AS FOLLOWS:

                                  AGREEMENT
1.  DEFINITIONS.

    1.1     Acceptance Criteria means mutually acceptable final performance 
criteria that the parties agree will be used to determine whether the JetFax 
Software performs at a level acceptable for inclusion in the mass marketed 
HP Product.

    1.2     Date of First Commercial Shipment means the date HP first ships 
a Royalty Generating Unit.

    1.3     Date of First Mass Production means the date of the first 
production run of the HP Product whereby the result of such run is intended 
to be Royalty Generating Units.

    1.4     Development Project means JetFax's efforts to modify its 
existing JetFax Software along with JetFax's development of the HP Exclusive 
Features all of which is more fully described in Exhibit A ("HP Product 
Technical System Specification") and Exhibit D ("HP Exclusive Features"), 
and scheduled per Exhibit B ("Development Schedule") such that they can be 
integrated for use in the HP Product.

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    1.5     Development Schedule means the list of JetFax milestones and 
targeted delivery dates set forth in Exhibit B ("Development Schedule").

    1.6     Error(s) means a defect in the JetFax Firmware or the 
[...***...] which causes such JetFax Firmware or [...***...] not to operate 
substantially in accordance with the applicable Acceptance Criteria.
    1.7     HP Exclusive Feature(s) shall mean those feature(s) identified 
as exclusive to HP and listed in Exhibit D ("HP Exclusive Features") that 
are developed by JetFax at the request of HP and that the parties have 
agreed will be exclusively licensed to HP while such feature(s) continue to 
qualify as "HP Exclusive Feature(s)."

    1.8     HP Product means the HP developed hardware product, [...***...] 
for which JetFax undertakes the Development Project and that uses the JetFax 
Firmware [...***...] along with HP Exclusive Features as described in 
Exhibit D ("HP Exclusive Features").  

    1.9     HP Trademarks  means (a) the HP supplied trademarks, stylistic 
marks and distinctive logotypes set forth in Exhibit E ("Trademarks") and 
(b) other mutually agreed upon  marks and logotypes as HP may from time to 
time designate in writing during the term of this Agreement.
 
    1.10    JetFax Deliverables means those items described in the Software 
description section listed in Exhibit A ("HP Product Technical System 
Specifications") that JetFax shall deliver to HP pursuant to this Agreement, 
including but not limited to, the HP Exclusive Features listed in Exhibit D 
("HP Exclusive Features"), and the JetFax Software and Updates.

        1.11     JetFax Documentation means the JetFax supplied online user 
manual for the JetFax Software.

        1.12     JetFax Software means (a) the JetFax Firmware, (b) the 
[...***...] and (c) any changes to the above listed software which JetFax 
may supply to HP.

        1.12.1     JetFax Firmware means (a) all or any portion of the 
JetFax controller computer programs, compilations thereof, and all 
associated documentation which functionality is described in Exhibit A ("HP 
Product Technical System Specification"), ported by JetFax to the HP 
Product, and provided by JetFax to HP pursuant to this Agreement and (b) any 
changes to such firmware which JetFax may supply to HP.
 
        1.12.2     [...***...] means (a) all or any portion of JetFax's 
computer programs and all associated end user documentation for the 
[...***...] for the HP Product for the supported platforms Windows 3.1, 
Windows for Workgroups 3.11, Windows 95 (collectively the "Initial Windows 
Platforms"), Windows 98 and Windows NT 4.0 and 5.0/Win 2000 listed and 
described in the Software section of Exhibit A ("HP Product Technical System 
Specification") provided by JetFax to HP and (b) any changes to such 
software which JetFax may supply to HP.

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        1.13     JetFax Trademarks  means (a) the JetFax-supplied 
trademarks, stylistic marks and distinctive logotypes set forth in Exhibit E 
("Trademarks") and (b) other mutually agreed upon marks and logotypes as 
JetFax may from time to time designate in writing during the term of this 
Agreement.

        1.14     Royalty Generating Unit means an [...***...].

        1.15     Testing Criteria means mutually acceptable working test 
plans and procedures that the parties agree will be used to determine the 
acceptability of the JetFax Deliverables upon delivery pursuant to the 
Development Schedule.

        1.16     Updates means updated versions of JetFax Software which 
include all changes, alterations, corrections and enhancements to such 
JetFax Software which JetFax makes generally available to its licensees 
[...***...] and that are not provided to any particular JetFax OEM customer 
as a feature exclusive to such OEM.

2.     LICENSE GRANTS.
    2.1     Manufacture and Distribution of JetFax Formatter.  The 
[...***...].  Subject to HP's compliance with the terms of this Agreement 
and effective upon HP's final acceptance of the JetFax Deliverables, JetFax 
hereby grants to HP a worldwide, non-exclusive, non-transferable license to 
(i) manufacture (and have manufactured), and (ii) market, use, sell and 
otherwise distribute the JetFax Formatter, directly and indirectly through 
HP's usual distribution channels.  The licenses granted above are only for 
use in connection with the HP Product specified herein, for the purpose of 
interfacing the JetFax Firmware to the HP Product, and to use the Hardware 
Design Package in connection with such activities. HP agrees that it shall 
keep the Hardware Design Package confidential and shall ensure that the same 
degree of care is used to prevent the unauthorized use, dissemination or 
publication of the Hardware Design Package as HP would use to protect 
similar information owned by HP.

    2.2     Purchase and Distribution of JetFax ASIC.  The [...***...].

        2.2.1     Third-Party Manufacturer.  JetFax shall enter into 
agreements with certain HP-qualified ASIC manufacturers authorizing such 
manufacturers to manufacture and sell JetFax ASICs directly to HP, and upon 
HP's request provide documentation of such authorization. In addition, in 
connection with such agreements, JetFax shall provide engineering support 
and documentation to such HP-qualified ASIC manufacturers as reasonably 
required to enable such manufacturers to meet their delivery requirements 
with HP.  HP may purchase JetFax ASICs only from such authorized HP-
qualified ASIC manufacturers, and any such purchases made by HP shall be 
subject to the terms and conditions agreed upon by HP and such authorized 
HP-qualified ASIC manufacturer. 

        2.2.2     Distribution.  Subject to HP's compliance with the terms 
of this Agreement, JetFax hereby grants HP the right to distribute the 
JetFax ASICs as part of the HP Product described
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herein and to distribute the JetFax ASICs as spare or replacement parts for 
the HP Product described herein and other support as may be required.  HP 
shall not distribute JetFax ASICs in any other manner without JetFax's prior 
written approval for such distribution. 

        2.2.3     Engineering Changes.  JetFax will not make changes to the 
ASICs without the prior written consent of HP. In the event that 
circumstances beyond  reasonable control of the parties require changes, the 
parties will promptly meet and determine, in good faith, the appropriate 
changes and timing of such changes.

    2.3     Reproduction and Distribution of JetFax Firmware.  Subject to 
HP's compliance with the terms of this Agreement, JetFax hereby grants to HP 
a worldwide, non-exclusive, non-transferable license to use, reproduce and 
distribute directly and indirectly, through HP's usual distribution 
channels, the object code version of the JetFax Firmware and JetFax Firmware 
Updates as a part of the HP Product or for repair and maintenance of such 
product.

    2.4     Reproduction and Distribution of JetFax Documentation.  Subject 
to HP's compliance with the terms of this Agreement, JetFax hereby grants to 
HP a worldwide, non-exclusive, non-transferable license to use, modify, 
reproduce and distribute directly and indirectly, through HP's usual 
distribution channels, the JetFax Documentation as a part of the HP Product 
or in conjunction with such product.

    2.5     Distribution of HP Exclusive Features.  Subject to HP's 
compliance with the terms of this Agreement, JetFax hereby grants to HP, 
[...***...].

    2.6     Reproduction and Distribution of [...***...].  Subject to HP's 
compliance with the terms of this Agreement, JetFax hereby grants to HP a 
worldwide, non-exclusive, non-transferable license to, (a) use, reproduce 
and distribute, directly and indirectly, through HP's usual distribution 
channels, [...***...] only as part of, or bundled with the HP Product; and 
(b) sublicense the [...***...] to end users for installation with an already 
installed HP Product.

    2.7     End User Licenses.  JetFax is responsible for embedding the HP 
Standard Software License Terms as an essential step in the installation of 
the Software to ensure end user receipt of the HP Standard Software License, 
such license to include terms and conditions substantially equivalent to 
those set forth in Exhibit F ("HP Software License Terms") to this 
Agreement.  The terms of such license will be drafted so as to apply to the 
JetFax Software.  

3.     DEVELOPMENT.  Subject to the terms of this Agreement and the timely 
receipt of all associated HP deliverables, JetFax will, in a timely and 
professional manner, initiate the Development Project, staff the Development 
Project as required, and use reasonable efforts to achieve the milestones 
listed in the Development Schedule on or before the dates associated with 
each such milestone.  HP agrees to designate a technically qualified person 
to respond to information requests by JetFax who, when so requested by 
JetFax, shall use his or her best efforts to respond.

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    3.1     Localization.  HP will be responsible for the localization of 
the software delivered by JetFax.  The software delivered by JetFax must be 
capable of being localized into the languages specified in Exhibit A ("HP 
Product Technical System Specification").  HP may choose to use third party 
suppliers to accomplish this localization work.  JetFax will be expected to 
reasonably cooperate and support the localization effort be it through a 
third party or through HP.  This may include, but is not limited to, 
sufficient technical support and access to subject matter experts, and 
participation in the creation of localization work instructions (LWIs).

    3.2       Help Files.  JetFax will be responsible for providing 
technical text describing user options of each help system access point.  HP 
will be responsible for the help screen content for the software delivered 
by JetFax.  HP may choose to use third party suppliers to accomplish this 
content development work.  JetFax will be expected to reasonably cooperate 
and support the help screen content development effort be it through a third 
party or through HP.  This may include, but is not limited to, sufficient 
technical support and access to subject matter experts.  Jet Fax will be 
responsible for supporting the integration of the help system to be able to 
successfully run with the software.  

4.     DELIVERY, TESTING AND ACCEPTANCE.

    4.1     HP Deliverables.  START HP shall promptly provide JetFax with an 
appropriate number of [...***...].  HP shall also provide any additional 
software, equipment and documentation, if any, as necessary for JetFax to 
complete the Development Project and for testing and support of the JetFax 
Deliverables in accordance with Section 4.3 ("Testing") below. All equipment 
loaned by HP to JetFax shall remain the property of HP and shall be fully 
insured by JetFax.  HP recognizes that an equipment failure could result in 
a delay in the Development Schedule and, while such equipment is in the 
possession of JetFax, HP shall assist in maintaining the same in good 
working order. At JetFax's request during the term of JetFax's warranty and 
continuing support activities hereunder, HP will continue to ensure that at 
least one unit on loan to JetFax is the then current production unit of the 
HP Product which HP is actually shipping.

    4.2     JetFax Deliverables.  JetFax will use commercially reasonable 
efforts to provide HP with the JetFax Deliverables as described in Exhibit A 
("HP Product Technical System Specification") in accordance with the 
Development Schedule as detailed in Exhibit B ("Development Schedule").  At 
JetFax's option, the JetFax Deliverables will be delivered telephonically 
from JetFax's place of business to a HP server in California, provided that 
JetFax bears the costs of such telephonic transmission to such server.  For 
purposes of tax documentation, coincident with the telephonic transmission 
of such deliverable items, JetFax may send to HP a certificate containing 
the date of transmission, the time of such transmission, the name(s) of 
JetFax personnel who made the transmission, the signature(s) of such 
personnel and a general description of the nature of the item(s) transmitted 
sufficient to distinguish the transmission from other transmissions.  Within 
fifteen (15) days of receipt of the certificate, HP shall return such 
certificate to JetFax, identifying the HP personnel who received such 
transmission and, if the information on such certificate is true and 
accurate, supply the signature of such receiving personnel verifying the 
occurrence of the transmission.

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    4.3     Testing.  

        4.3.1     Development of Test Plan.  The parties will work in good 
faith to develop the Testing Criteria.  HP or its manufacturing partner will 
be responsible for most of the hardware tests and design issues related to 
very high-volume production, and for testing the mechanical performance of 
the HP Product.  In addition, HP or its manufacturing partner will also test 
environmental and reliability standards of the HP Product.

        4.3.2     Interim Performance Testing.  Upon JetFax's delivery of 
each interim JetFax Deliverable listed in the Development Schedule, HP 
[...***...], in accordance with the applicable Testing Criteria, for 
conformity with the applicable Acceptance Criteria and the Testing Criteria.  
HP shall inform JetFax of the results of such testing and, if HP is unable 
to accept the interim JetFax Deliverables, the basis for a finding of 
nonconformity or failure of such interim JetFax Deliverables to conform to 
the Testing Criteria. JetFax shall use commercially reasonable efforts to 
promptly correct nonconformities and resubmit the same for retesting by HP. 
This process shall continue until HP accepts such interim JetFax 
Deliverable, or terminates under Section 12.2.2.

    4.4     Final Acceptance.  The JetFax Deliverables shall conform to 
specifications in Exhibit A ("HP Product Technical System Specifications") 
and meet the Acceptance Criteria. HP shall have [...***...].

    4.5     Compliance and Certification.  HP shall be responsible for all 
compliance testing and certification, in the U.S. and internationally, for 
safety, emissions, ESD and other required standards, including but not 
limited to "Public Telephone and Telegraph" (PTT) testing and approvals.  
Notwithstanding the above, JetFax shall be responsible for [...***...].  
JetFax and HP will work together to take corrective actions required for 
problems found in such testing and JetFax shall make reasonable changes to 
its designs and software as required.  All costs for compliance testing and 
certifications, including travel and other reasonable expenses of JetFax 
personnel requested by HP to participate in such testing or certification, 
shall be paid by HP.

5.     PAYMENTS.

    5.1     Non-Recurring Engineering Fees.  As and upon HP's acceptance of 
each deliverable in accordance with the milestones listed in Exhibit B 
("Development Schedule"), HP shall pay JetFax a non-recurring engineering 
fee equal to the amount associated with each such milestone.  
Notwithstanding the failure of JetFax to meet such individual milestones, HP 
shall nonetheless be obligated to pay to JetFax the associated non-recurring 
engineering milestone payments on the targeted date of completion if 
JetFax's failure to complete the milestone by the listed date is due to a 
failure by HP or its designated suppliers, to provide material support, data 
and deliverables in a timely manner and HP has received prompt written 
notice from JetFax upon JetFax's discovery that such failure by HP would, in 
fact, result in JetFax's inability to complete the milestone by the listed 
date.

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    5.2     Royalties.

        5.2.1     Prepaid Royalties.  HP shall pay to JetFax the following 
refundable prepaid royalties in advance of actual sales of the HP Product 
according to the following schedule:
                                                     Prepaid
          Payment                                    Royalty
          Number               Milestone              Amount
          ------               ---------              ------
         [...***...]         [...***...]          $[...***...]
         [...***...]         [...***...]          $[...***...]
         Total Prepaid Royalties                  $[...***...]

[...***...]

[...***...]

     The prepaid royalties shall be recovered by HP at the rate of 
[...***...].

        5.2.2     Royalty Rate.  HP shall pay JetFax a royalty of 
[...***...].
        5.2.3     When Royalties Earned.  Each royalty due hereunder shall 
be earned on the date the Royalty Generating Unit is shipped.

    5.3     Taxes.   License fees and prices to HP do not include taxes of 
any nature.  HP will pay ordinary sales and property taxes where applicable 
when invoiced by JetFax or will supply appropriate tax exemption 
certificates in a form satisfactory to JetFax.  Under no circumstances will 
either party be responsible for the other parties' income tax, franchise tax 
or other similar tax liability.

    5.4     Payment Terms.   All payments hereunder shall be in U.S. dollars 
and shall be paid by HP's U.S. corporate entity. HP shall make payments 
required hereunder, without deduction of any tax, duty, fee or commissions.  
All NRE payments and prepaid royalties due in accordance with the terms of 
the Agreement shall be paid [...***...] after the completion of the 
applicable milestone. All royalties due in accordance with the terms of the 
Agreement shall be paid within [...***...] after the end of each HP fiscal 
quarter in which they occur. With each royalty payment HP shall include a 
written summary of the records described in Section 6.1 ("Records") below, 
broken out by month of sale. [...***...]. Such oral communication shall be 
subject to final adjustment by HP at the end of each accounting period.

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6.     RECORDS AND AUDIT.

6.1     Records.  HP shall maintain a complete, clear and accurate record of 
the number of Royalty Bearing Units shipped during the fiscal quarter, and 
any other information which may be required to determine whether HP is 
paying the correct royalty amount hereunder.


6.2     Right of Audit.  To ensure compliance with the terms of this 
Agreement, JetFax shall have the right to have an inspection and audit of 
all the relevant accounting and sales books and records of HP conducted by 
an independent audit firm reasonably acceptable to both parties whose fee is 
paid by JetFax, and shall be conducted during regular business hours at HP's 
offices and in such a manner as not to interfere with HP's normal business 
activities. In no event shall audits be made hereunder more frequently than 
every twelve (12) months. If such inspections should disclose any 
underreporting, HP shall promptly pay JetFax such underpayment amount, and 
if such inspections should disclose any overreporting, JetFax shall promptly 
pay HP such overpayment amount.  In the event such auditor's inspection 
shows a five percent (5%) or greater underreporting, HP shall pay such 
auditor's fees and expenses for such audit.

7.     TRAINING AND SUPPORT.

    7.1     Training and Support.  JetFax agrees to provide, [...***...], 
the training, technical assistance and manufacturing support described in 
EXHIBIT C ("Training and Support").  HP agrees that all contact regarding 
continuing support services shall be handled through up to three designated 
HP contacts to be specified by HP.

    7.2     [...***...] Updates.  HP shall be free, without additional 
payments to JetFax, to distribute to existing customers using the HP Product 
only, Updates to the [...***...], through its distribution channels, via its 
web sites or its other normal distribution methods [...***...].

    7.3     End User Support.  HP 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 HP 
Product consistent with HP's practice for supporting its other products.

8.     MARKETING OBLIGATIONS.  

    8.1     Publicity.   Within [...***...] following the date HP first 
announces the HP Product, the parties shall issue a press release, the terms 
of which are mutually acceptable to both HP and JetFax.

    8.2     JetFax After Market Products. HP agrees to allow JetFax to 
market certain JetFax after market products [...***...] to end users of the 
HP Product.  [...***...].

    8.3     [...***...].


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9.     PROPRIETARY RIGHTS.

    9.1     Ownership.  The parties acknowledge that the other party and its 
suppliers have and retain exclusive ownership of all their respective 
trademarks, logos and product names, and all rights, title and interest, 
including all trademarks, copyrights, patents, mask work rights, trade 
names, trade secrets and other intellectual property rights to all of the 
documentation and computer-recorded data comprising or included in the 
JetFax Deliverables with respect to JetFax ownership and the HP Product 
other than the JetFax Deliverables with respect to HP ownership.  All 
related ideas, developments, concepts, techniques, know-how, trade secrets 
and inventions which are conceived or reduced to practice during the course 
of this Agreement shall belong exclusively to the developing party. Except 
for the rights expressly enumerated herein, HP is not granted any rights to 
patents, mask work rights, copyrights, trade secrets, trade names, 
trademarks, or any other rights, franchises or licenses with respect to the 
JetFax Deliverables.  In the event that HP obtains the source code versions 
of the JetFax Deliverables and related materials pursuant to Section 10 
("Escrow"), HP agrees that such source code and related materials will be 
protected as JetFax Deliverables hereunder and that it will not publish, 
disclose or otherwise divulge such source code and related materials to any 
person, except officers, employees and independent contractors of HP who 
have entered into non-disclosure agreements at least as protective of 
JetFax's proprietary rights as set forth herein and need access to such 
source code or related materials to perform their duties, at any time, 
either during the term or after the termination of this Agreement.

    9.2     No Source Code.  HP specifically acknowledges that no rights, 
other than those contained in Section 10 ("Escrow"), to the human readable, 
source code versions of the JetFax Software are granted to it (except 
resource source files and message string source files for both host based 
software and device firmware for translation purposes only).  HP agrees that 
it will not attempt to reverse engineer, reverse compile, disassemble or 
otherwise attempt to create source code which is derived from the JetFax 
Software provided to HP solely in object code form during the term of this 
Agreement so long as this Agreement remains in force and for one (1) year 
following termination.  In addition, HP shall not reverse engineer the 
JetFax ASIC or any portion thereof so long as this Agreement remains in 
force and for one (1) year following termination.  Notwithstanding the 
above, the parties agree that HP will use, and it shall not be considered a 
breach of this Section 9.2 to employ, in conjunction with JetFax, ordinary 
techniques available to debug and resolve problems with the JetFax Software.

    9.3     Proprietary Notices.  HP agrees as a condition of its rights 
hereunder, not to remove or deface appropriate proprietary JetFax notices 
appearing on the JetFax Deliverables for all HP internal distribution 
activities.  HP further agrees, to reproduce, in accordance with EXHIBIT E 
("Trademarks"), appropriate JetFax copyright notices on the JetFax Software, 
the software media, and in any electronic distribution of software, such as 
drivers or Updates.

    9.4     Restricted Rights.  The JetFax Software is a "commercial item," 
as that term is defined at 48 C.F.R. 2.101 (OCT 1995), consisting of 
"commercial computer software" and "commercial

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<PAGE>    71







computer software documentation," as such terms are used in 48 C.F.R. 12.212 
(SEPT 1995).  Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 
through 227.7202-4 (JUNE 1995), HP will identify and license the JetFax 
Software to U.S. Government end users (i) only as a commercial end item and 
(ii) with only those rights as are granted to all other end users pursuant 
to the terms and conditions herein.  In the event that HP receives a request 
from any agency of the U.S. Government to provide the JetFax Software with 
rights beyond those set forth above, HP will notify JetFax of the scope of 
rights requested and the agency making such request and JetFax will have 
five (5) business days to, in its sole discretion, accept or reject such 
request.

    9.5     Foreign Government Agreements.  HP will take commercially 
reasonable steps in making proposals and agreements with foreign governments 
other than the United States which involve the JetFax Software and related 
documentation to strive for the objective that JetFax's proprietary rights 
in such JetFax Software and related documentation receive the maximum 
protection available from such foreign government for commercial computer 
software and related documentation developed at private expense.

    9.6       Confidential Information.  Notwithstanding Section 16.14 below 
(which applies specifically to this Agreement itself), either party may 
receive or have access to technical and business information of the other, 
which may include product specifications, plans and strategies, software 
source code, promotions, customer listing and other information which the 
disclosing party considers to be confidential ("Confidential Information").  
In the event such information is disclosed, the parties shall first agree to 
disclose and receive such information in confidence.  If then disclosed, the 
information shall be labeled as the disclosing party's Confidential 
Information, or if disclosed orally, confirmed and identified in writing by 
the disclosing party as its Confidential Information within thirty (30) days 
after such oral disclosure.  Confidential Information of the disclosing 
party shall be used by only those employees of the receiving party who have 
a need to know such information for purposes related to this Agreement.  The 
receiving party shall protect any such Confidential Information of the 
disclosing party from unauthorized disclosure to third parties with the same 
degree of care as the receiving party uses for its own similar information.  
The foregoing obligation shall not apply to any information which is (i) 
already known by the receiving party prior to disclosure, (ii) independently 
developed by the receiving party prior to or independent of the disclosure, 
(iii) publicly available through no fault of the receiving party, (iv) 
rightfully received from a third party without a duty of confidentiality, or 
(v) disclosed by the receiving party with the disclosing party's prior 
written approval.

10.     ESCROW.  The parties have entered into an Escrow Account, Client 
Account # 1005022-00001-0816001 at DSI Technology Escrow Services at 425 
California Street, Suite 1450, San Francisco, California 94104. The same 
terms and conditions of the Escrow Account and the requirements for the same 
(Section 10 of the LaserJet 3100 Contract) shall apply to source code 
versions of the JetFax Software. 

11.     LICENSE TO USE TRADEMARKS.


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    11.1     HP's Use of Trademarks.   HP agrees that it will permanently 
include JetFax Trademarks, in a form similar to those included in Exhibit E 
("Trademarks"), on all copies of the JetFax Software and JetFax ASIC.  HP 
also agrees that it will include the JetFax and JetSuite brand names, in a 
form similar to those included in Exhibit E ("Trademarks"), along with HP 
logos in splash screens, installation screens, about boxes, demo pages, help 
tutorials, manuals, media labels and marketing collaterals.

    11.2     Ownership of Trademarks.  HP acknowledges the ownership of the 
JetFax Trademarks by JetFax. HP agrees that it will do nothing inconsistent 
with such ownership and that all use of JetFax Trademarks by HP shall inure 
to the benefit of and be on behalf of JetFax. HP acknowledges that JetFax 
Trademarks are valid under applicable law and that HP's utilization of such 
JetFax Trademarks will not create any right, title or interest in or to such 
trademarks. HP acknowledges JetFax's exclusive right to use of JetFax 
Trademarks and agrees not to do anything contesting or impairing the 
trademark rights of JetFax.  Any use of JetFax trademarks must identify 
JetFax as the owner of such trademarks.  HP agrees that JetFax will use and 
reproduce the HP Trademarks for inclusion in the JetFax Deliverables.  
JetFax acknowledges the validity of the HP Trademarks and agrees the 
JetFax's utilization of such HP Trademarks will not create any right, title 
or interest in or to such trademarks.  JetFax and HP agree that no usage of 
Trademarks or commitments in this section shall extend beyond the scope of 
activity envisioned by this Agreement.

    11.3     Quality Standards.   JetFax is familiar with and approves of 
the quality of HP hardware products that are similar to the HP Product. The 
quality of the HP Product sold in connection with the JetFax Trademarks 
shall be substantially the same as the quality of such other HP hardware 
products.

12.     TERM AND TERMINATION.

    12.1     Term.  The initial term of this Agreement shall be [...***...]  
from the Effective Date, unless this Agreement is earlier terminated 
pursuant to Section 12.2.

    12.2     Termination.

        12.2.1     Termination for Cause.  A party may terminate this 
Agreement in the event of any material breach by the other party which 
continues uncured after [...***...] written notice by the non-breaching 
party of said breach (which notice shall, in reasonable detail, specify the 
nature of the breach) to the breaching party.

        12.2.2     Termination for Convenience.  Subject to the provisions 
of Section 12.3.6, HP may terminate this Agreement without cause upon 
[...***...] written notice to JetFax.

    12.3     Obligations on Termination or Expiration.  Upon termination or 
expiration of this Agreement:
* CONFIDENTIAL TREATMENT REQUESTED


                                      18

<PAGE>    73


        12.3.1     Licenses Terminated.  The licenses granted pursuant to 
Section 2 ("License Grants") shall terminate immediately.

        12.3.2     Continued Support; Return or Destruction of JetFax 
Deliverables.  Except in the case where this Agreement is terminated prior 
to the Date of First Commercial Shipment, HP shall have the right to retain 
a reasonable number of copies of the JetFax Software and use such JetFax 
Software only to the extent required for support and maintenance purposes.  
HP will immediately discontinue use (except as set forth in the preceding 
sentence) and distribution of, and return or destroy all copies of the 
JetFax Deliverables in its possession (including copies placed in any 
storage device under HP's control). Upon JetFax's request, HP shall warrant 
in writing to JetFax its return or destruction of all of JetFax's 
proprietary information within thirty (30) days of termination or 
expiration.

        12.3.3     Continued Use by End Users.  End users shall be permitted 
the continued and uninterrupted use of the JetFax Software 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.

       12.3.4     Default by End Users.  HP's rights upon default of the end 
users relating to the JetFax Software, as specified in the end user 
agreement, shall automatically be assigned to JetFax to the extent relevant 
to the enforcement by JetFax of the proprietary rights of JetFax and/or its 
suppliers in the JetFax Software.

      12.3.5     Survival of Terms.  The parties' rights and obligations set 
forth in Section 9 ("Proprietary Rights"), Section 12.3 ("Obligations on 
Termination or Expiration"), Section 13.2 ("Limitation on Warranties"), 
Section 14 ("Indemnification"), Section 15 ("Limitation of Liability") and 
Section 16 ("General") shall continue after the termination or expiration of 
this Agreement.

      12.3.6     Liquidated Damages.  HP and JetFax hereby acknowledge and 
agree that it would be impractical and/or extremely difficult to fix or 
establish the actual harm sustained by JetFax as a result of the termination 
of this Agreement during the development period or thereafter, and that the 
damages listed below are a reasonable approximation thereof.  In the event 
that this Agreement is terminated by HP for convenience pursuant to Section 
12.2.2 above, HP shall pay JetFax the following:

1)  [...***...] 
2)  [...***...].

 Milestone                               Targeted Date
 Number         Milestone                of Completion       Amount
----------      ---------                -------------       ------
[...***...]   [...***...]                [...***...]       $[...***...]
[...***...]   [...***...]                [...***...]       $[...***...]

* CONFIDENTIAL TREATMENT REQUESTED

                                      19
<PAGE>    74


In the event that JetFax terminates this Agreement for HP's material breach 
pursuant to Section 12.2.1, JetFax shall, [...***...].  Such payments shall 
not serve to waive JetFax's rights to seek injunctive relief pursuant to 
Section 16.5 ("Injunctive Relief").

13.     WARRANTIES.

    13.1     Performance Warranty.  JetFax warrants that the JetFax Software 
and the HP Exclusive Features, for a period of [...***...] after the Date of 
First Commercial Shipment (the "Warranty Period"), will perform 
substantially in accordance with the applicable Acceptance Criteria when 
used in conjunction with the HP Product. JetFax shall, at its expense, 
provide a correction or workaround for any reproducible Errors which may be 
discovered in the JetFax Software if they are reported to JetFax by HP 
during the Warranty Period and deliver an updated version of the JetFax 
Software to HP. This warranty shall not apply to such JetFax Software if it 
(i) has been modified by HP or any third party, or (ii) is any version other 
than the most current version of such JetFax Software shipped by HP 
hereunder or the version shipped by HP immediately preceding such current 
version.  

    13.2     Limitations on Warranties. HP acknowledges that JetFax does not 
warrant that the JetFax Software will meet HP's requirements, that operation 
of the JetFax Software will be uninterrupted or error free, or that all 
software errors will be corrected.  JetFax is not responsible for problems 
caused by computer hardware or other computer operating systems (including 
those making up other HP products) which are not compatible with the system 
specifications required to run the JetFax Software as set forth in the 
applicable Acceptance Criteria, or for problems in the interaction of the 
JetFax Software with non JetFax software. HP acknowledges that the JetFax 
Software is of such complexity that it may have inherent defects, and agrees 
that JetFax makes no other warranty, either express or implied, as to any 
matter whatsoever.  The foregoing states JetFax's sole and exclusive 
warranty to HP concerning the JetFax software and HP's sole and exclusive 
remedy for breach of warranty. Except as expressly set forth above, the 
JetFax Deliverables are provided strictly  "AS IS".  Except for the express 
warranties stated in this Agreement, JetFax makes no additional warranties, 
express, implied, arising from course of dealing or usage of trade, or 
statutory, as to the JetFax Deliverables or any matter whatsoever. In 
particular, any and all warranties of merchantability, fitness for a 
particular purpose and noninfringement are expressly excluded.  Neither 
party shall have the right to make or pass on, and 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 the other party to any of its customers, end users, or third parties.

14.     INDEMNIFICATION.

    14.1     By JetFax.   Subject to Section 15, JetFax agrees to indemnify 
and  defend HP from any costs, damages, and reasonable attorneys' fees 
resulting from any claims by third parties that the uses permitted hereunder 
of the JetFax Deliverables infringe any (i) U.S. copyrights, or U.S. 
trademarks; or (ii) patents issued in the Designated Countries provided 
that, HP gives JetFax prompt written notice of

* CONFIDENTIAL TREATMENT REQUESTED


                                      20

<PAGE>    75


any such claim, tenders to JetFax the defense or settlement of such a claim 
at JetFax's expense, and cooperates with JetFax, at JetFax's expense, in 
defending or settling such claim. If JetFax receives notice of an alleged 
infringement or if HP's use of the JetFax Deliverables shall be prevented by 
permanent injunction, JetFax may, at its sole option and expense, procure 
for HP the right to continued use of the JetFax Deliverables as provided 
hereunder, modify the JetFax Deliverables so that it is no longer 
infringing, or replace the JetFax Deliverables with a deliverable of equal 
or superior functional capability. The rights granted to HP under this 
section shall be HP's sole and exclusive remedy and JetFax's sole obligation 
for any alleged infringement of any patent, copyright, trademark, or other 
proprietary right. JetFax will have no liability to HP [...***...].

    14.2     By HP.  HP agrees to indemnify and defend JetFax from any 
costs, damages, and reasonable attorneys' fees resulting from all claims by 
third parties arising from the use, manufacture, and distribution of HP 
Products by HP and its direct and indirect customers in [...***...], 
provided that JetFax gives HP prompt written notice of any such claim, 
tenders to HP the defense or settlement of any such claim at HP's expense, 
and cooperates with HP, at HP's expense, in defending or settling such 
claim. HP will have no liability to JetFax with respect to any claim as to 
which JetFax is liable to HP pursuant to Section 14.1 ("By JetFax") above.

15.     LIMITATION OF LIABILITY.   Neither party will be liable to the other 
party or any other party for any loss of use, interruption of business or 
any indirect, special, incidental or consequential damages of any kind 
(including lost profits) regardless of the form of action whether in 
contract, tort (including negligence), strict product liability or 
otherwise, even if either party has been advised of the possibility of such 
damages. The foregoing limitation of liability is independent of any 
exclusive remedies for breach of warranty set forth in this Agreement.  The 
limitation above shall not apply and shall be of no force and effect with 
regard to damages attributable to a breach of the scope of the licenses 
granted in Section 2 ("License Grants") or a breach of the protective 
provisions set forth in Section 9 ("Proprietary Rights").  [...***...].

16.     GENERAL.

    16.1     Dispute Resolution.  In the event of disputes between the 
parties arising from or concerning the subject matter of this Agreement, 
other than disputes arising from or the protection of either party's 
proprietary information, the parties will first attempt to resolve the 
dispute through good faith negotiation: first among and between the program 
managers assigned to the Development Project, and if the dispute is not 
resolved within three (3) days, negotiation between senior officers (having 
the necessary authority to resolve the dispute on behalf of such party) of 
each party .  In the event that the dispute cannot be resolved through the 
good faith negotiation of such senior officers, the parties, within five (5) 
days after written notice, will refer the dispute to a mutually acceptable 
mediator, skilled in the technology and industry relating to the subject 
matter of this Agreement, for hearing in a place to be agreed to by the 
parties.  If a mutually acceptable mediator cannot be selected by the 
parties, the parties agree to use a mediator, skilled in the technology and 
industry relating to the subject matter of this Agreement, selected by the 
American Arbitration Association.

* CONFIDENTIAL TREATMENT REQUESTED

                                      21

<PAGE>    76





    16.2     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.

    16.3     Choice of Forum and Venue. All disputes arising under this 
Agreement not resolved in accordance with Section 16.1 ("Dispute 
Resolution") above, shall 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 nonexclusive 
jurisdiction over disputes under this Agreement.  The parties consent 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 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.

    16.5     Injunctive Relief. It is understood and agreed that, 
notwithstanding any other provisions of this Agreement, breach of the 
provisions regarding the Scope of the Licenses granted in Section 2 
("License Grants") or protection of Proprietary Information set forth in 
Section 9 ("Proprietary Rights") of this Agreement by either party will 
cause the other irreparable damage for which recovery of money damages would 
be inadequate, and that the damaged party shall therefore be entitled to 
seek injunctive relief to protect its 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 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

* CONFIDENTIAL TREATMENT REQUESTED

                                      22

<PAGE>    77


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 section 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 section or in any way 
affect this Agreement.

    16.11     Assignment.  Either party shall have the right to assign its 
rights and obligations pursuant to this Agreement to a successor entity in 
the event of a merger or reorganization in which such party is not the 
surviving entity or to a purchase of all or substantially all of its assets.  
Except as set forth above, neither this Agreement nor any rights or 
obligations of either party hereunder may be assigned in whole or in part 
without the prior written approval of the non-assigning party.

    16.12     Export. HP 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 JetFax Deliverables. HP agrees 
that it will not export or re-export the JetFax Deliverables in any form, 
without the appropriate United States and foreign governmental licenses. HP 
agrees that its obligations pursuant to this Section shall survive and 
continue after any termination or expiration of rights under this Agreement.

    16.13     Full Power. Each party represents and 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. Both parties further acknowledge that each has 
read this Agreement, understands it and agrees to be bound by it.

    16.14     Confidential Agreement. Neither party will disclose any terms 
or the existence of this Agreement except pursuant to a mutually agreeable 
press release, with written consent of the other party, or as otherwise 
required by law.  However, in no event will a party be responsible for 
confirming the veracity of statements made by the other party.  If  required 
to disclose any aspect of this Agreement by legal requirement such as 
subpoena or other legal mandate, each party agrees to use best efforts in 
each such circumstance to provide to the other, prior to such party's 
initial disclosure pursuant to such legal requirement, a copy of the 
proposed disclosure (such proposed disclosure may be a redacted version of 
this Agreement) showing such party's attempt to limit, redact, excise and 
otherwise restrict the disclosure of sensitive portions of this Agreement.  
The nondisclosing party shall then have seven (7) calendar days to provide 
its suggested limitations, redactions and restrictions to the disclosing 
party's draft disclosure.  The disclosing party shall then in good faith 
attempt to include those suggested limitations, redactions and restrictions, 
wherever possible in its submission of the disclosure as required by law, 
and thereafter in subsequent negotiations with the agency or entity to which 
disclosure is made.  If such disclosing party does not receive comments from 
the non-disclosing party within the seven (7) day period, such submission 
shall be deemed approved by the non-disclosing party.* CONFIDENTIAL 
TREATMENT REQUESTED


                                      23

<PAGE>    78


    16.15     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.

    16.16     Entire Agreement.  This Agreement together with the exhibits 
completely and exclusively states the agreement of the parties regarding its 
subject matter.  Other than the LaserJet 3100 Contract, this Agreement  
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 changed or modified except through 
written mutual agreement signed by officers or program managers of the 
parties, and any provision or a purchase order purporting to supplement or 
vary the provisions hereof shall be void.  Notwithstanding the above, the 
parties agree that the specifications described in EXHIBIT A ("HP Product 
Technical System Specification") largely reflect the requirements as 
understood by the parties on the Effective Date.  However, as the 
development project progresses, the parties shall, from time to time and by 
written mutual agreement signed by officers or program managers, update such 
specifications to reflect any changes and shall consider the impact on cost, 
schedule and performance.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be 
executed as of the Effective Date by their duly authorized representatives.

JETFAX:                               HP:

JETFAX, INC.                          HEWLETT-PACKARD COMPANY

By: /s/ EDWARD (RUDY) PRINCE III      By:     
   -----------------------------           --------------------------

Name: Edward (Rudy) Prince III        Name:    [...***...]   
      --------------------------            -------------------------       

Title:  President / CEO               Title:   [...***...]      
      --------------------------            -------------------------       

Address for Notice:                   Address for Notice:

1378 Willow Road                      3000 Hanover Street
Menlo Park, CA 94025                  Palo Alto, CA  94304

                                    24
* CONFIDENTIAL TREATMENT REQUESTED
<PAGE>     79


<TABLE>
<CAPTION>

                              TABLE OF CONTENTS
                                   EXHIBITS

<S>                                  <C>
Exhibit A.............................HP Product Technical System 
Specifications

Exhibit B.............................Development Schedule

Exhibit C.............................Training and Support

Exhibit D.............................HP Exclusive Features

Exhibit E.............................Trademarks

Exhibit F.............................HP Software License Terms


</TABLE>

                                      25

* CONFIDENTIAL TREATMENT REQUESTED

<PAGE>    80


                                  Exhibit A
                  HP Product Technical System Specifications

                                 [...***...] 


                                      26

* CONFIDENTIAL TREATMENT REQUESTED

<PAGE>    81



                                   Exhibit B

     Development Schedule, Schedule of Non-Recurring Engineering Fees and 
                          Schedule of Pre-Paid Royalties

<TABLE>
<CAPTION>

     TARGET DATE
----------------
Development Schedule Milestones                             of Completion
-------------------------------                             -------------
<S>                                                          <C>

[...***...]                                                   [...***...]
-------------------------------------------------------------------------
Non-Recurring Engineering Fees

Milestone                                     Targeted Date      NRE
  ID              Milestone                   of Completion    Payment
----------        ---------                   -------------    -------
<S>              <C>                          <C>             <C>


* CONFIDENTIAL TREATMENT REQUESTED
                                       27

<PAGE>    82




1.               [...***...]                   [...***...]    $[...***...]
2.               [...***...]                   [...***...]    $[...***...]
3.               [...***...]                   [...***...]    $[...***...]
4.               [...***...]                   [...***...]    $[...***...]
5.               [...***...]                   [...***...]    $[...***...]

Total NRE Payments                                            $[...***...]
[...***...] 

</TABLE>

<TABLE>
<CAPTION>

Milestone                            Targeted Date       Pre-Paid
   ID        Milestone               of Completion       Payment
---------    ---------               -------------       --------
<S>         <C>                      <C>               <C>

6.          [...***...]               [...***...]       $[...***...]
7.          [...***...]               [...***...]       $[...***...]

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

</TABLE>

* - All feature specifications are not 100% complete to date, but JetFax and 
HP will work to mutually agreeable decision on feature/schedule trade-offs 
in meetings to complete in the next few weeks (target completion 1/15/99) 
for final specification on each feature.


* CONFIDENTIAL TREATMENT REQUESTED

                                      1
<PAGE>    83 









                                   Exhibit C
                             Training and Support
                             --------------------


* CONFIDENTIAL TREATMENT REQUESTED

                                      2

<PAGE>   84


                                EXHIBIT C
                           Training and Support

I. Software/Firmware

Training:

1. In-depth technical training covering software and firmware to be provided 
by JetFax to HP Support Personnel. Classes to take place at a mutually 
agreed upon location. JetFax will provide technical personnel to assist HP 
in generating a Technical Support Guide, Service Manual, and related 
training materials. HP shall have the right to use all training 
documentation when training other HP support organizations.

[...***...] 

Technical Support:

1. Technical assistance in support of the product launch and ongoing sales 
shall include:
     
JetFax support line(s) for HP Technical Marketing. Contact may be via 
telephone, fax, electronic mail or regular mail during regular business 
hours.

2. Problem Severity will be established by consensus between JetFax and HP 
Program Manager with input from the HP technical support groups using the 
following guidelines:

     Severity 1: Product is unusable by the end user due to 
software/firmware failure.

     Severity 2: A major product feature is inoperative, output is grossly 
deviant from expected output or there is a sensitive customer situation.

     Severity 3: There is a software/firmware problem that is not inhibiting 
the usage of the product, a request for information on product usage or 
other non-product area.

     Severity 4: Requests for enhancements.

3. JetFax will make every reasonable attempt to maintain the following 
response and resolution criteria. This will include, but is not limited to, 
minimally ensuring that a JetFax Service Representative will be available by 
phone at all business hours 8:00 am - 5:00 pm Pacific Time, Monday-Friday, 
excepting standard US holidays.  In the event a JetFax Service 
Representative is not available by phone, a voicemail system will be active 
which will, in every best effort,

* CONFIDENTIAL TREATMENT REQUESTED
                                      3
<PAGE>   85


allow for the following:

<TABLE>
<CAPTION>

       Problem Severity      Response Time       Resolution Time
       ----------------      -------------       ---------------
           <S>               <C>                   <C>
            1                 [...***...]           [...***...]
            2                 [...***...]           [...***...]
            3                 [...***...]           [...***...]
            4                 [...***...]           [...***...]

</TABLE>

Response time is defined as the time necessary to acknowledge the receipt of
-------------
a problem and request additional information that may be necessary to 
analyze the problem.  In the case of a problem submitted by telephone it is 
assumed that the response is immediate in that the call is answered as soon 
as a JetFax technical support representative is available to answer.
     
Resolution time is defined as the time necessary to provide a software fix 
---------------
bypass explanation of functionality or other such item as to: 1) resolve the 
customer's problem where it is proven to be the fault of JetFax software or 
hardware; 2) provide reasonable explanation or evidence that the problem is 
not the result of JetFax hardware or software or; 3) request any additional 
information as is necessary for the JetFax technical support group to 
resolve the customer's problem, or escalate the problem to the JetFax QA or 
engineering groups for investigation and resolution.  In the event of #3 
above the JetFax technical support group will be responsible for monitoring 
the timeliness of the QA/Engineering response, as well as keeping the HP 
technical support group updated as to the status of the problem.

HP  Responsibilities
--------------------

HP Technical Support will be responsible for the following customer issues:

  1) Serve as the sole customer contact point at all times during the sales 
     and product life cycles.
  2) Resolve all JetFax related issues that HP has the technical capacity to 
     resolve.
  3) Reproduce and verify JetFax product problems that are reported by 
     customers in a controlled environment whenever possible.
  4) Report verified product failures to JetFax technical support providing 
     JetFax technical support with a detailed description of the steps 
     necessary to reproduce a problem.
  5) Provide JetFax technical support with any materials necessary to 
     reproduce the problem such as input or output materials, specialized 
     software or other computer files deemed necessary for problem 
     resolution.
  6) Provide JetFax technical support, when possible, with the following for 
     each problem when initially contacting JetFax about that problem:

* CONFIDENTIAL TREATMENT REQUESTED

                                       4
<PAGE>    86


  - A chronology of the incident, data on problem volume, frequency, and on-
    site meetings with JetFax if they would provide helpful
  - Take action with customers at JetFax's request to aid in problem
    investigation and resolution
  - Attempt to download / fax information on device's status.
  - Information regarding software applications in use at the time of the 
    failure with associated software version numbers
  - The name, description, and release number of other software that was 
    resident in the computer's memory at the time that the suspected product 
    failure occurred.
  - Hardware configuration of the machine on which the error is occurring 
    including all steps to recreate name of brand of PC, video cards, video
    drivers, relevant localization settings (US vs. International), and 
    other connected and installed peripherals and subsequent drivers
  - A description of recent changes that have occurred to the hardware and 
    software of the machine where the failure is occurring.
  - Complete text and identifying number of all error messages
  - Any customer files necessary to reproduce the problem

JetFax Responsibilities
-----------------------

JetFax Technical Support will be responsible when addressing the following 
customer issues for HP:

  1) Provide acknowledgment of the receipt of a problem report from HP in 
     the time frame outlined above.
  2) Provide the HP representative that initiated the communication with a 
     JetFax problem number for tracking purposes at the time of the problem
     report.
  3) Perform analysis of reported product failures and unresolved problems 
     and undertake any efforts to develop solutions or bypasses within the
     time frame outlined above.
  4) Provide to HP technical support any software fixes and documentation 
     that are developed by JetFax as a resolution to this problem.
  5) Provide information, where such information is not clearly described in 
     the associated documentation, and consulting assistance regarding the 
     operation of the products in order to enable HP technical support 
     personnel to perform their related duties.
  6) Maintain current updated master sets of all software for the product 
     including all programs and documentation.
  7) Inform HP of any changes or updates to software or documentation.
  8) Provide reports on a quarterly basis to HP on product problems
     communicated to JetFax from HP as outlined below.

Reports and Technical Notes
--------------------------- 

     JetFax technical support will make every reasonable effort to provide a 
series of monthly reports to HP technical support consisting of:

* CONFIDENTIAL TREATMENT REQUESTED                                  
                                      5

<PAGE>    87




- JetFax cases logged for HP requests for the month
- JetFax software bugs reported by JetFax technical support for HP
- Monthly volumes of call received by JetFax technical support for HP 
  requests
- Technical notes related to HP product issues
- Release notes for products to be distributed by HP
- Any incidents of HP customers who have called JetFax technical support 
  directly

               
II. Hardware Training and Support

1. [...***...] 

2. For HP's convenience, the design of the [...***...] will be done on HP's 
design systems and source documentation will reside on those systems 
throughout product life.  Much of HP's manufacturing tooling and programming 
is based on automated outputs from HP's design systems. JetFax agrees to 
cooperate with HP in developing methods to make the transition of the design 
from JetFax's design systems to HP's systems fast and reliable.

3. [...***...].

4. Suppliers for all components will be subject to HP's standard supplier 
review and evaluation process. JetFax agrees to cooperate with HP in the 
supplier evaluation process.

5. At the end of HP's [...***...] production process, HP will perform 
extensive electrical tests (production tests) on each [...***...] 
manufactured.  HP will create the test architecture and test code capable of 
diagnosing failures to the level of design detail available to HP. JetFax 
will supply test code sufficient for HP to diagnose failures of any parts of 
the [...***...] which are proprietary to JetFax including all of the 
proprietary ASICs. JetFax test code will, where possible, conform to 
specifications on the test interface provided by HP so that it can be easily 
integrated into the production test.  In the event that HP requests action 
from JetFax to diagnose failures of [...***...], HP will supply JetFax with 
any diagnostic information generated by the production tests on those 
[...***...].

6. At a separate location from [...***...] manufacture, HP will install the 
[...***...] in a printer and may test operation of the printer (integration 
test).  Software for the integration test will be provided by HP but may 
incorporate any portions of the production test software, or other JetFax 
test utilities.

7. [...***...].

* CONFIDENTIAL TREATMENT REQUESTED

                                      6

<PAGE>    88

8. [...***...].

9. HP and JetFax agree to establish an escalation process throughout the 
production life of the [...***...] to resolve technical problems at three 
levels as follows:

     Level 1:
     ------- 
     HP will designate a product engineer who will be responsible for 
initial troubleshooting of all technical problems both in the factory and in 
the field.  This engineer will have access to all technical information and 
documentation on the [...***...]  which is not proprietary to JetFax. JetFax 
will designate a design engineer, knowledgeable on this product, who will be 
available to the HP product engineer for non-emergency consultation about 
the formatter design during business hours. JetFax and HP's contacts will 
have phones with message capability which will be checked at least daily, 

     Level 2:
     --------
In the event of an actionable problem under 8. above, escalation will be via 
the contact established for Level 1.

     Level 3: 
     --------
Events actionable under 7. above will be treated as production hold 
emergencies. JetFax will provide a method for HP to contact a knowledgeable 
engineer for consultation by phone within one hour at any time. In the event 
that the problem cannot be resolved by electronic communication within 24 
hours, JetFax will provide an engineer physically present in Boise within an 
additional 24 hours to join with the HP product engineer in troubleshooting 
the problem to root cause and restoring production.

10. JetFax agrees that all information and software including design 
specifications and source code required to perform the testing and 
troubleshooting described above is included in the documentation held in 
escrow.

11. Technical training on the JetFax design will be provided by JetFax, at 
times jointly agreed upon by HP and JetFax.


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                       Exhibit D - Exclusive Features

This Exhibit D describes the HP Exclusive Features as defined in Section 1.7 
of the Agreement, and that are the subject of the licenses granted in 
Section 2.5 of the Agreement.  Such licenses shall apply, in accordance with 
the terms and conditions of such Section 2.5, to all products characterized 
by, and including all of the following:

[...***...] 


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                                  Exhibit E
   Trademarks, Brand Naming, Splash Screens / Logos, Icons, UI Guidelines


1. JetFax Trademarks
   JetFax tm
   JetSuite(r)
   [...***...] 
   [...***...]


2. HP Trademarks
   Hewlett-Packard tm
   [...***...] 
   [...***...]
   [...***...]
   H

3. Brand Name and Version Naming
    The product name for JetFax developed PC software for the HP Product 
will remain consistent and use those conventions implemented for the HP 
[...***...].  As such, the host JetSuite software from JetFax shall include 
the key word "for" such that any branding which is apparent in the product 
will read [...***...] for Hewlett-Packard [...***...].

    The following naming shall be used for the different planned releases of 
the JetSuite Pro for Hewlett-Packard. 

<TABLE>
<CAPTION>

                      Win 3.x,
                      Win '95     Win '98      NT 4.0      NT 5.0
---------------------------------------------------------------------
 <S>                <C>         <C>         <C>          <C>
[...***...]          [...***...] [...***...] [...***...] [...***...]
---------------------------------------------------------------------
[...***...]
Splash Screen        [...***...] [...***...] [...***...] [...***...]
---------------------------------------------------------------------
[...***...]
"About" JetSuite
  Splash Screen      [...***...] [...***...] [...***...] [...***...]
---------------------------------------------------------------------

</TABLE>

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---------------------------------------------------------------------
                     Win 3.x,
                      Win '95     Win '98      NT 4.0      NT 5.0
---------------------------------------------------------------------
 HP documentation,
  CD ROM jackets,
  disk labels        [...***...] [...***...] [...***...] [...***...]
---------------------------------------------------------------------

These naming conventions for HP versions will be referenced where applicable 
within the application (including but not limited to the "About JetSuite" 
dialog box). Additionally, HP will use this naming structure, where 
appropriate, in product manuals, on diskette and/or CD ROM packaging and 
labels, and on promotional pieces

4. Splash Screens / Logos
JetFax and HP agree that the same product splash screen design shall be 
displayed for the all instances in which the splash screen is to be 
displayed. Those instances are limited to: 1) launch of the main [...***...] 
for Hewlett-Packard desktop application, 2) launch of the [...***...] mini-
viewer, 3) installation of the [...***...] software for the HP Product, 4) 
on-line Getting Started Guide (if developed for the HP Product), 5) launch 
into the on-line Help system. All other instances in which the splash screen 
is to be displayed, must be clearly specified and mutually agreed to by both 
JetFax and HP prior to any such implementation. 

All other guidelines for the size, placement, and look and feel of 
[...***...] for Hewlett-Packard splash screens shall be taken from those 
methods determined and implemented for the HP LaserJet 3100 product.

5. Icons

All guidelines for the size, placement, and look and feel of the [...***...] 
for Hewlett-Packard icons shall be taken from those methods determined and 
implemented for the HP LaserJet 3100 product.


6. User Interface Guidelines

All guidelines for the size, placement, and look and feel of other User 
Interface items related to the [...***...] for Hewlett-Packard shall be 
taken from those methods determined and implemented for the HP LaserJet 3100 
product.



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                                   Exhibit F
                           HP Software License Terms


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ATTENTION: USE OF THE SOFTWARE IS SUBJECT TO THE HP SOFTWARE LICENSE TERMS 
SET FORTH BELOW. USING THE SOFTWARE INDICATES YOUR ACCEPTANCE OF THESE 
LICENSE TERMS. IF YOU DO NOT ACCEPT THESE LICENSE TERMS, YOU MAY RETURN THE 
SOFTWARE FOR A FULL REFUND. IF THE SOFTWARE IS BUNDLED WITH ANOTHER PRODUCT, 
YOU MAY RETURN THE ENTIRE UNUSED PRODUCT FOR A FULL REFUND. 

                         HP SOFTWARE LICENSE TERMS

The following License Terms govern your use of the accompanying Software 
unless you have a separate signed agreement with HP.

License Grant. HP grants you a license to Use one copy of the Software. 
"Use" means storing, loading, installing, executing or displaying the 
Software. You may not modify the Software or disable any licensing or 
control features of the Software. If the Software is licensed for 
"concurrent use", you may not allow more than the maximum number of 
authorized users to Use the Software concurrently.

Ownership. The Software is owned and copyrighted by HP or its third party 
suppliers. Your license confers no title to, or ownership in, the Software 
and is not a sale of any rights in the Software. HP's third party suppliers 
may protect their rights in the event of any violation of these License 
Terms.

Copies and Adaptations. You may only make copies or adaptations of the 
Software for archival purposes or when copying or adaptation is an essential 
step in the authorized Use of the Software. You must reproduce all copyright 
notices in the original Software on all copies or adaptations. You may not 
copy the Software onto any public network.

No Disassembly or Decryption. You may not disassemble or decompile the 
Software unless HP's prior written consent is obtained. In some 
jurisdictions, HP's consent may not be required for limited disassembly or 
decompilation. Upon request, you will provide HP with reasonably detailed 
information regarding any disassembly or decompilation. You may not decrypt 
the Software unless decryption is a necessary part of the operation of the 
Software.

Transfer. Your license will automatically terminate upon any transfer of the 
Software. Upon transfer, you must deliver the Software, including any copies 
and related documentation, to the transferee. The transferee must accept 
these License Terms as a condition to the transfer.  

Termination. HP may terminate your license upon notice for failure to comply 
with any of these License Terms. Upon termination, you must immediately 
destroy the Software, together with all copies, adaptations and merged 
portions in any form.

Export Requirements. You may not export or re-export the Software or any 
copy or adaptation

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in violation of any applicable laws or regulations.

U.S. Government Restricted Rights. The Software and any accompanying 
documentation have been developed entirely at private expense. They are 
delivered and licensed as "commercial computer software" as defined in DFARS 
252.227-7013 (Oct 1988), DFARS 252.211-7015 (May 1991) or DFARS 252.227-7014 
(Jun 1995), as a "commercial item" as defined in FAR 2.101(a), or as 
"Restricted computer software" as defined in FAR 52.227-19 (Jun 1987)(or any 
equivalent agency regulation or contract clause), whichever is applicable. 
You have only those rights provided for such Software and any accompanying 
documentation by the applicable FAR or DFARS clause or the HP standard 
software agreement for the product involved.

No Third Party Warranty.  NEITHER HP NOR ANY OF ITS REPRESENTATIVES MAKES OR 
PASSES ON TO YOU OR OTHER THIRD PARTY, ANY WARRANTY OR REPRESENTATION ON 
BEHALF OF HP'S THIRD PARTY SUPPLIERS.

Third Party Beneficiary.  You are hereby notified that JetFax, Inc., a 
California corporation located at 1376 Willow Road, Menlo Park, California 
94025 ("JetFax") is a third party beneficiary to this agreement to the 
extent that this agreement contains provisions which relate to your use of 
JetFax supplied software.  Such provisions are made expressly for the 
benefit of JetFax and are enforceable by JetFax in addition to HP.

* CONFIDENTIAL TREATMENT REQUESTED

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