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OEM-SOFTWARE DEVELOPMENT AND LICENSE AGREEMENT N(degree) 01/01








                 OEM Software development and License Agreement


                                     Between

                            HEWLLET PACKARD COMPANY

                                       And

                              SCANVEC AMIABLE, INC.




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    OEM-SOFTWARE DEVELOPMENT AND LICENSE AGREEMENT N(degree) 01/01



                 OEM SOFTWARE DEVELOPMENT AND LICENSE AGREEMENT

                             Agreement N": OM 01/01

This OEM-SOFTWARE DEVELOPMENT AND LICENSE AGREEMENT (this "Agreement") is made
as of 30th March, 2001 (the "Effective Date") by and between SCANVEC AMIABLE,
INC., a company ("SA") located at International Plaza Two, Suite 625,
Philadelphia, Pennsylvania 19113, USA and HEWLETT-PACKARD COMPANY, a Delaware
Corporation and its Subsidiaries, divisions and affiliates ("HP"), especially
Hewlett-Packard Espanola, S.A. having a large and wide format printer division
("InkJet Commercial Division") located at Avda. Graells 501, 08 190. Sant Cugat
del Valles, Barcelona (Spain).

Recitals:


WHEREAS, SA designs and manufactures graphics software and composes related
documentation for use with the Macintosh, Power Macintosh and PC computers,

WHEREAS, HP desires to obtain a license from SA of certain rights with respect
to certain of SA's customized graphics software and related documentation used
with the Windows and Macintosh platforms, as designated herein, and SA desires
to grant such license to HP, subject to the terms and conditions set forth
herein.

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

1 DEFINITIONS

1.1      "Program" shall mean SA's Licensed Software(s) listed and described in
         Exhibit A, attached hereto and made a part hereof, in object and source
         code, specifically to update functionality of the existing Macintosh
         ("MAC") HP DesignJet 3500CP, 2500CP PS3, 1055CM PS3, 1050 CM PS3,
         5000PS and 800PS drivers to support the Apple Mac OS X Operating
         system, including creation of PostScript drivers in both Emulation and
         Native modes and a Macroinstaller for all drivers.

1.2      "Documentation" means the manuals and other documentation that SA
         ordinarily makes available with the Program and any other documentation
         and information regarding the Program which HP reasonably requests for
         evaluation and use of the Program as contemplated herein, including
         those items listed and described in Exhibit A hereto.

1.3      "Deliverables" shall mean the Developed Code for the Program,
         Documentation and other materials to be delivered by SA to HP with
         respect to each Milestone.

1.4      "Specifications" means the technical and functional requirements for
         the Program and/or Documentation as set forth or referenced in Exhibit
         A or as otherwise agreed to by the parties.

1.5      "Development Program" shall mean the activities undertaken by the
         parties hereunder for the development of the Program and Documentation
         satisfying the Specifications pursuant to this Agreement, according
         more specifically to Exhibit D.

1.6      "Development Work" shall mean the Program, Documentation and all other
         results and items arising out of the Development Program, including
         without limitation, all Deliverables, programming materials,
         inventions, designs, notes, records, memoranda, documentation, models,
         prototypes and other materials, as well as all Enhancements,
         derivatives and modifications thereof, and all intellectual property
         rights thereto.

1.7      "Enhancements" shall mean all error corrections, bug fixes,
         modifications, new features, new functionalities, upgrades, versions
         and updates with respect to the Program or Documentation.

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OEM-SOFTWARE DEVELOPMENT AND LICENSE AGREEMENT N(degree) 01/01

1.8      "HP Property" shall mean all property, including without limitation,
         models, tools, equipment, copies of designs and documentation and other
         materials that may be furnished to SA by HP or on HP's behalf or
         separately paid for by HP for use by SA in connection with this
         Agreement,

1.9      "Milestone" shall mean each development or delivery milestone of the
         Development Program as set forth in the "Milestone Schedule" attached
         hereto as Exhibit D. "Milestone Payment" means a payment obligation
         related-to the achievement and acceptance of a particular Milestone.

1.10     "Specifications" shall mean the technical and functional requirements
         for the Program and/or Documentation as set forth or referenced in
         Exhibit B or as otherwise agreed to by the parties.

1.11     "OEM Products" means, collectively, the Program and Documentation
         developed by SA for HP under this Agreement.

1.12     "HP Printer(s)" means any HP printer model, in all its supported
         configurations and subsequent revisions and replacements, and with all
         associated peripherals, if any, that HP desires to use in conjunction
         or otherwise integrate with the Program developed by SA under this
         Agreement.

1.13     "Subsidiaries" means an entity controlled by or under common control
         with a party to this Agreement, through ownership or control of more
         than fifty percent (50%) of the voting power of the shares or other
         means of ownership or control, provided that such control continues to
         exist.

1.14     "Launch Date of the HP Printer" means the initial date of availability
         of a HP Printer for sale and delivery to end-users, HP shall provide SA
         with notice of the Launch Date of the HP Printer with at least 30 days
         in advance.

1.15     "Complete Copy" of Program includes (i) a master copy of the Program in
         object code form (as specified on Exhibit A hereto) on the media
         described on Exhibit A that satisfies all functional specifications set
         forth in the Documentation, and (ii) all Documentation and technical
         manuals for the Program in the form(s) and on the media described in
         Exhibit A.

2        DEVELOPMENT EFFORT



2.1      Development, Commencing upon the execution of this Agreement, SA agrees
         to use its best reasonable efforts to perform its obligations under the
         Development Program, to achieve each Milestone and to deliver
         Deliverables, which satisfy the Specifications.

2.2      Program Management and Changes. Each party designates the person(s) set
         forth in Exhibit F as the primary contact of each patty with respect to
         this Agreement, which person(s) may be re-designated by a party by
         notice to the other. In the event of a necessary or desired change in
         any material aspect of the Development Program, the parties shall
         use-their good faith efforts to reach agreement regarding any such
         change in writing prior to its implementation. A proposed change shall
         be initiated by the proposing party in a written notice to the other
         party. The receiving party shall review such proposal in a timely
         manner. The parties agree to discuss in good faith the effect on each
         party of such proposed change, including any effect on the objectives
         and/or cost of the Development Program.

3        DELIVERY AND ACCEPTANCE



3.1      Delivery. A detailed schedule for the development of the OEM Products
         and the corresponding intermediate Milestones and Deliverables is
         specified in Exhibit A. SA agrees to use its best reasonable efforts to
         perform its delivery obligations according to the provisions contained
         in this Agreement and the Exhibits attached.

         Upon completion of each Milestone for which SA is responsible, SA shall
         promptly notify HP and deliver to HP the corresponding Deliverables.
         Prior to the delivery of any Deliverable, SA will perform its internal
         testing to assure that such Deliverable conforms to the Specifications.
         SA agrees to use its reasonable best efforts to perform its delivery
         obligations according to the provisions contained in this Agreement and
         the Exhibits attached.

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OEM-SOFTWARE DEVELOPMENT AND LICENSE AGREEMENT N(degree) 01/01



3.2      Form of Deliverables. Deliverables consisting of software shall be in
         object code form-only. Deliverables consisting of Documentation shall
         be in both human-readable and electronic formats. Other Deliverables
         shall be in the form and format as specified in the Milestone Schedule
         attached hereto as Exhibit A.

3.3      Acceptance. HP will have thirty (30) days from the date of receipt of a
         Complete Copy of the Program to evaluate it for conformity with the
         Specifications and shall either (a) accept the Program pursuant to the
         provisions of this Section 3.3, or (b) return the Program for rework,
         or reject the Program

         HP will be entitled to test and evaluate any intermediate Deliverable
         and/or the Program by whatever means it deems appropriate consistent
         with SA's rights in the Deliverable and/or the Program, and SA hereby
         grants to HP any licenses needed for HP to perform its evaluation. Such
         licenses will include the right of HP to use third party subcontractors
         to achieve the foregoing, provided such subcontractors are approved in
         writing by SA and agree in writing to be bound by the confidentiality
         requirements of Section 10.3 of this Agreement. If HP returns a
         Deliverable and/or the Program for rework, SA agrees to use its best
         reasonable efforts to correct the listed defects and resubmit the
         Deliverable and/or the Program for re-evaluation under the same
         acceptance procedure. HP shall provide SA with a written description of
         all listed defects in sufficient detail to enable SA to identify the
         areas in which the Deliverable and/or the Program do not conform to the
         Specifications. HP shall have the right to reject a Deliverable and/or
         a Program only if SA fails to materially correct the listed defects
         within fifteen (15) days after HP has returned the Deliverable and/or
         the Program to SA for rework as described above. In the event HP
         rejects a Deliverable and/or the Program, it will give SA written
         notice of rejection stating with specificity the reasons for its
         rejection, and this Agreement will terminate with respect to that
         Program. No payment will be payable to SA unless the intermediate
         Deliverable and/or the Program has been accepted by HP in writing. HP
         shall provide SA with HP's written acceptance within fifteen (15) days
         after the Deliverable and/or the Program in question materially
         conforms with the Specifications.

3.4      Program Enhancements. SA agrees to deliver to HP a Complete Copy of any
         Program enhancement within five (5) days of its release by SA. HP wilt
         have the right to test and evaluate the Enhancement under the
         acceptance procedure described above.

3.5      Access to HP Printer Prototypes. In case SA is provided with any
         prototype of an HP Printer to assist SA with its development and
         support obligations hereunder, SA agrees to comply strictly with the HP
         provided confidentiality obligations specified in this Agreement in
         connection with them, and agrees to implement at least the following
         additional security measures in order to protect the secrecy of such HP
         Printer prototypes and related printing supplies:

                    SA will install the HP Printer prototypes in a secure,
                      non-public location within the SA's premises,

                    Access to the HP Printer prototypes will be restricted to
                      authorized employees of SA only who have signed the
                      appropriate confidentiality agreement.

                    The HP Printer prototypes must be covered with a cover when
                      not in use.

                    SA will destroy all expired printing supplies (printheads,
                       ink containers, print cleaners, media,, . .) by following
                       at least the same measures as those usually expected from
                       a reasonable party to destroy its own confidential
                       information.

                    The HP Printer prototypes will not be used by SA for any
                       other purposes different than those related to this
                       Agreement.

                    HP will have the right to visit SA's premises during normal
                    business hours, with a prior notice often (10) days written
                    notice by HP and not more frequently than twice in any
                    twelve (12) month period, solely for the purpose of
                    verifying the compliance of the security measures mentioned
                    above by SA.



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OEM-SOFTWARE DEVELOPMENT AND LICENSE AGREEMENT  N(degree) 01/01

4        OWNERSHIP AND LICENSES

4.1      License to the Program. SA hereby grants to HP, under SA's
         intellectual property rights, an-exclusive, worldwide license to use,
         reproduce, display, distribute, import and disclose the Program in
         object code format only for use in conjunction with an HP Printer.

         Such use limitation will also apply in the case of Enhancements for
         distribution to customers for support and maintenance purposes. Such
         license will include the right of HP to sublicense distributors,
         resellers, and other third parties to achieve the foregoing, and
         distribute the Program and/or Enhancements through any method HP deems
         appropriate, including but not limited to electronically through HP
         websites.

4.2      License to the Documentation. SA hereby grants to HP, under SA's
         intellectual property rights, a -exclusive, worldwide license to use,
         reproduce, display, translate, import, disclose, distribute, modify and
         prepare derivative works or compilations of: (a) the Documentation; and
         (b) modifications, derivative works and compilations based upon the
         Documentation for use with a Program. These rights are exercisable in
         any medium. Such license will include the right of HP to sublicense
         distributors, resellers, and other third parties to achieve the
         foregoing, and distribute the Documentation and modifications,
         derivative works and compilations based upon the Documentation through
         any method HP deems appropriate, including but not limited to
         electronically through HP websites.

         The right to modify and prepare derivative works and compilations is
         granted solely for the purposes of combining Documentation of more than
         one program, condensing Documentation, and formatting and preparing
         Documentation for user accessibility.

4.3      License to Photograph (Marketing Materials). SA hereby grants to HP,
         under SA's intellectual property rights, a non-exclusive, worldwide
         license to capture visual images of the Program screen displays and
         packaging, the Documentation and the CD-ROM, if any, and to use,
         reproduce, display, perform, distribute, import and modify such
         photographs and modifications and images solely in connection with HP's
         marketing and support of the Program and training with respect to the
         Program. Such license will include the right of HP to sublicense
         distributors, resellers, and other third parties to achieve the
         foregoing.

4.4      Restrictions. HP will not disassemble, reverse engineer or otherwise
         modify any Program without prior written authorization from SA.

4.5      Localized Versions.



         The licenses granted hereunder with respect to the Program and
         associated Documentation will include all localized versions thereof
         developed by or on behalf of SA. Upon the request of HP, SA agrees to
         use its best reasonable efforts to localize the Program for additional
         countries upon a schedule and cost to be agreed upon in good faith by
         the parties.

         In the event that SA fails to make commercially available such a
         localized version of the Program under the schedule agreed upon, then
         SA agrees to grant to HP, on terms to be reasonably agreed upon in good
         faith, a non-exclusive license to modify the Program in order to
         localize the Program, and the non-exclusive right to use, reproduce,
         display and distribute such localized versions developed by HP, in
         object code form, to end users directly or through HP's third party
         channels of distribution. HP may subcontract its localization efforts,
         subject to confidentiality restrictions reasonably satisfactory to SA.
         Under such license, SA will provide HP, on payment terms to be
         reasonably agreed upon in good faith, with reasonable technical
         assistance, all necessary object code Program and any related
         compilers, utilities, listings or other materials necessary for HP to
         create a localized version of the Program, which HP agrees to treat as
         Confidential Information of SA under Section 10 herein in perpetuity or
         the longest period allowed by law.

4.6      Trademarks. Neither party is granted any ownership in or license to the
         trademarks, marks or trade names (collectively, "Marks") of the other
         party. Notwithstanding the foregoing, SA acknowledges that HP may use
         SA's name and the name of the Program in the course of marketing and
         distributing such Program as bundled

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OEM-SOFTWARE DEVELOPMENT AND LICENSE AGREEMENT N(degree)01/01

         with the HP Printer. The style and text regarding the aforesaid use
         shall be subject to SA's prior written consent. HP will assure that a
         notice is affixed to or accompanies the Program stating that the
         Program incorporated therein is licensed exclusively for use by the
         purchaser thereof, but only to the extent that such use is reasonably
         necessary for the proper use of the HP Printers for the purposes for
         which they were designed and providing that such Program shall not be
         used otherwise than as authorized under the license terms.

4.7      Ownership. Subject to the rights and licenses granted to HP hereunder,
         SA retains all right, title and interest in the Programs and
         Documentation, and the commercial exploitation of same, including,
         without limitation, all copyrights, patent, trade secret, proprietary
         and/or all other intellectual property rights.

         Notwithstanding above, SA will need HP's prior written authorization to
         use any material developed under this Agreement to develop, license,
         distribute or market other software programs, and will not use any HP
         know-how, confidential information or trade secret obtained, accessed
         or received under this Agreement for any purpose other than the
         performance of this Agreement without HP's prior written consent.

4.8      Software License Terms. HP will be entitled to use its then current
         standard form software license terms for marketing and sublicensing the
         Programs under this Agreement so long as the content of such software
         license form is substantially similar to that contained in the form
         attached hereto as Exhibit G

         End-user will have the right to install a copy of the Program in one
         computer unit connected to the HP Printer unit, as far as the Program
         is used only in conjunction with such HP Printer unit.

4.9      Copyright Notices. Unless otherwise stated in the Exhibits attached, HP
         agrees that it will not remove any copyright notices, proprietary
         markings, trademarks or tradenames of SA from the Program or
         Documentation. SA and HP agree that a second HP copyright notice in
         HP's standard copyright notice form may be added to any HP modification
         authorized in writing by SA.

5        PROGRAM MAINTENANCE AND SUPPORT

5.1      Maintenance and Support.

                SA agrees to provide HP and its customers with ongoing
                maintenance and support for the Program. SA agrees to maintain
                such number of qualified personnel as is necessary to provide
                such timely and knowledgeable maintenance and support service.

                Notwithstanding any termination of this Agreement other than
                resulting from any breach of this Agreement by HP, SA agrees to
                maintain and support the Program distributed by HP for at least
                five (5) years after the Launch Date of the Program.

         In the event that SA fails to comply with their maintenance and support
         obligations under this Agreement and such failure continues for a
         period of fifteen (15) days after written notice from HP to SA, then SA
         will grant HP with a non-exclusive license to use object code of the
         Program in order to maintain and support the Program, and the
         exclusive, worldwide right to use, reproduce, display and distribute
         such modified versions developed by HP, in object code form, to end
         users directly or through HP's third party channels of distribution. HP
         may subcontract its maintenance and support efforts, subject to
         confidentiality restrictions reasonably satisfactory to SA. Under such
         license, SA will provide HP with reasonable technical assistance, all
         necessary object code of the Program and any related compilers,
         utilities, listings or other materials necessary for HP to maintain and
         support the Program, which object code HP agrees to treat as
         Confidential Information of SA under Section 10 herein in perpetuity or
         the longest period allowed by law.

5.2      New HP Printers. The parties intend that during the term of this
         Agreement, the Program will be compatible with future releases and
         revisions of the HP Printers, including new or revised versions of the
         operating systems for the HP Printers, provided that such new HP
         Printers support the Program, and with currently existing and future
         releases and revisions of currently existing or non-existing third
         party host operating systems. Upon request by HP,

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         OEM-SOFTWARE DEVELOPMENT AND LICENSE AGREEMENT N(degree)01/01

         SA agrees to use its best reasonable efforts to provide HP with the
         Program adapted for use with such new HP Printers within ninety (90)
         days after notification from HP, provided that HP makes available to SA
         such hardware and Program reasonably necessary for SA to develop and
         qualify such adapted Program,

         Amounts to be paid by HP to SA for these adaptations of the Program
         will not exceed the then-existing rates SA charges its most favored
         customers for similar works.

5.3      Backward Compatibility. Any subsequent Program will be backward
         compatible with the previous version of the Program provided by SA
         under this Agreement.

5.4      HP Proposed Enhancements. HP may from time to time request significant
         functionality Enhancements to the Program. SA agrees to use its best
         reasonable efforts to provide HP with such functionality Enhancements
         to the Program.

         Amounts to be paid by HP to SA for these Enhancements to the Program
         will not exceed the then-existing rates SA charges its most favored
         customers for similar works.



6        PAYMENT

6.1      Payment. HP agrees to pay SA according to Exhibit C, unless otherwise
         set forth herein,

         (a)      Milestone payments, if any, will be made within thirty (30)
                  days after acceptance by BP of the Deliverables associated
                  with such Milestone. In the event that a Milestone is missed
                  due to a delay caused by HP, half of the NRE due shall be paid
                  to SA on the original Milestone date. The other half of the
                  NRE in question will be paid when the Milestone is achieved.
                  In the event that a Milestone is missed due to a delay caused
                  by SA, HP shall not make payment of the NRE, until SA achieves
                  the Milestone.

6.2      Audit. Upon fifteen (15) days prior written notice to HP, SA may, at
         its own expense, appoint a nationally recognized independent auditor,
         to whom HP has no reasonable objection, or designate SA's regularly
         engaged certified public accounting firm, to audit and examine such
         records at HP's offices during normal business hours, solely for the
         purpose of confirming the accuracy of license payments hereunder. Such
         audit may be made no more often than once every twelve (12) calendar
         month period. In the event that an audit reveals an overpayment by HP,
         SA agrees to promptly refund or credit HP for such overpaid amount. In
         the event that such audit reveals an underpayment by HP, HP agrees to
         pay for the audit and promptly pay SA the amount of such underpayment,
         This right of audit will be subject to SA's auditor executing HP's
         standard Confidential Disclosure Agreement,

6.3      Fee Warranty. SA warrants that the amounts payable hereunder by HP are
         no greater than those for any other licensee for similar quantities of
         those software programs on similar non-HP hardware that correspond to
         the Program under this Agreement, and SA agrees to retroactively pass
         on to HP the lowest rate or price it has given to any other licensee,
         commencing effectively on the date it so grants the lower rate or price
         to any other licensee.

6.4      Taxes. HP will be solely responsible for taxes on amounts paid to SA by
         HP under this Agreement, including all state and local use, sales,
         withholding, property (ad valorem) and similar taxes, but excluding any
         taxes based upon SA's net income,

7        WARRANTY AND INTELLECTUAL PROPERTY PROTECTION



7.1      General Warranty, SA warrants that it has full power and authority to
         grant HP the rights granted herein and that the Program and
         accompanying Documentation will be free of any and all restrictions,
         settlements, judgments or adverse claims.

7.2      Program Warranty. SA warrants that the Program referred to herein will
         operate in accordance with and

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OEM-SOFTWARE DEVELOPMENT AND LICENSE AGREEMENT N(degree)01/01

           substantially conform to the Documentation, manuals, any
           specifications provided or agreed to, and any relevant data sheet or
           promotional literature provided by SA to HP. Such warranty shall
           remain in effect for a period of ninety (90) days from the Launch
           Date.

7.3      Encumbrances Warranty. SA warrants that the Program referred to herein
         will be free and clear of all liens, encumbrances, restrictions, and
         other claims against title or ownership, be free from any liability for
         royalty payments owed to any third parties, and, to the best of SA's
         actual knowledge, that the OEM Products delivered to HP will be free of
         viruses.

7.4      No Infringement.

         (a)      SA warrants to HP that, to the extent of SA's actual
                  knowledge, the Program, alone or when use in combination with
                  the Hp Printer accompanying Documentation, trademarks,
                  copyrights and trade names of SA referred to in this Agreement
                  does not violate or infringe any patent, copyright, trademark,
                  trade secret or other proprietary right of any third party and
                  that SA is not aware of any facts upon which such a claim for
                  infringement could be based. SA will promptly notify HP if it
                  becomes aware of any claim or any facts upon which a claim
                  could be based.

7.5      Intellectual Property Protection.

(a)      SA will, at HP's option, defend and hold harmless HP, and its
         Subsidiaries, from any claim, suit, or proceeding alleging that the
         Program, or any combination of the Program with an HP Printer, or the
         Documentation, or any part thereof, or any Printer provided as part of
         SA's support services furnished by SA under this Agreement constitutes
         an infringement of any third party's patent, copyright, trademark,
         trade name, other proprietary right, or unauthorized trade secret use.
         SA agrees to pay all damages and costs awarded in a final and binding
         adjudication with respect to such claim or agreed to by SA in any
         settlement of that claim, up to an amount not to exceed _____________.

(b)      In case any Program or Documentation or any part thereof in such suit
         is held to constitute an infringement and its use is enjoined, SA will,
         at its own expense and at its option (i) procure for HP and its
         customers the right to continue use, or (ii) if applicable, replace the
         same with a noninfringing program and documentation of equivalent
         function and performance, or (iii) modify them so they become
         noninfringing without detracting from function or performance.

(c)      HP will give SA prompt notice of any such claim or action, and will
         give SA the authority, information, and reasonable assistance (at SA's
         expense) necessary to defend. If SA does not diligently pursue
         resolution of the claim nor provide HP with reasonable assurances that
         it will diligently pursue resolution, then HP may, without in any way
         limiting its other rights and remedies, defend the claim.

(d)      Notwithstanding the foregoing, SA will have no responsibility for
         claims arising solely and directly from (i) unauthorized moditications
         of the Program made by HP if such claim would not have arisen but for
         such moditications, or (ii) unauthorized combination or use of the
         Program with Printers not contemplated herein if such claim would not
         have arisen but for such combination or use.

(e)      SA shall have no liability for any claim arising solely and directly
         from: (a) the sale or use of a superseded or altered model or release
         of the Program is such infringement would be avoided by the sale or use
         of a current or unaltered model or release of the Program and such
         claim is based on the Program which were sold by HP after a date agreed
         by both parties; (b) the operation or use of any Program furnished
         under this Agreement in a manner not contemplated by this Agreement and
         not otherwise authorized in writing by an authorized representative
         ofSA; (c) the combination or use of any Program with equipment,
         software or other material not contemplated by the present Agreement
         and not authorized in writing by an authorized representative ofSA, if
         such infringement would have not occurred but for such combination or
         use; (d) any claim of infringement by the combination the of the
         Program with the Hp Printer, if the Program alone would not infringe
         and additionally the Program would not contribute to such infringement.

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OEM-SOFTWARE DEVELOPMENT AND LICENSE AGREEMENT N(degree)01/01



(f)      THIS SECTION 7.6 STATES THE ENTIRE LIABILITY OF SA AND HP WITH
         RESPECTTO ANY CLAIM OF INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS BY
         THE PROGRAM OR DOCUMENTATION.

7.6      Epidemic Failure Warranty. In addition to the warranties specified
         herein, SA warrants the Program against epidemic failures through the
         fault of SA for a period of three years after HP's acceptance of the
         Complete Copy of the Program. An epidemic failure means the occurrence
         of a failure resulting in 70% of the Program user base expressing
         intent to return the Program for refund. In the case of an epidemic
         failure through SA 's fault, as SA's sole liability for a breach of the
         aforesaid epidemic warrants SA shall reimburse HP for all reasonable
         out-of pocket costs incurred by HP in recalling, replacing, or
         repairing the affected Programs in an amount not exceeding the amounts
         paid by HP to SA under this Agreement. Epidemic failure related
         reimbursements shall be made within forty-five (45) days after
         receiving an itemized invoice therefore from HP with supporting
         documentation in reasonable detail.

7.7      Warranty Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, SA MAKES NO
         OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, REGARDING THE PROGRAM, THE
         DELIVERABLES AND/OR ANY OTHER PRODUCTS OR-SERVICES PROVIDED BY SA UNDER
         THIS AGREEMENT, THEIR MERCHANTABILITY: OR FITNESS FOR ANY PARTICULAR
         PURPOSE.

8        TERM AND TERMINATION

8.1      Term. Unless otherwise terminated earlier under this Section 8, the
         initial term of this Agreement will be twelve months after the Launch
         Date for the first HP Printer unit which use the Program (the "Term"),
         After the initial Term, this Agreement will be automatically extended
         for up to four (4) additional six-month periods, unless terminated.
         upon 60 days advance written notice by HP prior to expiration of the
         initial Term or of any additional six-month periods. Notwithstanding,
         HP shall have the right (and SA will be obligated in such regard) to
         extend this Agreement for the whole manufacturing life of the HP
         Printer, provided, however, such extension will not exceed two (2)
         years in the absence of SA's written agreement to extend this Agreement
         for a longer period.

8.2      Termination for Breach. Either party may terminate this Agreement by
         written notice to the other party if the other party breaches any
         material provision of this Agreement and such breach is not cured
         within thirty (30) days after written notice thereof is received by the
         breaching party, or if such breach cannot be cured within such thirty
         (30) day period, such longer period as may be necessary to cure the
         breach provided the breaching party commences such cure within such
         thirty (30) days and pursues such cure diligently to completion.

8.3      Cancellation of an HP Project. In case HP decides to cancel the
         introduction of an HP Printer, HP may at its sole discretion terminate
         this Agreement for the concerned Program by providing SA with thirty
         (30) days prior written notice. Upon receipt of such notice, SA will
         use its reasonable efforts to minimize the expenses to be incurred in
         such thirty-day period. Upon termination of the Agreement, HP will
         reimburse SA for the reasonable expenses actually incurred by SA under
         this Agreement in connection with such Program.

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

8.5      Effect of Termination



         In the event of termination by HP due to material breach of SA prior to
         delivery and acceptance of the Program to HP which remains uncured
         after the applicable grace period:

                  SA shall within fifteen (15) deliver to HP all development
                  work made prior to the effective date of such

                                        9
<PAGE>
OEM-SOFTWARE DEVELOPMENT AND LICENSE AGREEMENT N(degree)01/0 1

                  termination, in object code only, and all HP property and
                  information in SA's possession relating to the Program. In the
                  event of such termination and contemporaneously with the
                  delivery, HP shall be relieved of all obligations to make
                  payments for any Deliverables that were not accepted by HP.

                  SA shall make available to HP all necessary object code
                  relating to the development work and any related compilers,
                  utilities, listings or other materials necessary for HP to
                  develop or have developed the Program, and will grant a
                  license to HP on the pre-existing Program under similar
                  license terms than the license described in Section 4. 1

         In the event of HP terminates the Agreement due to a material breach of
         SA after delivery and acceptance of the Program which remains uncured
         after the applicable grace period:
         HP shall have the right to terminate this Agreement;

                  any licenses granted to SA by HP hereunder shall immediately
                  terminate;

                  SA shall immediately return to HP all HP property or
                  information then in possession of SA,; HP will have the right
                  of license to use the Deliverables or the Program at least for
                  the period of time up to the end of the Term of the Agreement,
                  according to Clause 8.1 ; and

                  If HP elects not to terminate this Agreement, the rights and
                  licenses granted to and the obligations of HP under this
                  Agreement will survive.

         (c)      Nohvithstanding any termination of this Agreement, all
                  sublicenses granted to end users for use of the Program and
                  for which SA has been compensated under Section 6 of this
                  Agreement will survive,

8.6      Survival. Nohvithstanding any termination of this Agreement, the
         provisions of this Agreement regarding, payment, support, warranty,
         indemnification, liability, confidentiality, effect of termination and
         the miscellaneous provisions will survive for a period of two (2) years
         from the termination date.

9        LIABILITY

9.1      Indemnity. Either party agrees, at its sole expense, to indemnify,
         defend, and hold the other party, its agents, employees, successors and
         assigns, harmless for, and forthwith reimburse such party, its agents,
         employees, successors and assigns, for any loss, cost, damage or
         expense (including reasonable attorney's fees, expert fees and other
         reasonable costs of litigation) up to the amount paid by HP to SA on
         the project covered under the Agreement (including NRE's and license
         fees during the term of the Agreement), arising from the breach by the
         other party of any of its obligations under the terms and provisions of
         this Agreement.

9.2      Force Majeure. Neither party shall be liable for any failure or delay
         in its performance under this Agreement to the extent that such
         performance is rendered impossible due to acts of God, acts of civil or
         military authority, fires, floods, earthquakes or other similar
         situations as far as:

         (a)      the force majeure situation (i) was not reasonably foreseeable
                  when the agreement was made, (ii) is beyond the control of the
                  non-performing party and (iii) is not caused by the negligence
                  or willful misconduct of such party; and

         (b)      the non-performing party(i) has taken all reasonable steps to
                  avoid or mitigate such situation and its consequences, (ii)
                  has not defaulted in performing the obligation before the
                  events occurs, (iii) makes all reasonable efforts to remedy
                  such delay in its performance, including but not limited to
                  actions under business recovery plan, (iv) gives the other
                  party immediate written notice of such actual or potential
                  situation cause, and (v) promptly provide any further
                  information in relation to the delay that the other patty
                  reasonably requires.

                  If performance is delayed for a continuous period of 1 month
                  or it is foreseen that performance for a continuous

                                       10
<PAGE>
OEM-SOFTWARE DEVELOPMENT AND LICENSE AGREEMENT N(degree) 01/01

         period of three (3) months, the party to whom performance is owed may
         terminated part or in full this Agreement by written notice to the
         other party.

9.3      Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, UNLESS
         EXPRESSLY PROVIDED OTHERWISE UNDER THIS AGREEMENT, NEITHER PARTY WILL
         BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL
         DAMAGES OF THE OTHER (INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS)
         ARISING OUT OF ANY PERFORMANCE OF THIS AGREEMENT OR IN FURTHERANCE OF
         THE PROVISIONS OR OBJECTIVES OF THIS AGREEMENT, REGARDLESS OF WHETHER
         SUCH DAMAGES ARE BASED ON TORT, WARRANTY, CONTRACT OR ANY OTHER LEGAL
         THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
         NOTWITHSTANDING THE ABOVE, SAID LIMITATION OF LIABILITY IN NO MANNER
         REDUCES OR LIMITS SA'S OR HP'S -LIABILITIES AND INDEMNITIES UNDER
         SECTION 7.6 ABOVE OR THE PARTIES' OBLIGATIONS UNDER SECTION 10.3 OF
         THIS AGREEMENT.

10       CONFIDENTIAL INFORMATION



10.1     The Program.. The Program in object code form and related Documentation
         provided to HP hereunder are deemed non-confidential, and HP is not
         under any obligation to SA to restrict access to or use of such Program
         in object code form or related Documentation, provided HP complies with
         the terms of this Agreement.

10.2     Confidential Information. During the term of this Agreement, either
         party may receive or have access to technical information, as well as
         information about product plans and strategies, promotions, customers
         and related non-technical business 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 (i) be marked as confidential at the time of
         disclosure, or (ii) if disclosed orally but stated to be confidential,
         be designated as confidential in a writing form by the disclosing party
         summarizing the Confidential Information disclosed and sent to the
         receiving party within a reasonable period of time after such oral
         disclosure. Notwithstanding any provision to the contrary, all object
         code provided by SA or HP to the other, and all business information
         with respect to any unpublished SA or HP products, are deemed
         Confidential Information for the purposes of this Section 10.



10.3     Protection of Confidential Information. The receiving party will
         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 for a
         period of five (5) years from the date of disclosure, unless otherwise
         provided in this Agreement, The foregoing restriction will 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,
         (iv) rightfully received from a third party without a duty of
         confidentiality, (v) disclosed under operation of law without
         imposition of further confidentiality requirements of the recipient of
         the Confidential Information, or (vi) disclosed by the receiving party
         with the disclosing party's prior written approval.

11       MISCELLANEOUS CLAUSES



11.1     Publicity. SA and HP agree not to publicize or disclose the existence
         or terms of this Agreement to any third patty without the prior written
         consent of the other party except as required by law, as expressly
         permitted in this Agreement or, in the case of SA, as otherwise deemed
         necessary by SA or HP in connection with disclosure to shareholders,
         governmental or other regulatory organizations, and/or SA's
         professionals, subcontractors or consultants. SA will not publicly
         acknowledge that it is the source of the Program except as aforesaid.
         In particular, no press releases shall be made without the mutual
         written consent of each party. In order to minimize the risk of
         unintentional disclosures of this Agreement by HP, HP will use its
         reasonable efforts to inform its employees about the confidential
         nature of this Agreement.

l1.2     Notices. All notices to be given under this Agreement must be in
         writing addressed to the receiving party's

                                       11
<PAGE>
OEM-SOFTWARE DEVELOPMENT AND LICENSE AGREEMENT N(degree) 01/01

         designated recipient specified in Exhibit F. Notices are validly given
         upon the earlier of confirmed receipt by the receiving party or three
         days after dispatch by courier or certified mail, postage prepaid,
         properly addressed to the receiving party. Notices may also be
         delivered by telefax and will be validly given upon written
         confirmation of receipt. Either party may change its address for
         purposes of notice by giving notice to the other party in accordance
         with these provisions.

11.3     EihitExhibit attached to this Agreement is deemed a part of this
         Agreement and incorporated herein wherever reference to it is made.

11.4     Independent Contractors. The relationship of the parties established
         under this Agreement is that of independent contractors and neither
         party is a partner, employee, agent or joint venture of or with the
         other.

11.5     Assignment. Neither party may, directly or indirectly, in whole or in
         part, neither by operation of law or otherwise, assign or transfer this
         Agreement or delegate any of its obligations under this Agreement
         without the other party's written consent. Any attempted assignment,
         transfer or delegation without such prior written consent will be void.
         Notwithstanding the foregoing, either party, or their permitted
         successors, assignees or transferees, may assign or transfer this
         Agreement or delegate any rights or obligations hereunder without
         consent, but with at least thirty (30) days advance and written notice
         to the other-party: (1) to any entity controlled by, or under common
         control with, HP the assigning party, or its permitted successive
         assignees or transferees; or (2) in connection with a merger,
         reorganization, transfer, sale of assets or product lines, or change of
         control or ownership of the assigning party, or its permitted
         successive assignees or transferees. No such assignment shall
         constitute a release of the assigning patty's obligations, duties and
         responsibilities under this Agreement. In addition, SA shall have the
         right to assign its rights to receive any payments from HP under this
         Agreement, prior communication of at least thirty days (30) days to HP.
         Without limiting the foregoing, this Agreement will be binding upon and
         inure to the benefit of the parties and their permitted successors and
         assigns.

11.6     No Waiver. The waiver of any term, condition, or provision of this
         Agreement must be in writing and signed by an authorized representative
         of the waiving party. Any such waiver will not be construed as a waiver
         of any other term, condition, or provision except as provided in
         writing, nor as a waiver of any subsequent breach of the same term,
         condition, or provision.

11.7     Best Efforts Obligation. Except as expressly provided herein, HP may at
         its sole discretion decide whether or not to use or distribute the
         Program, as it deem appropriate. Nothing in this Agreement shall be
         construed or interpreted as placing a "best effort" standard upon HP
         with respect to the use and distribution of the Program,

11.8     Non-Restrictive Relationship. Nothing in this Agreement shall be
         construed to preclude HP from independently developing, acquiring from
         other third parties, distributing or marketing other products which may
         perform the same or similar functions as the Program provided under
         this Agreement.

11.9     Export Control. The patties agree to comply with all applicable United
         States laws and regulations that may govern the export of Program
         abroad, including the Export Administration Act of 1979, as amended,
         any successor legislation, and the Export Administration Regulations
         issued by the Department of Commerce.

11.10    Definition of Days. All references in this Agreement to "days" will,
         unless otherwise specified herein, mean calendar days.

11.11    Headings. The Section headings used in this Agreement are for
         convenience of reference only. They will not limit or extend the
         meaning of any provision of this Agreement, and will not be relevant in
         interpreting any provision of this Agreement.

11.12    Severabilitv. If any provision in this Agreement is held invalid or
         unenforceable by a body of competent jurisdiction, such provision will
         be construed, limited or, if necessary, severed to the extent necessary
         to eliminate such invalidity or unenforceability. The parties agree to
         negotiate in good faith a valid, enforceable substitute provision that
         most nearly effects the parties' original intent in entering into this
         Agreement or to provide an equitable adjustment in the event no such
         provision can be added. The other provisions of this Agreement will

                                       12
<PAGE>
        OEM-SOFTWARE DEVELOPMENT AND LICENSE AGREEMENT (degree) 01/01


         marketing is consistent with the terms of this Agreement. Without
         limiting the generality of the foregoing sentence, nothing in this
         Agreement will be construed or interpreted to place a "best effort"
         obligation upon HP with respect to marketing the HP printers and the
         Program or preclude HP from independently, developing, purchasing,
         licensing or marketing any product which performs the same or similar
         function of the Program.


11.14    Entire Agreement. Except as expressly provided for in this Agreement
         neither party has, in executing this Agreement, relied upon any
         representation or other statement made by the other party or the other
         party's agents, representatives, employees, or attorneys. This
         Agreement represents the entire agreement between the parties with
         respect to its subject matter, and supersedes all prior communication,
         understandings, or agreements, whether oral or written. For purposes of
         construction, this Agreement will be deemed to have been drafted by
         both parties. No modification of this Agreement will be binding on
         either party unless in writing and signed by an authorized
         representative of each party.

11.15    Governing Law. This Agreement will be governed in all respects by the
         laws of the State of New York without reference to any choice of laws
         provisions.


1.16     Counterparts. This Agreement may be executed in counterparts, each of
         which will be deemed an original.

Agreed:

HEWLETT-PACKARD COMPANY                 Scanvec Amiable, Inc.


By: /s/ Santiago Morera                 By: /s/ Ramon Harel
    ----------------------------            ---------------------------------
Print Name: Santiago Morera             Print Name: Dr. Ramon Harel
Title: Controller                       Title: President



Exhibits

Exhibit A     -    Product Overview, Description, Deliverables and Localizations


Exhibit B     -    Product Specifications


Exhibit C     -    Pricing


Exhibit D     -    Development Schedule


Exhibit E     -    Quality Plan



Exhibit F     -    Relationship and Account Managers


Exhibit G     -    HP Software License



                                       13
<PAGE>
OEM SOFTWARE DEVELOPMENT AND LICENSE AGREEMENT N-01/01

                                    EXHIBIT A

                                    EXHIBIT A




1. Product overview and description


Apple plans to release its most recent operating system, Mac OS X, in Spring
2001. HP would like to make all its devices simultaneously compatible with the
release of OS X. To comply with this corporate directive and to increase the
competitiveness of its product line, ICD requests that SA update TCD's existing
Macintosh drivers.

The project will focus on:


o        Building a macro installer which automatically detects the HOS and
         language while prompting for the printer model:

         o        Installer ___________ for installers

         o        ___________ for the macroinstaller

o        Customizing Adobe PS 8.7 to run an OS 9 driver on OS X in Emulation
         Mode

o        Customizing LaserWriter drivers for Native Mode in OS X

o        Documentation for these drivers

o        Incorporation of PPD and ColorSync profiles files

o        Extensive QA testing (further described in Appendix 1C to Amendment)

         o        Installation of Adobe PS 8.7 on Mac OS 8.1 and higher
         o        Emulation mode printing
         o        Native mode printing
         o        I/OTests
         o        Compatibility of 8.7 drivers with PPD in Emulation mode
                  printing
         o        Compatibility of LaserWriter drivers with PPD in Native mode
                  printing

2. Deliverables

The following items will be delivered before release of the software:

From ICD:

o        Functional printers with latest firmware

o        Reasonable supply of ink

o        Reasonable supply of media

From SA:

o        Product Specification

o        Product Testing Plan

o        Beta software for Evaluation


                                       14
<PAGE>
OEM SOFTWARE DEVELOPMENT AND LICENSE AGREEMENT N-01/01

         o        Beta documentation for Evaluation

         Key deliverables are:

         o        One CD containing all language versions of the drivers for all
                  Macintosh operating systems.

         o        A macroinstaller which launches the correct driver installer
                  based on user's OS and language.

         o        English and localized user documentation on the CD.

         ICD will provide PPDs and ColorSync profiles.

3. Localization

Documentation will be different for each combination of driver and operating
system. Files will provided in either HTML r PDF format.

NRE estimates are based on a one-page document of 900 words for 9 total
languages.

SA will translate the English version into the following languages:

1. Spanish
2. French
3. Italian
4. German
5. Japanese
6. Korean
7. Traditional Chinese
8. Simplified Chinese


The localization process will begin once English software and documentation have
passed the QA process and ICD approves all English documentation and software
terminology. The localization process will be a two-phase approach that means
the software will be completed first, followed by an ICD review process. After
ICD approves all software terminology, documentation will be localized as the
second phase. All documentation will then be reviewed by ICD.

                                       15
<PAGE>
OEM SOFTWARE DEVELOPMENT AND LICENSE AGREEMENT N-01/01



[LOGO]

                                    EXHIBIT B
                             Product Specifications

                           MAC OS X PostScript Drivers
                                   Version 1.3
                                Authors _________

                                 Date: 26/03/01

Distribution List:


____ - PostScript Group Manager
____ - Postscript Solutions Engineer

References:
HOMER project: PostScript Drivers External Reference Specification

Changes History:



Version 1.0            16/10/00      -->   First version.

Version 1.1            20/11/00      -->   MacroInstaller ScreenShots.

                                     -->   MacroInstaller Localization.

                                     -->   Remove support for 1060/1065CM.

Version 1.2            12/12/00      -->   Schedule change

Version 1.3            26/03/01      -->   Schedule change

                                     -->   QA test change

                                     -->   Mac OSX Plug-in support

Purpose


In this document we describe the requirements for the Mac OS X PostScript
drivers roll. In order to provide a printing solution in MAC OS X for the HP
DesignJet Family, It is necessary:


o        MacroInstaller program: This installer is the boot program launched
         automatically when the user inserts the HP Mac connectivity CD-ROM in
         the Mac. This program detects the Mac OS system, OS language and ask
         the user by the Printer Model, launching the correct driver installer.

                                       16
<PAGE>
OEM SOFTWARE DEVELOPMENT AND LICENSE AGREEMENT N-01/01


o        Emulation Mode PostScript drivers: In order to run a MAC OS 9 driver on
         MAC OSX, it is necessary to provide a customization of Adobe PS 8.7 for
         all the HP DesignJet PostScript products except HP DesignJet 800PS and
         HP DesignJet 3000PS (HP DesignJet 800PS and HP DesignJet 3000PS
         solution is already based on Adobe PS 8.7).

o        Native Mode PostScript drivers: It's necessary to provide a LaserWriter
         customization. For the Mac OSX timeframe, the customization will be
         done ough the PPD only and a special Mac OS X native installer is
         needed.

                                  Distribution

The HP DesignJet Mac OS X solution will be distributed in a CD-ROM into the box
with each HP DesignJet PostScript printer. This CD-ROM will contain a
MacroInstaller, all Mac OS drivers ( Mac OS 8.1 - 9.0 and Mac OS X) for all HP
DesignJet PostScript printers, for all languages. The HP DesignJet PostScript
printers family is:

o        HP DesignJet 3500CP PS3 / HP DesignJet 2500CP PS3
o        HP DesignJet 1055CM PS3 / HP DesignJet 1050CM PS3
o        HP DesignJet 5000PS
o        HP DesignJet 800PS

Localizations: English, French, German, Italian, Spanish, Japanese, Korean,
Taiwanese and Chinese


o        Connectivity supported:


Native mode: Appletalk, LPR and USB.

Emulation Mode: Appletalk, LPR, USB and IPP.

Description

                               Printing Scenarios

The user will have two printing scenarios in Mac OSX. One for print from Mac OS
9 applications (Emulation mode) and a second path printing from Mac OS X native
applications.

The Installation process will install in the system two drivers: a
MacOS 9 driver based on Adobe PS 8.7 and a Mac OS X drivers based on
LaserWriter. The user must create two printers in the system: One printer
created ough the chooser or DTPU (Mac OS 9 print environment) and a second
printer created with the PrintCenter (Mac OS X print environment).

Each driver will have different installer and documentation but the PPD and
Colorsync profiles will be the same file. The Mac OS X native solution will be
based on exactly the same PPD and Colorsync profiles provided with the current
Mac Os 8.1 - 9.X driver.


                                  Installation


    The HP DesignJet CD-ROM will contain one directory for each printer model
    and each directory with one installer for each localization:

                                       17
<PAGE>
OEM SOFTWARE DEVELOPMENT AND LICENSE AGREEMENT N-01/01

         /MacroInstaller program
         /HP DesignJet 3500CP/2500CP
             /MacOS9
                    /PPDs
                    English Installer
                    French Installer
                    German Installer
                    Italian Installer
                    Spanish Installer
                    Korean Installer
                    Chinese Installer
                    Taiwanese Installer
                    Japanese Installer
              /MacOSX
        .           /PPDs
                    English Installer
                    French Installer
                    German Installer
                    Italian Installer
                    Spanish Installer
                    Korean Installer
                    Chinese Installer
                    Taiwanese Installer
                    Japanese Installer

         /HP DesignJet 1055CM/1050CM
              /MacOS9
                    /PPDs
                    English Installer
                    French Installer
                    German Installer
                    Italian Installer
                    Spanish Installer
                    Korean Installer
                    Chinese Installer
                    Taiwanese Installer
                    Japanese Installer
              /MacOSX
                    /PPDs
                    English Installer
                    French Installer
                    German Installer
                    Italian Installer
                    Spanish Installer
                    Korean Installer
                    Chinese Installer


                                       18
<PAGE>
OEM SOFTWARE DEVELOPMENT AND LICENSE AGREEMENT N-01/01

                    Taiwanese Installer
                    Japanese Installer

         /HP DesignJet 5000PS
              /MacOS9
                    /PPDs
                    English Installer
                    French Installer
                    German Installer
                    Italian Installer
                    Spanish Installer
                    Korean Installer
                    Chinese Installer
                    Taiwanese Installer
                    Japanese Installer
              /MacOSX
                    /PPDs
                    English Installer
                    French Installer
                    German Installer
                    Italian Installer
                    Spanish Installer
                    Korean Installer
                    Chinese Installer
                    Taiwanese Installer
                    Japanese Installer

        /HP DesignJet 800PS
              /MacOS9
                    /PPDs
                    English Installer
                    French Installer
                    German Installer
                    Italian Installer
                    Spanish Installer
                    Korean Installer
                    Chinese Installer
                    Taiwanese Installer
                    Japanese Installer
              /MacOSX
                    /PPDs
                    English Installer
                    French Installer
                    German Installer
                    Italian Installer
                    Spanish Installer

                                       19
<PAGE>

OEM SOFTWARE DEVELOPMENT AND LICENSE AGREEMENT N-01/01

               Korean Installer
               Chinese Installer
               Taiwanese Installer
               Japanese Installer

           On Mac OSX native printing path, for all the localizations and
           printer models, two plug-ins developed by HP must be copied in the
           Mac OS X plug-in folder. These plug-ins provides the printer specific
           functionality provided by Apple on Mac OS 8/9 but not available on
           Mac OS X.

           The MacroInstaller program is launched automatically when the CD-ROM
           is introduced into the Mac computer, showing the following bitmap
           file:



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

           [Photo Omitted]                Macintosh software

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


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

                                                     hp
           hp designjet series                     invent
           --------------------           ---------------------

      The program will detect automatically the OS localization in order to show
      the MacroInstaller messages in the correct localization. The
      MacroInstaller will show the following dialog boxes:


                                       20
<PAGE>

OEM SOFTWARE DEVELOPMENT AND LICENSE AGREEMENT N-01/01

        [Photo Omitted]

        -----------------------------------------------------------------------
        Welcome

                  Welcome to the HP DesignJet Setup Program.

                  Setup will guide you through the installation of your
                  printer. It will copy printer software to your PC and update
                  Windows files.

                  !    Make sure your printer is properly connected to your
                       network or computer and that the printer is turned on.

                       It is strongly recommended that you close all other
                       applications before continuing this Setup. Click on
                       Help to find out how to close open applications.

                  Click Next to continue

                                                          Next >     Cancel
        -----------------------------------------------------------------------

        Will show to the user the following printer list:

        o HP DesignJet 3500CP PS3 / HP DesignJet 2500CP PS3

        o HP DesignJet 1055CM PS3 / HP DesignJet 1050CM PS3

        o HP DesignJet 5000PS

        o HP DesignJet 800PS

        [Photo Omitted]

        -----------------------------------------------------------------------
        Select Printer

                  Select the printer for which you are installing the software:

                  HP DesignJet 1055CM
                  HP DesignJet 1050/PS
                  HP DesignJet 1050C
                  HP DesignJet 3500CP
                  HP DesignJet 3000CP
                  HP DesignJet 2500CP
                  HP DesignJet 2000CP
                  HP DesignJet 755CM (C3198A)
                  HP DesignJet 755CM (C3198B)
                  HP DesignJet 750C Plus/PS
                  HP DesignJet 750C Plus
                  HP DesignJet 750C (C3195A)

                  Click Next to continue

            Help                             (Back        Next)      Cancel
        -----------------------------------------------------------------------


                                       21
<PAGE>

OEM SOFTWARE DEVELOPMENT AND LICENSE AGREEMENT N-01/01

         the MacroInstaller will launch the specific installer for the OS ,
         Language and Printer model selected.

         If the Mac OS is Mac OS X, the MacroInstaller will launch both, the Mac
         OS 9 and Mac OS X installer.

         Implementation notes

         The main pieces of the Mac OS X roll project will be:

         o MacroInstaller. Running on Mac OS 8.1 - 9.X and MAC OS X.

         o Adobe PS 8.7 driver customization running on Mac OS 8.1 - 9.X and
           Mac OS X emulation mode.

         o Laser Writer driver customization running on Mac OS X native mode
           based on PPDs + 2 plug-ins provided by ICD.

         Check Points

         Refer to the attached schedule

         QA testing

         Refer to the attached QA test plan.


                                       22
<PAGE>

OEM SOFTWARE DEVELOPMENT AND LICENSE AGREEMENT N-01/01

                                   EXHIBIT C

                                     Pricing

         NRE charges agreed upon by the parties amount to ______, which shall be
         paid by HP to SA, according to the following deliverables schedule
         (prior reception by HP of the appropriate invoice):

                  o $_____ upon execution of the Amendment by both parties,

                  o $_____ upon delivery of the Adobe PS 8.7 drivers for the CP
                    and 105X platforms and the delivery of the English Native
                    drivers for all platforms,

                  o $_____ upon delivery of the Macroinstaller and localized
                    native drivers for Mac OS X for all platforms.

         NRE fees are based on only two (2) builds per installer. Fees do not
         include shipping or customs fees for ICD printers sent to SA.


                                       23
<PAGE>

OEM SOFTWARE DEVELOPMENT AND LICENSE AGREEMENT N-01/01

                                   EXHIBIT D

                              Development Schedule

         CHECKPOINTS:

         1.-      Native Drivers and Emulation Drivers for the English
                  Localizations: April 22nd 2001

         2.-      Native Drivers and Emulation Drivers for the FIGS
                  Localizations: June 17th 2001

         3.-      Native Drivers and Emulation Drivers for th KJCT
                  Localizations: July 3rd 2001

         4.-      Final Gold Master CD with both Native and Emulation drivers
                  for the languages: August 1st, 2001


                                       24
<PAGE>

OEM SOFTWARE DEVELOPMENT AND LICENSE AGREEMENT N-01/01

                                   EXHIBIT E

                                  QA Test Plan

         Test plan for HP OSX project

         February 28, 2001

         The testing will be performed in several stages, based on the progress
         of the software development.

         There are 6 different installers that need to be made for English, plus
         the Macro installer. All of these will be localized. There are three
         printers, each printer will have an installer for OS8/9 and another for
         OSX.

         After each phase the installers will be placed on FTP for HP review.
         The version on FTP will be the version that had the testing performed.
         After placing on FTP we will make sure file decompresses and works as
         expected (to check for compression problems). An email will be sent to
         HP describing the drop on FTP and listing what has been tested, what
         needs to be tested, what has been fixed since last drop, and what items
         remain to be fixed.

         Durations are quoted in man-weeks.

         1-Testing _____ and _____ under Mac OS8/9

         The _____ and _____ installers were provided by HP, but were using an
         older version of AdobePS. We have updated these to use AdobePS 8.7 and
         re-assembled the installer. Other than the new AdobePS, the rest of the
         components that install are identical to the previously tested
         installer.

         There is no need to test the 800/5000 installers as they were already
         using the AdobePS 8.7 and no additional changes were necessary.

         This phase of the testing is for the English software, so it will be
         performed under English OS.

         OS         Test
         ----------------
         8.1        Basic test
         8.5.1      Basic test
         8.6.1      Not tested
         9.0.4      Basic test
         9.1        Not tested (will be tested in Phase 2 with OSX testing)

         The basic test will consist of the following
         -Software installs on a clean environment
         -Correct ICCs and PPDs are installing based on which model you select
         -Correct documentation is installed and can be accessed
         -HP options appear in Printer Specific Options page
         -Custom page sizes are included
         -Standard page sizes are all available

         Note - For the _____ and _____ we need to know what features are
         implemented in the PPD and if any plug-ins exist so we can test for
         these functions. We already know how the 800/5000 functions with the
         PPD and plug-ins, but for the other models we need to know what options
         are supported and what features are added.


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         -AdobePS 8.7 version is installing
         -Chooser allows printer to be configured
         -PPD is compatible with AdobePS 8.7, correct features must be available
         -Print from Simple text can be sent over network to printer
         -Print from Tier 1 over AppleTalk works

         Duration - 4 drivers need to be installed, each time on three different
         clean OSes. This should take 3 days per round of testing (about 90mins
         each). Several rounds may be necessary depending on what fixes are able
         to be incorporated into the installer.

         Note - we need to know what applications are considered Tier 1 for this
         phase. If it is only Adobe Illustrator 9 and Adobe Photoshop 6 then
         this will add 2 hours per platform per application to testing. Because
         of the long duration required to do a clean install and test each Tier
         1 application I propose that we limit the number of Tier 1 applications
         for this phase of testing, and also only perform it for one OS
         (OS9.0.4). This will add 2 additional days to the testing per round.

         This phase can begin immediately.

         2-Mac OSX testing

         The Mac OSX installer will not use the AdobePS, instead the Apple
         LaserWriter driver will be used. The installer will use the same PPDs
         and ICCs as the OS8/9 installer. During installation both a native and
         a classic driver will be installed (the classic driver will be the same
         as the OS8/9 driver). Apple LaserWriter comes pre-installed on OSX, so
         the sub-installer will only install the PPDs and ICCs.

         This phase of the testing is for the English software, so it will be
         performed under English OS.

         -Testing will be performed by launching sub-installer.
         -All three printers will be installed, each under a clean OS:
         2500/3500, 1050/1055, 800/5000.
         -Correct ICCs and PPDs are installing based on which model you select
         -Print from SimpleText can be sent to printer via AppleTalk. At this
         stage we will not be testing any client applications (Tier 1
         applications) or different I/O methods.
         -Correct documentation is installed and can be accessed. Links in help
         files work.

         Duration - We will have to do at least two rounds of this test. One
         round for the beta OSX and another round for the GM OSX. In addition, a
         round of testing will need to be performed whenever a new build is
         provided in order to confirm fixes. A single round will take 2 days.

         3-Client and I/O testing

         Full Client and I/O testing will only be performed with OSX. OS8/9
         testing will only be done with AppleTalk.

         The I/O testing will be performed for both OSX native, and OSX
         classic modes.

         Model           AppleTalk      IPP       USB       LPR
         ------------------------------------------------------
                         X              X
                         X              X
                         X              X         X
                         X              X                   X


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         Application          OSX Native    OSX Classic
         ----------------------------------------------
         SimpleText           X             X
         Adobe Illustrator    X             X
         Adobe Photoshop      X             X
         Adobe InDesign       X

         Note - we need a list of Tier 1 applications to use for this phase of
         testing. For OSX native we also need a beta copy of Adobe InDesign for
         OSX to use for testing purposes.

         -Software installs on a clean environment
         -Correct ICCs and PPDs are installing based on which model you select
         -Correct documentation is installed and can be accessed
         -HP options appear in Printer Specific Options page
         -Custom page sizes are included
         -Standard page sizes are all available
         -AdobePS 8.7 version is installing for Classic, but not for Native
         -Chooser allows printer to be configured

         For each model, all I/O methods will be tested from the specified
         client applications from a single clean environment. The clean
         environment won't be restored between each I/O method or between each
         client application.

         Duration - depends on the list of Tier 1 applications. With just
         Illustrator and Photoshop it will take 2 weeks per round of testing.

         4-Localization

         Only after all above testing is completed will the software be
         localized. For OS8/9 the software is already localized. For OSX the
         PPDs will be based on the OS8/9 PPDs provided by HP. The Macro
         installer will need to be localized. Help files (if any) also will need
         to be localized during this phase.

         Duration - 2 weeks (this time includes initial localization time and
         time to fix any found localization problems).

         5-Localization testing

         OS8/9 localization was already done and only minimal testing will be
         done to ensure product installs and runs. OSX localization needs more
         thorough testing of the installer and to ensure all components are
         localized, and that they are installed to the proper location. All
         localization testing will be done on a clean installation of a
         localized OS (so OSX French testing will be done on a French version of
         OSX with a French version of the sub-installer). Only minimal I/O and
         client testing will be performed on the localized versions.

                                    E   F    I    G    S    Cs   Ct   J    K
         -------------------------------------------------------------------
         9.0.4                      X   X    X    X    X    X    X    X    X

         OSX Native                 X   X    X    X    X              X

         OSX Classic                X   X    X    X    X              X

         -Testing will be performed by launching sub-installer from a
         localized OS


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OEM SOFTWARE DEVELOPMENT AND LICENSE AGREEMENT N-01/01

         -All three printers will be installed, each under a clean OS: _____,
         ____ and _____.
         -Correct ICCs and PPDs are installing based on which model you select
         -Print from SimpleText can be sent to printer via AppleTalk
         -Correct documentation is installed and can be accessed. Links in help
         files work
         -Localizable components are localized - software must have localized
         PPD and help files for all OSes, and for 9.0.4 and OSX Classic must
         have localized AdobePS and plug-ins
         -Localization is correct and there is no clipped text or untranslated
         text in any of the installer interface

         6-Testing Macro Installer

         The Macro installer needs to detect the OS version, OS locale, and
         prompt for what printer model to install. It should then launch the
         appropriate sub-installer. The sub-installers have already been tested
         under OS8 and OS9 in previous phases, so all we will test here is that
         the appropriate sub-installer is launched. We will not install the
         sub-installer components, only confirm that the correct one is
         launched. At this point the software of OSX will not be localized. For
         the OS8/9 we will use previously localized files. To test we each
         language we will install a clean localized OS for that language and
         make sure that language is properly detected and that the correct
         sub-installer is launched.

                                    E   F    I    G    S    Cs   Ct   J    K
         -------------------------------------------------------------------
         8.1                        X   X    X    X    X    X    X    X    X

         8.5.1                      X   X    X    X    X    X    X    X    X

         8.6.1                      X   X    X    X    X    X    X    X    X

         9.0.4                      X   X    X    X    X    X    X    X    X

         9.1                        X   X    X    X    X    X    X    X    X

         OSX Native                 X   X    X    X    X              X

         OSX Classic                X   X    X    X    X              X

         -Macro installer recognized what locale OS is and launches correct
         language sub installer for each model printer on a clean OS
         -Macro installer allows user to select which printer to install
         -For each OS, all three sub-installers will be launched without
         restoring a clean OS again Since we will not be running the
         sub-installer, the system will remain clean. We will only restore a
         clean OS each time we change language or OS version

         Duration - 45 clean OS8/9 installs and 6 clean OSX installs. OS8/9 will
         take about 2 weeks per round and OSX will take 1 week per round
         (additional time needed per clean OSX).

         This phase can begin once localization is complete.

         7-Final testing

         To ensure that all components are functioning, after localization every
         combination of OS version, OS language, Printer model and software
         language will be tested. The test will consist of the following steps.


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         -Launch Macro installer and make sure it detects OS language properly
         -Each model that is selected should launch correct sub installer
         -Correct components are installed
         -A small job can be sent and printed over the network
         -Localization is correct and there is no clipped text or untranslated
         text in any of the installer interface

         Duration - 3 weeks per round.


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OEM SOFTWARE DEVELOPMENT AND LICENSE AGREEMENT N-01/01

                                   EXHIBIT F

                                Account Managers

         HP:

         ___________
         Hewlett Packard Espanola, S.A.
         ___________



         Scanvec Amaible INC
         ___________


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OEM SOFTWARE DEVELOPMENT AND LICENSE AGREEMENT N-01/01

                                   EXHIBIT G

                               HP SOFTWARE LICENSE

         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 must return the
               product for a full refund.
               If the Software is supplied with another product, you may
               return the entire unused product for a full refund.

         HP Software Product License Agreement (HP DesignJet printer software)

               1. The license is granted in return for purchase of the
                  associated HP DesignJet printer or payment of the appropriate
                  fee as specified by HP.

               2. A nonexclusive license is granted to use the Software soley
                  for user's own internal business purposes on a single computer
                  connected to the single HP DesignJet printer purchased with
                  this Software.

               3. This license binds the customer who opens this Software
                  package and any transferee authorized pursuant to section 8
                  below. For purposes of this License:

               a)        The term "user" means such customer and any authorized
                         transferee;
                  and
               b)        The term "use" means storing, loading, installing,
                  executing, or displaying the Software.

               4. The Software may not be duplicated or copied except for
                  purposes of installing and using it according to the terms of
                  this License, or for archival, backup, error identification,
                  or replacement of defective media. All copies of the Software
                  must bear the copyright and other proprietary notices on or in
                  the original media as well as any restricted rights legends on
                  or in the original media.

               5. This License does not include the right to updates, upgrades,
                  or other enhancements. However, this License does apply to any
                  update, upgrade, or other enhancement provided by HP. HP
                  reserves the right to require an additional license and fee
                  for use of the Software on any upgraded computer, processor or
                  controller.

               6. This license confers no title or ownership in the Software,
                  and confers no rights whatsoever in any associated source code
                  or in any other intellectual property of HP or its third party
                  supplier(s). This License is not a sale of any rights in the
                  Software.

               7. The Software may not be disassembled, decompiled, decrypted,
                  or reverse engineered unless HP's prior written consent is
                  either obtained or not required by law. In some jurisdictions,
                  HP's consent may not be required for disassembly or
                  decompilation. Upon request, the user will provide HP with
                  reasonably detailed information regarding any disassembly,
                  decompilation, decryption, or reverse engineering.

               8. This License is transferable subject to HP's prior written
                  consent and payment to HP of any applicable transfer fee(s),
                  and subject to the transferee's agreement in writing to the
                  terms and conditions of this License. Upon any such transfer,
                  the transferor will immediately deliver


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OEM SOFTWARE DEVELOPMENT AND LICENSE AGREEMENT N-01/01

                  all copies of the Software to the authorized transferee, and
                  the transferor's rights under this License will automatically
                  terminate. This License is also binding on any involuntary
                  transferee.

               9. Any third party supplier of the Software may protect its
                  rights in the Software against violations of this License,
                  including any infringement of the third party supplier's
                  copyright(s).

              10. HP may terminate this License upon notice to the user for
                  failure to comply with this License. Immediately upon the
                  termination of the License, the user will destroy or return to
                  the License, the user will destroy or return to HP all copies
                  of the Software, including all copies from any adaptation into
                  which such copies are merged (except for individual pieces of
                  user data in a related database).

              11. If the Software is licensed for use by the U.S government,
                  the user agrees that the Software has been developed entirely
                  at private expense and is delivered as "Commercial Computer
                  Software" as defined in DFARS 252.227-7013 or as "Restricted
                  Computer Software" as defined in DFAR 52.227-19, as
                  appropriate:

              12. User may not export or re-export the Software or any copy or
                  adaptation in violation of any applications or regulations.

            Note: Adobe is a registered Trademark of Adobe Corporation. All
            other trademarks that appear in this document are hereby
            acknowledged.


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