<PAGE>
                                                                                
                                                                   Exhibit 10.17



                                 OEM Agreement

                                By and Between

                                 CALCOMP INC.

                                      and

                        KATSURAGAWA ELECTRIC CO., LTD.

<PAGE>
 
<TABLE>
                               TABLE OF CONTENTS

<S>                                                                       <C>
Article 1 - DEFINITIONS...................................................  1

Article 2 - GRANT OF RIGHTS...............................................  2

Article 3 - SUPPLY OBLIGATION, PURCHASE ORDERS AND SHIPPING...............  3

Article 4 - PRICING AND PAYMENT...........................................  4

Article 5 - TECHNICAL TRAINING, MANUALS...................................  5

Article 6 - PRODUCT SPECIFICATIONS: MODIFICATIONS OF PRODUCTS.............  6

Article 7 - WARRANTY......................................................  6

Article 8 - PATENTS.......................................................  7

Article 9 - TRADEMARKS....................................................  8

Article 10 - SECRECY......................................................  9

Article 11 - TERM OF AGREEMENT............................................ 10

Article 12 - TERMINATION FOR SPECIAL REASONS.............................. 10

Article 13 - FORCE MAJEURE................................................ 11

Article 14 - WAIVER....................................................... 11

Article 15 - ASSIGNMENT................................................... 11

Article 16 - ENTIRE AGREEMENT............................................. 11

Article 17 - GOVERNING LAW................................................ 11

Article 18 - ARBITRATION.................................................. 12

Article 19 - NOTICE....................................................... 12

Article 20 - REPRESENTATIONS.............................................. 12

Article 21 - MATTERS NOT PROVIDED FOR..................................... 12
</TABLE>

                                   EXHIBITS
                                   --------
<TABLE> 
<S>        <C>  
Annex I   - Model 1220 Product Description

Annex II  - Pricing for Machines

Annex III - KIP Model 1220 Parts Price List.

Annex IV  - Exchange Rate Procedure

</TABLE> 
<PAGE>
 
                                   AGREEMENT
                                   ---------


THIS AGREEMENT is made as of the 9th day of January 1996, by and between CALCOMP
INC., having its principal place of business at 2411 West La Palma Avenue, 
Anaheim, California, U.S.A. (hereinafter called "CALCOMP") and KATSURAGAWA 
ELECTRIC CO., LTD., having its principal place of business at 21-3, Shimomaruko 
4-chome, Ohta-ku, Tokyo, Japan (hereinafter called "KTA")

                                  WITNESSETH
                                  ----------

WHEREAS, KTA has been designing and developing a digital printer engine 
designated by KTA as its Model 1220 (hereinafter referred to as the MACHINE", 
which term is more fully defined below);

WHEREAS, CALCOMP desires to purchase MACHINES as well as spare parts, 
accessories and consumable products for use in and with MACHINES from KTA for 
the purpose of distributing the same in the TERRITORY on an OEM basis together 
with controllers, drivers and software designed by CALCOMP; and 

WHEREAS, the parties wish to enter into an Agreement setting forth the terms and
conditions under which CALCOMP shall purchase and distribute such products from 
KTA.  

NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth, 
the parties agree as follows:

Article I - DEFINITIONS
-----------------------

Words shall have their normally accepted meanings as employed in this Agreement.
The terms "herein" and "hereof", unless specifically limited, shall have 
reference to the entire Agreement.  The word "shall" is mandatory, the word 
"may" is permissive, the word "or" is not exclusive, the words "includes" and 
"including" are not limiting and the singular includes the plural.  The 
following terms shall have the described meanings:

a)  MACHINE shall mean the KIP model 1220 Digital Printer Engine designed and 
    -------
    developed by KTA, the specifications of which are set out in Annex I hereof.

b)  SPARE PARTS shall mean those parts used in the repair of the MACHINE and 
    -----------
    which are an integral part thereof.

c)  SUPPLY PRODUCTS shall mean SPARE PARTS plus accessories and consumable 
    ---------------
    products such as 


<PAGE>
 
     developer, toner and a photosensitive drum to be used in or in connection
     with the MACHINE, but not including paper and other copying media.

d)   CONTRACT PRODUCTS, shall mean the MACHINE or SUPPLY PRODUCTS.
     -----------------

e)   OEM PRODUCTS shall mean the MACHINE, and the SUPPLY PRODUCTS, as integrated
     ------------
     into a final product by CALCOMP, inter alia by providing the MACHINE with a
     controller driver and related software.

f)   TERRITORY shall mean all countries in the World.
     ---------

g)   CONTRACT YEAR, shall mean the twelve (12) consecutive calendar month period
     -------------
     after the first day of the month in which the first production order for
     the MACHINES is received or any subsequent twelve (12) consecutive calendar
     month period.

Article 2 - GRANT OF RIGHTS
---------------------------

2.1
---

KTA hereby grants to CALCOMP the non-exclusive right to distribute the OEM 
PRODUCTS on an OEM basis within the TERRITORY during the term of this Agreement.
The said right of CALCOMP shall include CALCOMP's right to have the OEM 
PRODUCTS distributed by its subsidiaries and distributors within the TERRITORY,
provided that CALCOMP shall be responsible for the compliance by such 
subsidiaries and distributors with the terms of this Agreement.

2.2
---

CALCOMP hereby agrees to use its best efforts to distribute the OEM PRODUCTS on 
an OEM non-exclusive basis within the TERRITORY during the term of this 
Agreement.

2.3
---

Nothing in this Agreement is to be construed as giving either party the right to
commit the other or to act as the legal representative of the other party.


<PAGE>
 
Article 3 - SUPPLY OBLIGATION, PURCHASE ORDERS AND SHIPPING
-----------------------------------------------------------

3.1
---

KTA agrees to supply CALCOMP with the CONTRACT PRODUCTS ordered by CALCOMP for 
distribution by CALCOMP within the TERRITORY during the term of this Agreement.

3.2
---

During the term hereof and for a period of at least five (5) years after the
termination date of this Agreement, KTA shall supply CALCOMP with SUPPLY
PRODUCTS which CALCOMP may order. If KTA at any time during such five (5) year
period determines that it will no longer supply certain of the SUPPLY PRODUCTS
after expiration of the said period, it will give at least three (3) months
notice prior to the expiration of said five (5) year period to CALCOMP,
identifying the SUPPLY PRODUCT to be discontinued. In such case CALCOMP shall be
entitled to purchase one (1) final lot, in a reasonable quantity, of the SUPPLY
PRODUCT concerned from KTA.

3.3
---

CALCOMP agrees that none of the 120 and 220 volt units of the MACHINE shall be 
distributed in Japan as such or converted into 100 volt units.

3.4
---

CALCOMP agrees that it will place firm orders ("Firm Orders") for the CONTRACT
PRODUCTS by means of a purchase order form, letter, or facsimile before the
fifteenth (15th) of each month for the third (3rd) month following, and provide
KTA with a forecast (the "Forecast") before the fifteenth (15th) of each month
for the fourth (4th) and fifth (5th) months following. If any Firm Order is
placed by facsimile, CALCOMP shall promptly send to KTA a confirmation copy by
mail.

Unless CALCOMP specifies otherwise and agrees to pay extra charges for the
packaging concerned, the number of MACHINES specified in a Firm Order for a
month shall be equal to or a multiple of twenty-four (24) (the number of
MACHINES which fit in a 20 foot container) or fifty-seven (57) (the number of
MACHINES which fit in a 40 foot container). Provided, however, that insofar as
the packaging for the relevant MACHINES need not be changed, the number of
MACHINES for such monthly order need not be equal to or a multiple of twenty-
four (24) or fifty-seven (57).

<PAGE>
 
Firm orders may not deviate in quantity by more than twenty (20) per cent (plus 
or minus) from the quantity provided in the related Forecast.

KTA will confirm promptly its acceptance of such Firm Orders by facsimile to 
CALCOMP. If such acceptance is sent by facsimile, KTA shall promptly send to 
CALCOMP a confirmation copy by mail.

3.5
---

The following shall be shipped by KTA, F.O.B. Taipei/Keelung Taiwan or F.O.B. 
Japan to CALCOMP within the times stipulated:

a)   MACHINES shall be shipped by KTA from its factory to CALCOMP within three 
     (3) months from the fifteenth (15th) of the month before which date the
     Firm Order for such MACHINES is placed.

b)   SUPPLY PRODUCTS shall be shipped by KTA from its factory to CALCOMP with 
     the relevant lead time as stated in Annex III, KIP Model 1220 Parts Price
     List.

3.6
---

On each Firm Order and each delivery made hereunder the terms and conditions 
hereof shall be exclusively applicable. General sales or purchase conditions of 
the parties hereto shall not be applicable. Special conditions for certain 
orders shall be clearly stated in writing and shall previously be accepted in 
writing by KTA and CALCOMP in order to be applicable and valid.

Article 4 - PRICING AND PAYMENT
-------------------------------

4.1
---

For the first CONTRACT YEAR, the prices for 120, 220 volt unit and 100 volt unit
of the MACHINE respectively shall be as set out in Annex II hereto, the 120 and 
220 volt units of which shall be subject to adjustment with respect to 
fluctuations in the exchange rate as stated in Annex IV hereto. For the first 
CONTRACT YEAR, the prices for SUPPLY PRODUCTS are set out in Annex III hereto.

4.2
---

Beginning at least ninety (90) days prior to the end of each CONTRACT YEAR, the 
parties will negotiate in good

<PAGE>
 
faith to arrive at the price and minimum purchase requirements for the MACHINE, 
and the price for the SUPPLY PRODUCTS to be applied in the subsequent CONTRACT 
YEAR.

4.3
---

Payment for the MACHINES or SUPPLY PRODUCTS shall be made by CALCOMP to KTA in 
Japanese Yen via telegraphic transfer (TT) into an account so designated by KTA,
within five (5) days of receipt of a copy of the relevant Bill of Lading or 
Airway Bill, for the shipment in question, having been sent via facsimile to 
CALCOMP.


Article 5 - TECHNICAL TRAINING, MANUALS
---------------------------------------

5.1
---

KTA shall provide technical training to the service personnel of CALCOMP as 
follows:

a)   KTA shall provide, upon written request by CALCOMP, technical training
     courses ("Service Training Courses") to train a limited number of key
     technicians of CALCOMP at KTA's facility in Japan. KTA shall incur all
     costs and expenses for its own personnel and lodging expenses for CALCOMP'S
     personnel and CALCOMP shall bear all travel costs and other expenses (other
     than lodging expenses) for its own personnel.

b)   At CALCOMP's request, KTA may agree to hold its Service Training Course at
     CALCOMP's facility, provided CALCOMP shall incur all costs and expenses of
     its own personnel and lodging expenses for KTA's instructor, and KTA shall
     bear all travel costs and expenses (other than lodging expenses) of its own
     instructor.

c)   The obligation of KTA in paragraphs a) and b) above shall be limited to ten
     (10) man-days of instruction (e.g. one (1) key technician of CALCOMP for
     ten (10) working days or two (2) key technicians of CALCOMP for five (5)
     working days) during the first year of this Agreement.


<PAGE>
 
5.2
---

CALCOMP may prepare, at its own cost, its own manuals and catalogues regarding 
the OEM PRODUCTS.  For that purpose KTA shall, upon request, furnish to CALCOMP,
free of charge, all information regarding the CONTRACT PRODUCTS which may 
reasonably enable CALCOMP to prepare such documentation, including one (1) set 
in English of the parts manual, service manual, operation manual and 
interface-specifications for the CONTRACT PRODUCTS.


Article 6 - PRODUCT SPECIFICATIONS: MODIFICATION OF PRODUCTS
------------------------------------------------------------

KTA may make modifications of the CONTRACT PRODUCTS which do not alter the
appearance or operation of the CONTRACT PRODUCTS or do not require any adaption
by CALCOMP of electronic or mechanical items in the OEM PRODUCTS ("Minor
Modifications"). KTA shall inform CALCOMP of such Minor Modifications at least
one month prior to the shipment of the CONTRACT PRODUCTS containing such
modifications. Any modification of the CONTRACT PRODUCTS other than Minor
Modifications may only be made by KTA after having given CALCOMP six (6) months
written notice of such modification. Further, for Engineering Change Information
("ECI"), KTA agrees to notify CALCOMP prior to making modifications in the
following areas, 1) the appearance of the MACHINE, 2) matters relating to Agency
approval, and 3) matters relating to the software and the controller. CALCOMP
shall respond to all KTA ECI requests within thirty (30)days.

Article 7 - WARRANTY
--------------------

7.1
---

KTA warrants that all CONTRACT PRODUCTS shall be free from defects in material
and workmanship and shall be and operate according to the specifications
appearing in Annex I. The said warranty shall apply during a period of six (6)
months after installation of the OEM PRODUCTS at CALCOMP's customers' premises
or for twelve (12) months after the date of shipment, whichever period is
shorter, and is subject to the condition that CALCOMP has notified KTA in
writing or by facsimile of any warranty claim within the warranty period. If
such notice is sent by facsimile, CALCOMP shall promptly send to KTA a
confirmation copy of the same by mail.

7.2
---

KTA's sole obligation under the warranty in Article 7.1 is limited to either 
repairing or replacing at KTA's option.

<PAGE>
 
and expense, those CONTRACT PRODUCTS or parts thereof which do not conform to 
the said specifications.  CALCOMP may, if appropriate and after agreement with 
KTA, repair the defective CONTRACT PRODUCTS at the installation site, in which 
case KTA shall credit CALCOMP the costs of replacement parts used by CALCOMP. 
CALCOMP shall notify KTA of any defective component and allow KTA to evaluate
the claim against the defective component. KTA or CALCOMP may request that the
defective component be returned to KTA for failure analysis.


7.3
---

The above warranty does not extend to that part of the CONTRACT PRODUCTS 
modified, altered or improved by CALCOMP in creating the OEM PRODUCTS and 
CALCOMP shall indemnify and hold KTA harmless from any and all claims related 
thereto.

7.4
---

If it is unclear or cannot be determined from the nature of the defect whether 
Articles 7.1 and 7.2 or 7.3 should apply, the parties shall meet and determine 
in good faith a reasonable apportionment of the relevant repair or replacement 
costs.

7.5
---

THIS WARRANTY IS IN LIEU OF ALL OTHERS, EXPRESS OR IMPLIED, INCLUDING BUT NOT 
LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, AND ACTION UNDER THIS 
WARRANTY SHALL BE THE EXCLUSIVE REMEDY.


Article 8 - PATENTS
-------------------

8.1
---

KTA declares that to the best of its knowledge as of the date hereof the 
CONTRACT PRODUCTS can be marketed and used in the TERRITORY without infringing 
any intellectual property rights or other rights of any third party.


<PAGE>
 
8.2
---

In the event CALCOMP or KTA receives any oral or written notice alleging that 
the CONTRACT PRODUCTS or any parts thereof furnished under this Agreement 
constitute an infringement of any patent in the TERRITORY, CALCOMP and KTA shall
consult with each other in good faith and assist each other to the extent 
reasonably possible in the implementation of the particular plan agreed upon by 
CALCOMP and KTA as the best solution to the problem.

8.3
---

It is expressly agreed that in the event CALCOMP or KTA receives any such oral
or written notice alleging patent infringement as described in the preceding
Article 8.2, KTA shall have ninety (90) days from the date of its receipt of
such notice to attempt at its expense to reach an accommodation with the patent
claimant or holder or to modify or replace the CONTRACT PRODUCTS or any parts
thereof with ones that are free from such allegation of infringement.

8.4
---

KTA's obligations under this Article 8 extend only to the CONTRACT PRODUCTS and 
do not extend to that part of the MACHINES modified, altered or improved by 
CALCOMP in creating the OEM PRODUCTS and CALCOMP shall indemnify and hold KTA 
harmless from all costs and expenses of patent infringement claims related 
thereto.

8.5
---

If either party becomes aware of the possibility that the marketing,
distribution or use of the CONTRACT PRODUCTS in the TERRITORY could affect or
infringe intellectual property rights of third parties, it shall forthwith
inform the other party thereof, specifying the details of the same.


Article 9 - TRADEMARK
---------------------

CALCOMP shall market and advertise the OEM PRODUCTS only under the trademark 
"SOLUS 4" or any other trademark or trademarks of CALCOMP.

<PAGE>
 
Article 10 - SECRECY
--------------------

During the term of this Agreement, each party may divulge to the other 
information which is proprietary and confidential to it. Both parties hereby 
agree that:

a)   All information in written or other physical form, delivered to it by the 
     Other Party and which is designated to be proprietary and confidential will
     be safeguarded in the same manner as it safeguards its own proprietary and
     confidential information of like character, and will not be divulged to
     third parties by it. Information which is initially orally or visually
     submitted and identified at the time of initial disclosure as proprietary
     shall also be safeguarded only if the Other Party notifies it in writing,
     within ten (10) business days of such initial oral or visual disclosure,
     with a specific identification of the proprietary information contained in
     such initial oral or visual disclosure.

b)   Such information designated as proprietary and confidential shall be used
     by it only for the purpose of this Agreement unless there is a specific
     written agreement permitting wider use.

c)   This commitment shall terminate five (5) years from the Termination Date of
     this Agreement.

d)   This paragraph shall not impose any obligation upon such party with respect
     to any portion of the received information which:

     1.   Is now, or which hereafter, through no act or failure to act on its 
          part, becomes generally known or available.

     2.   Is known to such party at the time of receiving such information.

     3.   Is furnished to others without restriction on disclosure, or

     4.   Is hereafter furnished to such party by a third party, as a matter of 
          right and without restriction on disclosure.

e)   Upon written request from the disclosing Party, the receiving Party will 
     return all of disclosing Party's Proprietary and Confidential Information
     disclosed under this Agreement to the disclosing Party.

<PAGE>
 
Article 11 - TERM OF AGREEMENT
------------------------------

This Agreement shall be effective as from the date hereof and shall continue for
a period of three (3) CONTRACT YEARS.  Thereafter, it shall be automatically 
continued for successive periods of 12 consecutive months until and unless 
terminated by one of the parties as at the end of the then current period by 
giving at least ninety (90) days written notice thereof.

Article 12 - TERMINATION FOR SPECIAL REASONS
--------------------------------------------

12.1
----

Without prejudice to any other remedy, any party may summarily terminate this 
Agreement by notice in writing to the other party if the other party:

     a)   Commits a breach of any of the provisions of this Agreement and, if
          the subject breach is capable of remedy, does not remedy that breach
          within thirty (30) days of the receipt of written notice from the
          other party requiring it to do so; or

     b)   ceases to carry on business, has a receiver appointed for its assets,
          enters into liquidation, whether compulsory or voluntary, or otherwise
          becomes subject to applicable insolvency laws; or

     c)   fails to meet its obligations; or

     d)   suffers a substantial change in the identity of its major
          shareholders, except in the event such change results from an internal
          reorganization within the present group of companies to which the
          respective party presently belongs.

12.2
----

Termination of this Agreement for whatever reason shall not prejudice the 
existing rights and obligations of either party to the other hereunder.

 
<PAGE>
 
12.3
----

Any breach of this Agreement by either CALCOMP or KTA shall constitute a breach 
for which such party shall be severally liable.

ARTICLE 13 - FORCE MAJEURE
--------------------------

Neither party shall be liable for any default hereunder due to causes beyond its
control which originated without its fault or negligence including, but not 
limited to, acts of God, war, strikes, freight and shipping embargoes, 
government orders or regulations, provided that, the party which is unable to 
perform its obligations hereunder for reasons indicated above, shall upon the 
occurrence thereof notify the other of the occurrence and practical effect of 
any such event in writing. If, despite the best efforts of the party in default
to remedy the situation of force majeure as indicated here above, the 
performance of the obligations of a party hereto has been prevented by 
occurrence of any event indicated above for a period of two (2) months or more, 
the other party is entitled to terminate this Agreement forthwith by registered 
letter.

ARTICLE 14 - WAIVER
-------------------

The failure of either party hereto at any time to exercise any of its rights 
under this Agreement shall not be deemed a waiver thereof, nor shall such 
failure in any way prevent said party from subsequently asserting or exercising 
such rights.

ARTICLE 15 - ASSIGNMENT
-----------------------

No rights or obligations of any party hereunder shall be assignable without the 
express prior consent of the other party in writing.

ARTICLE 16 - ENTIRE AGREEMENT
-----------------------------

This Agreement supersedes all former agreements between the parties hereto 
insofar as the same are related to the distribution of the CONTRACT PRODUCTS.  
No change, addition or modification of any of the terms and provisions hereof 
shall be binding on either party unless accepted in writing by both parties.

ARTICLE 17 - GOVERNING LAW
--------------------------

This Agreement shall be construed and governed according to Japanese law.

<PAGE>
 
ARTICLE 18 - ARBITRATION
------------------------

Any dispute which may arise out of or relating to this Agreement and which
cannot be solved by amicable settlement between the parties shall be determined
by arbitration. If such arbitration is instituted by KTA against CALCOMP, the
hearing shall be held in Anaheim, California, U.S.A. under the rules of the
American Arbitration Association. If such arbitration is instituted by CALCOMP
against KTA, the hearing shall be held in Tokyo, Japan under the rules of the
Japan Commercial Arbitration Association.

ARTICLE 19 - NOTICE
-------------------

All notices hereunder shall be deemed to be sufficiently given if in the English
language and sent by one party to the other by facsimile or prepaid certified or
registered airmail addressed to its office as hereinabove set forth or to such
new address as such party may have specified to the other party by notice
hereunder. Notices as provided herein shall be deemed given when received, or if
correctly addressed and posted on the seventh day following the date of
dispatch, whichever comes earlier.

Notices to CALCOMP shall be addressed to: William L. Barber, Company Secretary 
(Fax: (714) 821-2470).
Notices to KTA shall be addressed to: Mr. Masanori Wantanabe, President 
(Fax: 03-3757-3451).

ARTICLE 20 - REPRESENTATIONS
----------------------------

Each party hereby warrants and represents to the other that it is legally free
to enter into this Agreement and that it has no obligation to any other person,
partnership, corporation, association or other business or legal entity which
would affect or conflict in any way with any of its obligations or duties
hereunder.

ARTICLE 21 - MATTERS NOT PROVIDED FOR
--------------------------------------

Any matters not provided for herein shall be decided by mutual consultation, and
such decision shall not take effect unless and until confirmed by the Parties in
writing.
<PAGE>
 
IN WITNESS WHEREOF the parties have caused this Agreement to be executed on
------------------
their behalf by duly authorized representatives as of the day and year first 
above written.

CALCOMP INC.                         KATSURAGAWA ELECTRIC CO., LTD.


By:  /s/ GARY LONG                   By:  /s/ MASANORI WATANABE
    --------------------------            -----------------------------

Name:   Gary Long                    Name:   Masanori Watanabe

Title:  President                    Title:  President

Date:   4-17-96                      Date:   4-23-96
     -------------------------            -----------------------------


            APPROVED
           AS TO FORM

         /s/ W.F. PORTER, JR.
        ---------------------
           LEGAL DEPT.


<PAGE>
 
                         AMENDMENT 1 TO THE AGREEMENT
                         ----------------------------

This Amendment is made and entered into as of February 1, 1996, by and between 
KATSURAGAWA ELECTRIC CO., LTD., (hereinafter referred to as "KTA") and CALCOMP 
Inc., (hereinafter referred to as "CALCOMP").

                                   RECITALS
                                   --------
WHEREAS KTA and CALCOMP have entered into an Agreement effective January 9,
1996.

WHEREAS the parties hereto wish to amend the Agreement in order to provide for 
certain matters not previously addressed and to modify certain other terms;

NOW, THEREFORE, the parties hereto agree to amend the Agreement as follows:

1)    Article 4 PRICING AND PAYMENT - Paragraph 4.1 revise wording as follows:

      "The prices for 120 and 220 volt unit and 100 volt unit of the MACHINE
      respectively shall be as set out in Annex II hereto, the 120 and 220 volt
      units of which shall be subject to adjustment with respect to fluctuations
      in the exchange rate as stated in Annex IV hereto. The prices for SUPPLY
      PRODUCTS are set out in Annex III hereto."

2)    Article 5 TECHNICAL TRAINING AND MANUALS - Paragraph 5.2 - revise wording 
      as follows:

      "CALCOMP may prepare, at its own cost, its own manuals and catalogues
      regarding the OEM PRODUCTS. For that purpose KTA shall, upon request,
      furnish to CALCOMP, free of charge, all information regarding the CONTRACT
      PRODUCTS which may reasonably enable CALCOMP to prepare such
      documentation, including one (1) set in English of the parts manual,
      service manual, operation manual and interface-specifications for the
      CONTRACT PRODUCTS. KTA grants CALCOMP the right and license, subject to
      the provisions of Article 10 Secrecy, to use, reproduce, modify, translate
      and distribute the documentation and training materials with legally
      effective copyright notice; provided however, that KTA shall not be liable
      for any damages incurred by CALCOMP or a third party due to, and CALCOMP
      shall indemnify and hold KTA harmless from liability for any damages
      incurred by CALCOMP or a third party due to any errors or omissions in the
      documentation used by CALCOMP using any information so provided by KTA."

3)    Article 7 WARRANTY - Paragraph  7.1 - revise wording as follows:

      "KTA warrants that all CONTRACT PRODUCTS shall be free from defects in
      design, material and workmanship and shall be and operate according to the
      specifications appearing in Annex I; provided, however, that such warranty
      shall not apply to any defects which occur or arise as a result of changes
      in aspects, features or details of the CONTRACT PRODUCTS which are
      incorporated therein, adopted or implemented as a result of requests
      originated by CALCOMP, provided that a CALCOMP officer has previously
      agreed in writing that said warranty will not apply as a result of the
      incorporation, adoption, or implementation of said aspects, features or
      details. The said warranty shall apply during a period of six (6) months
      after installation of the


<PAGE>
 
    OEM PRODUCTS at CALCOMP's customers' premises or for twelve (12) months
    after the date of shipment, whichever period is shorter, and is subject to
    the condition that CALCOMP has notified KTA in writing or by facsimile of
    any warranty claim within the warranty period. If such notice is sent by
    facsimile, CALCOMP shall promptly send to KTA a confirmation copy of the
    same by mail.

    The aforementioned warranty period shall be extended to three (3) years from
    the relevant shipping date for any latent defect which causes a breach of
    warranty in a series (for example, a range of serial numbers) of the
    CONTRACT PRODUCT resulting from a common defect in the CONTRACT PRODUCTS
    that was not discernible from an inspection and test of CONTRACT PRODUCTS.
    In the event such latent defect is agreed by KTA and CALCOMP in writing,
    then CALCOMP may elect to enter into a field replacement program of the
    affected part or assembly, prior to its failure, so as to prevent or
    minimize any liability or end user dissatisfaction with the CONTRACT
    PRODUCT. In such case KTA shall provide replacement parts at no cost."

4)  Article 7 WARRANTY - Paragraph 7.5 - replace this paragraph with the 
    following:

    "THIS WARRANTY IS IN LIEU OF ALL OTHERS, EXPRESS OR IMPLIED, INCLUDING BUT
    NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A
    PARTICULAR OR INTENDED PURPOSE, AND ACTION UNDER THIS WARRANTY SHALL BE THE
    EXCLUSIVE REMEDY. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY
    INCIDENTAL OR CONSEQUENTIAL DAMAGES RESULTING FROM A BREACH OF ITS
    OBLIGATIONS HEREUNDER EXCEPT IN THE CASE OF A MATERIAL OR WILLFUL BREACH."

5)  Article 10 SECRECY - sub-paragraph (a) - revise wording as follows:

    "All information in written or other physical form, delivered to it by the
    other party and which is designated to be proprietary and confidential will
    be safeguarded in the same manner as it safeguards its own proprietary and
    confidential information of like character, and will not be divulged to
    third parties by it. Information which is initially orally or visually
    submitted and identified at the time of initial disclosure as proprietary
    shall also be safeguarded only if the other party notifies it in writing,
    within ten (10) business days of such initial oral or visual disclosure,
    with a specific written identification of the proprietary information
    contained in such initial oral or visual disclosure.

    This Agreement shall not impose any obligation upon the receiving party with
    respect to any portion of the received information which (i) is now, or
    which hereafter, through no act or failure to act on the part of the
    receiving party, becomes generally known or available; (ii) is known to the
    receiving party at the time of receiving such information; (iii) is
    furnished to others by the disclosing party without restriction on
    disclosure; (iv) is hereafter furnished to the receiving party by a third
    party, as a matter of right and without restriction on disclosure; or (v) is
    independently developed by the receiving party without recourse to the
    received information, provided that the receiving party can demonstrate by
    written documentation that it developed such information independently.

    Each party agrees that upon written request from the other it will return
    any identified proprietary and confidential written material furnished to it
    which has not been provided in accordance with some business agreement
    transferring rights to such material, and will state in writing that no

<PAGE>
 
     copy of such material has been provided to others or has been retained
     (except for one archival copy which each party may retain in locked legal
     files)."

6)   Article 10 SECRECY - sub-paragraph c - revise wording as follows:

     "This commitment shall terminate three (3) years from the Termination Date 
     of this Agreement."

7)   Article 15 ASSIGNMENT - Replace the existing language with the following:
   
     "This Agreement may not be assigned by either party without the prior
     written agreement of the other party and any purported attempt to do so
     shall be null and void. This Agreement shall, however, be binding upon and
     inure to the benefit of any successor in interest of a party hereto as a
     result of a merger or consolidation."

8)   Add a new Article 22 entitled "MACHINE RESCHEDULE" with wording as follows:

     "CALCOMP may, without incurring liability for any additional or increased
     costs resulting therefrom, make changes in the quantities of the MACHINES
     scheduled to be delivered, provided written notice of such change is given
     to KTA no later than the period of time specified below as applicable to
     the percentage change in quantity.

     DAYS PRIOR TO SCHEDULED                PERCENTAGE CHANGE IN QUANTITY
     FOB DELIVERY DATE                      INCREASE              DECREASE

           0-60                               0%                   0%
          61 or more                         20%                  10%"

9)   Add a new Article 23 entitled "MACHINE DISCONTINUATION" with wording as 
     follows:

     KTA shall provide six (6) months written notice to CALCOMP of its
     discontinuance of the manufacture of the MACHINE. The notice shall comprise
     KTA's model number, description, CALCOMP part number and KTA's replacement
     part number, where applicable. Such notices shall be sent as provided for
     herein. During the notice period CALCOMP may place orders for delivery of
     the MACHINE, including life time buy purchase orders, for delivery during
     the notice period or in the subsequent six (6) month period provided that
     the delivery schedule for such six (6) month period is determined at the
     time of such orders."

10)  Add a new Article 24 entitled "SURVIVAL PROVISIONS" with wording as 
     follows:

     "Notwithstanding the termination or cancellation of this Agreement, the
     relevant provisions of Articles 2, 3, 5, 7, 8, 9, 10, 17, 18 and 19 and any
     other Articles for which the context so requires shall survive and shall
     continue to apply in accordance with their terms."

11)  Replace Annex II with Annex II (Revision 1) attached hereto.

12)  All other terms and conditions of the Agreement as amended shall remain in 
     full force and effect.


<PAGE>
 
The parties hereto ratify and confirm the Agreement as revised by this 
Amendment.

IN WITNESS WHEREOF, the parties hereto have caused their authorized 
representatives to sign this Amendment on their behalf as of the date first 
above written.

CALCOMP INC.                           KATSURAGAWA ELECTRIC CO., LTD.

By:  /s/ Gary Long                     By:  /s/ Masanori Watanabe
    --------------------------             --------------------------

Name: Gary Long                        Name: Masanori Watanabe

Title: President                       Title: President

Date:      4-17-96                     Date:       4-23-96
      ------------------------               ------------------------