<PAGE>   1
                                                                   EXHIBIT 10.24

COOPERATIVE MARKETING AGREEMENT (USCO)
XEROX

Whereas Document Sciences Corporation ("You") may provide various added skills,
such as systems management, systems integration, networking, image management,
and have insight concerning the identity of prospects within the United States,
its territories, and possessions (the "Territory"), and have knowledge
concerning the applicability of those Xerox products set forth in EXHIBIT 1
(the "Xerox Products") to the business of such prospects;

Whereas Xerox Corporation ("Xerox") may provide various value added skills,
such as systems management, systems integration, networking, image management,
and have insight concerning the identity of prospects in the Territory as well
as knowledge concerning the applicability of those products you market to the
business of such prospects;

Whereas You and Xerox each wish to engage the other as a non-exclusive
Cooperative Marketing Partner within the Territory;

And whereas You and Xerox are willing to accept such appointment by the other
and to undertake to provide such services pursuant to the terms of this
agreement (the "Agreement");

Now, therefore You and Xerox agree as follows:

1.   RESPONSIBILITIES OF THE PARTIES

     YOUR RESPONSIBILITIES. If You intend to jointly market your products and
     the Xerox Products (the "Products") with Xerox to any customer within the
     Territory who purchases, leases, or licenses the Products for their own
     use and not for remarketing (a "Customer"), You will notify the Xerox
     Sales Representative responsible for that Customer of such marketing
     opportunity as soon as practicable and enter into a Cooperative Marketing
     Partners Teaming Agreement, as set forth in EXHIBIT 2 (a "Teaming
     Agreement").

     XEROX RESPONSIBILITIES. If Xerox intends to jointly market the Products to
     a Customer, Xerox will notify Your Sales Representative responsible for
     that Customer of such marketing opportunity as soon as practicable and
     enter into a Teaming Agreement.

     JOINT RESPONSIBILITIES.

     (a) Xerox and You will each appoint a manager to oversee the relationship
     between the parties resulting from this Agreement. These managers will be
     responsible for resolving issues that may from time to time arise, will
     meet as frequently as both parties believe is appropriate, and will be
     responsible for planning and developing a marketing program plan to
     facilitate the promotion of the Products.

     (b) Xerox and You will each (i) independently set prices for our
     respective Products, (ii) independently market our respective Products to
     any and all customers in the Territory and (iii) be responsible for
     installing and maintaining our respective Products as well as providing
     customer training with respect to such Products.


                                  PAGE 1 OF 8
<PAGE>   2
                     COOPERATIVE MARKETING AGREEMENT (USCO)

     (c)  Xerox and You will honor the other's reasonable requests for
     consultations and visits to each other's facilities for purposes of
     fulfilling the intent of our respective obligations under this Agreement.

     (d)  Xerox and You may develop Customer demonstrations and proposals, and
     may conduct joint sales calls and Customer briefings.

     (e)  Xerox and You may incorporate the other's marketing proposals into
     marketing proposals for our respective Products as required and agreed to
     in any given situation.

     (f)  Xerox and You may act as the other's prime contractor or
     subcontractor as required and agreed to in any given situation.

2.   ENGAGEMENT FEES

     ENGAGEMENT FEE VALIDATION. If You and Xerox enter into a Teaming Agreement
     with the anticipation of jointly marketing to a Customer in the Territory
     and, within one year of the commencement of this Teaming Agreement, Xerox
     (a) either sells, licenses, or leases (with an initial term of at least
     one year) one or more newly installed Xerox Products to that Customer and
     (b) validates that one or more of these transactions resulted in
     significant part from your marketing efforts, Xerox will pay you an
     Engagement Fee as set forth in EXHIBIT 1 for each such validated Xerox
     Product covered under the Teaming Agreement. This Engagement Fee shall not
     be payable, however, in the case of rental or upgrade transactions. A
     given transaction shall be deemed validated only if the applicable Xerox
     Customer Business Unit ("CBU") Controller in his or her sole discretion
     completes the bottom portion of the Teaming Agreement and thereby verifies
     Xerox' decision that Your marketing efforts played a significant enough
     role in one or more of the transactions covered by the Teaming Agreement
     to justify the payment of the Engagement Fee. In reaching this decision,
     the Controller shall consider the following factors: (i) whether You
     established direct contact with the Customer, (ii) whether You provide the
     Customer with relevant information regarding your and Xerox Products,
     (iii) whether You maintained contact with the Customer throughout the
     selling cycle, (iv) whether You actively assisted the Xerox Sales
     Representative in the sale, lease, and/or license of the Xerox Products,
     and/or (v) whether You actively cooperated with Xerox in ensuring that the
     Xerox Products functioned together with your Products sold to the same
     Customer in a manner acceptable to that Customer.

     MULTIPLE COOPERATIVE MARKETING PARTNERS INVOLVED IN THE SAME TRANSACTION.
     If more than one Cooperative Marketing Partner is eligible for fees as set
     forth above on the same underlying transaction, Xerox will apportion a
     single fee for each Xerox Product validated in the manner set forth above
     (a "Validated Xerox Product") amongst the involved Cooperative Marketing
     Partners.

     REVISIONS TO XEROX PRODUCTS COVERED AND ENGAGEMENT FEES. Xerox may, at any
     time and upon written notice to You, amend EXHIBIT 1 to revise the Xerox
     Products covered by this Agreement and/or the Engagement Fees associated
     with their sale, lease, or license. Any revision to the Engagement Fees,
     however, shall be applicable only as to fees earned subsequent to the date
     of this revision.

     PAYMENT. Engagement Fees shall be deemed earned by You only after a
     Validated Xerox Product has been accepted and installed by the Customer.
     Xerox will use reasonable efforts to pay such fees within sixty (60) days
     after the end of any month during which the installation and acceptance of
     the Validated Xerox Product(s) occurred. Each party shall provide to the
     other within 60 days of the end of each


                                  PAGE 2 OF 8
<PAGE>   3
     month an installation report reflecting those Products installed as the
     result of any Teaming Agreements by the other, the amount of fees payable
     for each Validated Xerox Product, and the Customer names and installation
     address of the Products installed.

     REVERSAL. In the event that for any reason Xerox reverses a sale, lease, or
     license of any Xerox Product as to which an Engagement Fee has been paid
     under this Agreement, and such reversal occurs within six (6) months of the
     date the Customer installed and accepted the Product, Xerox shall debit the
     amount of this fee against any subsequent Engagement Fees to which you may
     become entitled. If You are not entitled to any subsequent Engagement Fees,
     You shall pay back to Xerox an amount equal to those Engagement Fee
     stemming from the Reversed Transactions.

3.   PRODUCT TECHNICAL AND ADMINISTRATIVE SUPPORT

     Xerox and You agree that each party will be responsible for the technical
     and administrative support of its own Products, and that the Program
     Managers will jointly develop procedures to facilitate the resolution of
     any mutual technical issues and problems regarding the Products.

4.   TRAINING

     YOUR PRODUCT TRAINING. You will provide to Xerox, on terms to be agreed
     upon by You and Xerox, product training sufficient to provide a reasonable
     number of Xerox sales representatives and analysts with a working knowledge
     of your products.

     XEROX PRODUCT TRAINING. Xerox will provide, on terms to be agreed upon by
     You and Xerox, product training sufficient to provide a reasonable number
     of Your sales representatives and analysts with a working knowledge of the
     Xerox Products.

     DOCUMENTATION. The parties will provide to each other one set of sales
     representative training documentation and will grant the other the
     restricted right to reproduce such documents solely for Customer
     demonstrations and training of our respective sales representatives and
     sales management relative to the Products.

5.   CONFIDENTIAL INFORMATION

     You and Xerox agree that it may be necessary from time to time to exchange
     information that shall be accepted by the receiving party on a confidential
     basis ("Confidential Information"). In order to keep this exchange to a
     minimum, however, the parties expressly agree that no information shall be
     considered Confidential Information unless the receiving party specifically
     requests the receipt of that information in a written document
     substantially similar to the attached EXHIBIT 3.

     The parties agree to safeguard all Confidential Information received or to
     be received from each other, not to disclose such information to any third
     party without the prior authorization of the disclosing party, and to
     restrict circulation of this information within its own organization to the
     extent necessary to fulfill the purposes of this Agreement. All
     Confidential Information will remain the property of the disclosing party.

                                  PAGE 3 OF 8
<PAGE>   4
     In order to be treated as Confidential Information under this Agreement
     section, information must be disclosed either: (i) by written or
     electronic communication which is appropriately labeled so as to give
     reasonable notice to anyone reading the communication that the contents
     thereof are confidential and proprietary or (ii) by oral disclosure, in
     which case the party making the disclosure must, at the time the
     disclosure is made, state to the recipients thereof that the contents of
     the disclosure are confidential and proprietary, and must further reduce
     the confidential and proprietary contents of the disclosure to a written
     or electronic communication, appropriate labeled as required by clause (i)
     above, which is delivered to said recipients within ten (10) days after
     the oral disclosure or execution of this Agreement, whichever is later.

     The receiving party will be released from the obligations of this
     Agreement section with respect to any particular portion of Confidential
     Information when:

          (a) the receiving party can document that: (i) it was in the public
          domain at the time of the disclosing party's communication thereof to
          the receiving party, (ii) it entered the public domain through no
          fault of the receiving party subsequent to the time of the disclosing
          party's communication thereof to the receiving party, (iii) it was in
          the receiving party's possession free of any obligation of confidence
          at the time of the disclosing party's communication thereof to the
          receiving party, (iv) it was rightfully communicated to the receiving
          party free of any obligation of confidence subsequent to the time of
          the disclosing party's communication thereof to the receiving party,
          or (v) it was independently developed by the receiving party's
          employees or agents without reference to the Confidential Information
          of the disclosing party;

          (b) it is communicated by the disclosing party to a third party free
          of any obligation of confidence;

          or

          (c) it was communicated by the disclosing party under this agreement
          at least two (2) years earlier.

     All materials including, without limitation, documents, drawings, models,
     apparatus, sketches, designs, and lists furnished to one party by another
     and which are designated in writing to be the property of such party will
     remain the property of such party and will be returned to such party
     promptly at its request with all copies made thereof. This agreement does
     not in any way grant to either party any express or implied license to any
     intellectual property rights of the other party except as expressly set
     forth herein.

6.   TRADEMARKS AND LOGOS

     The trademarks and trade names under which each party markets Products
     will remain the exclusive property of such party. In addition, each party
     agrees not to use the other's name or trademarks in any way that may be
     determined objectionable by the other party or confusing to any
     third-parties regarding the nature of the relationship between You and
     Xerox. This Agreement gives the parties no rights regarding the use of
     such names or trademarks except that during the term of this Agreement
     each party grants to the other a restricted license to reproduce such
     trademarks and trade names in publications and under such terms and
     conditions as may hereafter be approved in writing by the granting party.

7.   WARRANTY AND INDEMNIFICATION

     INTELLECTUAL PROPERTY WARRANTY. Each party represents and warrants to the
     other that it has sufficient right, title and interest in and to their
     respective Products to enter into this Agreement.


                                  PAGE 4 OF 8
<PAGE>   5
     INDEMNIFICATION. Each party (the "Indemnifying Party") will defend and hold
     harmless the other party (the "Indemnified Party") from, and pay any
     amount due on, any claim, action or other proceeding brought against the
     Indemnified Party arising from the use and marketing of the Indemnifying
     Party's Products, providing that the Indemnified Party promptly notifies
     the Indemnifying Party in writing of any action or claim; allows the
     Indemnifying Party, at its expense, to direct the defense, gives the
     Indemnifying Party sufficient information in the Indemnified Party's
     possession and reasonable assistance required to defend such suit, claim
     or proceeding, but at no out-of-pocket expense to the Indemnified Party,
     and allows the Indemnifying Party to pay any judgment. In addition, the
     parties agree that the Indemnifying Party will have no liability for (a)
     any claim, action or other proceeding based primarily upon acts or
     omissions by the Indemnified Party; (b) any claim, action, or other
     proceeding resulting from the combination of the Indemnifying Party's
     Products with third-party products without the express knowledge and
     agreement of the Indemnifying Party; or (c) settlements or costs incurred
     without the knowledge of the Indemnifying Party. To avoid infringement the
     Indemnifying Party may, at the Indemnifying Party's option, and at no
     charge to the Indemnified Party, obtain a license, or modify the
     Indemnifying Party's Products so that they no longer infringe (provided
     that the modification results in an equivalent of the Indemnifying Party's
     original Products), or substitute an equivalent of the Indemnifying
     Party's Products.

8.   RIGHTS OF PARTIES UNDER DEVELOPED INTELLECTUAL PROPERTY RIGHTS

     Unless otherwise agreed in writing by the parties, ownership of any
     writings, discoveries, inventions or innovations ("Improvements") arising
     out of the cooperation of the parties pursuant to this Agreement will
     reside with the party whose employee(s) or agent(s): (i) first conceived
     the Improvement, in the case of patentable Improvements, and (ii) in the
     case of copyrightable Improvements, first fix the Improvement in any
     tangible medium of expression, now known or later developed, from which it
     can be perceived, either directly or with the aid of a machine or device.
     Any improvements jointly conceived by the parties will be jointly owned
     and each party will have an unrestricted free worldwide license to make,
     use, or market such improvements.

     Each party who is an owner of an Improvement will be responsible in its
     sole discretion for conducting its own plans and programs relative to
     filing for and maintaining patent rights, trade secrets, mask works,
     copyrights or other registerable or applied for intellectual property
     rights in one or more countries of the world. If any improvements are
     jointly owned, the parties will reasonably agree on the responsibilities
     with respect to perfecting any intellectual property rights.

9.   TERM AND TERMINATION

     INITIAL TERM. If you covered substantially the same geographic territory
     under a prior Cooperative Marketing Agreement, this Agreement shall be
     effective as of the earlier of the date of execution on February 1, 1998;
     for all other Agents, this Agreement shall be effective upon the date of
     execution by you and Xerox. Subject to the termination provisions set forth
     in this Agreement, the initial term shall run through December 31 of the
     year in which the Agreement is executed (unless it is executed in the
     final calendar quarter of any given year in which case it will run through
     December 31 of the following year).

     RENEWAL. This Agreement may be renewed for successive one-year periods by
     mutual consent of the parties. Silence shall be interpreted as consent to
     renew. Either party may decline to renew this
<PAGE>   6
                     COOPERATIVE MARKETING AGREEMENT (USCO)

     Agreement based upon its own reasons and objectives notwithstanding that
     the other party is not then in breach of its obligations hereunder. If
     either party elects not to renew, it shall notify the other party in
     writing of this decision at least 60 days prior to the effective date of
     non-renewal.

     TERMINATION FOR CONVENIENCE. Either party may terminate this Agreement
     based upon its own reasons and objectives notwithstanding that the other
     party is not then in breach of its obligations hereunder. In this
     circumstance, the terminating party shall give the other party written
     notice of termination at least 90 days in advance.

     TERMINATION FOR BREACH. Either party may terminate this Agreement if a
     breach by the other party remains uncured 30 days after written notice of
     breach is given by the non-breaching party. In addition, during the twelve
     month period following any instance in which a breach of this Agreement
     has been identified and cured pursuant to the provisions of this Section,
     the non-breaching party shall have the right to terminate this Agreement
     immediately and without providing any opportunity to cure upon the
     occurrence of any breach by the other party, regardless of whether the
     subsequently identified breach is similar in nature to the previous breach.

     RETURN OF PROPERTY UPON TERMINATION. Upon termination, each party shall
     return to the other in a commercially reasonable manner all of the other
     party's property and materials in its possession or control.

10.  GENERAL PROVISIONS

     LIMITATIONS OF LIABILITY. Except as set forth in the indemnification
     provisions of this Agreement, neither party will be liable to the other
     for any punitive, indirect, special, consequential or incidental damages
     (including but not limited to lost profits), whether arising in contract
     or in tort (including but not limited to negligence) arising out of or
     relating to this Agreement and/or its termination or non-renewal. In
     addition, the parties agree (a) that neither party shall be liable to the
     other for direct damages in excess of $100,000 and (b) that Xerox shall
     not be liable to You for any claimed Engagement Fees where the underlying
     installation was completed more than 120 days prior to the commencement of
     your specific claim for the related fees (regardless of when You learned
     or could have learned of any of the facts surrounding the transaction or
     claim).

     RELATIONSHIP OF THE PARTIES. We agree that we are independent parties and
     that neither of us is authorized to make any commitment or representation
     on the other's behalf. During the term of this Agreement, should the term
     "partnership," "partner" or "marketing partner" be used to describe the
     Cooperative Marketing relationship, we agree to make it clear to third
     parties that these terms refer only to the spirit of cooperation between
     us and do not describe or create the legal status of partners or joint
     ventures.

     GOVERNMENT COMPLIANCE. Each party will comply fully with all federal,
     state and local laws and regulations relating to its obligations under
     this Agreement.

     ETHICAL STANDARDS. The conduct of each party, its employees, and
     representatives shall conform to the highest ethical standards and shall
     reflect favorably on the good name and reputation of the other. Any
     failure on the part of either party or that of its employees or
     representatives to conduct themselves in this




                                  Page 6 of 8

<PAGE>   7

                     COOPERATIVE MARKETING AGREEMENT (USCO)

     manner as reasonably determined by the other party shall be grounds for
     immediate termination of this Agreement. Breaches of this obligation shall
     include, but not be limited to, acts involving dishonesty.

     FORCE MAJEURE. Except as otherwise provided herein, neither party will be
     liable to the other for its failure to perform any of its obligations
     hereunder during any period in which such performance is delayed by
     circumstanced beyond its reasonable control, provided that the party
     experiencing such delay promptly notifies the other party of the delay. In
     the event that such a delay by a party continues for more than sixty (60)
     days, the other party may, at its sole option, and in addition to its other
     rights and remedies under this Agreement, at law, or in equity, suspend its
     obligations under this Agreement during the period of delay.

     ASSIGNMENT. Neither party will assign this Agreement or any rights and
     obligations thereunder to any third party without the express written
     permission of the other party, except that each party may assign this
     Agreement to an entity directly or indirectly controlling, controlled by,
     or under common control with Xerox.

     SEVERABILITY. If any provision of this Agreement is held invalid by any
     law, rule, order or regulation of any government, or by the final
     determination of any state or federal court, such invalidity will not
     affect the enforceability of any other provision not held to be invalid.

     WAIVER. Any delay by either party to exercise any right or remedy under
     this Agreement will not be construed to be a waiver of any other right or
     remedy hereunder. All of the rights of either party under this Agreement
     will be cumulative and may be exercised separately or concurrently.

     ALTERNATE DISPUTE RESOLUTION.

     (a) The parties will attempt to resolve any dispute, controversy or claim
     arising out of or relating to this Agreement and/or its termination or
     non-renewal (collectively referred to as a "Covered Dispute") in a
     non-judicial manner and forum. Any such Covered Dispute will be initially
     referred for resolution to the respective parties' Program Managers
     appointed pursuant to this Agreement. If such individuals cannot resolve
     the matter within sixty (60) days after the matter in dispute has been
     submitted to them for resolution, then the matter will be referred to one
     Vice-President of each of he parties for resolution within a subsequent
     sixty day period. In the event the parties are unable to informally resolve
     a Covered Dispute, they hereby agree that it will be decided through
     arbitration as the sole and exclusive remedy for resolving the dispute. The
     arbitration shall be conducted before a single arbitrator pursuant to the
     applicable rules of the American Arbitration Association then in effect. In
     undertaking the arbitration, the parties agree that (i) the direct costs of
     the arbitration shall be shared equally by the parties (with the expenses
     of each party to be self-funded); (ii) they shall be limited to taking no
     more than three depositions each and that no interrogatories shall be
     permitted; (iii) that the arbitration shall be completed within six months
     from the date the arbitrator is selected (unless any delays arise that are
     beyond the control of the parties); (d) that the arbitration shall be
     governed by the United States Arbitration Act; and (iv) that the resulting
     arbitration award will be final and binding upon the parties and may be
     entered by any court of competent jurisdiction. Any monetary awards shall
     be limited in accordance with the Limitations of Liability provisions of
     this Agreement and, as such, (i) the Arbitrator is specifically prohibited
     from awarding any punitive damages or other damages excluded by this
     Limitation and (ii) each party irrevocably waives any right to recover
     damages outside the scope of these limitations.


                                  Page 7 of 8
<PAGE>   8

                     COOPERATIVE MARKETING AGREEMENT (USCO)


(b)  If either party to this Agreement brings a judicial action that seeks to
resolve a Covered Dispute, this action shall be barred as a result of the
exclusive remedy provided in this section and the prevailing party in any such
action shall be entitled to recover its related costs and expenses from the
other, including reasonable attorneys' fees.

(c)  Any arbitration as set forth in this section and any claim therein arising
from or related to the Agreement must be brought within one (1) year from the
date such action could have first been brought. The parties expressly agree to
this provision notwithstanding any longer periods that may be provided by statue
for bringing actions in court or arbitration, with any such periods being
expressly waived.

CONTROLLING LAW. This Agreement will be governed by and construed in all
respects in accordance with the laws of the State of New York.

ENTIRE AGREEMENT. This Agreement constitutes the entire agreement of the parties
as to the subject matter hereof and supersedes any and all prior oral or written
memoranda, understandings and agreements as to such subject matter. This
Agreement may be amended only by a written agreement signed by authorized
representatives of both parties.



DOCUMENT SCIENCES CORPORATION                  XEROX CORPORATION

Signature Authorization:                       Signature Authorization:

----------------------------------             ---------------------------------
Printed Name:                                  Printed Name:
TONY DOMIT                                     MICHELE MASSAGLIA

Title:                                         Title:
PRESIDENT                                      MANAGER, MARKETING PARTNERS GROUP

Date:                                          Date:
     -----------------------------                  ----------------------------

Mailing Address:                               Mailing Address:
6333 GREENWICH DRIVE                           100 CLINTON AVENUE SOUTH
SAN DIEGO, CA    92122                         ROCHESTER, NY  14644
Phone:            Fax:                         Phone:            Fax:
(619) 625-2000    (619) 625-3031               (716) 423-5789    (716) 423-4060





                                  Page 8 of 8
<PAGE>   9

Cooperative Marketing Agreement                                           XEROX
Between Xerox and Document Sciences


Xerox Products/Fee Schedule                                            EXHIBIT 1
As of February 1, 1998


================================================================================

                                                         SNB & XTI
XEROX PRODUCTS                                           FEE AMOUNT*
--------------                                           -----------

DocuTech Production Publisher 135                          $ 4,700

DocuTech Network Publisher 135                             $ 5,200

DocuTech 6135                                              $ 5,700

DocuTech 6180                                              $ 8,700

DocuTech Network Server                                    $   700

DocuTech Media Server                                      $   600

DocuTech Extended Storage                                  $   800

DocuTech Signature Booklet Maker                           $ 1,700

DocuColor 40                                               $ 2,900

DocuColor 70                                               $11,300

DocuPrint 4635                                             $ 7,100

DocuPrint 4890                                             $ 5,200

DocuPrint 4850                                             $ 3,100

DocuPrint 4090                                             $ 2,700

DocuPrint 4050                                             $ 1,300

DocuPrint 377CF                                            $ 9,600

DocuPrint 420CFT                                           $16,000

DocuPrint 180                                              $ 9,100



*  Fees will be paid for Sale New Business (SNB) and Xerox Trade in (XTI)
transactions. Fees will not be paid for Rental or Upgrade transactions
<PAGE>   10
                     CONFIDENTIAL INFORMATION REQUEST FORM

Under the terms of the Cooperative Marketing Agreement ("CMA") between Xerox
Corporation and Document Sciences Corporation, dated ______________________,
the following information is requested by ______________________ of
______________________:

_______________________________________________________________________________

_______________________________________________________________________________

_______________________________________________________________________________

_______________________________________________________________________________

This information is needed in order to permit the requesting party to fulfill
the purposes of the CMA in the following specific manner:

_______________________________________________________________________________

_______________________________________________________________________________

_______________________________________________________________________________

_______________________________________________________________________________

_______________________________________________________________________________

_______________________________________________________________________________


Date:       _______________

Signature:  _______________





                                Exhibit 3 to the Cooperative Marketing Agreement
<PAGE>   11
COOPERATIVE MARKETING TEAMING AGREEMENT

XEROX/DOCUMENT SCIENCES

<TABLE>
<CAPTION>

<S>                                                         <C>

CUSTOMER INFORMATION

     Company Name: ___________________________________      New Xerox Customer?  Yes [ ]  No [ ]

     Site Address: ___________________________________      Products already installed: __________________________

1    _________________________________________________

     Xerox Customer Number: __________________________      New Document Sciences Customer?  Yes [ ]  No [ ]

     Xerox Product Opportunity & qty _________________      Products already installed: __________________________

     Estimated Installation Date: (mnyr): ____________      Document Sciences Product Opportunity: _______________

     Is this an XBS site?  Yes [ ]  No [ ]                  Estimated Installation Date (mnyr): __________________

------------------------------------------------------------------------------------------------------------------
XEROX DISCLOSURE: Is another Marketing Partner involved in this opportunity:                   Yes [ ]  No [ ]
If Yes, Company:
------------------------------------------------------------------------------------------------------------------

Signature of the sales persons creating this teaming agreement indicate their intent to pursue a joint selling
opportunity with the above named customer and disclosure of other partnership involvement, as applicable.

     XEROX CORPORATION                                      DOCUMENT SCIENCES CORPORATION

     Sales Rep Name: _________________________________      Sales Rep Name: _________________________________

2    CBU:        _____________________________________   3  District:   _____________________________________

     Telephone: ______________________________________      Telephone: ______________________________________

     Signature: ______________________ Date: _________      Signature: _______________________ Date: ________

------------------------------------------------------------------------------------------------------------------
                 Mail/Fax to MPG Business Operations, XRX 2 - 21 8*223 4060 or (716) 423 4060
------------------------------------------------------------------------------------------------------------------

                 -----------------------------------------------------------------------------
     XEROX EQUIPMENT INSTALLATION COMPLETE

     Product Serial Number: __________________________      Date Installed: _________________

5    Xerox Headquarters Approval:

     Name: ___________________________________________      Signature: ___________________________________________

     Title: __________________________________________      Telephone: _______________________ Date: _____________

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

                                                   CBU VALIDATION

               The individuals below have verified that Document Sciences is entitled to receive the applicable
               Engagement Fees for the equipment listed above pursuant to the Cooperating Marketing Agreement
               between Xerox and Document Sciences based on the determination that Document Sciences' marketing
               efforts played a significant enough role in the sale, license, or lease of this equipment to justify
               this payment. In reaching this decision, the CBU Controller considered whether Document Sciences:
               (a) established direct contact with the Customer, (b) provided the Customer with relevant
               information regarding Document Sciences and Xerox products, (c) maintained contact with the Customer
               throughout the selling cycle, (d) actively assisted the Xerox Sales Representative in the sale,
               lease, and/or license of the above-referenced Xerox products, and/or (e) actively cooperated with
               Xerox in ensuring that the Document Sciences Products sold to the Customer functioned together with
               the above-referenced Xerox products in a manner acceptable to the Customer.

     FIRST LINE MANAGER APPROVAL:                           CBU CONTROLLER APPROVAL:

     First Line
     Manager's Name: _________________________________      Controller's Name: ___________________________________

6    Signature: ______________________________________   7  Signature: ___________________________________________

     Title: __________________________________________      Title: _______________________________________________

     Date: ___________________________________________      Date: ________________________________________________

     Telephone: ______________________________________      Telephone: ___________________________________________

     =============================================================================================================
               1                       2                      3                4                5  6  7
     Identify Customer and      Xerox Rep Signs       Document Sciences     Fax/Mail             STOP!!!
          Equipment                                       Rep Signs         to Xerox     Headquarters/CBU Use Only
     =============================================================================================================

</TABLE>