Agreement - Intel Corp. and Crandell Group Inc.


                                   agreement


this agreement ("agreement") is entered into on 11-30, 1994, ("effective date")
by intel corporation ("intel"), having a place of business at 5200 ne elam young
parkway, hillsboro, or 97124-6497 and crandell group, inc. ("cgi"), having a
place of business at 125 east victoria, santa barbara, ca 93101. intel and cgi
are individually referred to herein as a "party" and collectively as the
"parties."

                                   recitals:
                                   -------- 

cgi has developed or will develop certain software programs, related materials
and documentation hereinafter celled the "products" and more explicitly defined
below.

intel desires to obtain from cgi a non exclusive license to use, market,
advertise, make or have made derivatives, copy and sublicense such products.

cgi desires to give intel such a license and to support intel in its
application.

                                   agreement:
                                   --------- 

now, therefore, in consideration of the foregoing recitals and the covenants and
conditions set forth in this agreement the parties agree as follows:

1.0  definitions
     -----------

1.1  "product(s)" means the software program(s), related materials and
     documentation specified in  exhibit a. products also includes any
     improvements made to the product and accepted by intel hereunder.

1.2  "error" means the error levels set forth in section 6.0.

1.3  "improvement(s)" means modifications, enhancements, upgrades and updates to
     the product supplied by cgi, which are related [*]described in exhibit
     a-1 but only those modifications, enhancements, upgrades and updates
     which are supplied by cgi and accepted by intel. cgi should  provide
     intel with the improvements at least thirty (30) days prior to cgi
     incorporating the improvement in its products. improvements do not
     include derivatives of the products or improvements created by intel or
     its sublicensees.

1.4  "nre" means non-recurring engineering.

1.5  "pcs" means personal conferencing specification.

                                       1

 
               [*] = certain information on this page has been omitted and filed
                     separately with the commission. confidential treatment 
                     has been requested with respect to the omitted portions.

1.6  "real time conferencing" means [*]

        [*]





2.0  term
     ----

     the initial term of this agreement will begin on the effective date and
     continue until june 1, 1997. this agreement shall be automatically
     extended at the end of the initial term for additional one (1) year
     terms, unless terminated by either party by giving written notice of
     termination to the other party within ninety (90) days prior to the end
     of any term.

3.0  license grant
     -------------

3.1  cgi grants to intel and its subsidiaries a non-exclusive, perpetual
     royalty-free, worldwide  license to the product in source and object
     code form, with the rights to incorporate, use, copy,  reproduce,
     modify, advertise, market, make or have made derivative works,
     manufacture or  have the product manufactured, and distribute in
     conjunction with an intel  conferencing/multimedia product .

3.2  cgi grants to intel and its subsidiaries a non exclusive, perpetual,
     royalty-free, worldwide  license to sublicense the products in source
     and object code form, only in combination with  real time conferencing
     software developer kits directly or through its subsidiaries,
     distributors and representatives. this license includes the right to
     copy and distribute the  product documentation.

3.3  products distributed by intel hereunder will be sublicensed to intel
     sublicensees in  accordance with intel's then current standard licensing
     programs. intel's sublicensees  may incorporate and use the source and
     object code version of the product only in conjunction  with a pcs-
     compliant real time conferencing sublicensee product.  sublicensees may
     not further sublicense the source code form of the product. sublicensees
     may not further sublicense the object code of the product except as
     described above.

3.4  cgi also grants intel and its sublicensees a non-exclusive right to use
     cgi's trademarks in  association with the product, provided that all
     such trademarks shall be clearly identified.  intel may also use its
     name and trademarks in association with cgi's.

3.5  all copies of the product made by intel and it sublicensees shall contain
     cgi's or its vendors copyright notices.

                                       2

 
3.6  cgi's copyright notices and trademarks are listed in exhibit c.

3.7  intel may distribute improvements to its sublicensees, subsidiaries,
     distributors, and representatives by any method (including electronic
     bulletin board) provided such method contains a procedure insuring such
     distribution of improvements are made only to intel's sublicensees,
     subsidiaries, distributors, and representatives properly licensed or
     authorized in accordance with this agreement.

3.8  intel acknowledges that cgi considers product source code to be a trade
     secret. intel  shall not disclose or otherwise make product source code
     available in whole or in part, in any  form, except with the same degree
     of care and sublicensing restrictions which intel provides  for its own
     confidential end trade secret information.

4.0  product
     -------

     cgi will develop and provide intel with the product deliverables,
     documentation, and materials as specified in exhibit a.

5.0  acceptance procedure
     --------------------

5.1  intel shall have sixty (60) days after receipt of each product in which to
     accept or reject it.  rejection will be based on the product's failure
     to meet the specifications identified in exhibit  a.

5.2  during the acceptance period, intel will give cgi written notice of any
     error in the product. cgi will correct such errors within thirty (30)
     days following receipt of notice. after cgi delivers a corrected product
     intel will have an additional sixty (60) days to accept or reject the
     corrected product. intel will notify cgi in writing of product
     acceptance.

5.3  if cgi fails to deliver an acceptable product within one hundred twenty
     (120) days after the  delivery date specified in exhibit a, intel may
     terminate this agreement in accordance with  paragraph 14.0,
     termination, and cgi will refund any fees paid hereunder.

6.0  maintenance,  support and training
     ----------------------------------

6.1  cgi shall exercise its best efforts to maintain the product at no cost to
     intel for the term of this agreement for all levels of errors described
     below, in accordance with the following procedure:

     a. level "1" error

     critical; line down error; basic service provided by the product is
     --------                                                           
     interrupted, the product is not usable for a major specified function.

     cgi response: within two (2) business days from intel's written
     notification to cgi and provided intel has provided cgi with the
     necessary hardware, software and documentation 

                                       3

 
     necessary for cgi to reproduce the problem, cgi shall provide to intel a
     proposed plan to correct such error. if a workaround cannot be found, an
     update will be prepared on an emergency basis.

     b. level "2" error:

     important; basic service provided by the product is degraded; some
     ---------                                                         
     functions may not be available or may be inadequate; convenient work
     around does not exist.

     cgi response: within ten (10) business days from intel's written
     notification to cgi and provided intel has provided cgi with the
     necessary hardware, software and documentation necessary for cgi to
     reproduce the problem, cgi shall provide to intel a proposed plan to
     correct such error. cgi shall provide a weekly status on its progress in
     resolving the problem. if a workaround cannot be found within a
     reasonable time, an update will be prepared on an emergency basis.

     c. level "3" error:

     minor or annoying; functional problems cause inconvenience to users of
     -----------------                                                     
     the product; workaround exists; the product recovers on its own, but the
     problem continues.

     cgi response: within thirty (30) calendar days from intel's written
     notification to cgi and provided intel has provided cgi with the
     necessary hardware, software and documentation necessary for cgi to
     reproduce the problem, cgi shall provide to intel a proposed plan to
     correct such error.  cgi shall provide  a monthly status on its progress
     in resolving the problem.

     d. level "4" error:

     suggestion or comment; no immediate response is necessary. suggestions
     ---------------------                                                 
     and comments can be incorporated in the next update if intel and cgi
     deem it appropriate. if intel is unable to solve a sublicensee's
     problem, cgi will assist intel by telephone according to the above
     priorities, with respect to the use and operation of the product.   such
     assistance will be available to intel at no cost continuously during
     cgi's regular business hours.

6.2  cgi agrees to provide intel with support for the product for a minimum of
     two (2) years  ("initial support period',) beginning june l, 1995. this
     initial support period may be renewed  for additional one-year periods
     upon agreement between the parties. in the event of a material  breach
     of the agreement by cgi, intel may terminate the any support period and
     receive a refund prorated as of the effective date of the termination.

6.3  if cgi fails to honor its obligations under this paragraph 6.0, intel may
     withhold any  payment due cgi under this agreement until cgi provides
     the required assistance.

                                       4

 
 6.4    cgi will provide at least two (2) days of training to intel's technical
        staff for the product  provided hereunder at intel's premises. training
        will cover the design, use and maintenance  of the product. training
        will be conducted at times mutually agreeable to intel and cgi  and
        intel will reimburse cgi for reasonable travel and living expenses.

 7.0    fees
        ----

        in consideration of the license granted and the support to be provided
        hereunder, intel shall compensate cgi in accordance with the fees set
        forth in exhibit b.

 8.0    taxes
        -----

        all taxes based upon intel's use, sale, or possession of the product,
        other than income or franchise taxes due from cgi will be borne and paid
        by intel.

 9.0    warranty
        --------

 9.1    cgi represents and warrants that it has good and merchantable title to 
        the products and has the sufficient right, title and interest in the
        products to enter into and perform this agreement and that it has not
        done nor will it do any act or entered into any agreement which limits
        or restricts performance of this agreement.

 9.2    cgi represents  and warrants that the product is cgi's original work and
        cgi agrees to  execute the certificate of originality set forth in
        exhibit d at the same time this agreement  is executed by cgi.

 9.3    during the term of this agreement, including any extensions hereof, cgi
        represents and  warrants that the product will meet the specifications
        set forth in exhibit a. cgi will use its  best efforts to correct any
        defects or errors which materially affect the operation of the product
        in accordance with the obligations set forth in paragraph 6, maintenance
        and support.

 9.4    any and all other express or implied warranties including  warranties of
        merchantability and fitness for a particular purpose are expressly
        excluded.

10.0    patent and copyright indemnification
        ------------------------------------

        cgi will defend any suit or proceeding brought against intel, its
        subsidiaries and its  sublicensees based on a claim that the product in
        whole or in part infringe any patent,  copyright, trade secrets, or
        other intellectual property right, if notified of such claim in writing
        and given authority, information and assistance (at cgi's expense) for
        the defense of same.  cgi will pay all damages and costs awarded therein
        against intel, its subsidiaries and its  sublicensees and all expenses
        incurred by them, including attorney fees. if the product or any
        portions thereof are held in such suit to constitute infringement and
        intel's use of the same is  enjoined, cgi will at its own expense,
        procure for intel, including its subsidiaries and its  sublicensees the
        right to continue using them, replace them with non-infringing products,
        or  modify them to become non-infringing.

                                       5

 
11.0    limitation of liability
        -----------------------

        neither party will be liable for any incidental, special or
        consequential damages, including but not limited to loss of profits or
        loss of use, arising out of any breach or failure under this agreement.

12.0    non-disclosure and confidentiality
        ----------------------------------


12.1    the terms, conditions and obligations under which either party may
        from time to time disclose or receive confidential information are set
        out in the corporate non-disclosure agreement  ("cnda") number 46163
        executed between the parties.   the parties may disclose confidential
        information to each other pursuant to a duly executed confidential
        information transmittal record form referencing such cnda.

12.2    neither party may use the other parties name in advertisements nor
        otherwise disclose the existence or content of this agreement without
        the other parties prior written consent.

13.0    evaluation and marketing
        ------------------------

        this agreement does not preclude intel from evaluating or marketing
        similar products nor will it be construed as an obligation on intel part
        to market or distribute the product.

14.0    termination
        -----------

14.1    either party may terminate this agreement if the other: (a) breaches any
        material provision of this agreement and fails to cure the same within
        thirty (30) days after receipt of written notice from the other party;
        (b) files or has filed against it a petition in bankruptcy; (c) has a
        receiver appointed to handle its assets or affairs; (d) makes or
        attempts to make an assignment for benefit of creditors; or (e)
        undergoes a change in control through acquisition, except as provided
        under paragraph 16.0, assignment.

14.2    in the event of termination by intel under paragraph 14.1, intel's
        license to use the products per paragraph 3.0, license grant, shall
        continue in full force and effect. in the event of termination by cgi
        under paragraph 14.1, intel's license to use the products per paragraph
        3.0, license grant, shall immediately cease, except as provided under
        paragraph 14.5.

14.3    in the event the use of the product developed hereunder is enjoined in
        accordance with paragraph 10.0, patent and copyright indemnification,
        intel may immediately cease all fee payments and may terminate this
        agreement without liability. however, in all situations cgi's
        obligations contained in paragraphs 10.0, patent and copyright
        indemnification, and 12.0, non-disclosure, shall survive termination

14.4    the rights and remedies provided in this paragraph 14.0 are in addition 
        to any other rights and remedies provided at law or in equity.

                                       6

 
14.5    termination of this agreement by either party for any reason will not
        affect the right of any end user to use the product under sublicense
        granted in accordance with this agreement.

15.0    force majeure
        -------------

        neither party will be liable for any failure to perform due to
        unforeseen circumstances or causes beyond the parties reasonable
        control, including, but not limited to, acts of god, war, riot,
        embargoes, acts of civil or military authorities, fire, flood, accident,
        strikes, inability to secure transportation, facilities, fuel, energy,
        or materials. time for performance will be extended by the length of the
        force majeure.

16.0    assignment
        ----------

        intel may assign all or any part of its rights or obligations to intel
        subsidiaries without cgi's consent. otherwise, neither party may assign
        any rights hereunder without the prior written consent of the other,
        which consent shall not be reasonably withheld. any attempt to assign
        any rights, duties or obligations hereunder will be void.

17.0    relationship of parties
       -----------------------

        both parties hereto are independent contractors. neither party will have
        the authority to act for and or bind the other in any way, or to
        represent that either is responsible for the acts of the other.  nothing
        herein will be construed as forming a partnership or agency between the
        parties.

18.0    ownership
        ---------

        title to the product developed by cgi shall remain with cgi or its
        vendors. title to intel-developed or intel sublicensee-developed
        derivatives shall be owned by intel or its sublicensees.

19.0    notices and requests
        --------------------

        all notices and requests required under this agreement will be in
        writing, will reference this agreement and will be deemed given upon
        delivery if personally delivered or upon receipt if sent by registered
        or certified mail, postage prepaid, return receipt requested, to the
        addresses listed below, which addresses may be modified upon subsequent
        written notice.

        notices to intel will be sent to:

        intel corporation
        5200 ne elam young pkwy.
        hillsborough, or 97124-6497
        attn: contract management
        m/s: hf3-24

                                       7

 
        notices to cgi will be sent to:

        michael crandell
        --------------------------------------------
        crandell group, inc.
        -------------------------------------------
        125 east victoria st.
        -------------------------------------------
        santa barbara ca 93101
        ----------------------


20.0    governing law
        -------------

        the terms herein will be governed by the laws of the state of oregon.

21.0    personal conferencing work group (pcwg(tm))
        -------------------------------------------

        intel, a core member of the pcwg (an unincorporated association of
        members of the personal computer and telecommunications industries), may
        submit elements of the interface protocols of the product as defined in
        exhibit a-1 to the pcwg for possible inclusion in the personal
        conferencing specification (pcs).

        in the event  any or all of the product's interface protocol is accepted
        by  the pcwg, cgi agrees not to assert claims of patent, copyright, or
        trade secret infringement against members of the pcwg or against pcs
        licensees for use of the subject interface protocols. any such covenants
        not to assert claims of infringement shall not extend to associated
        products not required to meet to pcs.

22.0    isdn services
        -------------

        cgi will use commercially reasonable efforts to obtain isdn service at
        its offices by q2 '95.

23.0    entire agreement
        ----------------

        this agreement, which includes, without limitation, the recitals, and
        its exhibits constitutes the entire agreement between the parties with
        respect to the subject matter hereof, supersedes all prior and
        contemporaneous agreements and negotiations, oral or written, express or
        implied, and may only be modified in a writing signed by authorized
        representatives of both parties. no waiver of any breach hereof shall be
        held to be a waiver of any other or subsequent breach.

24.0    attorney's fees
        ---------------

        cgi shall be reimbursed for reasonable attorney's fees incurred in the
        event of non-payment by intel for any undisputed amounts pursuant to
        this agreement.

                                       8

 
25.0    exhibits
        --------

        the following exhibits are included as part of this agreement:
 
        (a)  exhibit a -  product deliverables, documentation and delivery dates
        (b)  exhibit a-1- product specifications
        (c)  exhibit b -  fees
        (d)  exhibit c -  cgi's copyrights and trademarks
        (e)  exhibit d -  certificate of originality
 
        agreed and accepted:

        intel corporation             crandell group inc.

        by: /s/ patrick p. gelsinger             by: /s/ michael crandell
            --------------------------               -------------------------
            patrick p. gelsinger                     michael crandell
            --------------------------               -------------------------
            printed name                             printed name
                    vp/gm                                  president
            --------------------------               -------------------------
            title                                    title
                   12/9/94                                    12/2/94
            --------------------------               -------------------------
                    date                                        date

                                       9

 
               [*] = certain information on this page has been omitted and filed
                     separately with the commission. confidential treatment 
                     has been requested with respect to the omitted portions.

                                   exhibit a

             product deliverables, documentation and delivery dates

product deliverables:
-------------------- 

[*]



documentation:
--------------
 
 
delivery dates:
----------------------------
 

               [*]                   [*]

                                       10

 
                                  exhibit  a-l
                                  ------------


                             product specifications



                 attached in following pages 11-a through 11-k.

                                       11

 
crandell group, inc.
================================================================================
                                                             crandell group, inc
                                                            125 east victoria st
                                                         santa barbara, ca 93101
                                                                 (805) 962-1 199



                             proshare and richimage
                              integration strategy

                           preliminary specification
                                  revision 1.2



                                michael crandell
                                   president
                                 bruce wallace
                                  project lead
                                    cgi inc.

                                october 13, 1994



                                 richimage(tm)
                                     -----

                                      11-a

 
               [*] = certain information on this page has been omitted and filed
                     separately with the commission. confidential treatment 
                     has been requested with respect to the omitted portions.

proshare and richimage integration strategy  


introduction

[*]



richimage print capture

[*]



print capture driver identification
-----------------------------------


    [*]

                                      11-b

 
               [*] = certain information on this page has been omitted and filed
                     separately with the commission. confidential treatment 
                     has been requested with respect to the omitted portions.

proshare and richimage integration strategy  



print job beginning/ending control
----------------------------------

[*]



print data transfer
-------------------

[*]

                                      11-c

 
               [*] = certain information on this page has been omitted and filed
                     separately with the commission. confidential treatment 
                     has been requested with respect to the omitted portions.

proshare and richimage integration strategy  

[*]



                                      11-d

 
               [*] = certain information on this page has been omitted and filed
                     separately with the commission. confidential treatment 
                     has been requested with respect to the omitted portions.

proshare and richimage integration strategy  

 
    [*]
 



print error handling
--------------------



[*]



                                      11-e

 
               [*] = certain information on this page has been omitted and filed
                     separately with the commission. confidential treatment 
                     has been requested with respect to the omitted portions.

proshare and richimage integration strategy  

[*]

richimage display library
    -----

[*]



                                      11-f

 
               [*] = certain information on this page has been omitted and filed
                     separately with the commission. confidential treatment 
                     has been requested with respect to the omitted portions.

proshare and richimage integration strategy  


[*]   pages 11-g through 11-k are redacted.

 
               [*] = certain information on this page has been omitted and filed
                     separately with the commission. confidential treatment 
                     has been requested with respect to the omitted portions.

                                   exhibit b
                                   ---------

                                      fees

product nre:
------------

intel will pay cgi nre fees in the amount of [*]  for
integrating the product with intel's proshare product. 
intel has already made payment to cgi
in the amount of [*] under purchase requisition number
417484 dated 9-20-94. the remaining [*] will be paid to
cgi within thirty (30) days from intel's acceptance of [*] as set forth in
exhibit a.

cgi may, to accelerate payment of the nre, submit the [*] for intel acceptance
before the dates specified in exhibit a.

product source code fee:
------------------------

intel will pay cgi a source code fee in the amount of [*]
 within thirty (30) days from intel's signature of this agreement.

support fees:
-------------

intel will pay cgi [*] per year, payable
quarterly. these support fees will be paid in advance quarterly, beginning june
l, 1995.

 
                                   exhibit c
                                   ---------

                        cgi's copyrights and trademarks

      cgi's copyright notices and trademarks are listed below:



copyright notice:
-----------------

(c)crandell group, inc. 1993-94. all rights reserved.

trademark:
----------

richimage(tm)
    -----

 
                                   exhibit d
                                   ---------

                           certificate of originality

this questionnaire must be completed by the company official furnishing a
software material (program product or offering and related documentation, or
other software material) for intel.

one questionnaire can cover one complete product, even if that product includes
multiple modules. however, a separate questionnaire must be completed for the
code and another for its related documentation (if any).

please leave no questions blank. write "not applicable" or "n/a" if a question
is not relevant to the furnished software material.

                         ******************************

1.    name of the software material (provide complete identification, including
      version, release and modification numbers for programs and documentation).

        richimage(tm) portable document software v1.04 specified in exhibit a-1.
        ------------------------------------------------------------------------

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

2.    was the software material or any portion thereof written by any party
      other than you, or your employees working within their job assignment?
      yes      no  [x]
          ---      --- 

      if yes, provide the following information:

      (a)     indicate if the whole software material or only a portion thereof
              was written by such party, and identify such portion: n/a
                                                                    -----------
        ------------------------------------------------------------------------

       (b)    specify for each involved party:

              (i)   name:
                                      n/a
              ------------------------------------------------------------------
              (ii)   company:
                                      n/a
              ------------------------------------------------------------------
              (iii)   address:
                                      n/a
              ------------------------------------------------------------------

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

              (iv)    if the party is a company, how did it acquire title to the
                      software material (e.g., software material was written by
                      company's employees as part of their job assignment)?

                                      n/a
              ------------------------------------------------------------------

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

 
               [*] = certain information on this page has been omitted and filed
                     separately with the commission. confidential treatment 
                     has been requested with respect to the omitted portions.
                                                                                
              (v)     if the party is an individual, did s/he create the
                      software material while  employed by or under contractual
                      relationship with another party?

                      yes              no              n/a
                           ---------       ---------

                      if yes, provide name and address of the other party and
                      explain the nature of the obligations:
                                                            ------------------
                      --------------------------------------------------------
                      --------------------------------------------------------


       (c)    how did you acquire title to the software material written by the
              other party?
                                      n/a
              ----------------------------------------------------------------  
              ----------------------------------------------------------------  
              ----------------------------------------------------------------  
 
3.    was the software material or any portion thereof derived from any third
      party's pre-existing material(s)?
      yes  [x]    no
           ---       ---

      if yes, provide the following information for each of the pre-existing
      materials:

      (a)   name of the materials: [*]
                                   -------------------------------------------- 
            -------------------------------------------------------------------
            -------------------------------------------------------------------

      (b)   owner:    [*]
            -------------------------------------------------------------------
            -------------------------------------------------------------------
            -------------------------------------------------------------------

      (c)   how did you get the right to use the pre-existing material(s)?
                                                                             
            this is a widely available commercial library product which we
            -------------------------------------------------------------------
            licensed under [*] standard license. we are providing object/code
            -------------------------------------------------------------------
            only to intel for this portion of the product.
            -------------------------------------------------------------------

4.    identify below, or in an attachment, any other circumstances which might
      affect intel's ability to reproduce and market this software product,
      including:

      (a)   confidentiality or trade secrecy of pre-existing materials:    n/a
                                                                        -------
            -------------------------------------------------------------------
            -------------------------------------------------------------------

      (b)     known or possible royalty obligations to other: n/a
                                                             ------------------
            -------------------------------------------------------------------
            -------------------------------------------------------------------

      (c)   pre-existing materials developed for another party or customer
            (including government) where you may not have retained full rights
            to the material:    n/a
                            --------------------------------------------------
            -------------------------------------------------------------------
            -------------------------------------------------------------------
 :  page>
 
      (d)  Materials acquired from a person or company possibly not having title
           to them:          N/A
                    ------------------------------------------------------------
            -------------------------------------------------------------------


      (e)   Other circumstances: 
                                 ----------------------------------------------
            -------------------------------------------------------------------
            -------------------------------------------------------------------



        CRANDELL GROUP, INC.
----------------------------------
CGI

        by /s/ Michael Crandell
----------------------------------
Signature

        MICHAEL CRANDELL
----------------------------------
Printed Name

        PRESIDENT
----------------------------------
Title

        12/2/94
----------------------------------
Date


                                      12

 
                                     FIRST
                                  AMENDMENT TO
                           AGREEMENT NO. 1 094SAW001
               BETWEEN INTEL CORPORATION AND CRANDELL GROUP, INC.
                          EFFECTIVE NOVEMBER 30, 1994

This First Amendment ("First Amendment") to the Source Code License Agreement
between Intel Corporation ("Intel") and Crandell Group, Inc. ("CGI") dated
effective November 30, 1994

("Agreement") is hereby effective this   11th   day of   May     , 1995
                                        -------        ----------      
("Effective Date"), and modifies, amends and changes the Agreement as set forth
below.

                                   AGREEMENT

For good and valuable consideration, the receipt and sufficiency of which the
parties hereby acknowledge, the parties agree as follows:

1.     Unless expressly set forth herein, all other terms and conditions in the
Agreement remain in full force and effect.

2.      Unless expressly set forth herein, capitalized terms herein shall have
meanings given them in the Agreement.

3.      Additions and changes to the Agreement are as follows:

        3.1  The attached Exhibit A-2 is added to and made a part of this
             Agreement.

4.      The Agreement and this First Amendment are to be read together as one
document. If any terms in the Agreement conflict with any terms in this First
Amendment, the terms in this First Amendment shall govern regarding the subject
matter herein.

5.     This  First  Amendment, which incorporates the Agreement constitutes the
entire Agreement between the Parties relating to the subject matter herein and
supersedes all prior and contemporaneous agreements, discussions, negotiations,
and understandings.

IN WITNESS WHEREOF, the Parties, by and through their respective
representatives, hereby execute this Agreement.

INTEL CORPORATION                                 CRANDELL GROUP, INC.
 
By: /s/ Tony Baker /s/Patrick Gelsinger           By:  /s/ Michael Crandell
   ------------------------------------              -----------------------
Printed Name:  Tony Baker  Patrick Gelsinger      Printed Name: MICHAEL CRANDELL
             -------------------------------                    ----------------
Title: Director, CAE Vice President and           Title:  PRESIDENT
       --------------------------------                  -----------------------
       and General Manager, Personal               
       Conferencing Division

 
               [*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED
                     SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT 
                     HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

                                  EXHIBIT A-2
                                  -----------

Phase Two Product Specifications, Product Deliverables, Documentation, Delivery
Dates and Fees



Attached in the following pages 1-4.


Intel Deliverables:
------------------ 

[*]

The above source code may be used internally only to complete this Phase Two of
this Agreement.

 
               [*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED
                     SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT 
                     HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

                                 CRANDELL GROUP
                            I N C O R P O R A T E D

                                FAX TRANSMISSION
                                ----------------
                               FEBRUARY 10, 1995

TO:  Bob Rossi, Intel
FR:  Michael Crandell, CGI
RE:  Project Quotes

Dear Bob:

Although I haven't heard from Imad yet, I expect that you need to move forward
in evaluating the quotes you asked me to give.   So, in what follows, I have
made what I hope are reasonable assumptions about the scope of work based on the
overview that Imad gave me when we visited in January.

[*]

 
               [*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED
                     SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT 
                     HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

                                 CRANDELL GROUP
                            I N C O R P O R A T E D

Estimated completion time:    [*]

Fee for services:             [*]

[*]


Estimated completion time:    [*]   (Some flexibility here depending on your
     priority.)

Fee for services:             [*]

Additional Work
---------------

We have also had some in-depth discussions here about the [*]
         we discussed in our meeting with you.  We are excited by this idea
technically, and are eager to implement this kind of functionality for ProShare.
I'd like to talk with you about some ideas we have of how that might be
organized and started.

Please give me a call to discuss things when you have time.

Best regards,

/s/Michael

Michael Crandell
President

 
               [*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED
                     SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT 
                     HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

                                 CRANDELL GROUP
                            I N C O R P O R A T E D

                                FAX TRANSMISSION
                                ----------------
                               FEBRUARY 22, 1995

TO:  Bob Rossi, Intel
FR:  Michael Crandell, CGI
RE:  New Font Seg work


Dear Bob:

Here is the approach we would take to the [*]                           As
you will see, much of the work has been done already to reach the point of
explaining how the problem lies and what can be done to solve it.

[*]


[*]


We have identified two possible approaches to solving this problem, both of
which
would need to be tested and confirmed.

[*]

 
               [*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED
                     SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT 
                     HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

                                 CRANDELL GROUP
                            I N C O R P O R A T E D

[*]


[*]


We might have some questions to ask of [*]  during this process, and we'd like
to submit them through a contract on your side using your support agreement with
them.



I hope this is specific enough to let you evaluate our doing the rest of the
work.


Best regards,

/s/Michael

Michael Crandell
President

 
                                     SECOND
                                   AMENDMENT
                           AGREEMENT NO. 1 094SAW001
       BETWEEN INTEL CORPORATION AND JETFAX, INC. (CRANDELL GROUP, INC.)
                          EFFECTIVE NOVEMBER 30, 1994

This Second Amendment ("Second Amendment") to Agreement No. 094SAW001 between
Intel Corporation  ("'lntel") and JetFax, Inc. ("JetFax")  (previously known as
Crandell  Group, Inc.  or  CGI) dated  effective November 30, 1994 ("Agreement")
is hereby effective this 23rd day of  December, 1996 ("Effective Date"), and
modifies, amends and changes the Agreement as set forth below.

                                   AGREEMENT

For good and valuable consideration, the receipt and sufficiency of which the
parties hereby acknowledge, the parties agree as follows:

1.   Unless expressly set forth herein, all other terms and conditions in the
Agreement which incorporates the First Amendment thereto dated effective May 12,
1995 (collectively referred to as Agreement, as defined above), remain in full
force and effect.

2.   Unless expressly set forth herein, capitalized terms herein shall have
meanings given them in the Agreement.

3.   Additions and changes to the Agreement are as follows:

     3.1 The attached Exhibit A-3 is added to and made a part of this Agreement.

4.   The Agreement and this Second Amendment are to be read together as one
document. If any terms in the Agreement conflict with any terms in this Second
Amendment, the terms in this Second Amendment shall govern regarding the subject
matter herein.

5.    This Second Amendment, which incorporates the Agreement constitutes the
entire Agreement between the Parties relating to the subject matter herein and
supersedes all prior and contemporaneous agreements, discussions, negotiations
and understandings.

IN WITNESS WHEREOF, the Parties, by and through their respective
representatives, hereby execute this Agreement.

INTEL CORPORATION                             JETFAX, INC.                    
                                                                              
By:/s/ Scott C. Darling                       By:  /s/ Michael Crandell       
   -----------------------------                  ----------------------------

Printed Name:  SCOTT C DARLING                Printed Name:  MICHAEL CRANDELL 
             -------------------                           -------------------

Title:    AM-BCO                              Title:    VP SOFTWARE           
      --------------------------                    --------------------------



 
[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED
      SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT 
      HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

                                  EXHIBIT A-3
                                  -----------

Product Specifications, Product Deliverables, Documentation, Delivery Dates and
                                      Fees

Product Deliverables:
-------------------- 

[*]


Documentation:
------------- 

RichImage Interface Specification, Final Version

Milestones:
---------- 

1. [*]  - Delivery Date: [*]
     -RichImage demo on [*] (stand-alone w/o Notebook).
     - On-site visit to demo end deliver binaries.

         Acceptance Criteria: [*]

 
               [*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED
                     SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT 
                     HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

2. Notebook Integration [*] - Delivery Date: [*]
     - Complete RichImage integration with Notebook.  - Documentation update.
     - On-site visit to integrate Notebook sources.

     Acceptance Criteria:

     [*]


3. QA/Beta Cycle
     - 2 possible on-site visits for defect resolution.

4. [*]  RichImage - Delivery Date: [*]
     -RichImage demo on [*] (stand-alone w/o Notebook).
     - On-site visit to demo and deliver binaries.

     Acceptance Criteria: [*]

5. Notebook Integration [*]  - Delivery Date: [*]
     - Completed RichImage integration with Notebook.  - Documentation update.
     - On-site visit to integrate Notebook sources.

     Acceptance Criteria:

     [*]

 
               [*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED
                     SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT 
                     HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.


[*]



6. QA/Beta Cycle
     -2 possible on-site visits for defect resolution.

Intel Deliverables:
------------------ 
     ProShare(R) Notebook [*] binaries - Delivery Date: [*]


Payments:
-------- 

Intel shall pay the following fees in exchange for the work performed hereunder:

1.   Non-Recurring Engineering Payments:

     Subject to Intel's acceptance of JetFax's work according to the
     milestones set forth in this Exhibit A-3, Intel shall pay JetFax non-
     recurring engineering fees as follows:


 
 
Milestone Description                Payment Amount
                                  
 
Milestone No. 2 - [*] RichImage      [*]
Milestone No. 5 - [*] RichImage      [*]
---------------------------------------------------

Travel expenses incurred by JetFax during the course of this work will be paid
by JetFax.

Maintenance, Support and Training:
--------------------------------- 

Maintenance and support during the QA/Beta cycle will be provided to Intel
pursuant to the terms of the Agreement.

 
                                                                   [JetFax logo]

                           ASSIGNMENT AND ASSUMPTION

Pursuant to the terms of an Asset Purchase Agreement effective upon the closing
date, (the "Asset Purchase Agreement") Crandell Group, Inc. ("CGI") is assigning
all of its rights and delegating all of its obligations under and to the
following agreement (the "Agreement") to JetFax, Inc. ("JetFax"): The Agreement
No. 1094SAW001 Between Intel Corporation (the "Company") and Crandell Group,
Inc. dated November 30, 1994.

The Company hereby consents to CGI's assignment and delegation of the Agreement
to JetFax.

JetFax hereby agrees, subject to and effective upon the closing under the Asset
Purchase Agreement, to assume all rights and obligations of CGI under the
Agreement.

IN WITNESS WHEREOF, the undersigned have caused this Assignment and Assumption
to be executed by their duly authorized representatives as of ___________,
1996.

JETFAX                                      CGI 
                                                                
JetFax, Inc.                                Crandell Group, Inc.


By:/s/    Allen K.  Jones                   By:/s/ Michael Crandell   7/30/96 
   ---------------------------------           ------------------------------
  Allen K. Jones                            Michael Crandell
  Chief Financial Officer    7/30/96        President



INTEL

Intel Corporation


By:/s/ Patrick P. Gelsinger     7/31/96
   ------------------------




 TYPE:  EX-21.1
 SEQUENCE:  12
 DESCRIPTION:  SUBSIDIARIES OF REGISTRANT



 
                                                                    EXHIBIT 21.1

                           Subsidiaries of Registrant


JetFax GmbH incorporated under the laws of Germany