VISIONEER INC, 10-Q/A, 1997-02-21

VISIONEER INC
10-Q/A, 1997-02-21
COMPUTER PERIPHERAL EQUIPMENT, NEC

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q/A-2

[X] AMENDMENT TO QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED
SEPTEMBER 30, 1996.

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _________ TO
__________.

COMMISSION FILE NUMBER 0-27038

VISIONEER, INC.
(Exact name of registrant as specified in its charter)

Delaware 94-3156479
(State or other jurisdiction (IRS Employer Identification
of incorporation or organization) Number)

34800 CAMPUS DRIVE
FREMONT, CALIFORNIA 94555
(Address of principal executive offices and zip code)

(510) 608-0300
(Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

[X] Yes [_] No

The number of shares of the registrant's Common Stock, $.001 par value,
outstanding as of October 31, 1996 was 19,182,608.

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The Undersigned Registrant hereby amends Part II, Item 6 of
its Quarterly Report on Form 10-Q/A for the quarter ended September 30, 1996, as
set forth below:

PART II. OTHER INFORMATION

ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

EXHIBIT NO. DESCRIPTION

10.19+ Software License Agreement dated August 14, 1996
between the Registrant and Hewlett-Packard.

11.1(1) Statement of Computation of Net Loss per Common
Shares and Equivalents.

27.1(1) Financial Data Schedule.

+ An "XXXX" on such exhibit indicates that confidential material has been
omitted and filed separately in a Request for Confidential Treatment with the
Securities and Exchange Commission.

(1) Incorporated by reference from the Registrant's Quarterly Report on Form
10-Q for the quarter ended September 30, 1996, filed with the Securities
and Exchange Commission on November 14, 1996.

(b) Reports on Form 8-K

On October 30, 1996, the Company filed a Form 8-K regarding the
adoption of a Preferred Shares Rights Plan and the declaration of a dividend of
one preferred share purchase right for each outstanding share of Common Stock
held by stockholders of record on November 11, 1996.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized, in Fremont, California on this 21st day
of February, 1997.

VISIONEER, INC.

By: /s/ Geoffrey C. Darby
--------------------------
Geoffrey C. Darby
Vice President of Finance and
Administration and
Chief Financial Officer (Principal
Financial and Accounting Officer)

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EXHIBIT INDEX

Exhibit No.

10.19+ Software License Agreement dated August 14, 1996 between
the Registrant and Hewlett Packard.

11.1(1) Statement of Computation of Net Loss per Common Shares and
Equivalents.

27.1(1) Financial Data Schedule

+ An "XXXX" on such exhibit indicates that confidential material has been
omitted and filed separately in a Request for Confidential Treatment with the
Securities and Exchange Commission.

(1) Incorporated by reference from the Registrant's Quarterly Report on Form
10-Q for the quarter ended September 30, 1996, filed with the Securities
and Exchange Commission on November 14, 1996.

<PAGE> 1

AN "XXXX" INDICATES THAT CONFIDENTIAL MATERIAL HAS BEEN OMITTED AND FILED
SEPARATELY IN A REQUEST FOR CONFIDENTIAL TREATMENT WITH THE SECURITIES AND
EXCHANGE COMMISSION

Exhibit 10.19

SOFTWARE LICENSE AGREEMENT

THIS SOFTWARE LICENSE AGREEMENT (this "Agreement") is made as of August 14,
1996, by and between HEWLETT-PACKARD COMPANY, a California corporation ("HP"),
having an office at 11413 Chinden Boulevard, Boise, Idaho 83714 and Visioneer,
Inc. a Delaware corporation ("Licensor" or "Visioneer") with its principal place
of business at 2860 W. Bayshore Road Palo Alto, California 94303.

1. DEFINITIONS

1.1. "Program" shall mean the version of Licensor's software
program(s) listed and described in Exhibit A1 and Exhibit A2
hereto, including all Bug Fixes, Revisions, Localized Versions
and Customized Versions provided for under the terms of this
Agreement.

1.2. "Bug Fixes" shall mean all modifications and error corrections
created by or for Licensor to released version(s) of the
Program with the intent of fixing the Program to function as
described in Exhibit A1 and Exhibit A2.

1.3. "Revision" shall mean a version of the Program which contains
substantial Bug Fixes and is designated by Licensor by a
number on the right of the decimal point (e.g. Version 1.X).

1.4. "Base Upgrade" shall mean Visioneer-branded software products
which contains enhancements to the Program (which might
include additional third-party software) which would bring the
Program software to the same level of functionality as the
most currently shipping Visioneer software routinely bundled
with comparable Visioneer-branded hardware.

1.4.1. From time to time, software that used to be
considered an "Enhanced Upgrade" may migrate into a
"Base Upgrade." Conversely, software that used to be
considered a "Base Upgrade" may migrate into an
"Enhanced Upgrade."

1.4.2. "Comparable" is intended to avoid comparing products
targeted to a high-end premium market to products
targeted at low-end minimum function markets from a
features versus margins perspective.

1.5. "EnhancedUpgrade" shall mean Visioneer-branded software
products (that includes components that are not bundled with
the currently shipping Visioneer hardware) which contains
enhancements to the Program (which might include additional
third-party software) which would bring the Program software
to a significantly higher level of functionality than the most
currently shipping Visioneer software routinely bundled with
Visioneer-branded hardware.

1.6. "Upgrades" shall mean both Base Upgrade and Enhanced Upgrade
unless otherwise stated.

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1.7. "Localized Version" shall mean a version of the Program
provided for in Section 3.7.

1.8. "Customized Version" shall mean a version of the Program
provided for in Sections 4.6 and 4.7.

1.9. "Documentation" shall mean such on-line help, tutorials,
manuals and other standard end-user and technical
documentation that Licensor makes available with a Program,
including amendments and revisions thereto.

1.10. "CompleteCopy" of a Program shall include (i) a master copy of
the Program in object code form on media requested by HP which
substantially conforms to the specifications set forth in the
Documentation, (ii) all Documentation and technical manuals
for the Program in manuscript and digital form on media
requested by HP, and (iii) any other documentation and
information regarding the Program which HP reasonably requests
to accomplish evaluation and use of the Program as
contemplated herein.

1.11. "HP Product" shall mean the HP scanner products designated in
Exhibit A3.

1.12 "License Fee" shall mean the amounts set forth in Exhibit B
payable to Licensor by HP for the right to distribute and
sublicense the Program and associated user Documentation as
contemplated herein.

1.13. "Subsidiary" shall mean any entity of which more than fifty
percent (50%) of the voting rights are owned or controlled,
directly or indirectly by HP; provided, however, that such
entity shall be deemed to be a Subsidiary only for so long as
such ownership or control exists.

2. DELIVERY AND ACCEPTANCE

2.1. Delivery. Licensor agrees to deliver to HP a Complete Copy of
each Program listed in Exhibit A1 and Exhibit A2 pursuant to
the milestones set out in Exhibit A1 and Exhibit A2.

2.2. Acceptance. Acceptance criteria are set forth in Exhibit C.

3. RIGHTS GRANTED AND RESTRICTIONS

3.1. License to the Program Object Code. Subject to the terms and
conditions of this Agreement, Licensor hereby grants to HP and
its Subsidiaries the following licenses to the Program Object
Code:

3.1.1. A non-exclusive, non-assignable, worldwide
royalty-bearing license to use, reproduce, have
reproduced, display, and distribute the Program in
object code format for use solely in conjunction with
the HP Product purchased by the end user and sold
together with the Program. This license includes

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the right to distribute Bug Fixes and Revisions in
object code format for use solely in conjunction with
HP Product purchased by the end user. HP shall notify
Visioneer at the time it starts to ship the Program
bundled with a particular HP Product. Likewise, HP
shall notify Visioneer at the time it stops bundling
the Program with an HP Product.

3.1.2. A non-exclusive, non-assignable, worldwide
royalty-bearing license to use, display and
distribute Base Upgrades in object code format for
use solely in conjunction with the HP Product
purchased by significant end users in connection with
a "Big Deal" (as defined in Section 6.1.1.1 in
Exhibit B) and sold bundled together with the Base
Upgrade or as provided in Section 3.2 of Exhibit F.

3.1.3. The licenses granted in this Agreement shall not
include the right to distribute the Program as a
stand-alone product, or to distribute Enhanced
Upgrades. The licenses granted in this Agreement
shall include the right of HP to sublicense its
distributors, resellers, and other third parties to
achieve the rights granted. The Program and Base
Upgrades will be licensed to applicable end users
pursuant to the same terms and restrictions as HP
uses for its software, including at a minimum, the
restrictions set forth in Section 3.5, unless
otherwise agreed in writing between the parties. HP's
current form software license terms are attached
hereto as Exhibit G.

3.2. License to the Documentation. Subject to the terms and
conditions of this Agreement, Licensor hereby grants to HP and
its Subsidiaries a non-exclusive, non-assignable, worldwide
royalty-bearing license to use, modify, reproduce, have
reproduced, display, translate and distribute the
Documentation for use with a Program. Such license shall
include the right of HP to sublicense it's distributors,
resellers, and other third parties to achieve the foregoing.

3.3. File Format and API License Ownership. Visioneer grants HP and
its Subsidiaries a non-exclusive, non-assignable royalty-free
license to use the PaperPort file format (*.Max) and the
PaperPort Software Developers Kit (SDK) to develop links as
additional features to the Programs consistent with terms of
this agreement including the restrictions set forth in Section
3.5.

3.4. Third Party Software. Licensor acknowledges that HP intends to
license third party OCR software for use with the Program.
Licensor agrees to provide reasonable assistance to integrate
such OCR software into the Program as set forth in Exhibit I.

3.5. Restrictions. Neither HP nor its Subsidiaries, shall reverse
engineer, disassemble, or decompile the Program or Base
Upgrades to create derivative works thereof or to derive
source code. HP shall at all times obtain written agreement
with it's distributors, resellers or other third parties that
these parties will adhere to these restrictions and the
provisions of Section 9 (CONFIDENTIAL INFORMATION)

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of this Agreement, if applicable. End users shall be licensed
pursuant to the HP shrink-wrap license agreement.

3.6. Trademarks. Neither party is granted any right or interest to
the trademarks, marks or trade names (collectively, "Marks")
of the other party. Neither party may use the other's Marks
without the prior written consent of the other party.
Notwithstanding the foregoing, Licensor agrees that HP may use
Licensor's name and the Program and Base Upgrades name in
identification of the existence of the Program or Base
Upgrades as bundled with the HP Product as permitted under
this Agreement and as set forth in Exhibit E. HP shall not
alter or remove any Marks or copyright notices applied by
Licensor to the Program, Base Upgrades or Documentation,
without Licensor's prior written consent.

3.7. Non-EFIGSZ Localized Versions.

3.7.1. License to HP. Licensor hereby grants to HP and its
Subsidiaries a non-exclusive, non-assignable,
worldwide license to use and modify the Program and
associated Documentation, in order to accomplish the
Non-EFIGSZ localization strategies set forth in
Exhibit J1 and Exhibit J2. HP may subcontract its
localization efforts to achieve the foregoing subject
to this license and the confidentiality restrictions
herein. Under such license, Licensor will provide HP
with all necessary components of the Program and any
related compilers, utilities, listings or other
materials necessary for HP to create such localized
versions of the Program (including any such materials
set out in Exhibit J1 and Exhibit J2).

3.7.2. License to Visioneer. HP hereby grants Licensor an
irrevocable, non-exclusive, worldwide, royalty-free
license, with right of sublicense, to use, reproduce,
display, distribute and make modifications to all
such localized versions of the Program, provided such
license shall become effective, excluding the right
of sublicense to Visioneer's OEMs, with respect to
each language upon Visioneer's payment of XXXXX of
HP's out-of-pocket costs for such language as
specified in Section 4.2 of Exhibit B, and such
license shall include the right of sublicense to
Visioneer's OEMs upon Visioneer's payment of the
remaining XXXXX of HP's out-of-pocket costs for each
such language as specified in Section 4.2 of Exhibit
B. Nothing contained in this Section 3.7.2 shall
grant HP the right to distribute the Program or
software code owned and/or developed by Visioneer
after termination of the license granted in Section
3.7.1 of this agreement.

4. PROGRAM MAINTENANCE AND SUPPORT

4.1. Maintenance and Support.

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4.1.1. Licensor agrees to provide the ongoing maintenance
and support for the Program as set forth in Exhibit
D. Licensor agrees to maintain such number of
qualified personnel as is necessary to provide such
timely and knowledgeable maintenance and support
service.

4.1.2 Licensor shall provide the ongoing maintenance and
support for the Program as set forth in Exhibit D for
one year after the Program is no longer
commercialized by HP as part of an HP Product at no
charge. After that date, Licensor shall be paid its
standard rate for time and materials for such support
provided that under no circumstances shall such time
and materials rates exceed the lowest rate Licensor
gives to any other similar customer or licensee.

4.2. TechnicalAssistance and Training. Licensor agrees to provide
such technical assistance and training to HP personnel as may
be reasonably requested in order for HP to use, reproduce,
bundle, distribute, and support the Program as contemplated
herein or as further set forth in Exhibit D. Licensor grants
HP the royalty-free right to reproduce, edit, modify, publish,
reprint, use, distribute, and sell in HP s name all training
classes, methods and materials supplied by Licensor to HP,
provided HP shall not remove any copyright notices from such
materials.

4.3. Bug Fixes. Bug Fixes will be made available to HP as set forth
in Exhibit D.

4.4. Revisions. Distribution of Revisions to HP's installed base
will be handled as set forth in Exhibit D.

4.5. Upgrades. Upgrades will be handled as set forth in Exhibit F.

4.6. Customized Versions for New HP Products. During the term of
this Agreement, HP may request that the Program be made
compatible with future releases and revisions of the HP
Products, including new hardware products, or with new
operating systems. Upon such request by HP, Licensor agrees to
discuss in good faith within XXXXX calendar days after written
notification from HP, the terms for adapting the Program for
such use, including the cost of development to be paid by HP,
applicable specifications and development schedule. If the
parties reach agreement on the foregoing, HP shall make
available to Licensor such hardware and software reasonably
necessary for Licensor to develop and qualify such adapted
Program.

4.7. Other Customized Versions. During the term of this Agreement,
HP may also from time to time request significant
functionality enhancements to the Program. Licensor agrees to
develop these enhancements if both parties agree to the
enhancement proposal including a development schedule, similar
to that set out in Exhibit A1, which may provide for
additional payments by HP to Licensor. The fee for any such
enhancements shall be at the rates Licensor charges its most
favored customers for similar work. Prior to commencing work,
Licensor will provide HP

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with a written estimate of the total fee for the proposed
enhancement and the final fee shall not exceed the estimate by
more than XXXXX unless mutually agreed to by HP and Licensor.

4.8. Other OEM's. At all times during the term of this Agreement,
Licensor shall make available to HP, at royalties or license
fees to be determined by Licensor, additional features to
ensure that the Program shall have all features available to
any other OEM customer of Licensor and the same degree of
functionality, including compatibility with other operating
systems in addition to Microsoft or Apple, as software
provided by Licensor to other OEM customers of Licensor. It is
understood between the parties that HP may elect to refuse to
add certain features to the Program. It is also understood by
the parties that if such features give rise to additional
royalty payments, the royalties will reflect favorable pricing
to HP as set forth in Section 5.4 (Fee Warranty) of this
Agreement.

4.9. Source Code Escrow. Licensor agrees to enter into a source
code escrow agreement, in the form attached as Exhibit H, with
HP and Data Securities International or such other escrow
agent as may be agreed upon by HP and Licensor in writing (the
"Escrow Agreement"). HP shall be responsible for and shall pay
all escrow fees to maintain such escrow account.

5. PAYMENT

5.1. License Fee. In consideration of the rights and licenses
granted to HP under this Agreement, HP agrees to pay Licensor
the License Fee (including certain minimum license fees) as
set forth in Exhibit B. No License Fees are due with respect
to (i) the reproduction and distribution of Bug Fixes and
Revisions which Licensor may provide under this Agreement to
HP which are distributed to end users for which HP has already
paid Licensor a License Fee or (ii) copies used internally by
HP or HP's Subcontractors for support or maintenance. When a
single HP Product is distributed with multiple copies of the
Program with the intent of enabling an end-user to access a
single Program for use with the end-user's operating system,
HP shall be responsible for a License Fee on the single
Program to be accessed.

5.2. Payment. Per copy License Fees shall be considered earned upon
shipment of the Program or Base Upgrades by HP and/or its
Subsidiaries. All earned License Fees will be paid by HP to
Licensor within XXXXX days after the end of each calendar
quarter, which ends on the last day of each March, June,
September, and December less any returns or adjustments. For
each calendar quarter, HP shall also supply Visioneer with a
report showing the estimated License Fees earned during the
quarter within XXXXX days after the end of such quarter. On a
quarterly basis, HP shall provide Visioneer with an informal
report generally indicating what Program components are
selling well.

5.3. Audit. Upon fifteen (15) days prior written notice to HP,
Licensor may, at its own expense, appoint a nationally
recognized independent auditor, to whom HP has no

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reasonable objection, to audit and examine such records at
HP's offices during normal business hours, solely for the
purpose of confirming the accuracy of License Fees and other
royalty payments hereunder. Such auditor shall be subject to
an appropriate non-disclosure agreement executed prior to any
such audit. Such audit may be made no more often than XXX
every XXX calendar month period.

5.4. Fee Warranty. Licensor warrants that the License Fees
(excluding the quarterly guaranteed minimum royalty payments
set forth in Exhibit B) payable hereunder by HP are no greater
than those paid by any other licensee for similar quantities
of licenses for those versions of the Program for use on
non-HP peripherals. Licensor shall pass on to HP the lowest
rate it gives to any other such customer or licensee,
commencing effectively on the date it grants the lower rate to
such customer or licensee.

5.5. Taxes. Licensor shall be solely responsible for taxes on
amounts paid to Licensor by HP under this Agreement, including
all state and local use, sales, property (ad valorem) and
similar taxes, provided that HP provides Licensor with an
appropriate reseller certificate; and provided further that HP
shall be solely responsible for taxes on its net income.

6. WARRANTY AND INDEMNIFICATION

6.1. General Warranty. Licensor warrants that it owns or has
license to all rights necessary to grant HP the licenses under
this Agreement with respect to each Program and accompanying
Documentation, including all portions thereof, and that such
interests are free of any and all restrictions, settlements,
judgments or adverse claims. Licensor warrants it has full
power and authority to grant HP the rights granted herein and
that in all respects Licensor will act in good faith with
respect to this Agreement.

6.2. Program Warranty. Licensor warrants that each Program will
operate in accordance with and substantially conform to the
specifications set forth in the Documentation.

6.3. General Indemnity. Licensor will indemnify and hold HP
harmless of and from any and all loss, cost, claim, liability,
suit, judgment or expense, including reasonable attorneys'
fees, arising out of any breach of the above described
warranties; provided HP provides Licensor with (i) prompt
written notice of such claim or action, (ii) sole control and
authority over the defense or settlement of such claim or
action and (iii) proper and full information and reasonable
assistance at Licensor's expense to defend or settle any such
claim or action. Should any such claim or breach arise, HP
shall have the right to withhold payment of any sums otherwise
due under this Agreement but agrees to place the same in
escrow or trust pending resolution.

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6.4. No Infringement. Licensor warrants that the Program,
Documentation, trademarks, copyrights and trade names related
to the Program do not violate or infringe any patent,
copyright, trade secret or other proprietary right of any
third party and that Licensor is not aware of any facts upon
which such a claim for infringement could be based.

6.5. Infringement Indemnity. Licensor will defend or, at its
option, settle any claim, suit, or proceeding brought against
HP or its customers insofar as it is based on a claim that the
Program or Documentation, or any part thereof, furnished by
Licensor under this Agreement constitutes an infringement of
any third party's patent, copyright, trademark, trade name, or
unauthorized trade secret use; provided that HP or its
customers respectively provide Licensor with (i) prompt
written notice of such claim or action, (ii) sole control and
authority over the defense or settlement of such claim or
action and (iii) proper and full information and reasonable
assistance at Licensor's expense to defend and/or settle any
such claim or action. Licensor agrees to pay all damages and
costs awarded therein against HP and its customers. In case
any Program or Documentation or any part thereof in such suit
is held to constitute an infringement and its use is enjoined,
or in Licensor's sole opinion, may be held to constitute an
infringement, Licensor shall, at its own expense and at its
option, either procure for HP and its customers the right to
continue use or, if applicable, replace the same with a
non-infringing program and documentation of equivalent
function and performance, or modify them so they become
non-infringing without detracting from function or
performance. Notwithstanding the foregoing, Licensor shall
have no responsibility for claims arising from (i)
modifications of the Program made by HP if such claim would
not have arisen but for such modifications, (ii) combination
or use of the Program with HP or third party hardware or
software products not supplied by Licensor if such claim would
not have arisen but for such combination or use, or (iii)
compliance with HP's written specifications. THE FOREGOING
STATES THE ENTIRE LIABILITY AND OBLIGATIONS OF LICENSOR AND
THE EXCLUSIVE REMEDY OF HP WITH RESPECT TO ANY ALLEGED OR
ACTUAL INFRINGEMENT OF PATENTS, COPYRIGHTS, TRADEMARKS, TRADE
NAMES, TRADE SECRETS OR OTHER INTELLECTUAL PROPERTY RIGHTS.

6.6. Warranty Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN,
LICENSOR MAKES NO OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED,
REGARDING THE PROGRAM, ITS MERCHANTABILITY OR ITS FITNESS FOR
ANY PARTICULAR PURPOSE.

7. TERM AND TERMINATION

7.1. Term. Unless otherwise terminated earlier under this Section
7, this Agreement shall commence as of the date first set
forth above, and shall continue for a period of three (3)
years after such date or until HP Products containing the
Program

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licensed under this Agreement are no longer commercialized by
HP, whichever date is later.

7.2. 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. Except as
contemplated by Section 1.5 of Exhibit B of this Agreement, in
the event of material breach by Licensor of its material
obligations under this Agreement, which is not cured within
thirty (30) days after written notice is received by Licensor,
any minimum royalty payments owing during the quarter in which
the breach occurs and is ongoing shall be waived.

7.3. Effect of Termination. Notwithstanding any termination of this
Agreement, all licenses granted to end users or for the
Program packaged with HP hardware prior to the date of
termination shall survive.

7.4. Survival.Notwithstanding any termination of this Agreement,
the following provisions of this Agreement shall survive for
the relevant period of time set forth therein, if any: Section
1 (DEFINITIONS), Section 3.7.2 (License to Visioneer), Section
4.1 (Maintenance and Support.), Section 5 (PAYMENT), Section 6
(WARRANTY AND INDEMNIFICATION), Sections 7.3 (Effect of
Termination) and 7.4 (Survival), Section 8 (LIMITED LIABILITY
AND OWNERSHIP), Section 9 (CONFIDENTIAL INFORMATION), and
Section 10 (OTHER PROVISIONS).

8. LIMITED LIABILITY AND OWNERSHIP

8.1. LIMITED LIABILITY. IN NO EVENT SHALL EITHER PARTY HAVE ANY
LIABILITY TO THE OTHER, ITS SUBSIDIARIES, SALES
REPRESENTATIVES, END USERS OR ANY OTHER THIRD PARTY, FOR ANY
LOST PROFITS OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR
SERVICES, OR FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL
DAMAGES, INCLUDING WITHOUT LIMITATION, FOR ANY LOSS OF
PRODUCTION, LOSS OF PROFIT OR CONTRACT AND LOSS OF GOODWILL,
HOWEVER CAUSE AND WHETHER ARISING UNDER CONTRACT, TORT
(INCLUDING NEGLIGENCE) OR OTHER THEORY OF LIABILITY. IT IS
ACKNOWLEDGED BY THE PARTIES THAT NOTHING IN THIS SECTION 8.1
SHALL LIMIT A PARTY'S OBLIGATION TO PAY AMOUNTS ALREADY DUE
AND OWING TO THE OTHER PARTY OR TO HONOR IT'S INDEMNIFICATION
OBLIGATIONS UNDER THIS AGREEMENT.

8.2. Ownership. Subject to the rights expressly granted to HP in
this Agreement and to end users pursuant to the terms and
restrictions provided for in Section 3.1.3 of this Agreement,
all rights, title and interest of Visioneer and its Licensors
in and

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to, including all patents, copyrights, trade secrets,
trademarks, trade names and other proprietary rights relating
to the Programs, Documentation, Upgrades, Escrow Deposit
materials, Visioneer's Marks, PaperPort file format and SDK,
and all components thereof, the accompanying documentation and
any and all modifications to the foregoing will not pass to HP
or any end user or customer of HP, but to the extent owned by
Visioneer and/or its Licensors will remain the exclusive
property of Visioneer and/or its Licensors, respectively;
provided, however that all rights, title, and interest in and
to any computer code independently prepared by HP pursuant to
Section 3.7.1 of the Agreement to accomplish the Non-EFIGSZ
localization strategies provided for therein shall remain in
HP. HP will keep each and every item to which Visioneer
retains title free and clear of all liens and encumbrances.
Nothing in this paragraph is intended to transfer ownership of
HP software programs (such as software drivers) to Visioneer.

9. CONFIDENTIAL INFORMATION

9.1. 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 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 source code (including source code and resource
files associated with the Program and related documentation
provided to HP hereunder) provided by either party to the
other, and all business information with respect to any
unpublished or future Licensor or HP products, are deemed
Confidential Information for the purposes of this Section 9.

9.2. Nondisclosure. Subject to the additional restrictions set
forth in the Escrow Agreement with respect to source code,
Confidential Information may be used by the receiving party
only with respect to performance of its obligations under this
Agreement, and only by those employees subcontractors, or
suppliers of the receiving party who have a need to know such
information for purposes related to this Agreement. The
receiving party shall protect the Confidential Information of
the disclosing party by using the same degree of care (but not
less than a reasonable degree of care) to prevent the
unauthorized use, dissemination or publication of such
Confidential Information, as the receiving party uses to
protect its own confidential information of like nature. The
foregoing obligation shall not apply to any information which
is: (i) already known by the receiving party prior to
disclosure; (ii) publicly available through no fault of the
receiving party; (iii)

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<PAGE> 11

rightfully received from a third party without a duty of
confidentiality; (iv) disclosed by the disclosing party to a
third party without a duty of confidentiality on such third
party; (v) independently developed by the receiving party
prior to or independent of the disclosure; (vi) disclosed
under operation of law; or (vii) disclosed by the receiving
party with the disclosing party's prior written approval.

9.3. Duration.The receiving party's obligation under this Section 9
with respect to non-source code Confidential Information shall
be for a period of three (3) years after the date of
disclosure and with respect to source code Confidential
Information shall be for a period of XXX years after the date
of disclosure.

10. OTHER PROVISIONS

10.1. Publicity. Each party agrees not to publicize or disclose the
terms of this Agreement to any third party without the prior
written consent of the other except as required by law. In
particular, no press releases shall be made without the mutual
written consent of each party, which shall not be unreasonably
withheld. However, in no event will a party be responsible for
confirming the veracity of statements made in the other
party's press release.

10.2. Independent Contractors. The relationship of the parties under
this Agreement is that of independent contractors, and neither
party is an employee, agent, partner or joint venturer of the
other.

10.3. Relationship Managers. Each party designates the person(s) set
forth in Exhibit K as the primary contact(s) of each party
with respect to this Agreement, which person(s) may be
redesignated by a party by notice to the other.

10.4. Notice. Unless otherwise stated, all notices required under
this Agreement shall be in writing and shall be considered
given upon personal delivery of the written notice addressed
to the appropriate relationship manager as set forth in
Exhibit K.

10.5. No Assignment. Neither party may assign or transfer any of the
rights or responsibilities set forth herein, or change its
control of ownership, without the express written consent of
the other party (which consent shall not be unreasonably
withheld or delayed) and any purported attempt to do so shall
be deemed void.

10.6. Governing Law. This Agreement is made under and shall be
construed in accordance with the law of the State of
California, without reference to conflict of laws principles.

10.7. Severability. The terms of this Agreement shall be applicable
severally to each Program, if more than one, and any dispute
affecting either party's rights or obligations as to one or
more Program(s) shall not affect the rights granted hereunder
as to any other Program. If any provision of this Agreement is
held to be invalid or unenforceable by a court of competent
jurisdiction, then the

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<PAGE> 12

remaining provisions will nevertheless remain in full force
and effect, and the parties will negotiate in good-faith a
substitute, valid and enforceable provision which most nearly
effects the parties' intent in entering into this Agreement.

10.8. Headings. The captions and headings used in this Agreement are
for convenience in reference only, and are not to be construed
in any way as terms or be used to interpret the provisions of
this Agreement.

10.9. No Distribution Obligation. Except as expressly provided
herein, HP may in its sole discretion decide to distribute or
not distribute the Program as it deems appropriate. Nothing in
this Agreement shall be construed or interpreted as placing a
"best efforts" standard upon HP with respect to the use and
distribution of the Program; provided, however, the foregoing
shall not limit HP's obligation to pay any license fees
(including minimum license fees) required under this
Agreement.

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

10.11. Modifications. This Agreement may only be modified only by a
writing signed by an authorized representative of each party.

10.12. Waiver. Neither party's failure to exercise any of its rights
hereunder shall constitute or be deemed a waiver or forfeiture
of any such rights.

10.13. Force Majeure. Nonperformance of either party will be excused
to the extent that performance is rendered impossible by
strike, fire, flood, governmental acts or orders or
restrictions or other similar reason where failure to perform
is beyond the control and not caused by the negligence of the
non-performing party, provided that the non-performing party
gives prompt notice of such conditions to the other party and
makes all reasonable efforts to perform.

10.14. Export Control. Each party agrees to comply with all
applicable United States laws and regulations which 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.

10.15. Entire Agreement. This document represents the entire
agreement between the parties as to the matters set forth
herein and supersedes all prior discussions, representations
or understandings between them.

10.16. Exhibits. Each of the following Exhibits referred to in this
Agreement is incorporated in full in this Agreement wherever
reference to it is made:

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<PAGE> 13

<TABLE>
<S> <C>
EXHIBIT A1 XXXXX PROGRAM DESCRIPTION

EXHIBIT A2 XXXXX PROGRAM DESCRIPTION

EXHIBIT A3 HP PRODUCTS

EXHIBIT B FEES/PRICING

EXHIBIT C PRE- INTRODUCTION DEFECT RESOLUTION AND QA

EXHIBIT D POST-INTRODUCTION SUPPORT, TECHNICAL ASSISTANCE AND TRAINING

EXHIBIT E BRANDING

EXHIBIT F UPGRADE PROCESS AND PRODUCT REGISTRATION

EXHIBIT G HP SOFTWARE LICENSE TERMS

EXHIBIT H ESCROW AGREEMENT FOR SOURCE CODE

EXHIBIT I THIRD-PARTY SOFTWARE (OCR)

EXHIBIT J1 XXXXX INFORMATION PRODUCT LOCALIZATION

EXHIBIT J2 XXXXX INFORMATION PRODUCT LOCALIZATION

EXHIBIT K NOTICES

EXHIBIT L1 XXX PAPERPORT XXXX PROTOCOL

EXHIBIT L2 XXX PAPERPORT XXXX PROTOCOL
</TABLE>

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<PAGE> 14

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

Agreed:

HEWLETT-PACKARD COMPANY VISIONEER, INC

By: /s/ Alan Lorenz By: /s/ Rudy Burger
---------------------- ----------------------
Alan Lorenz Rudy Burger

Title: Title:

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<PAGE> 15
EXHIBIT A1 XXXXX PROGRAM DESCRIPTION

This Exhibit defines the technical components and feature set which make up the
XXXXX Version of the Program which Visioneer will license to HP under the terms
of the Agreement. HP acknowledges that the Program will be an OEM version
distinct from future versions of Visioneer's PaperPort software.

1. DEFINITIONS

1.1. Reference version

The Reference Version of the PaperPort software is XXXXXX. The
Reference Version is defined as the software application,
hardware driver, links, and all associated electronic
documentation, including online help and One-Minute Guide. The
ancillary Copy utility and Card Scan applications are not
included.

1.2. The Programs

The deliverables for the Programs are defined as including,
but not limited to, all functionality in the Reference
Version, plus all additions and less all deletions as listed
in this Exhibit. Unless otherwise specified, all paragraphs of
this Exhibit refer to both deliverables.

1.2.1. Chardonnay

Chardonnay is the first Program to be delivered under
the Agreement. It will provide a software foundation
for XXXXXXX. Refer to Section 1.3 for hardware
provided by HP to Visioneer.

1.2.2. Zinfandel

Zinfandel is the second Program to be delivered under
the Agreement. It will provide a software foundation
for XXXXXX. Refer to Section 1.3 for hardware
provided by HP to Visioneer.

1.3 Hardware

During the term of the Agreement, HP will develop hardware,
such as Bridger, and may develop software product(s) without
engaging Visioneer in the details of the development process.
If no Customized Versions as defined in Section 4.6 of the
License Agreement are required, HP acknowledges that
Visioneer's involvement for these transparent product
developments will be limited to compliance with specifications
for disclosed software including, but not limited to,
XXXXXXXXXXXXX.

In accordance with Section 8 below, HP will provide hardware
to Visioneer, for testing and development purposes, for the
following products:

- ScanJet 4C

- ScanJet 4S

- ScanJet 4P

-1-
<PAGE> 16

- Volterra

2. SYSTEM REQUIREMENTS

All Programs will be fully functional on the following
systems:

2.1. Chardonnay

2.1.1. System Hardware

Chardonnay will be fully functional on XXXX computers
equipped with any version of the XXXXX processors, or
any processor compatible with those processors. A
minimum of XXX of RAM and approximately XXX local
hard disk storage are required. Access to either a XX
(for Volterra), a XXX, and/or a XX disk is necessary
to perform installation. Chardonnay will be fully
functional on XXXX computers within the following
parameters:

The XX hardware driver will not be
supported.

All known defects, as documented in XXXX,
will be resolved.

HP is responsible for testing the software
on the XX platform. Any new defects
submitted by HP will follow the process
outlined in Exhibit C and post-introduction
support will follow the process outlined in
Exhibit D.

If HP and Visioneer mutually agree that a
XX-hardware-platform defect cannot be fixed
within the scheduled timeframe, a separate
schedule for the XX platform will be
determined and mutually agreed upon between
HP and Visioneer.

2.1.2. System Software

Chardonnay will be fully functional in XXXXX. In
addition, if a particular XXXX configuration existing
as of the Effective Date requires more than the
minimum hardware requirements listed in this Exhibit,
then the requirements of that configuration will
apply.

2.2. Zinfandel

2.2.1. System Hardware

Zinfandel will be fully functional on XXXX computers
equipped with any version of the XXXXX processors, or
any processor compatible with those processors,
XXXXX. A minimum of XX of RAM and approximately XXX
local hard disk storage are required. Access to
either a XX (for Volterra), a XXXXX disk is necessary
to perform installation. Simultaneous use of the
Reference Version with XX and certain XXX may require
additional system resources. Zinfandel will be fully
functional on all XXX configurations of XXXX
computers and any computer equipped with any version
of the XXXX

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<PAGE> 17

processors in XXXX. Support for the XX hardware
driver will not be provided on the XX platforms.

2.2.2. System Software

Zinfandel will be fully functional on XXX X. In
addition, if a particular XXX configuration existing
as of the Effective Date requires more than the
minimum hardware requirements listed in this Exhibit,
then the requirements of that configuration will
apply.

3. PROGRAM FEATURES

3.1 Logos and trademarks

HP will provide two (2) bitmap files to Visioneer. The first
bitmap will be for the XXX, and the second for XXXX. The
bitmaps for Chardonnay will comply with the XXXXXX.

XXXXXXXXX

The XX is excluded from HP branding.

3.2. XXXX

Visioneer will implement Zinfandel in a manner that is
suitable for submission to XX for their XXX. Since logo
certification involves the whole HP product, including
hardware, device drivers HP-supplied software and the
Programs, HP will be responsible for any actual submission to
and management of the XXXX, including the costs incurred
thereby.

3.3. Chardonnay Features

Chardonnay will have the following features in addition to the
Reference Version:

3.3.1. XXXXX

3.3.2. XXXXX

3.3.3. XXXXX

3.3.4. XXXXX

3.4 Zinfandel Features

Zinfandel will have the following additions/deletions compared
to the Reference Version:

3.4.1. XXXXX

3.4.1.1. XXXXX.

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<PAGE> 18

3.4.1.2. XXXXX.

3.4.1.3. XXXXX.

3.4.1.4. XXXXX.

3.4.1.5. XXXXX.

3.4.1.6. XXXXX

3.4.1.7. XXXXX.

3.4.1.8. XXXXX.

3.4.1.9. XXXXX.

3.4.1.10. XXXXX.

3.4.2. XXXXX

3.4.2.1. XXXXX.

3.4.2.2. XXXXX.

3.4.2.3. XXXXX

3.4.2.4. XXXXX.

3.4.2.5. XXXXX.

3.4.2.6. XXXXX.

3.4.2.7. XXXXX.

3.4.2.8. XXXXX.

3.4.2.9. XXXXX.

3.4.2.10. XXXXX.

3.4.3. XXXXX

3.4.3.1. XXXXX.

3.4.3.2. XXXXX.

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<PAGE> 19

3.4.3.3. XXXXX.

3.4.3.4. XXXXX.

3.4.3.5. XXXXX.

3.4.3.6. XXXXX.

3.4.3.7. XXXXX.

3.4.3.8. XXXXX.

3.4.3.9. XXXXX.

3.4.3.10. XXXXX.

3.5. Program Compatibility

The next Upgrade of Zinfandel shall support the XXXXX as
specified in Exhibit L2. XXXX is expected unless mutually
agreed upon by Visioneer and HP.

3.6. Program Performance

XXXXX.

4. PROGRAM LOCALIZATION

XXXXX

5. LINKS

5.1. XXXXX.

5.2. XXXXX.

5.3. XXXXX.

6. DELIVERED MATERIALS

Visioneer will deliver a single copy of the Program in binary form on
diskettes as well as with checksums via FTP for each localized version.
Visioneer will post the files and inform HP via e-mail and/or
voice-mail that the files are available on the FTP server. HP will
acquire the electronic formats in a "pull" mode from the FTP server.

7. DEVELOPMENT SCHEDULE AND DELIVERABLES

7.1. Definitions

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<PAGE> 20

7.1.1. XXXXX.

7.1.2. XXXXX

7.1.3. XXXXX

7.1.4. XXXXX

7.1.5. XXXXX

7.1.6. XXXXX

7.1.7. XXXXX.

7.1.8. XXXXX

7.1.9. XXXXX

7.1.10. XXXXX

8. INFRASTRUCTURE AND PROCESS

Visioneer and HP agree to institute technical infrastructure, including
but not limited to e-mail and secure Internet FTP access, that will
facilitate smooth interaction during the development and test phases of
this project. See also Exhibit C.

Visioneer and HP agree to each designate a Project Manager who is
authorized to speak authoritatively for their respective companies on
all matters related to interpretation and modification of this Exhibit.
These project managers will confer at least weekly by telephone and
monthly in person and use best efforts to resolve all outstanding
issues. Refer to Exhibit K for details.

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<PAGE> 21
EXHIBIT A2 XXXXX PROGRAM DESCRIPTION

This Exhibit defines the technical components and feature set which make up the
XXX Version of the Program which Visioneer will license to HP under the terms of
the Agreement. HP acknowledges that the Program will be an OEM version distinct
from future versions of Visioneer's PaperPort software.

1. DEFINITIONS

1.1. Reference version

The version of the PaperPort software is XXXXX. The Reference
Version is defined as the software application, hardware
driver, links, and all associated electronic documentation,
including online help and One-Minute Guide. The ancillary Copy
utility is not included.

1.2. The Programs

The deliverables for the Programs are defined as including,
but not limited to, all functionality in the Reference
Version, plus all additions and less all deletions as listed
in this Exhibit.

1.2.1. Ripple

Ripple is the first Program deliverable under this
agreement. Refer to section 1.3 for hardware provided
by HP to Visioneer.

1.3. Hardware

During the term of this Agreement, HP will develop hardware
and may develop software product(s) without engaging Visioneer
in the details of the development process. If no Customized
Versions as defined in section 4.6 of the License Agreement
are required, HP acknowledges that Visioneer's involvement for
these transparent product developments will be limited to
compliance with specifications for disclosed software
including, but not limited to, XXXXX.

In accordance with Section 6 below, HP will provide hardware
to Visioneer, for testing and development purposes, for the
following products:

- ScanJet 4C

- ScanJet 4S

- ScanJet 4P

2. SYSTEM REQUIREMENTS

All Programs will be fully functional on the following systems:

2.1. Ripple

2.1.1. System Hardware

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<PAGE> 22
The Program will be fully functional on XXXXX
computers equipped with any version of XXXXX
processors. A minimum of XX of RAM and approximately
XXX local hard disk storage are required. Access to
XXXXX disk is necessary to perform installation.

2.1.2. System Software

The Program will be fully functional with XXX and
later. In addition, if a particular XX configuration
requires more than the minimum hardware requirements
listed in this Exhibit, then the requirements of that
configuration will apply.

3. PROGRAM FEATURES

3.1. Logos and trademarks

XXXXX

3.2. Ripple Features

Ripple will have the following features in addition to the
Reference Version:

3.2.1. XXX

3.2.2. XXXXX

3.2.3. XXXXX

3.2.4. XXXXX

3.2.5. XXXXX

3.3. Program Compatibility

XXXXX.

3.4. Program Performance

XXXXX.

4. PROGRAM LOCALIZATION

XXXXX.

5. LINKS

5.1. XXXXX.

5.2. XXXXX

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<PAGE> 23
5.3. XXXXX.

6. DELIVERED MATERIALS

7. DEVELOPMENT SCHEDULE AND DELIVERABLES

7.1. Definitions

7.1.1. XXXXX

7.1.2. XXXXX

7.1.3. XXXXX

7.1.4. XXXXX.

7.1.5. XXXXX.

7.1.6. XXXXX

7.1.7. XXXXX.

7.1.8. XXXXX.

7.1.9. XXXXX.

7.1.10. XXXXX:

8. INFRASTRUCTURE AND PROCESS

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<PAGE> 24
EXHIBIT A3 HP PRODUCTS

1. IT IS THE INTENT OF THIS CONTRACT, ACCORDING TO ITS PROVISIONS, TO
ALLOW USE OF PROGRAMS ON NEW XXXXX PRODUCTS IN THESE CATEGORIES CREATED
DURING THE LIFE OF THIS CONTRACT.

1.1. XXXXX

1.1.1. XXXXXX

1.1.2. XXXXX

1.2. XXXXXX

1.2.1. XXXXXX

1.2.2. XXXXX

2. IT IS NOT THE INTENT OF THIS CONTRACT TO ALLOW USE OF PROGRAMS ON
PRODUCTS IN THE FOLLOWING CATEGORIES. HOWEVER, VISIONEER IS EXPRESSLY
INTERESTED IN AND IS WILLING TO CONSIDER SEPARATE NEGOTIATIONS FOR
SOFTWARE DESIGNED FOR USE ON PRODUCTS IN THE FOLLOWING CATEGORIES.

2.1. XXXXX.

2.2. XXXXX.

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<PAGE> 25
EXHIBIT B FEES/PRICING

1. Hewlett-Packard will pay the following royalties to Visioneer for the
use of the Program.

1.1. Unit royalties for the XXXXX and follow on XXXXX products (see
Exhibit A3) will be XXXXX for XXXXX simultaneous seats until
XXXX (see Section 1.4) and XXXXX during the calendar quarter.
These scanners are also referred to as XXXXX in the royalty
calculation example (Section 7).

1.2. Unit royalties for the XXXXX, and follow on XXXXX products
(see Exhibit A3) will be XX until XXX (described in Section
1.4) and XXX during the calendar quarter. These scanners are
referred to as XXX in the royalty calculation example (Section
7).

1.3. HP will guarantee minimum royalty payments of XXX for the XX
quarter of XX, and for each of the XXX calendar quarters of
XX. Cumulatively, HP is obligated to pay XXXXX in the first
four (4) quarters respectively. There is no intention for
either party to benefit from volume anomalies over this four
(4) quarter period. Therefore, adjustments will be made during
the four (4) quarters to balance over and under accruals
between the quarters. See example shown at the end of this
Exhibit (Section 7). Once HP has paid XX dollars, HP's minimum
quarterly payment obligations of XX per quarter will be
satisfied.

1.4. The XX in each of the first XX quarters will occur when
royalties of XXX have been accrued in a quarter using the net
actual product shipped by HP multiplied by the applicable per
unit royalty price of XX and XX. Net actual product shipped is
based on unit shipments out of HP's distribution center less
returns and adjustments.

1.5. It is HP's intention to introduce new scanner products using
the Visioneer software beginning XX. To the extent Visioneer
is unable to deliver the Golden Master by the delivery date
agreed upon and set out in Exhibit A1 and Exhibit A2, then the
guaranteed minimum royalty payment set out in Section 1.3
shall be adjusted on a prorated basis as follows: XXXXXX:

1.5.1. XXXXX,

1.5.2. XXXXX,

1.5.3. XXXXX,

1.5.4. XXXXX,

1.5.5. XXXXX.

1.6. Beginning with the XX calendar quarter of XX the royalties set
out in Sections 1.1 and 1.2 for the above products are changed
to XX for the XX and XX for XXX.

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<PAGE> 26
1.7. For each scanner product, HP will provide Visioneer written
notice XXX days prior to the last date upon which HP will ship
such scanner product containing the Program. This is not
required for products which are simply being replaced by new
generations of existing products.

1.8. XXXXX software licensed under the November 1994 agreement, if
it is used, will be reduced in price to the level described in
Section 1.2 above beginning XXX and royalties paid on that
software will be credited toward the guaranteed royalty
calculation beginning XXX. Software units shipped after XXX
and before XXX will be priced at XX per unit for XX products
and will not be credited towards the guaranteed royalty
calculation that will begin on XXX. All other terms and
conditions of the November 1994 agreement will remain the
same.

2. HP agrees to reimburse Visioneer XX for NRE expense incurred in
developing the Programs as described in Exhibit A1 and Exhibit A2.

3. XXX LOCALIZATION

3.1. HP agrees to reimburse Visioneer for XX localization costs
incurred for software localization XXX which are truly
incremental to Visioneer, as the result of work done solely on
HP's behalf. HP will pay Visioneer XX of these incremental
out-of-pocket cost.

3.1.1. Out-of-pocket costs are defined as the expenses
incurred for translation of relevant materials and
the overhead to manage the localization process.

3.2. When both parties have agreed upon the amount, Visioneer will
be paid within XX days after (i) work is completed; (ii)
Visioneer provides a complete detailed accounting of the final
out-of-pocket costs; (iii) the costs are verified by an HP
audit team and the localization supplier; (iv) and HP receives
an invoice.

4. XXX LOCALIZATION

4.1. The following costs are for engineering support activities for
any and all localization of Visioneer-supplied information
products and software as listed in Exhibit J1 and Exhibit J2.
The services and costs described apply to all releases for a
given major release. Visioneer will charge XX for the first
language in XX and XX for each additional language. Visioneer
will charge XX for the first language for XX and XX for each
additional language.

4.2. Visioneer purchase of HP localization beyond XX: HP
localization of Visioneer software and help systems,
translated beyond XX will be available to Visioneer at XXX of
out-of-pocket costs. HP will notify Visioneer when software
and help is translated beyond XXX, and will also relay the
Visioneer purchase price. HP will deliver the languages to
Visioneer XX days from the receipt of written request from
Visioneer. Payment from Visioneer will be received within XXX
days of receipt of localized products. Visioneer may sell HP's
localization to other OEMs,

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<PAGE> 27
upon payment of the additional XXX of translation and overhead
costs XXX of localization beyond XXX to HP.

4.2.1. Out-of-pocket costs are defined as the total final
cost of translation per language and HP's overhead to
manage the localization process.

4.3. When both parties have agreed upon the amount, HP will be paid
within XXX after (i) work is completed; (ii) HP provides a
complete detailed accounting of the final out-of-pocket costs;
(iii) the costs are verified by an Visioneer audit team and
the localization supplier; (iv) and Visioneer receives an
invoice.

5. New Operating Systems

5.1. Any Revisions to the Programs developed by Visioneer for new
or additional versions of XXX operating systems will be
licensed to HP under the terms of this Agreement with no
requirement that HP reimburse Visioneer's NRE costs. HP agrees
to reimburse Visioneer for costs incurred which are truly
incremental to Visioneer as the result of work done solely on
HP's behalf.

5.2. For any version of the Program developed for other operating
systems, in addition to XXX, which is made available to HP
pursuant to Section 4.8 of the Software License Agreement, and
which Visioneer develops, HP agrees to reimburse Visioneer for
costs incurred which are truly incremental to Visioneer as the
result of work done solely on HP's behalf.

6. Upgrade Pricing

Upgrade prices and release dates to HP customers shall be determined by
Visioneer at its sole discretion, but in no case will exceed those
prices offered to Visioneer customers. At any point in time,
Visioneer's end-user price for Base Upgrades will be XX Visioneer's
end-user price for Enhanced Upgrades Nothing in this Section 6 should
be construed as affecting or limiting the ability of each company to
determine Product prices (combinations of hardware and software) at
their sole discretion.

6.1. Base Upgrade Bundle Pricing

6.1.1. Royalties to be paid by HP to Visioneer for Base
Upgrades bundled with HP Products and distributed by
HP to "Big Deals" shall be payable as set forth in
Section 6 of the Agreement. HP acknowledges that only
Visioneer upgrades which it makes generally available
to its OEM customers for the OEM version of its
PaperPort software shall be considered under this
Section 6.1.

6.1.1.1.1. "BIG DEAL" IS DEFINED AS EITHER
THE SALE BY HP OF A MINIMUM OF
XXXXX USING PROGRAM SOFTWARE TO A
SINGLE END USER CORPORATION,
PARTNERSHIP OR OTHER ENTITY, OR A
TOTAL XX LIST PRICE ORDER FOR SUCH
HP PRODUCTS BY A SINGLE END USER
CORPORATION, PARTNERSHIP OR OTHER
ENTITY.

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<PAGE> 28
6.1.1.2. If the HP Product list price is greater than
or equal to a comparable Visioneer-branded
hardware product list price, royalties shall
be XXX of Visioneer's end user price for
such Base Upgrade.

6.1.1.3. If the HP Product list price is less than
the comparable Visioneer-branded hardware
product list price, royalties shall be the
lessor of either XXX of the actual Base
Upgrade price (refer to Section 6) or the
difference between the Visioneer-branded
hardware product list price and the HP
Product list price, but in no case less than
XXX of Visioneer's end user price for such
Base Upgrade.

6.2. Enhanced Upgrade Bundle Pricing

6.2.1. HP will not have a right to distribute Enhanced
Upgrades.

7. Visioneer Royalty Calculation Worksheet

EXAMPLE FOR REVIEW ONLY

xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx

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<PAGE> 29
EXHIBIT C PRE-INTRODUCTION DEFECT RESOLUTION AND QA

The expectations and procedures outlined in this Exhibit refer to the testing,
tracking and resolution of defects/problems in Chardonnay, Zinfandel and Ripple
Versions of the Program.

1. QUALITY ASSURANCE/TESTING

The group that develops a software, hardware, or information product
component will have primary responsibility for testing that component.
Thus, HP will have primary responsibility for the QA of Sketch and
Volterra. Visioneer will have primary responsibility for Quality
Assurance (QA) on Chardonnay, Zinfandel and Ripple, including links
(See Exhibit I for OCR testing). The teams will cooperate and work
together to test the full system where all components are present.

Some software or hardware, such as Bridger, may not be disclosed
between Visioneer and HP. In those situations, primary responsibility
resides with the software or hardware creator, and software QA either
relies on previously disclosed mechanisms, such as Bridger mimicking
Volterra, or will remain the full responsibility of the component
creator.

Some specific areas of testing have been assigned to either Visioneer
or HP in other Exhibits. The following table summarizes the testing
responsibilities:

- --------------------------------------------------------------------------------
Product Component/Platform Testing Responsibility
- --------------------------------------------------------------------------------
XXXXXXX XXXXX
- --------------------------------------------------------------------------------

1.1. Pre-Release Defect Tracking Process

HP and Visioneer shall work together to define a defect
tracking database/file format which includes the field
requirements of each company and allows for easy cross
tracking of defect entries. Once defined, this format will be
used to transfer defects found in the Visioneer products by HP
to Visioneer. Visioneer will use the same format to transfer
defects found in HP products to HP and to communicate updates
on defects previously submitted by HP on the Visioneer
products.

Beginning with the beta testing phase, communication of new
defects, and status updates of known defects, will occur on a
weekly basis. Once a week defect files will be posted to the
Visioneer FTP server by both companies. Each company is
responsible for integrating the new or updated defects into
their respective databases. A weekly teleconference call will
be established where question about specific defects can be
addressed.

Beginning with the beta testing phase, Visioneer will provide
weekly reports to HP reflecting the numbers and status and
defect weighting of defects for Chardonnay, Zinfandel and
Ripple. This report will include the number of new defects
found, number of defects closed, and number of open defects
per severity level for the week.

HP expects defects to be addressed and resolved in a timely
manner. Before final software can be released to HP, all
critical defects must be resolved. As used

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throughout this contract, all defects greater than or equal to
XXXXX are defined as critical defects. Any defects with a
XXXXX needs to be fixed or have mutual agreement between HP
and Visioneer not to fix. The bug weight process will be used
when negotiating which bugs will be fixed in the final
product.

1.2. Acceptance test criteria

As general acceptance criteria for releases, HP will use the
XXXXX criteria. The defect will be classified using severity
and likelihood tables. HP's proposed threshold is less than
XXXXX. Under this threshold the error must be notified and HP
will decide whether or not to accept the code in spite of the
error. Any defects with a XXX greater than XXXXX will need to
be resolved. This criteria will also be used in Localization
testing (see Exhibit J1 and Exhibit J2).

1.2.1. SEVERITY:

----------------------------------------
XX XXXXX
----------------------------------------

1.2.2. LIKELIHOOD:

--------------------------------------------------------------
XX XXXXX
--------------------------------------------------------------

1.2.3. The MATRIX

---------------------------------------------------------
XX XX XX XX XX
---------------------------------------------------------

1.3. Final Release Requirements

Before final release of code is delivered to HP, the following
requirements must be met:

1.3.1. Visioneer code has been frozen for at least XX,
except by mutual agreement to exceptions.

1.3.2. At least XXX total test hours have been done for the
Visioneer code since the last freeze, except by
mutual agreement to exceptions.

1.3.3. All defects recorded, classified and resolved.

1.3.4. All the outstanding issues have been examined and
resolved with HP.

1.4. Contacts

Each party will identify one Defect Contact person (see
Exhibit K) for defect tracking. Process questions or general
needs will funnel through this person. Other persons may be
separately identified as contacts for specific areas of
product testing -- for example, HP may identify a contact
person for Volterra specific problems.

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A contact name will be provided with every defect submitted by
either HP or Visioneer. This person will be contacted with
questions specific to the associated defect.

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EXHIBIT D POST-INTRODUCTION SUPPORT, TECHNICAL ASSISTANCE AND TRAINING

1. PRODUCT SUPPORT BY HEWLETT-PACKARD AND VISIONEER

1.1. During the term of this agreement, Hewlett-Packard shall,
XXXXX, provide First Level Support and Second Level Support to
its customers for the Program set forth below. Visioneer
agrees XXXXX to provide reasonable assistance to
Hewlett-Packard in providing Second Level Support, as set
forth below. Visioneer shall XXXXX provide Third Level Support
to Hewlett-Packard as set forth below.

1.2. In order to address customer support issues, HP support
centers or their subcontractors are permitted to use
Chardonnay, Zinfandel, and/or Ripple software solely for
support and/or testing purposes for HP customers. Such
installation is not licensed for operational use, and is for
support purposes only. The software and documentation is for
internal use only and must not be distributed externally.

2. SUPPORT LEVELS

2.1. First Level Support Cases that can be immediately answered and
require no callback to the customer. No assistance from the
other party is required.

2.2. Second Level Support Cases that involve detailed Program
knowledge, problem isolation or investigation by Technical
Support Technicians and may require a callback to the
customer. Assistance from the other party may be required.

2.3. Third Level Support Cases that require engineering assistance
and resolution from the other party. Resolution may require
conference calls between Customer, Hewlett-Packard and
Visioneer.

2.4. Customer Responsibility Unless agreed upon by both the
Hewlett-Packard Third Level Support Technician and the
designated Visioneer Contact or Alternate Contact, HP will be
responsible for all communication with individual Customers,
including sending any pertinent bug fixes, if available, at
HP's own expense.

2.4.1. If both parties agree to transfer responsibility for
communicating with an individual Customer to
Visioneer, Visioneer will assume all further
responsibility for that Customer's Case, including
sending any pertinent bug fixes, if available, at
Visioneer's own expense.

2.4.2. Visioneer will provide regular reports on the status
of all cases for which they have assumed
responsibility from Hewlett-Packard as part of the
regular reporting process (see section 6).

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3. RESPONSE TIMES AND PRIORITIES

3.1. All Second and Third Level Support Cases requiring assistance
from Visioneer will be assigned a Priority.

3.2. Priority will be assigned by a Hewlett-Packard Support
Technician, HP Technical Support supervisory personnel, or HP
Technical Support management (see Exhibit C).

3.3. Priority Definitions

3.3.1. Critical: Cases in which one or more major functions
of the Program do not function in prevalent user
configurations as measured by customer call volume
(see Section 10.1.1.4), and for which no workaround
can be identified; or cases in which there is
unrecoverable data loss; or in other cases as
mutually agreed to by both companies.

3.3.2. Normal: All other cases.

3.4. Response Times

3.4.1. Critical: The Contact or Alternate Contact (see
section 4) will make his best effort to return all
fax, electronic or voicemail messages within four (4)
business hours.

3.4.2. Normal: The Contact or Alternate Contact (see section
4) will make his best effort to return all fax,
electronic or voicemail messages within one (1)
business day.

4. SUPPORT CONTACTS

4.1. The designated Visioneer Contact (see Exhibit K) or Alternate
Contact will be available for consultation during Visioneer's
normal business hours as may be in effect at the time of the
request.

4.2. Visioneer reserves the right to modify its business hours from
time to time, but at a minimum will maintain business hours of
at least 09:00 to 16:00 hours Pacific Time, Monday through
Friday.

5. PROBLEM RESOLUTION

5.1. Visioneer will use reasonable efforts either to identify a
workaround that is satisfactory to both parties, or to resolve
the problem, for all Third Level Support Cases according to
these timeframes:

5.1.1. Critical Priority:XXXXX

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5.1.2. Normal Priority:XXXXX

5.2. Bug Fixes

5.2.1. Visioneer will provide any and all Bug Fixes
resulting from HP Third Level Support Cases to HP
within XXX of the formal release of such Bug Fixes.

5.2.2. Visioneer grants HP rights to copy and distribute
such Bug Fixes to individual Customers whose Cases
require such Bug Fixes.

5.2.3. Visioneer grants HP rights to distribute Bug Fixes to
customers in any or all ways, including e-mail, BBS,
commercial on-line service, or the Internet,
providing HP does not use such forums to make Bug
Fixes available to the general public. If HP desires
to post any Bug Fix in such forums for the general
public to access, HP must first obtain authorization
from Visioneer, provided such authorization is not
unreasonably withheld.

5.2.4. Visioneer does not grant HP rights to proactively
distribute any Bug Fix to HP's customer installed
base unless HP first obtains authorization to send a
specific Bug Fix, provided such authorization is not
unreasonably withheld.

6. ESCALATION PROCESS

6.1. The normal problem resolution process shall include

6.1.1. assigning personnel to take direct responsibility for
handling the issue;

6.1.2. identifying the timeline requirement to resolve the
issue;

6.1.3. identifying the strategy or steps that will be taken
to resolve the issue;

6.1.4. communicating the workaround or resolution to the
problem.

6.2. If this process is failing to satisfy either party, a review
of the situation and the process to date should be made by the
Account Managers representing both Parties (see Exhibit K).
Again, the same four steps listed above should be applied to
the post-review situation.

7. REGULAR REPORTING

7.1. HP and Visioneer recognize and acknowledge the importance to
each other of Technical Support information regarding both
individual cases and aggregate support statistics, and commit
to provide each other with regular reports containing all
pertinent Technical Support information. These reports will be
provided by each Party within XXXXX.

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<PAGE> 35
7.2. HP Reports provided to Visioneer

7.2.1. Contact Summary

7.2.1.1. HP will use reasonable efforts to provide
Visioneer with U.S. data on the number of
incoming Customer contacts, tallied by
Program, platform XXXXX, affected Program
module, and specific problem subject.

7.2.1.2. The format and delivery method to be
mutually determined by HP and Visioneer.

7.3. Visioneer Reports provided to HP

7.3.1. Visioneer will use reasonable efforts to provide HP
with a report that outlines the status of all
post-introduction software bugs, support case status,
and status of transferred customers, whether reported
by HP or separately discovered by Visioneer.

7.3.2. The format and delivery method to be mutually
determined by HP and Visioneer.

8. DEVELOPER SUPPORT

8.1. Software developers developing software to work in conjunction
with PaperPort for Hewlett-Packard-specific solutions are
allowed to join the Visioneer PaperPort Partners Program and,
upon completion of the same license agreement used by
Visioneer, to receive the same products and services at the
same cost as Visioneer's own developer customers. This
includes all versions of the PaperPort software developer's
kit, access to any Visioneer developer hotline and all other
developer support mechanisms, proactive worldwide technical
support and any other developer specific programs Visioneer
may have in place from time to time.

9. TRAINING

9.1. Visioneer and HP recognize and acknowledge the importance of
providing training to each other regarding specific Programs
covered by the Agreement.

9.2. Training Materials

9.2.1. Visioneer will develop training materials that cover
the information required to adequately support the
Programs supplied. HP expects that, at a minimum,
this will be the same level of training Visioneerthat
the other party provides to its own support staff.

9.2.2. HP will honor reasonable requests from Visioneer to
provide basic training on HP Programs to facilitate
Visioneer's customer support efforts. The

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<PAGE> 36
scope and timing of such training will be mutually
agreed upon by both companies' support
representatives.

9.3. Location and Timing of Training

9.3.1. To ensure adequate customer support, Visioneer's
training of HP personnel will be provided no later
than two months prior to HP's product introduction
date. The training will be held at mutually agreeable
locations for a mutually agreeable period appropriate
to the Program.

9.4. Scope of Training

9.4.1. This training will include, but not be limited to,
all Program features and functions, customer
usability, and advanced troubleshooting based on
customer support history. Visioneer will be expected
to train a group of "trainers" from each HP division
that is using or supporting the Program.

9.4.2. HP may further request and Visioneer shall provide
additional training as reasonably necessary to inform
all personnel of new program versions or
enhancements.

9.5. All initial and subsequent training shall be provided at no
charge to the other party, other than to cover reasonable
travel, lodging and other travel-related costs.

9.6. Material Rights

9.6.1. Visioneer grants HP the royalty-free rights to modify
reproduce and use all training classes, methods and
materials supplied or developed by the other party
pursuant to this Agreement.

9.6.2. Visioneer restricts the use of such materials to
training HP employees or to agents contracted by HP
for the purpose of selling or supporting HP products.

10. POST-INTRODUCTION BUG-FIX -- PROGRAM REVISIONS

10.1. Program Revision Criteria

10.1.1. In the event that defects are discovered at any point
after the introduction of the Program with an HP
product, Visioneer and HP agree to use judgment and
best efforts to determine the need and timing for a
formal software revision. This determination will, at
a minimum, consider the following:

10.1.1.1. XXXXX

10.1.1.2. XXXXX

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<PAGE> 37
10.1.1.3. XXXXX;

10.1.1.4. XXXXX

10.1.1.5. XXXXX

10.2. Timing for Revisions

10.2.1. Non-critical defects

10.2.1.1. Bug Fixes to defects impacting both
Visioneer and HP Programs will be made
available to HP in accordance with
Visioneer's regular software maintenance
cycle.

10.2.2. Critical defects

10.2.2.1. In the event of a critical defect (see
section 3.3.1) Visioneer will provide HP
with a revised version of the Program no
later than XX from the time an acceptable
resolution is released. Visioneer will
deliver revised versions of XX software to
HP no later than XX from the time the XX
version is released.

10.2.2.2. A critical defect is not completely
resolved until HP verifies proper operation
on the entire set of languages HP supports.
HP will respond in writing that each
critical defect is considered closed no
later than XX from the time the full set of
elements required for XX localization (see
Exhibit J1 and Exhibit J2) are received from
Visioneer.

10.3. Fixed defect list

10.3.1. In the event that a Program revision is necessary,
Visioneer will deliver to HP a complete list of all
defects that have been fixed in that revision no
later than XXX before the revised or modified code is
delivered to HP.

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EXHIBIT E BRANDING

This Exhibit defines HP's expectations with regard to co-branding the Program.

1. Branding Overview

1.1. HP interest and scope

In that the Program is an integral part of several HP product
solutions, HP and Visioneer agree to co-brand the Program
deliverables in the following areas:
<PAGE> 39
1.1.1. the software installation process;

1.1.2. the One-Minute Guide;

1.1.3. the PaperPort application (including on-line help);

1.1.4. other printed materials such as product manuals,
product packaging and disk and/or CD-ROM labels.

2. TRADEMARK USAGE GUIDELINES

2.1. Where appropriate, XXXXX must be displayed at least once on
each item of product advertising, literature, packaging, and
screen display. Any display of the PaperPort logotype shall
conform to the usage guidelines enumerated in Section 3
(Visioneer will provide artwork at its expense if necessary).

2.2. Visioneer's ownership of the PaperPort trademark will receive
appropriate citation in HP's product advertising, literature
and packaging where appropriate. Citation will state: XXXXX.

2.3. Visioneer shall be included in the review and approval cycles
for all materials containing its logos or trademarks to ensure
compliance, as long as doing so does not in any way delay
development schedules. If development schedules would be
adversely impacted, Visioneer will receive an "FYI copy" of
the piece being developed for their review.

2.4. XXXXX (with the appropriate citation to Visioneer) shall be
used on first reference in the product user manuals when
discussing the licensed program. All subsequent references to
PaperPort may be abbreviated as XXXX.

3. PAPERPORT TYPE TREATMENT USAGE GUIDELINES

3.1. It is important that the product name be instantly
recognizable. Therefore, it must always be presented in the
same way, without changes or embellishments.

3.1.1. The correct type font is Futura Bold and should never
be used in a font size smaller than eight (8) point.

3.2. Visioneer name and logo are best displayed with adequate clear
space. There is no maximum size limit except that indicated by
good design. However, the symbol should always be smaller than
the licensee's corporate or brand identity as it appears on
the same product or on printed materials. Whatever the symbol
size, the proportions of the graphic element and the logotype
should always remain the same. The Visioneer logotype may be
reduced in size to a minimum 40mm in width.

3.3. Color logos should be printed on a white background. Color
logos are always preferable to black and white reproductions.
Pantone colors are preferable to process colors.

3.3.1. PANTONE COLORS: XXXXX.

3.3.2. PROCESS COLORS: XXXXX.

4. Ownership and process definitions

In this cooperative branding effort, HP will share customer
exposure to both the Hewlett-Packard (and perhaps associated
sub-brands) and the PaperPort brand names. Under this
agreement, HP will own and manage certain parts of the
customer experience with the primary software application and
associated software modules. A description and scope of these
efforts are as follows:

4.1. Scope of co-branding efforts

The co-branding effort will be limited to the XXXXX software
for XX naming convention. There are no current plans to
co-brand the ScanJet (or any other HP

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sub-brand) and PaperPort names. In all uses, these two (2)
brand names will generally follow the usage pattern, size and
visual weighting established in the approved splash screen.

4.1.1. Joint Naming/Graphical Treatment

HP will develop a co-naming structure and associated
graphical treatment that will be agreed upon by both
companies. HP will also provide Visioneer with
necessary graphical buttons or icons needed to modify
the software interface as agreed upon by HP and
Visioneer (see Sections 4.1.3.3 and 4.1.3.4).

4.1.2. Printed Information Products

HP-developed Information Products will be authorized
to freely use the phrasing and graphical treatment of
the joint name as agreed upon in Sections 2 and 3.
This includes, but is not limited to, manuals;
diskette and/or CD-ROM packaging and labels; product
packaging; and promotional pieces (including
advertising/public relations efforts).

4.1.3. Windows

4.1.3.1.1. XXXXX.

4.1.3.1.2. XXXXX.

4.1.3.1.3. XXXXX.

4.1.3.1.4. XXXXX.

4.1.3.1.5. XXXXX.

4.1.3.1.6. XXXXX.

4.1.3.1.6.1. XXXXX.

4.1.3.2. Installation process

4.1.3.2.1. XXXXX.

4.1.3.3. One-Minute Guide

4.1.3.3.1. XXXXX.

4.1.3.3.2. XXXXX.

4.1.3.3.3. XXXXX.

4.1.3.3.4. XXXXX

4.1.3.4. XXXXXX

4.1.3.4.1 XXXXX

4.1.3.5. Additional user interface modifications will
be made to remove Visioneer references and
XXX appearances as follows:

4.1.3.5.1 XXXXX

4.1.3.5.2 XXXXX

4.1.3.5.3 XXXXX

4.1.3.5.4 XXXXX

4.1.3.5.5 XXXXX

4.1.3.5.6 XXXXX

4.1.3.6. HP will provide sample files for English,
and localized versions which Visioneer will
include in the Software Products.

4.1.4. Macintosh

4.1.4.1. Installation process

XXXXX.

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<PAGE> 41
4.1.4.2. One-Minute Guide

4.1.4.2.1. XXXXX

4.1.4.2.2. XXXXX.

4.1.4.3. Additional user interface modifications will
be made to remove Visioneer references and
XXX appearances as follows:

4.1.4.3.1. XXXXX.

4.1.4.3.2. XXXXX.

4.1.4.3.3. XXXXX.

5. Software Version Naming

There are differences between the applications being shipped by HP and
Visioneer, therefore different version naming conventions will be
applied to minimize potential customer confusion and facilitate
customer support.

5.1. Version naming structure

Chardonnay Zinfandel Ripple
--------------------------------------------------------------
XX XX XX XX
--------------------------------------------------------------

These naming conventions for HP versions will be referenced
where applicable within the application (including but not
limited to the XXX dialog box). Additionally, HP will use this
naming structure, where appropriate, on product packaging,
diskette and/or CD-ROM packaging and labels and promotional
pieces. Visioneer reserves the right to maintain a parallel
versioning mechanism where not readily visible to users and
where necessary to permit proper operation of version-checking
program operation. An example would be in records within a
file to allow the Viewer to distinguish between XXX versions,
or in XXX files to distinguish software capabilities
implemented.

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EXHIBIT F UPGRADE PROCESS AND PRODUCT REGISTRATION

This Exhibit addresses the Upgrade process for purchasers of the Program.

1. REGISTRATION

1.1. Hewlett-Packard Customers

HP will maintain primary "ownership" of customers who have
purchased the Program from HP. This ownership will begin with
the product purchase/customer registration and will be
retained via product support throughout the life of the
product.

1.2. Registration Process

Visioneer seeks to maximize the potential for Upgrade
revenues. Encouraging HP customer registration for business
use by each company as defined in Section 2.1 is a key element
of this strategy.

Registration process alternatives are implemented through a
serial number scheme that enables features described below.
Visioneer will provide HP, and HP will provide end-users with
appropriate serial numbers to implement the following
registration mechanisms.

1.2.1. Chardonnay

1.2.1.1. XXXXX.

1.2.1.2. XXXXX.

1.2.1.3. XXXXX.

1.2.2. Zinfandel

1.2.2.1. XXXXX.

1.2.2.2. XXXXX.

1.2.2.3. XXXXX.

2. REGISTERED USERS

2.1. Based solely on the customer registration data collected from
users of the Program shipped with HP products, HP will provide
to a bonded mailhouse on a quarterly basis, a blind mailing
list of HP customer names and addresses that as of such date
registered HP flatbed, sheetfed, and/or network scanner
products. This list may be used by Visioneer for the sole
purpose of marketing its software products, including the
distribution of Upgrades. Visioneer will be limited to no more
than

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<PAGE> 43
XX contacts with the HP customers per year and HP must approve
(such approval not to be unreasonably withheld) the content
and timing of any and all mailings prior to usage. Visioneer
shall pay all expenses associated with the bonded mailhouse,
but Licensor will not be required to pay any additional
charges associated with access to, or rental of, the HP
registered customer mailing list.

2.1.1. Visioneer is required to verify operability of any
Upgrade on HP Products prior to initiating contact
with HP customers regarding Upgrade availability (see
Section 3.1.3).

2.2. Visioneer and HP's XXXXX will exchange their most current
respective customer names and addresses for the sole purpose
of HP marketing XXXXX solutions to Visioneer scanner customers
and Visioneer marketing software to HP's XXXXX customers. The
customer names supplied under this paragraph will be XX
customers who indicate use of an accepted XX operating system
and/or a XX. All such customer names and addresses will be
provided by Visioneer and HP's XXXXX operation, as the case
may be, through a bonded mailhouse on a quarterly basis. Use
of the other party's list will be limited to no more than XX
contacts with the customer per year and the disclosing party
must approve (such approval not to be unreasonably withheld)
the content and timing of any and all mailings prior to usage.
The party using a list shall pay all expenses associated with
the bonded mailhouse, but will not be required to pay any
additional charges associated with access to, or rental of,
the other party's mailing list.

3. UPGRADE PROCESS

3.1. Overview

Visioneer will be solely responsible, except as set forth
elsewhere in this agreement, for providing an upgrade process
for customers of the Program and prior versions of Visioneer
PaperPort software shipped with HP products.

3.1.1. Any software Upgrade product in any language that
Visioneer makes available to its customers or other
OEM customers will be made available to HP customers.

3.1.2. To the extent that there are unsupported languages
for software Upgrade products, Visioneer and HP will
discuss in good faith developing localization(s) per
the procedure applicable for Customized Versions of
the Program.

3.1.3. Visioneer is solely responsible for verification of
operability of any Upgrade on HP Products.

3.2. Worldwide Process

Visioneer will provide a worldwide process, including a sales
presence in Europe and Asia, to insure that HP customers as
described in Section 3.1 can obtain

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<PAGE> 44
during the customers normal working hours, and without
incurring unreasonable expense, the latest version of
Visioneer's Upgrades.

3.2.1. XXXXX are critical customers for the worldwide
process. To the extent HP notifies Visioneer of a
problem with its worldwide Upgrade process and
Visioneer fails to rectify said problem in a
reasonable period of time, HP can provide the Base
Upgrade to customers. Visioneer will provide the
Base Upgrade to HP for distribution at XXXXX of
Visioneer's end user price for such Base Upgrade.

3.3. Pricing

Visioneer will charge HP customers no more for Upgrades or
associated shipping costs than the lesser of what Visioneer
normally charges for such Upgrades or associated shipping
costs to Visioneer customers or other OEM customers.

3.4. Software for XXX

Beginning XXX, HP may bundle Program software with its XX
product provided the XX per copy royalty set forth in this
agreement is paid, but Program software may not be offered on
a standalone basis as an upgrade by HP to its customers.

3.5. XXXXX

When Visioneer introduces Upgrades, it will also make
available specific Upgrade packages for XXXXX licenses for
customers of HP network scanner products, comparable to seat
upgrade prices at the time of this agreement, consistent with
the spirit of Section 3.3.

3.6. Timing of Upgrade Offer

Visioneer will not market Upgrades to HP scanner customers
until ninety (90) days after the HP scanner product is
purchased by an end user.

3.7. Support

Visioneer will provide support for Upgrades provided to HP
customers at the same level of support provided to other
Visioneer customers.

4. REPORTING

4.1. Visioneer recognizes and acknowledges the importance to HP of
customer Upgrade request and acceptance statistics, and
commits to providing a report containing information on the
total number of HP customer requests for Upgrades since the
last report and the percentage of HP customers choosing to
upgrade based on the number of Upgrade notices mailed. This
report will be provided XXX days prior to the subsequent
Upgrade mailing date, but not less than XX (example: last
Upgrade mailing was XX,

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next target Upgrade mailing date is XX. On XX, a report is
mailed to HP, detailing XXX customer Upgrade requests between
XX and XX and that a XX Upgrade acceptance rate was achieved
on the XX Upgrade mailing to XXX customers).

4.2. Visioneer's list of HP scanner customers who purchase Upgrades
will be made available quarterly to HP upon HP's request for
internal business purposes only, and not for the purposes of
marketing software. This list will be owned by Visioneer, will
be deemed Confidential, and may not be disclosed to any third
party software vendors without Visioneer's prior written
consent.

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EXHIBIT G HP SOFTWARE LICENSE TERMS

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 SOFTWARE
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 LICENSE TERMS

The following License Terms govern your use of the accompanying Software unless
you have a separate written agreement with HP.

LICENSE GRANT. HP grants you a license to Use one copy of the Software. "Use"
means storing, loading, installing, executing or displaying the Software. You
may not modify the Software or disable any licensing or control features of the
Software. If the Software is licensed for "concurrent use", you may not allow
more than the maximum number of authorized users to Use the Software
concurrently.

OWNERSHIP. The Software is owned and copyrighted by HP or its third party
suppliers. Your license confers no title or ownership in the Software and is not
a sale of any rights in the Software. HP's third party suppliers may protect
their rights in the event of any violation of these License Terms.

COPIES AND ADAPTATIONS. You may only make copies or adaptations of the Software
for archival purposes or when copying or adaptation is an essential step in the
authorized Use of the Software. You must reproduce all copyright notices in the
original Software on all copies or adaptations. You may not copy the Software
onto any bulletin board or similar system.

NO DISASSEMBLY OR DECRYPTION. You may not disassemble or decompile the Software
unless HP's prior written consent is obtained. In some jurisdictions, HP's
consent may not be required for disassembly or decompilation. Upon request, you
will provide HP with reasonably detailed information regarding any disassembly
or decompilation. You may not decrypt the Software unless decryption is a
necessary part of the operation of the Software.

TRANSFER. Your license will automatically terminate upon any transfer of the
Software. Upon transfer, you must deliver the Software, including any copies and
related documentation, to the transferee. The transferee must accept these
License Terms as a condition to the transfer.

TERMINATION. HP may terminate your license upon notice for failure to comply
with any of these License Terms. Upon termination, you must immediately destroy
the Software, together with all copies, adaptations and merged portions in any
form.

EXPORT REQUIREMENTS. You may not export or re-export the Software or any copy or
adaptation in violation of any applicable laws or regulations.

U.S. GOVERNMENT RESTRICTED RIGHTS. The Software and documentation have been
developed entirely at private expense and are provided as "Commercial Computer
Software" or "restricted computer software". They are delivered and licensed as
"commercial computer software" as defined in DFARS 252.227-7013 (Oct 1988),
DFARS 252.211-7015 (May 1991) or DFARS 252.227-7014 (Jun 1995), as a "commercial
item" as defined in FAR 2.101 (a), or as "Restricted computer software" as
defined in FAR 52.227-19 (Jun 1987) (or any equivalent agency regulation or
contract clause), whichever is applicable. You have only those rights provided
for such Software and Documentation by the applicable FAR or DFARS clause or the
HP standard software agreement for the product.

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<PAGE> 47
EXHIBIT H ESCROW AGREEMENT FOR SOURCE CODE

ACCOUNT NUMBER: _______________

THIS ESCROW AGREEMENT is entered into by and among DATA SECURITIES
INTERNATIONAL, INC., a California corporation with offices at 49 Stevenson
Street, Suite 550, San Francisco, California 94104 ("Holder"); Visioneer, Inc.,
a Delaware corporation with offices at 2860 W. Bayshore Road, Palo Alto,
California 94303 ("Licensor"); and HEWLETT-PACKARD COMPANY, a California
corporation with principal offices at 3000 Hanover Street, Palo Alto, California
94304, and a business address at 11413 Chinden Boulevard, Boise Idaho 83714
("HP").

RECITALS

This Escrow Agreement is effective as of _______________________________.

This Escrow Agreement is entered into in furtherance of the provisions and
objectives of that certain Software License Agreement effective as of August 14,
1996 between HP and Licensor ("Software License Agreement").

For valuable consideration acknowledged by each, the parties agree that:

1. Deposit. Licensor shall deposit with Holder those materials specified in
Exhibit 1 ("Deposit"). Licensor shall keep the Deposit at the current
revision level on a semi-annual basis commencing with the effective date of
this Escrow Agreement. In addition, Licensor shall update the Deposit at
any time during the term or any renewal term of this Escrow Agreement that
Licensor issues a new version or release of the Deposit. Licensor also
agrees to comply with Holder's reasonable requests for the deposit or
replacement of Deposit materials likely to physically degrade.

2. Retention of Replaced Deposit. Holder will destroy any replaced Deposit
unless HP instructs Holder to retain it within twenty (20) days of notice
from Holder of such replacement. Retention of the replaced Deposit may
incur an additional fee, as specified in Holder's fee schedule.

3. Verification and Delivery. The Deposit shall be packaged for storage as
reasonably instructed by Holder and accompanied by a cover sheet
identifying the contents as indicated in Exhibit 1. Risk of loss or damage
to the Deposit during shipment shall lie with the party sending it. HP
shall have the right to verify each Deposit before shipment. Licensor shall
give HP fifteen (15) days advance written notice and opportunity to
inspect, witness compilation and otherwise reasonably assure itself of the
contents of the Deposit to be shipped. HP may authorize Holder to act in
its place. Licensor hereby grants HP and Holder, free of charge, the right
to use the facilities of Licensor during Licensor's normal business hours
under the supervision of an employee of Licensor, including its computer
systems, to verify the Deposit. Licensor shall make available technical
support personnel as necessary to verify the Deposit.

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<PAGE> 48
4. Storage of Deposit. Holder shall safekeep the Deposit in a security vault
and exercise the same high standard of care to protect the Deposit which
Holder would use to protect items of this nature which Holder might own,
but in no event less than that standard of care customary in the industry.

5. Use and Nondisclosure. Except as provided in this Escrow Agreement, Holder
shall not disclose or make any use whatsoever of the Deposit, nor shall
Holder disclose or make use of any confidential information provided to
Holder by Licensor or HP in connection with this Escrow Agreement without
the prior written consent of Licensor or HP, respectively. These
obligations shall continue indefinitely notwithstanding termination of this
Escrow Agreement.

6. Records and Audit Rights. Holder shall keep complete written records of the
activities undertaken and materials prepared pursuant to this Escrow
Agreement. Upon reasonable notice to Holder during the term of this Escrow
Agreement, Licensor and HP shall be entitled to inspect and request the
records of Holder with respect to this Escrow Agreement at reasonable times
during normal business hours at Holder's facilities and to inspect the
Deposit required then to be held by Holder.

7. Release of Deposit. If HP notifies Holder of the occurrence of a release
condition as defined in Exhibit 2, Holder shall immediately notify Licensor
and provide Licensor with a copy of the notice from HP. Licensor shall have
ten (10) business days from the date Holder sends its notice to notify
Holder, with a copy to HP, that the release condition has not occurred or
has been cured. Failing such timely notice, Holder shall release a copy of
the Deposit to HP. However, if Holder receives timely notice from Licensor,
Holder shall not release a copy of the Deposit but shall instead institute
the Dispute Resolution Process below within five (5) business days of such
timely notice from Licensor.

8. Dispute Resolution Process. Holder shall first notify Licensor and HP in
writing of contrary instructions from HP and Licensor for release of the
Deposit. Within XXXXX business days after the date the notice is sent by
Holder, XXXXX referees shall be appointed, XXXXX . Each party shall notify
the others of its referee's identity within the XXXXX period or forfeit its
right to XXXXX.

8.1. On the XXXXX business day after the dispute notice from Holder, the
referees shall meet at the offices of Holder in San Francisco, CA
and shall hear testimony and other evidence that Licensor and HP may
wish to present with respect to the dispute. The meetings shall
proceed with whatever number of duly appointed referees attend the
meetings, and shall be conducted from 8:30 am. to 5:30 p.m. on no
more than XXXXX consecutive business days, national holidays
excluded. HP shall present up to XXXXX days of evidence followed by
up to XXXXX days of presentation from Licensor, followed by a final
day reserved for rebuttal by each party in the morning and
afternoon, respectively. Licensor, HP and Holder agree that the
evidence and results of the hearings shall not be disclosed to third
parties.

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<PAGE> 49
8.2. Within XXXXX days after the close of the presentations, the referees
shall resolve the dispute by majority vote. Any refusal to vote
shall be deemed an abstention by that referee. In the event of a
tie, the Deposit shall not be released.

8.3. This dispute resolution process shall be the exclusive means for
resolving disputes to which it applies, and the decision of the
referees shall be final, conclusive and enforceable by a court of
competent jurisdiction. All costs of the referees shall be borne by
the unsuccessful party.

9. Joint Release. HP and Licensor may, by joint written instruction to Holder,
authorize the release of the Deposit or a copy of it to the party named in
the instruction.

10. Rights in Deposit. Rights in the Deposit are stated in Exhibit 3.

11. Term and Termination. This Escrow Agreement shall have an initial term of
XXXXX, renewable upon receipt by Holder of the specified renewal fee.

11.1. If Holder does not receive the renewal fee by the XXXXX of this
Escrow Agreement, Holder shall give notice to Licensor and HP. If
the fee is not received from Licensor or HP within thirty (30) days
of such notice, this Escrow Agreement shall expire. Upon expiration
of this Escrow Agreement, Holder will, at Licensor's option, either
destroy or return the Deposit to Licensor. All obligations of
Holder under this Escrow Agreement shall terminate thereafter,
except for those stated in Section 5 (Use and Non-Disclosure) of
this Escrow Agreement.

12. Fees. All fees shall be due from HP in full upon receipt of Holder's
invoice. Fees shall be those specified in Holder's schedule of fees in
effect for the initial term of this Escrow Agreement plus taxes. To be
effective, Holder must notify Licensor and HP at least ninety (90) days
prior to expiration of the initial term (or any renewal term) of this
Escrow Agreement of any scheduled increase for the succeeding renewal term.

13. Account Representative. Licensor, HP and Holder shall each designate an
authorized individual(s) to receive notices and otherwise act on behalf of
Licensor in connection with this Escrow Agreement, as set forth in Exhibit
4. Representatives may be changed by written notice to the other parties.

14. Notices. All notices in connection with this Escrow Agreement shall be in
writing addressed to the Account Representatives, shall be sent by
certified mail, return receipt requested, and shall be effective
forty-eight (48) hours after so deposited with the U.S. Postal Service.

15. Authenticity. Holder may act in reliance upon any instruction, instrument
or signature believed to be genuine and may assume that it has been duly
authorized.

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<PAGE> 50
16. Hold Harmless. Licensor will hold Holder harmless against any action
regarding the release or refusal to release a copy of the Deposit by Holder
so long as Holder has acted in good faith and in accordance with this
Escrow Agreement.

17. Governing Law. This Escrow Agreement shall be governed by and construed in
accordance with the laws of the State of California without regard to
conflict of laws principles.

18. Merger. The Software License Agreement and this Escrow Agreement, including
the Exhibits, constitutes the entire agreement between the parties
concerning the subject matter hereof and shall supersede all previous
communications, representations, understandings, and agreements, oral or
written, between the parties.

19. Severability. If any provision of this Escrow Agreement is held by any
court to be invalid or unenforceable, then that provision will be severed
from this Escrow Agreement and the remaining provisions shall continue in
force.

20. Assignment. No party may assign any rights or obligations of this Escrow
Agreement without the prior written consent of the others and any attempt
to do so shall be deemed void.

21. Waiver. Waivers of any right under this Escrow Agreement shall only be
effective if in writing signed by the party possessing the right.

22. Exhibits. The following Exhibits are made a part of this Escrow Agreement
by this reference:

Exhibit 1: Deposit
Exhibit 2: Release Conditions
Exhibit 3: Rights in Deposit
Exhibit 4: Account Representatives

HOLDER: DATA SECURITIES INTERNATIONAL, INC.

By:
Print Name:
Title:

LICENSOR: VISIONEER, INC.

By:
Print Name:
Title:

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<PAGE> 51
HP: HEWLETT-PACKARD COMPANY

By:
Print Name:
Title:

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<PAGE> 52
EXHIBIT 1 DEPOSIT

23. SOURCE CODE

23.1. A copy of source code, libraries, and headers and all source
documentation, listings and programmers' notes owned by
Visioneer and relating to the design, use, operation, and
maintenance of all:

23.1.1. All Programs and Resource Files, as defined and
included in the Software License Agreement;

23.1.2. Modifications, enhancements, new versions or
releases, additions, code corrections, and
workarounds of any Programs provided or required to
be provided to HP in the Software License Agreement;
and

23.1.3. Any of the above materials replaced by Licensor and
retained by Holder according to the terms of this
Escrow Agreement.

23.2. All Visioneer proprietary special tools, compilers,
interpreters, libraries, and other materials reasonably
necessary to create object code and related documentation for
the Programs.

23.3. A listing of all non-Visioneer proprietary tools, compilers,
interpreters, libraries, and other materials used to create
object code and related documentation for the Programs, and
the version number (if available).

23.4. A description of the development system, hardware, software,
compilers and the like sufficient for HP to continue
development and support of the Programs.

23.5. The Deposit shall be in printed format except that the source
code shall, in addition, be in machine-readable form in a
mutually agreeable form and media.

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EXHIBIT 1 (CONT'D) DEPOSIT

24. COVER SHEET FOR DELIVERY OF DEPOSIT

Deposit Account Name

Deposit Account Number

Deposit Supplement to Deposit Replacement of Deposit

Program Name ____________________________________________________Version
Date _____________________________ CPU/OS _______________________Compiler
Application
Utilities needed
Special Operating Instructions
Media _______________________________________ Quantity

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EXHIBIT 2 RELEASE CONDITIONS

The source code Deposit shall be released to HP upon the occurrence of any of
the following events:

25. XXXXX

26. XXXXX

27. XXXXX

28. XXXXX

29. XXXXX
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EXHIBIT 3 RIGHTS IN DEPOSIT

30. Licensor hereby grants to Holder ownership of and title to those
physical copies of the Deposit delivered to Holder subject to Holder's
agreement to use, reproduce and release the Deposit only as necessary
to fulfill its obligations under this Escrow Agreement. Notwithstanding
the foregoing and any other provision of this Agreement, Licensor will
retain ownership of all intellectual property rights, including patent,
copyright, mask work, trade secret or other rights, of the Deposit.

31. Licensor hereby grants to HP a present license in the intellectual
property content of the Deposit, exercisable upon release of the
Deposit by Holder to HP. HP's license is worldwide, non-exclusive and
fully paid-up. HP's license is limited in duration to the term of
Visioneer's support obligations under the Software License Agreement or
such shorter period of time until Licensor demonstrates its continuing
ability to HP, as determined by the referees and following the
procedures set forth in Section 8 of this Escrow Agreement, that the
release condition which was the subject of the release of the Deposit
is no longer in occurrence or has been cured and that Licensor will
continue to adhere to the support conditions of this Agreement
("License Termination Date"). HP's license is restricted to the
furtherance of HP's rights or fulfillment of Licensor's support
obligations as set forth in Exhibit 4 of the Software License Agreement
or extensions of the Software License Agreement. Subject to the above
limitations, the license includes the right to reproduce, translate,
modify or create derivative and collective works for support purposes
only; and the right to distribute copies, translations, derivative
works, and collective works of any Deposit user documentation or
software (software in machine-readable form only) for support purposes
only under any intellectual property right including patent, copyright,
mask work, trade secret or other right. In all cases, HP's license
includes the right to use subcontractors, provided such subcontractors
agree to the License restrictions set forth herein and the
confidentiality provisions of the Agreement. Upon the License
Termination Date, HP shall grant to Visioneer a non- revocable
unlimited license to use in object form and source code form derivative
works of the source code created by HP.

32. In addition, subject to Licensor's rights therein, Licensor grants to
HP the right to use any materials from Licensor's vendors and
subcontractors reasonably required for the manufacture, support and
distribution of the products to which the Deposit relates ("Related
Materials").

33. HP shall treat the Deposit and Related Materials as confidential
information according to the terms of the Software License Agreement.

34. Upon the or each License Termination Date, HP shall return all copies
of the Deposit and Related Materials, and any copies of derivative
works thereof, to the Holder to maintain in accordance with this Escrow
Agreement, and all licenses granted to HP hereunder shall not be
exercisable until the next release, if any, authorized under this
Exhibit.

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EXHIBIT 4 ACCOUNT REPRESENTATIVES

LICENSOR: Copy to:

Name
Title
Address

Phone

HP: Copy to:

Name
Title
Address

Phone

HOLDER:

Name
Title
Address

Phone

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EXHIBIT I THIRD-PARTY SOFTWARE (OCR)

1. PRODUCT SPECIFICATION:

Subject to Section , Visioneer will provide with the Program(s) the
following OCR engines XXXXX :

1.1. XXXXX Product Specification (see Exhibit A1).

1.1.1. Chardonnay Integrated OCR:

1.1.1.1. XXXXX.

1.1.1.2. XXXXX.

1.1.2. Zinfandel OCR:

1.1.2.1. XXXXX.

1.2. XXXXX Product Specification (see Exhibit A2).

1.2.1. Ripple Integrated OCR:

1.2.1.1. XXXXX.

2. PARTY RESPONSIBILITIES:

2.1. Chardonnay, Zinfandel, and Ripple.

2.1.1. HP will negotiate directly with XXXXX and will pay
XXXXX directly for all royalties for the OCR engines
that will be shipped as part of Program(s).

2.1.2. Visioneer will provide HP and third party OCR vendors
with an OCR API specification for Program(s) by XXXXX
for Chardonnay and Ripple, and XXXXX for Zinfandel.

2.1.3. In addition, HP has the right to provide the OCR API
specification(s) for XXXXX to third party OCR
vendors. Any subsequent OCR API specifications will
be provided to HP and third party OCR vendors as soon
as possible, but not later than XXXXX of subsequent
Program(s). See also Exhibit A1 sections regarding
Exhibit L1 and Exhibit L2.

3. VISIONEER-PROVIDED OCR

3.1. Visioneer will work with the OCR vendor to define and
implement a mutually agreed-upon code drop process and
schedule between the vendor and Visioneer to
<PAGE> 58
be followed throughout Beta and subsequent phases to ensures
that delivery of Program(s) will meet the schedule specified
in Exhibit A1 and Exhibit A2.

3.2. Visioneer will resolve defects involving OCR by following the
same provisions as outlined in Exhibit C including timely
responses to defect resolution.

3.3. Visioneer will provide to HP updated OCR engines as part of
its Program(s) drops throughout Beta and subsequent phases.

3.4. Visioneer will test all OCR links and all OCR-dependent links
that appear on the Program(s) link bar such as word
processing, database and spreadsheet links.

3.5. Visioneer will test non-link OCR functionality available
through the desktop including OCR preferences and clipboard
OCR.

4. THIRD-PARTY-PROVIDED OCR

4.1. HP owns direct technical relationship to the OCR vendor
including:

4.1.1. providing OCR engine specifications.

4.1.2. performing Quality Assurance testing.

4.1.3. managing the vendor relationship.

4.1.4. coordinating software deliverables between the OCR
vendor and Visioneer.

4.1.5. managing defect analysis, prioritization and
resolution.

4.1.6. installation, unless there is an HP decision to
contract with Visioneer for an install program for
additional NRE to be agreed upon.

4.2. Visioneer defect resolution process:

4.2.1. Visioneer will use reasonable efforts to address
defects involving the integration of OCR into
Program(s) in the same manner as other defects as
described in Exhibit C.

4.2.2. Visioneer will use reasonable efforts to investigate
defects that are not clearly defined to be in either
the OCR engine itself or in the OCR integration at
the same time as the OCR vendor investigates the
defects, and to work with the OCR vendor to determine
the best resolution.

HP has the right to distribute beta and subsequent versions of
the Program(s) to OCR vendors for integration purposes under
appropriate nondisclosure agreements with HP under which
Visioneer is a named third-party beneficiary.

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5. SCHEDULE:

5.1. Chardonnay:

5.1.1. XXXXX.

5.2. Zinfandel:

5.2.1. XXXXX.

5.2.2. XXXXX.

5.3. Ripple:

5.3.1. XXXXX.

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EXHIBIT J1

XXXXX INFORMATION PRODUCT LOCALIZATION

1. INFORMATION PRODUCTS

1.1. The information products discussed in this Exhibit include the
hardcopy and online documentation that accompanies all HP
products in conjunction with the Visioneer PaperPort program.
Visioneer is to deliver the following final information
products for the XXXXX version of the PaperPort program:

1.1.1. XXXXX

1.1.2. XXXXX

1.1.3. XXXXX

1.2. all generalized to meet the needs of all HP products. A
timeline for these deliverables, based on the product
milestones in Exhibit A1, will be mutually agreed upon by HP
and Visioneer.

1.3. HP will provide printed and/or online end-user documentation
that references the Visioneer PaperPort software, leveraged
from the XXXXX user's guide provided by Visioneer.

2. LOCALIZATION

2.1. The localization discussed in this Exhibit includes the XXXXX
platform:

2.1.1. XXXXX

2.1.2. XXXXX

2.1.3. XXXXX

2.1.4. XXXXX

2.1.5. XXXXX

2.2. Visioneer is to provide the final localized versions of these
components in XXXXX . A timeline for these deliverables, based
on the product milestones in Exhibit A1, will be mutually
agreed upon by HP and Visioneer. These components shall be
verified and tested according to verification tests mutually
agreed upon between HP and Visioneer.
<PAGE> 61
2.3. HP will localize the components listed above in languages
beyond XXXXX . Visioneer is to provide XXXXX software resource
files, test files for localization set-up, the software test
plan to support the localization process, as well as
engineering support as outlined in Exhibit A1 to ensure that
all localized versions of the PaperPort software function
correctly.

2.3.1. The language set for Chardonnay will be XXXXX .

2.3.2. There will be no XXXXX localization for Zinfandel.

2.4. Visioneer shall provide a build kit, including instructions
and all the files necessary for an HP localization company to
build and compile the software, for additional language
translation. Support for additional languages will be charged
for separately as described in Exhibit B of this contract.

3. INFORMATION PRODUCTS DEVELOPMENT AND SUPPORT

Visioneer shall:

3.1. Provide the Program as defined in Exhibit A1

3.2. Provide additional schedule information to be delivered to HP
Information Engineering and updated when Visioneer's software
and/or information product development for Chardonnay and
Zinfandel schedule changes. The schedule shall identify
Information Products milestones, including:

3.2.1. XXXXX

3.2.2. XXXXX

3.2.3. XXXXX

3.2.4. XXXXX

3.2.5. XXXXX

3.2.6. XXXXX

3.3. Provide an outline and preliminary and final drafts of the
XXXXX version of the XXXXX in printed and electronic forms,
sent to HP Information Engineering at the same time they go to
the Visioneer team for review.

3.4. Review sections of HP-developed documentation that address the
Program for verification of content accuracy and completeness.
The review shall be completed within one week of the delivery
of preliminary and final document drafts to Visioneer.

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3.5. Provide software builds for HP to obtain XXXXX . These builds
will be delivered electronically according to the project
schedule beginning with the delivery of the Alpha release of
the software.

3.6. Provide a final version of the XXXXX resource files, as well
as source files and compiled versions of the XXXXX . These
will be delivered to HP electronically according to the
project schedule.

4. LOCALIZATION DEVELOPMENT AND SUPPORT

Visioneer is to provide an information product plan which includes
software XXXXX glossaries, a detailed outline of the information that
will be included in the XXXXX , XXXXX for the Program, and the
localization strategy. The document shall also include a section that
describes deliverables to HP and any outstanding issues that may impact
the scheduled hand-off of these deliverables. The information product
plan shall be provided to HP Information Engineering for the Chardonnay
and Zinfandel products, and shall be updated as the scope of the
product changes.

5. PROGRAM LOCALIZATION

Provide Alpha and Beta versions of the XXXXX software along with
release notes. The software will be delivered to HP electronically
according to Exhibit A1. Release notes will describe the current state
of the software and any known problems.

6. LOCALIZATION SUPPORT

Provide written verification and qualification test scripts XXXXX prior
to the final draft of the XXXXX . Visioneer will also provide full
detail of all bug reports logged against the XXXXX during the software
quality assurance verification process.

7. COMMUNICATION AND PROBLEM SOLVING PROCESS

7.1. Visioneer and HP teams agree to meet weekly (via conference
call or physical visitation) to discuss project status, ensure
that issues are resolved, and that the project milestones are
met.

7.2. Visioneer and HP will agree on an escalation path for
resolution of critical issues that potentially impact product
quality and the delivery of products according to the project
schedule (see Exhibit C).

7.3. HP shall:

7.3.1. Provide a project schedule, mutually agreed to by
Visioneer and HP that identifies critical hand-off
dates: project definition including information
product development timelines, preliminary and final
documentation draft distribution, XXXXX source file
transfer requirements for beginning the localization
process, and final XXXXX localization file transfer
for integration purposes.

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<PAGE> 63
7.3.2. Provide preliminary and final review drafts of
HP-developed documentation that address the Program
for Visioneer's verification of content accuracy and
completeness. Visioneer shall receive draft copies at
the same time they are routed to HP project team
members, with a one-week review period. HP shall
incorporate Visioneer's feedback as appropriate while
meeting the goals of the project.

7.3.3. Assume the responsibility of adapting Visioneer's
electronic files to HP's publication tools, as well
as adapting publications content to its needs.

7.3.4. Provide to Visioneer summaries of any usability
tests, external beta tests and company champion
reviews of localized documents that identify customer
information requirements and/or software usability
issues. At its discretion, Visioneer may incorporate
this information in the design and development of the
current PaperPort software and user information
products.

7.4. Refer also to the Exhibit C Pre-Release Defect Tracking
Process section. If necessary, the escalation process
described in Exhibit D can be invoked.

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EXHIBIT J2 XXX INFORMATION PRODUCT LOCALIZATION

1. XXX INFORMATION PRODUCTS

1.1 The information products discussed in this addendum include the
hardcopy and online documentation that accompanies all HP products in
conjunction with the Program. Visioneer is to deliver the following
final information products for the XXX versions of the Program:

1.1. XXX
1.2. XXX
1.3. XXX

1.2 all generalized to meet the needs of all HP products. A timeline for
these deliverables, based on the product milestones in Exhibit A2,
will be mutually agreed upon by HP and Visioneer.

1.3 HP will provide printed and/or online end user documentation that
references the Visioneer PaperPort software, leveraged from the XXX
user's guide provided by Visioneer.

2. MACINTOSH LOCALIZATION

2.1 The localization discussed in this addendum includes the XXX platform
product:

2.1.1. XXX
2.1.2. XXX
2.1.3. XXX
2.1.4. XXX
2.1.5. XXX

2.2 Visioneer is to provide the final localized versions of these
components in XXX . A timeline for these deliverables, based on the
product milestones in Exhibit A2, will be mutually agreed upon by HP
and Visioneer. These components shall be verified and tested according
to verification tests mutually agreed upon between HP and Visioneer.

2.3 HP will localize the components listed above in languages beyond XXX .
Visioneer is to provide XXX software resource files, test files for
localization set-up, the software test plan to support the
localization process, as well as engineering support as outlined in
Exhibit A2 to ensure that all localized versions of the PaperPort
software function correctly.

2.3.1. The language set for Ripple will be XXX .

2.4 Visioneer shall provide a build kit, including instructions and all
the files necessary for an HP localization company to build and
compile the software, for additional language translation. Support for
additional languages will be charged for separately as described in
Exhibit B of this contract.

3. INFORMATION PRODUCTS DEVELOPMENT AND SUPPORT

Visioneer shall:

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<PAGE> 65
3.1 Provide the Program as defined in Exhibit A2.

3.2 Provide additional schedule information to be delivered to HP
Information Engineering and updated when Visioneer's software and/or
information product development for Ripple schedule changes. The
schedule shall identify Information Products milestones, including:

3.2.1. XXX
3.2.2. XXX
3.2.3. XXX
3.2.4. XXX
3.2.5. XXX
3.2.6. XXX

3.3 Provide an outline and preliminary and final drafts of the XXX version
of the XXX in printed and electronic forms, sent to HP Information
Engineering at the same time they go to the Visioneer team for review.

3.4 Review sections of HP-developed documentation that address the Program
for verification of content accuracy and completeness. The review
shall be completed within one week of the delivery of preliminary and
final document drafts to Visioneer.

3.5 Provide software builds for HP to obtain XXX . These builds will be
delivered electronically according to the project schedule beginning
with the delivery of the Alpha release of the software.

3.6 Provide a final version of the XXX resource files, as well as source
files and compiled versions of the XXX . These will be delivered to HP
electronically according to the project schedule.

4. LOCALIZATION DEVELOPMENT AND SUPPORT

Visioneer is to provide an information product plan which includes
software XXX glossaries, a detailed outline of the information that
will be included in the XXX , and XXX for the Program, and the
localization strategy. The document shall also include a section that
describes deliverables to HP and any outstanding issues that may
impact the scheduled hand-off of these deliverables. The information
product plan shall be provided to HP Information Engineering for the
Ripple product, and shall be updated as the scope of the product
changes.

5. PROGRAM LOCALIZATION

Provide Alpha and Beta versions of the XXX software along with release
notes. The software will be delivered to HP electronically according
to Exhibit A2. Release notes will describe the current state of the
software and any known problems.

6. LOCALIZATION SUPPORT

Provide written verification and qualification test scripts XXX prior
to the final draft of the XXX . Visioneer will also provide full
detail of all bug reports logged against the XXX during the software
quality assurance verification process.

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7. COMMUNICATION AND PROBLEM SOLVING PROCESS

7.1 Visioneer and HP teams agree to meet weekly (via conference call or
physical visitation) to discuss project status, ensure that issues are
resolved and that the project milestones are met.

7.2 Visioneer and HP will agree on an escalation path for resolution of
critical issues that potentially impact product quality and the
delivery of products according to the project schedule (see Exhibit
C). If necessary, the escalation process described in Exhibit D can be
invoked.

7.3 HP shall:

7.3.1. Provide a project schedule, mutually agreed to by Visioneer and HP
that identifies critical hand-off dates: project definition
including information product development timelines, preliminary and
final documentation draft distribution, XXX source file transfer
requirements for beginning the localization process, and final XXX
localization file transfer for integration purposes.

7.3.2. Provide preliminary and final review drafts of HP- developed
documentation that address the Program for Visioneer's verification
of content accuracy and completeness. Visioneer shall receive draft
copies at the same time they are routed to HP project team members,
with a one-week review period. HP shall incorporate Visioneer's
feedback as appropriate while meeting the goals of the project.

7.3.3. Assume the responsibility of adapting Visioneer's electronic files
to HP's publication tools, as well as adapting publications content
to its needs.

7.3.4. Provide to Visioneer summaries of any usability tests, external beta
tests and company champion reviews of localized documents that
identify customer information requirements and/or software usability
issues. At its discretion, Visioneer may incorporate this
information in the design and development of the current PaperPort
software and user information products.

7.4. Refer also to the Exhibit C Pre-Release Defect Tracking Process section. If
necessary, the escalation process described in Exhibit D can be invoked.

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<PAGE> 67
EXHIBIT K NOTICES

NOTICE AND RELATIONSHIP MANAGERS HP
LICENSOR

Account Manager XXX

XXX Technical Manager XXX

XXX Technical Manager XXX
Defects Contact
Support Contact

Notices with respect to the administration of this Agreement shall be addressed
to the Manager set forth above with a copy to the attention of the Legal
Department at 11413 Chinden Boulevard, Boise, ID 83714-1021.

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<PAGE> 68
VISIONEER INC. CONFIDENTIAL AND PROPRIETARY

EXHIBIT L1 XXX PAPERPORT XXX PROTOCOL

1. Purpose