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                                                                   EXHIBIT 10.29

                              TECHNOLOGY AGREEMENT


This agreement (the "Agreement") is made effective February 25, 1998 (the 
"Effective Date") by and between Eastman Kodak Company, 343 State Street, 
Rochester, NY 14650 ("Kodak") and Kofax Image Products, 3 Jenner Street, Irvine,
CA 92718 ("Kofax").

WHEREAS, Kodak owns certain adaptive threshold processing (ATP) technology 
which is a Kodak-patented algorithm that contains intelligent filters that 
dramatically lower the amount of image noise and which produces sharper, 
cleaner scans. (The filters also minimize artifacts on white-to-black and 
black-to-white transitions); and

WHEREAS, Kofax desires to incorporate such ATP technology into a chip known as 
KATE (Kofax Advanced Thresholding Engine); and

WHEREAS, Kodak is willing to license ATP technology for such use; and

WHEREAS, Kodak may wish to purchase KATE chips from Kofax; and

WHEREAS, Kofax is willing to sell KATE chips to Kodak; and

WHEREAS, Kofax desires to purchase certain ATP chips proprietary to Kodak from 
NEC/RYOSAN; and

WHEREAS, Kodak is agreeable to such purchase;

NOW THEREFORE, Kodak and Kofax have agreed as follows:

1.   LICENSE OF ATP TECHNOLOGY TO KOFAX

1.1  Kodak grants and agrees to grant to Kofax a nonexclusive, worldwide,
     royalty-bearing license to use the Kodak schematics to derive source code
     in VHDL format for Kodak ATP technology, but solely to incorporate Kodak
     ATP technology in net list form into the Kofax KATE chip, and to distribute
     the Kodak ATP technology, as so incorporated, to third parties. Kofax, in
     turn, will provide Kodak with the modified source code, with respect to the
     ATP technology, in VHDL format as implemented in the Kofax KATE chip and
     Kodak shall be the owner of such modified source code and net lists with
     respect to the ATP technology. Kofax shall be the owner of the KATE chip
     and retain all modifications and derivations thereof, excluding the ATP
     technology referred to above. Kofax has the right to use the ATP technology
     in KATE as specified above. This license also applies to bug fixes, new
     features and new software versions provided by Kodak hereunder; provided
     that Kodak reserves the right to negotiate a different royalty structure
     for new features and new software versions.     
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1.2   Kodak grants and agrees to grant to Kofax a nonexclusive, worldwide 
      license to use the Kodak ATP software, but solely (i) to demonstrate ATP 
      technology to third parties, and (ii) on a server or set up workstation 
      to download ATP technology to networked PCs.

2.    PURCHASE OF KATE CHIPS BY KODAK

2.1   Kofax agrees to sell KATE chips to Kodak. Kodak is, however, under no 
      obligation to purchase KATE chips.

2.2   It is understood by Kodak that, as of the Effective Date, the 
      specifications for KATE were not finalized.

      The parties agree to work cooperatively to incorporate maximum practical 
      value to Kodak in the KATE chip, including but not limited to, the desire 
      to incorporate backward compatibility with existing Kodak ATP chips.

2.3   KATE chips purchased by Kodak may be distributed to third parties only as 
      incorporated into a Kodak product. Under no circumstances may they be 
      sold as a stand-alone product.

2.4   Kodak may purchase KATE chips directly from Kofax. The parties will 
      investigate the possibility of Kodak purchasing KATE chips directly from 
      the Manufacturing foundry. Kodak shall purchase KATE chips at Kofax's 
      cost.

3.    SOURCING OF ATP CHIPS FROM NEC/RYOSAN

3.1   Subject to Kofax's compliance with the terms of this Section 3, and 
      payment of royalties as set forth in Section 5, Kodak authorizes Kofax to 
      purchase Kodak's ATP Chip, Kodak P/N/ 9B6927 (NEC P/N UPD65806GD-060-LML)
      directly from RYOSAN. Kodak will notify NEC/RYOSAN that Kofax is an 
      authorized purchaser.

      Order Placement Contact:
      Ryosan
      1220-2 Tebiro
      Kamakura-City
      Kanagawa, 248 Japan
      Attn: Mr. Norihiro Kimura
      Tel. 81-467-32-2316
      Fax. 81-467-32-1539

3.2   Kofax agrees that all claims for defective chips purchased by Kofax from 
      RYOSAN, and all communications relating to such defective chips will be 
      submitted through Kodak.


* Confidential Portions Have Been Omitted and Filed Separately with the
  Commission.

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4.   LICENSE FEES

4.1  Kofax will pay Kodak a one-time, non-refundable, non-creditable technology 
     license fee of [ * ] due and payable prior to first customer shipment by 
     Kofax of a production product containing ATP technology.

4.2  Kofax will pay Kodak a one-time, non-refundable, non-creditable software 
     license fee of [ * ] due and payable prior to first customer shipment by 
     Kofax of a production product containing ATP software technology.

4.3  Should Kodak elect to purchase KATE chips, Kodak will pay Kofax a 
     one-time, non-refundable, non-creditable technology license fee of [ * ] 
     due and payable prior to first customer shipment by Kodak of a product 
     containing a KATE chip.

5.   ROYALTIES

5.1  For the license granted in Section 1.1, Kofax shall pay to Kodak a per 
     unit royalty for each unit of KATE produced by or for Kofax and sold to 
     parties other than Kodak.

          Cumulative Units of Kate                   Per Unit Royalty    
          ------------------------                   ----------------

         [                              *                            ]

5.2  For each ATP chip purchased by Kofax under Section 3, Kofax shall pay 
     Kodak a per unit royalty as follows:

          Cumulative Units of ATP Chips               Per Unit Royalty 
          -----------------------------               ----------------

          [                              *                            ]

* Confidential Portions Have Been Omitted and Filed Separately with the
  Commission.
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5.3  For each unit of KATE purchased by Kodak, Kodak shall pay Kofax a per unit 
     royalty as follows:

          Cumulative Units of KATE                   Per Unit Royalty    
          ------------------------                   ----------------

         [                              *                            ]

6.   COST AND MINIMUM ORDER QUANTITY, ATP CHIPS

6.1  Kofax may purchase ATP chips from NEC/RYOSAN at the same per unit price as 
     is charged Kodak. Such price is currently as follows:

          Cumulative Volume                          Unit Price (Yen) 
          -----------------                          ----------

         [                              *                            ]

6.2  Minimum order quantity is 100 pieces.

6.3  The pricing above is based on stair-step pricing and is cumulative over 
     the term of the agreement.

7.   PAYMENT AND AUDITING

7.1  Royalty reports and royalty payments shall be made thirty (30) days after 
     the close of the calendar quarter in which the royalties accrued. Each 
     report shall show the royalty calculation.

     Contacts for Royalty Payments and Invoices:
     ------------------------------------------
     For Kodak:                                   For Kofax:
     Ms. Patricia Young                           Ms. Karen Rickerson
     Eastman Kodak Company                        Kofax Image Products
     343 State Street                             3 Jenner Street
     Rochester, NY 14650-0907                     Irvine, CA 92718


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7.2  Audit. Each party agrees to allow a mutually acceptable, independent, 
     certified public accountant to audit its accounting records upon which the 
     royalty reports are based, provided that such accountant shall hold such 
     records in strictest confidence except as necessary to provide a summary 
     report on the accuracy of such royalty reports. Any such audit shall be 
     permitted within thirty (30) days of receipt of a written request to 
     audit, during normal business hours, at a time mutually agreed upon. The 
     cost of such audit will be borne by the auditing party. Audits shall not 
     be made more frequently than annually and shall not unreasonably interfere 
     with normal business activities. The determination of the payments due 
     under this Agreement shall be deemed conclusive unless, within twelve (12) 
     months from date of payment, notification is made in writing of any 
     probably error in such payments disclosed by royalty reports or an 
     inspection by such audit.

8.   DISCLOSURE

8.1  Kofax is authorized by Kodak to reveal to any third party as they deem 
     necessary, or as may be required by law, the inclusion of Kodak ATP 
     technology in KATE. Kofax will advise Kodak when a third party has been 
     disclosed.

8.2  With at least sixty (60) days prior written notice to Kofax, Kodak may 
     make a public announcement of the fact that Kodak ATP technology is 
     incorporated into Kofax products.

8.3  With at least sixty (60) days prior written notice to Kodak, Kofax may 
     make a public announcement of the fact that Kodak ATP technology is 
     incorporated into Kofax products.

8.4  The specific details of this Agreement will not be shared by either party 
     without the written consent of the other party.

9.   MARKETING

9.1  Neither party has any obligation to use the other party's products or 
     technologies, however, it is understood that it is Kofax's intention to 
     use Kodak ATP technology, ATP software, and ATP chips.

9.2  Kofax, once it has commenced use of Kodak ATP technology, ATP software, or 
     ATP chips shall give Kodak a minimum of sixty (60) days prior written 
     notice before discontinuing their use.


* Confidential Portions Have Been Omitted and Filed Separately with the
  Commission.

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10.     SIMILAR TECHNOLOGIES

        Nothing herein shall be construed as preventing either party from 
        obtaining from third parties or developing or having developed 
        technologies similar in function to those provided hereunder by the 
        other party, without reliance upon any intellectual property rights of 
        the other party.


11.     WARRANTS

11.1    Each party warrants that it has all rights necessary to grant to the 
        other party the rights and licenses granted herein.

11.2    DISCLAIMER OF WARRANTY. THE FOREGOING WARRANTIES ARE THE SOLE AND 
        EXCLUSIVE WARRANTIES GIVEN BY EITHER PARTY IN CONNECTION WITH THIS 
        AGREEMENT,  EXPRESS OR IMPLIED, AND EACH PARTY DISCLAIMS ALL IMPLIED 
        WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS 
        FOR A PARTICULAR PURPOSE.


12.     INDEMNIFICATION

        Each party will defend, indemnify, and hold harmless the other party 
        against any claim that any products, software, or technologies 
        (collectively, "Products") as delivered by one party to the other party 
        directly infringe any third party's patent, copyright or trade secret.

        A party's obligation to defend, indemnify and hold harmless the other 
        party will be subject to the following terms and conditions:

        (a)  The obligation will arise only if the indemnified party gives the 
             indemnifying party prompt notice of the infringement claim and 
             grants the indemnifying party, in writing, exclusive control 
             over its defense and settlement;

        (b)  The obligation will cover only the Products as delivered by one 
             party to the other party, and not to any correction, modification, 
             or addition made by anyone, whether with or without authorization, 
             where the product without such correction, modification or 
             addition would not infringe;

        (c)  The obligation will not cover (i) any claim based on the use of any
             of the Products to practice a process or the furnishing of any
             information, service, or technical support, or (ii) any claim that
             any of the Products infringes any third party's rights as used in
             combination with any products not supplied by the party which
             supplied the Products, if that claim could have been avoided by the
             use of the Product without combination with other products;



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     (d)  Should a party's use of any such Products or any part thereof be 
          enjoined, or in the event that the party supplying Products desires to
          minimize its liability hereunder, the supplying party will, at its
          option and expense: (i) procure a license from the person claiming or
          likely to claim infringement; (ii) modify the Products, as
          appropriate, to avoid the claim of infringement, as long as
          modification for this purpose does not materially impair the operation
          thereof; or (iii) substitute fully equivalent non-conforming Products
          for the infringing items. If none of the foregoing is feasible, either
          party may terminate this Agreement.

     THE FOREGOING STATES SUPPLIER'S EXCLUSIVE OBLIGATION WITH RESPECT TO 
     CLAIMS OF INFRINGEMENT OF PROPRIETARY RIGHTS OF ANY KIND.

13.  PROTECTION OF SCHEMATICS/SOURCE CODE AND OTHER CONFIDENTIAL INFORMATION

     Kofax understands that the schematics/source code of ATP software, and the 
     net lists provided hereunder (the "Materials") contain valuable 
     proprietary and confidential information of Kodak and therefore agrees:

     (a)  to use the Materials only in accordance with the terms of this 
          Agreement;

     (b)  to limit access to those employees who are directly involved in 
          accomplishment of such purposes;

     (c)  to include on all copies of Materials the copyright and proprietary 
          information notices of Kodak;

     (d)  to take appropriate action, by instruction, agreement, or otherwise, 
          with any person having access to Materials to enable Kofax to satisfy 
          its obligations under this Agreement;

     (e)  to protect the Materials from disclosure using at least the same 
          degree of care Kofax uses to protect its own information of similar 
          nature and value.

     OTHER CONFIDENTIAL INFORMATION

          Other confidential information to be shared under this Agreement 
          shall be governed by the terms and conditions of the Confidentiality 
          Agreement signed by the parties on January 25, 1997, with the 
          following amendments:

          1.   Paragraph 2 shall also include ATP Technology.

          2.   Paragraph 3 shall also include KATE.



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          3. Subparagraph 5(b) is deleted and replaced with the following:
          "disclosed during the term of the Technology Agreement (TA) between 
          the companies dated _______________."

          4. Paragraph 6 is modified as follows:
          "...expires 2 years after the Effective Date." is modified to 
          "...expires five (5) years after the termination of the TA."

14.  LIMITATION OF LIABILITY

     NEITHER PARTY SHALL BE LIABLE FOR ANY SPECIAL, INCIDENTAL, OR 
     CONSEQUENTIAL DAMAGES EVEN IF INFORMED OF THE POSSIBILITY THEREOF IN 
     ADVANCE.

15.  TERM

     This Agreement shall be effective on the Effective Date and shall 
     terminate on the fifth anniversary thereof unless earlier terminated as 
     set forth below.

16.  TERMINATION

16.1 Causes for Termination

     16.1.1    As provided in Section 15.

     16.1.2    By only the non-breaching party on the thirtieth (30th) day 
               after either party gives the other notice of a material breach 
               by the other of any terms or conditions of this Agreement, 
               unless the breach is cured prior to that day.

16.2 The Effect of Termination

     16.2.1    All licenses granted the breaching party shall immediately 
               terminate, provided that the rights of the purchasers of 
               products incorporating the technology shall continue for such 
               products purchased prior to termination of this Agreement.

     16.2.2    All rights granted the breaching party to purchase the other 
               party's technology, directly or indirectly, shall terminate 
               immediately.

     16.2.3    All accrued royalties shall be immediately due and payable.



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       16.2.4        The breaching party shall have sixty (60) days in which to
                     dispose of inventory containing the non-breaching parties'
                     technology after which time the breaching party may not
                     transfer such inventory to any third party.

       16.2.5        All outstanding orders for the non-breaching party's
                     technology, direct or indirect, shall be immediately
                     canceled.

       16.2.6        All provisions of this Agreement which by their nature
                     should survive termination shall survive termination.

       16.2.7        The breaching party shall, within thirty (30) days of
                     termination, return to the other party all of the other
                     party's information, documentation, and technology in its
                     possession or under its control.


17.    GENERAL PROVISIONS

17.1   Assignment. Neither party may assign any rights or delegate any duties
       under this Agreement by operation of law or otherwise without the other
       party's prior written consent, and any attempt to do so without that
       consent will be void. Subject to the foregoing, this Agreement will bind
       and inure to the benefit of the parties and their respective successors
       and permitted assigns.

17.2   Choice of Law. Notwithstanding the place where this Agreement is
       executed, or where obligations under this Agreement are performed, the
       parties expressly agree that this Agreement and any claim or controversy
       arising out of or relating to rights and obligations of the parties under
       it will be governed by and construed in accordance with the substantive
       laws of the State of New York, without regard to its conflicts of laws
       principles or the provisions of the United Nations Convention on
       Contracts for the International Sale of Goods or the United Nations
       Convention on the Limitation Period in the International Sale of Goods,
       as each is amended; and all actions arising out of or related to this
       Agreement, the performance or breach of it or any warranties under it
       must be filed in the New York State Courts with jurisdiction in Monroe
       County, New York or in the United States District Court of the Western
       District of New York. The parties hereby submit to the nonexclusive
       personal jurisdiction of, and waive any objection against, the
       aforementioned Courts.

17.3   Amendment. This Agreement may be amended or supplemented only by a
       writing that refers explicitly to this Agreement and that is signed on
       behalf of both parties. No purchase order, invoice or similar document
       which is in conflict with or inconsistent with this Agreement will affect
       this Agreement even if accepted by the receiving party.

17.4   Waiver. No waiver will be implied from conduct or failure to enforce
       rights. No waiver will be effective unless in a writing signed on behalf
       of the party against whom the waiver is asserted.



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17.5   Contingencies. Neither party will have the right to claim damages or to
       terminate this Agreement as a result of the other party's failure or
       delay in performance due to circumstances beyond its reasonable control,
       such as labor disputes, strikes, lockouts, shortages of or inability to
       obtain labor, energy, components, raw materials or supplies, war, riot,
       insurrection, epidemic, act of God, or governmental action not the fault
       of the non-performing party.

17.6   Severability. If any part of this Agreement is found invalid or
       unenforceable, that part will be enforced to the maximum extent permitted
       by law, and the remainder of this Agreement will remain fully in force.

17.7   Equitable Relief. Either party may apply for injunctive, preliminary, or
       other equitable relief to remedy any actual or threatened dispute
       hereunder.

17.8   Entire Agreement. This Agreement, including all Schedules hereto, which
       are hereby incorporated by reference, represents the entire agreement
       between the parties relating to its subject matter and supersedes all
       prior representations, discussions, negotiations and agreements, whether
       written or oral.

17.9   Notices. All notices, reports, requests, approvals, and other
       communications required or permitted under this Agreement must be in
       writing. They will be deemed given when (a) delivered personally, (b)
       sent by commercial overnight courier with written verification or
       receipt, (c) upon receipt or refusal of receipt if sent by registered or
       certified mail, postage prepaid or (d) facsimile onto confirmation of
       successful transmission. All communications must be sent to the receiving
       party's Initial Address for Notice on the signature pages or to any other
       address that the receiving party may have provided for purposes of notice
       by notice as provided in this paragraph.

17.10  Fees. In any suit to enforce this Agreement, the prevailing party will
       have the right to recover costs and reasonable fees of attorneys,
       accountants and other professionals, including costs and fees on appeal.

17.11  Relationship of Parties. The parties to this Agreement are independent
       contractors. There is no relationship of agency, partnership, joint
       venture, employment or franchise between the parties. Neither party has
       the authority to bind the other or to incur any obligation on its behalf.

17.12  Paragraph Headings and Language Interpretation. The paragraph headings
       contained herein are for reference only and shall not be construed as
       substantive parts of this Agreement. The use of the singular or plural
       form shall include the other form, and the use of the masculine, feminine
       or neuter gender shall include the other genders.



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17.13   Conflicts in Documentation. In case of any conflicts between this 
        Agreement and any prior agreements on the same subject, Purchase 
        Orders, acceptances, correspondence, memoranda, listing sheets and 
        other documents, this Agreement shall govern and prevail, and the 
        conflicting terms and conditions of any such documents shall be deemed 
        deleted and shall not be binding upon either party.

IN WITNESS WHEREOF, the parties have executed this Agreement through their duly 
authorized representatives as of the Effective Date set forth above.


KOFAX IMAGE PRODUCTS                      Initial Address for Notice:

By: /s/ DAVID S. SILVER                   3 Jenner Street
    ---------------------------------     Irvine, CA 92718

Name:  Mr. David S. Silver                Attn: President, Kofax Image Products
       ------------------------------     Fax: 714-727-3144

Title: Chief Executive Officer, 
       President



EASTMAN KODAK COMPANY                     Initial Address for Notice:

By: /s/ CANDY OBOURN                      343 State Street
    ---------------------------------     Rochester, NY 14650

Name:  Ms. Candy Obourn                   Attn: President, Business Imaging
       ------------------------------           Systems

Title: President, Business Imaging
       Systems






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