OEM AGREEMENT



This OEM Agreement ("Agreement") is made and entered into effective as of the

1st day of July, 1999, by and between Artifex Software Inc., a California

corporation with its principal place of business located at San Rafael,

California ("Supplier") and ITEC, with its principal place of business located

at San Diego, California ("Distributor").



Distributor intends to create and offer licenses for a product Host and/or

Embedded PCL interpreter and supporting host products, a general description of

which appears in Exhibit B hereto, and which will incorporate certain software

licensed by Supplier, a general description of which appears in Exhibit A hereto

(the "Software"), and associated documentation (the "Documentation", as defined

in Section 2.3 hereof) (collectively, the "Product"). Supplier wishes to grant

to Distributor the right to incorporate the Software in the Product and

distribute copies of the Software as incorporated in the Product, and

Distributor wishes to acquire same.



NOW, THEREFORE, the parties hereto agree as follows:



1.       General Terms and Conditions.



         (a) Grant of License to Distributor. Subject to the terms and

conditions contained in this Agreement, Supplier hereby grants to Distributor

and Distributor hereby accepts for the term of this Agreement the license rights

described below. Such rights shall not be subcontracted, sublicensed, assigned

or otherwise transferred, except with the prior written consent of Supplier, or

as may be otherwise set forth in Section 16 hereof or Section D-1 of Exhibit D

hereto. Supplier grants to Distributor a non -exclusive, nontransferable,

license and right throughout the world to:



            (i) modify the source code for the Software to produce such changes

to the source code as may be necessary to ensure compatibility with the Product;



            (ii) reproduce copies of the object code (binary)version of the

Software and the Documentation provided (in whole or in part) as modified under

(i) above (such copies to be referred to collectively herein as "Licensed

Copies"), provided that each unit of any Product incorporating the Software (A)

shall incorporate the Software into the Product in such a way that the Software

shall not be available to the user on a stand-alone or independent basis, (B)

shall comply with Section l(e) below, and (C) shall comply with either Section

l(f) below (in the case of demonstration copies) or Section D-2 of Exhibit D

hereto (in the case of all other copies) (such copies to be referred to

collectively herein as "Licensed Copies"); and



            (iii) market and distribute the Licensed Copies directly and through

Distributor's Third Party Resellers (as defined in subsection (c) below). No

right is granted to distribute the source code for the Software.



         (b) Ownership of Modifications. Any modifications, adaptations or

derivative works made from the source code for the Software will be owned as set

forth in this section. For the purposes of this section, a "Bug" is a

reproducible defect in the Software that causes the Software to fail to conform

to its written specifications; a "Bug Fix" is a modification to the source code

of the Software that removes a Bug. All Bug Fixes made by Distributor shall be

reported by Distributor to Supplier and will be owned by Supplier and licensed

to Distributor subject to this Agreement. Distributor agrees to assign, and



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hereby does assign and transfer, all right, title and interest in such Bug

Fixes, including all intellectual property rights therein, to Supplier. All

other modifications, adaptations, and derivative works of the source code

licensed under this Agreement made by Distributor shall be owned by Distributor.



         (c) Third Party Resellers. Distributor shall have the right to appoint

Third Party Resellers subject to the conditions hereafter in subsection (e) to

market and distribute the Product, provided that Distributor shall have executed

a written sub-distribution agreement with each such Third Party Reseller, which

sub-distribution agreement shall contain (i) provisions set forth in Section

D-3.4 of Exhibit D hereto (Records) and Sections 1(d) (Export Control), 1(e)

(End -Users; Notices), 6 (Product Warranty), 7 (Distributor Disclaimer), 9

(Proprietary Rights), 10 (Confidentiality), 12 (Effect of Termination), 14

(Governing Law), and 18.4 (Government Restricted Rights) hereof, (ii) a

provision prohibiting such Third Party Reseller from sublicensing the rights

granted to it in that agreement, and (iii) an express acknowledgment by such

Third Party Resellers that if this Agreement shall terminate for any reason,

then such sub-distribution agreements shall automatically terminate without

further action on the part of Distributor or Supplier. End user licenses granted

during the term shall survive any such termination. Distributor shall remain

responsible for all of its obligations under this Agreement notwithstanding any

sub-distribution agreement. Distributor will use its best efforts to ensure that

all Third Party Resellers abide by the terms of the sub-distribution agreements

between Distributor and such Third Party Resellers, and, upon Supplier's

request, will keep Supplier apprised of its activities to enforce such

provisions with particular Third Party Resellers as they pertain to the

Software. In addition, Distributor shall ensure that Supplier will have the

right to enforce such agreements as a third party beneficiary, and Distributor

agrees that (i) Supplier may join Distributor as a named plaintiff in any suit

brought by Distributor against Third Party Resellers relating to the Software

and (ii) Distributor will take such other actions, give such information and

render such aid, as may be reasonably necessary to allow Supplier to bring and

prosecute such suits.



         (d) Export Control. Distributor agrees that it and its Third Party

Resellers will comply with all relevant laws regarding export of the Software

and of the immediate product (including processes and services) produced

directly by use of the Software. Distributor will indemnify Supplier and hold it

harmless from any claim that Distributor or its Third Party Resellers have

breached this section.



         (e) End-Users Notices. Distributor shall ensure that each end -user of

the Product is bound by a software license agreement that includes provisions

substantially similar to those of Exhibit C hereto and that is applied to both

the Software and the Documentation. Distributor shall use its best efforts to

ensure that all Third Party Resellers also comply with this requirement.

Distributor shall reproduce, on each copy of the Product and any documentation

supplied with the Product, wherever a copyright notice including the

Distributor's own name appears, the copyright notice(s) specified in Exhibit A

hereto. Upon Supplier's request, Distributor will keep Supplier apprized of its

activities to enforce such end user license agreements with particular end users

as they pertain to the Software. In addition, Distributor shall ensure that

Supplier will have the right to enforce such agreements as a third party

beneficiary, and Distributor agrees that (i) Supplier may join Distributor as a

named plaintiff in any suit brought by Distributor against end users and (ii)

Distributor will take such other actions, give such information and render such

aid, as may be reasonably necessary to allow Supplier to bring and prosecute

such suits.



         (f) Demonstration Copies. Subject to the other terms and conditions

hereof, Distributor shall have the right to provide fully functional

demonstration copies of the Product to end users at a charge covering only

shipping, handling, and media costs. The number of such demonstration copies

distributed in any given calendar year shall not exceed fifty (50) or five

percent (5%) of the total number of Licensed Copies distributed within that

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