Joint Developers' Agreement for Sales, Licensing, and Marketing of Tumbleweed's Publishing Essentials and Components - Bitstream Inc. And Tumbleweed Software Corp.



                BITSTREAM INC. & TUMBLEWEED SOFTWARE CORPORATION

                         JOINT DEVELOPERS' AGREEMENT FOR

                       SALES, LICENSING, AND MARKETING OF

                TUMBLEWEED'S PUBLISHING ESSENTIALS AND COMPONENTS



This Agreement is entered into and made effective as of the 10th day of June
1996 by and between BITSTREAM INC., of 215 First Street, Cambridge, MA 02142
("Bitstream") and TUMBLEWEED SOFTWARE CORPORATION ("Tumbleweed ") of 2000
Broadway, Suite 352, Redwood City, CA 94063.

WHEREAS, Bitstream has licensing rights from Novell, Inc. to market and
distribute the shrink-wrap version of Envoy Portable Document software and/or
components to OEMs;

WHEREAS, Tumbleweed has licensing rights from Novell, Inc. to market and
distribute the shrink-wrap version of Envoy Portable Document software;

WHEREAS, Tumbleweed is the owner of certain product derivatives from/for Envoy
including but not limited to Publishing Essentials; and will market and
distribute them to End-Users and Publishers;

WHEREAS, Bitstream intends to license from Tumbleweed to market and distribute
shrink-wrap versions of Publishing Essentials to Resellers and End Users in
select areas;

WHEREAS, Bitstream intends to license from Tumbleweed to market and distribute
components of Publishing Essentials to OEMs in accordance with the terms and
conditions set forth herein;

NOW, THEREFORE, in consideration of the premises and of the mutual covenants and
promises herein contained, the parties agree as follows.

1.    DEFINITIONS

      1.01  As used in this Agreement:

         (a)   "Product Components" refers individually or collectively to
               those products made available to Bitstream by Tumbleweed for
               sublicensing hereunder and designated in EXHIBIT A-1,
               including, but not limited to, components of Tumbleweed
               Publishing Essentials, Related Materials, and all Updates and
               Upgrades exclusive of any new product created by either
               party.  If so designated, the Product Components may include
               the software products listed below, all of which have been
               developed and are owned by Tumbleweed (except as otherwise
               specified), and shall be provided in object code form.

               i.   "Tumbleweed Publishing Essentials", an integrated collection
                    of publishing tools;

               ii.  "Tumbleweed Publisher" generates collections of Envoy
                    documents;

               iii. "Link Builder" suggests and generates hypertext link sources
                    and destinations;

               iv.  "Outline Builder" provides a mechanism to build a
                    cross-document hierarchical outline view;

               v.   "Rich Text Index Builder" builds full-text indexes that
                    incorporate both document content and formatting;

               vi.  "Envoy Distributable Viewer" provides navigational tools to
                    move around in a document;

               vii. "Tumbleweed Viewer Extensions, Workgroup 10 Pack" are
                    plug-in modules for the distributable viewer.





         (b)   "Proprietary Rights" means all patents, copyrights, trade secrets
               and all other rights in Products and Derivative Works thereof
               owned by or licensed to either party whether or not such rights
               are protected under patent or copyright laws;

         (c)   "Derivative Works" means those revisions, improvements,
               alterations, adaptations, modifications, translations,
               abridgments, expansions, or other form to the Product(s);

         (d)   "Product(s)" means the software product or products whose sale
               and marketing is contemplated by this Agreement, and which may
               combine some or all of the products or components described in
               EXHIBIT A-1, and in section (a) above;

         (e)   "End User" is any person or entity who receives a right to use
               the Product-- for its own use and not for resale or further
               sublicensing--through a license granted by either party or an
               OEM;

         (f)   "OEM", or "Original Equipment Manufacturer", means any legal
               entity or person that receives from Bitstream the right to use
               the Product and sublicense the Product to End Users in
               conjunction with its own products;

         (g)   "Related Materials" means information in written or other
               documentary form supplied by either party to the other that
               relates, in whole or in part, to the installation, design, use,
               operation, testing, debugging, support, maintenance or marketing
               of Product;

         (h)   "Updates" are new revisions of the Products that improve
               functionality and bear higher "Version" decimals.

         (i)   "Upgrades" are new releases of the Products that generally expand
               the capability of the upgraded product, and bear higher "Version"
               integers.

         (j)   "Custom Quotation" is the process whereby the OEM requires
               modification to the core technology or source code. The OEM will
               define the requirements with specific details and request a
               quotation for the work to be completed. No obligation is
               undertaken until a purchase order and deposit are secured and
               accepted by Bitstream as defined in Section 8 of this Agreement.


2.    LICENSE GRANTS

      2.1   Tumbleweed hereby grants to Bitstream a non-transferable,
            non-exclusive license, under Proprietary Rights, subject to the
            restrictions set forth in this Agreement:

            (i)   to use, modify and copy the Product(s) listed in EXHIBIT A for
                  internal purposes only in connection with the Product(s)
                  contemplated herein; and

            (ii)  to reproduce, market, sublicense and distribute the Product(s)
                  for use in or with OEMs' systems, computers, software,
                  operating systems, computer hardware including but not limited
                  to printers, controller boards, ASIC's and ROM based
                  integrated circuit cartridges; and to authorize OEMs to do the
                  same, subject to all of the terms and conditions of this
                  Agreement.
      
      2.2   Tumbleweed hereby grants Bitstream a non-transferable, non-exclusive
            license, under Proprietary Rights, subject to the restrictions set
            forth in this Agreement, to use and copy the Product in EXHIBIT A-1
            and in Section 1(a)(i) above, Publishing Essentials, and to
            reproduce, market and distribute the Product(s) via Resellers and
            direct to Corporate Accounts, and End Users.


 
                                      2


3.    OWNERSHIP

      3.1   Tumbleweed shall continue to own the Products listed in Exhibit A-1
            attached hereto, and all Proprietary Rights, Related Materials,
            Updates, Upgrades, Custom Works and Derivative Works thereof. No
            right, title or interest in or to such Products is conveyed to
            Bitstream hereunder.

4.    PAYMENTS; REPORTS; RECORDS

      4.1   Bitstream shall collect and retain any access fees and royalties due
            on account of its sublicensing and distribution of the Product(s) as
            set forth in EXHIBITS B-1 and B-2, any Maintenance Fees as set forth
            in EXHIBIT B-3, and any custom work as stated at Section 8.1.
            Royalties shall be due and payable as set forth in EXHIBITS B-1 and
            B-2 on all such amounts as they are actually collected.

      4.2   Bitstream shall furnish written reports to Tumbleweed on a quarterly
            basis, indicating the number of copies of the Product(s) for which
            payment has been received during that quarter and the royalty, as
            applicable, due to Tumbleweed for each hereunder. Payment of the
            amount of royalty shown to be due by each report, in U.S. Dollars,
            shall accompany the report within ten (10) working days of the last
            business day of that quarter.

      4.3   Bitstream shall maintain invoices and other records necessary to
            substantiate the amount of royalty payments shown to be due by each
            report submitted under this Agreement for a period of three (3)
            years after the date of each report. Tumbleweed may, at its own
            expense, retain an independent certified public accountant to audit
            the other party's records no more frequently than once a year,
            provided that such audits are conducted with reasonable notice,
            during normal working hours of the party being audited, and in such
            a way as not to interfere unduly with the operation of its business.
            Tumbleweed agrees to keep all information obtained in the course of
            any such audit confidential, and to cause its independent certified
            public accountant to do likewise; and that such information shall
            not be used for any purpose except to verify the amount of royalty
            payable hereunder.

      4.4   Royalties Payable 
            -----------------

            In consideration of the work set forth in the License Agreement
            referenced above, Bitstream shall pay to Tumbleweed a royalty for
            licensing the Product(s) listed on EXHIBIT A-1 in the manner
            described in Section 4 above.

5.    JOINT SALES, PROMOTION, AND MARKETING.

            As further consideration for the license granted herein and for the
            work to be performed by both parties herein, the parties agree to
            perform the following sales, promotional, and marketing activities
            on behalf of the Product(s):

      5.1   Both parties shall coordinate a joint strategy for all customers by
            either party for the Product(s). This is intended to encourage a
            consistent and cooperative sales, marketing and support effort
            between Bitstream and Tumbleweed to the OEM and End-User.

      5.2   Tumbleweed and Bitstream shall each use reasonable efforts to
            advertise and promote the Product(s) at their own expense, using
            trademarks and copyright notices as described in EXHIBIT C-1.

      5.3   Tumbleweed and Bitstream shall work together to release significant
            company information, timely press releases and public position
            statements, including but not limited to the execution of this
            Agreement.


                                       3


 6.    TRADEMARK AND COPYRIGHT.

            Each Party hereby grants to the other Party the non-transferable,
            non-exclusive, worldwide right, license and privilege to use the
            trade name(s) and trademarks of the other in association with
            promotion and sale of the Product(s), as represented in EXHIBIT C-1.

7.    CONFIDENTIALITY

      7.1.  For purposes of this Agreement, the term "Information" shall mean
            any and all information, data, know-how and documentation including
            but not limited to the Novell, Inc. and Tumbleweed Products and
            information related to digital typeface technology, software
            products, algorithms, business, marketing and distribution plans,
            the terms and conditions of this Agreement, financial statements and
            financial projections, and each party's information regarding
            customer information, marketing plans and product development, which
            either party learns or receives from the other, excluding any
            information that the receiving party can document is generally known
            in the computer industry, or becomes known to the receiving party
            other than through a breach by anyone under an obligation of
            confidence, or is provided to the receiving party by a third party
            under no obligation to keep such information confidential, or is
            independently developed or discovered by the receiving party without
            reference to Information of the disclosing party.

      7.2   Bitstream hereby agrees to hold the licensed Products and
            Information in strict confidence with at least as great a degree of
            care as that used to maintain the confidentiality of its own most
            confidential information, except as transfers of such Products and
            Information are expressly authorized herein.

      7.3.  Each party agrees that it shall maintain Information and each others
            Products for use only by its employees, or individuals who are on
            its premises and under its direction and control, for purposes
            specifically related to its permitted use of Products or
            Information. Each party shall advise the other immediately in the
            event that it learns or has reason to believe that any person who
            has access to Products or Information, or any portion thereof, has
            violated or intends to violate the terms of this Agreement; and each
            party will, at its expense, cooperate with the other party in
            seeking injunctive or other equitable relief in its own name or that
            of the other party against that person.

8.    CUSTOM WORK, MAINTENANCE

      8.1.  Bitstream and Tumbleweed both agree to promote and submit business
            proposals for the purpose of contracting with the OEM customer for
            custom work [*]. Charges for custom work may consist of a 
            combination of  [*] .  [*] charges are payable as follows:  [*].

      8.2.  Maintenance. Tumbleweed agrees to provide Bitstream with all Updates
            and Upgrades of the Licensed Products as they become available to be
            marketed as stated in EXHIBIT B-3 hereto and the Maintenance
            Agreement SCHEDULE 3-B attached thereto., exclusive of any Updates
            and Upgrades of the Tumbleweed Plug-ins.

      8.3.  Bitstream shall provide reasonable technical support, at its own
            expense, to its OEMs, End Users and Resellers using the Product(s).
            Specific support services, processes and definitions are outlined in
            Exhibit D which shall be defined and mutually agreed upon by July 1,
            1996.

      ------------
      * Certain confidential information has been omitted and filed separately
        with the Securities and Exchange Commission pursuant to a Request for 
        Confidential Treatment.

                                       4


9.    TERM AND TERMINATION

      9.1.  This Agreement shall remain in effect from the date of execution, as
            first set forth above, and run for a period of three years or until
            June 10, 1999, unless first terminated in accordance with either
            Section 9.2 or 9.3, or by either party upon thirty (30) days'
            written notice. The term may extend an additional twelve (12) months
            thereafter in the event that both parties voluntarily agree IN
            WRITING to do so. The parties also may choose to enter into a new 
            agreement that supersedes this one.

      9.2.  If either party fails to comply with a material term or condition of
            this Agreement, the complying party shall give the defaulting party
            written notice of such failure. The defaulting party shall have
            thirty (30) days after the receipt of notice to cure any indicated
            failure. If the failure is not cured within that time, this
            Agreement may be terminated, without further delay, by the complying
            party sending written notice to the defaulting party. The parties do
            not intend that the Agreement may be terminated for minimal or
            technical breaches.

      9.3.  Either party may terminate immediately the license granted in this
            Agreement by sending written notice to the other if (a) a receiver
            is appointed to take possession of all or substantially all of the
            assets of the other party; (b) the other party makes a general
            assignment for the benefit of creditors; (c) the other party takes
            or suffers any action under any insolvency or bankruptcy act; (d)
            the other party sells all or substantially all of its assets,
            liquidates or dissolves; or (e) the other party breaches any
            provision regarding confidentiality or attempts to convey any
            interest in any Product(s) or other property licensed or supplied
            hereunder, other than as permitted under the terms of this
            Agreement.

      9.4.  Upon termination of this Agreement by either party under Section 9.2
            or 9.3, Bitstream shall, at its option, either return or destroy all
            Products, Derivative Works and all copies thereof, in part or in
            whole, and in all forms of media. Bitstream shall promptly submit an
            affidavit signed by an officer of the respective company that
            attests to the destruction of the materials.

      9.5.  Sections 1, 3, 7, 9, 10, 11 and 12 shall survive termination of this
            Agreement.

      9.6.  Upon Termination any outstanding royalties associated with this
            agreement will be paid in accordance with section 4 of this
            agreement.

10.    WARRANTIES AND OTHER REPRESENTATIONS

      10.1. Tumbleweed warrants that its Products, as originally delivered and
            unaltered, will materially perform in accordance with its published
            specifications.

      10.2. Tumbleweed's exclusive remedy for breach of the warranty in Section
            12.1 below shall be to report such breach in writing within thirty
            (30) days after delivery, and return the Products. Upon receipt of
            such report, either party shall do one of the following at its sole
            option: (a) use reasonable efforts to correct such errors and
            provide the other with corrected Products; or (b) replace the
            Products with other materials that are similar in function.
            Tumbleweed does not warrant the results of its correction services.

      10.3. Each party warrants that it has the right to enter into this
            Agreement, and that Tumbleweed owns and has the right to license
            the products developed hereunder in EXHIBIT A-1.

11.    INFRINGEMENT 

            Tumbleweed (the "defending party") will defend Bitstream (the
            "nondefending party") against any action at its own expense and pay
            the costs and damages awarded against the nondefending party or its
            customer as a result of any action (and all prior related claims)
            alleging that such nondefending party's or its customer's use or
            sublicensing of the Products licensed hereunder (the Tumbleweed
            Products) infringes a patent, copyright, trademark, or other
            intellectual property right, provided that the defending party is
            notified promptly of such action, and that it shall enjoy sole
            control of its defense, and of all negotiations for its settlement
            or compromise. The nondefending party shall, at any time, enjoy the
            right to participate in the defense of such action at its own
            expense. If a final injunction is 



                                       5



            obtained in such action against the nondefending party's or its
            customers' use of the Product(s) or, if in the reasonable opinion of
            the nondefending party, the Product(s) is likely to become the
            subject of a claim of infringement, the defending party will at its
            option and expense either (i) procure for the nondefending party or
            its customer the right to continue to use the product; or (ii)
            replace or modify the product so that it becomes non-infringing; or
            if neither (i) of (ii) above proves practical, terminate this
            Agreement without liability to the defending party, except that
            these indemnification obligations shall survive.


12.    DISCLAIMER AND LIMITATION OF LIABILITY

      12.1  Except as expressly stated in Section 10 above, EACH PARTY DISCLAIMS
            ALL OTHER WARRANTIES EXPRESS AND IMPLIED, INCLUDING WITHOUT
            LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR
            A PARTICULAR PURPOSE. No representation or other affirmation of
            fact, including but not limited to statements regarding capacity,
            quality, suitability for use or performance, whether made by a
            party's employees or otherwise, shall be deemed a warranty by that
            party for any purpose or give rise to any liability of that party
            whatsoever unless contained in this Agreement.

      12.2  IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INCIDENTAL, INDIRECT,
            SPECIAL OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER RESULTING
            FROM LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN CONNECTION
            WITH THIS AGREEMENT OR THE USE OR PERFORMANCE OF THE PRODUCT(S) OR
            THE BITSTREAM PRODUCTS, WHETHER IN AN ACTION OF CONTRACT OR TORT
            INCLUDING BUT NOT LIMITED TO NEGLIGENCE.

13.    GENERAL

      13.1. Amendment. This Agreement may be modified, changed or amended only
            in a writing signed by both parties. No employee of either party
            other than an authorized officer of that party shall have any actual
            or apparent authority to modify the terms of this Agreement.

      13.2. No Waiver. No delay or failure of any party to exercise any right
            provided herein shall in any way affect its right to enforce that
            right or any other right under this Agreement at a later time. No
            waiver shall be effective unless in writing signed by the waiving
            party.

      13.3. Severability. If any provision of this Agreement is declared invalid
            by any lawful tribunal, then it shall be adjusted to conform to
            legal requirements of that tribunal and that modification shall
            automatically become a part of the Agreement. Or, if no adjustment
            can be made, the provision shall be deleted as though never included
            in the Agreement and its remaining provisions shall remain in full
            force and effect.

      13.4. No Partnership or Agency. Bitstream and Tumbleweed are independent
            contractors, and neither party shall be, nor represent itself to be,
            the joint venturer, franchiser, franchisee, partner, broker,
            employee, or servant of the other party for any purpose. Neither
            party shall be responsible for the acts or omissions of the other,
            and neither party shall bear authority to make any representation or
            incur any obligation on behalf of the other party unless expressly
            authorized herein.

      13.5. No Assignment. Neither this Agreement nor individual transactions
            nor rights under it shall be assigned nor shall any obligation be
            delegated by either party without the prior written consent of the
            other. Any such attempted assignment or delegation without such
            prior written approval shall be void. In the event of a sale of all
            or substantially all of either party's assets, such approval shall
            not be unreasonably withheld by the other party.



                                       6
   7


      13.6. Force Majeure. Neither party will be liable for any failure or delay
            in performance due, in whole or in part, to any cause beyond its
            reasonable control.

      13.7. Notices. Any notice under this Agreement shall be effective upon
            initial receipt by the addressee regardless of whether notice is
            rejected if in writing, signed by an authorized representative of
            the noticing party, and sent by registered or certified mail, return
            receipt requested, postage prepaid to the recipient's address as
            stated at the beginning of this Agreement or as updated by either
            party from time to time. Each notice shall be effective upon initial
            receipt by the addressee regardless of whether notice is rejected.

      13.8. Limitation of Actions. No action, regardless of form, may be brought
            by either party more than twelve (12) months after the cause of
            action has arisen, except that an action for non-payment may be
            brought within twelve (12) months of the last payment, and either
            party may bring an action relating to its intellectual property
            rights at any time.

      13.9  Governing Law. This Agreement, all Exhibits and amendments hereto
            and all purchase orders issued hereunder, shall be governed in all
            respects by the laws of the Commonwealth of Massachusetts, United
            States, excluding its conflict of laws rules.

     13.10. Entire Agreement. This Agreement and its Exhibits constitute the
            complete and exclusive statement of the agreement between the
            parties and supersede all prior oral and written agreements,
            communications, representations, statements, negotiations and
            undertakings relating to the subject matter herein.



IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by
their duly authorized representatives as of the date first set forth above.



BITSTREAM INC.                         TUMBLEWEED SOFTWARE CORPORATION

By: /s/ C. Ray Boelig                  By: /s/ Jeff Smith
   ------------------------------          ----------------------------------
Print Name: C. Ray Boelig              Print Name:  Jeff Smith

Title: President & CEO                 Title:  President

Date:  June 10, 1996                   Date:  June 11, 1996
     ----------------------------           ---------------------------------




                                       7


                                   EXHIBIT A-1

                BITSTREAM INC. & TUMBLEWEED SOFTWARE CORPORATION
                         JOINT DEVELOPERS AGREEMENT FOR
                       SALES, LICENSING, AND MARKETING OF
                TUMBLEWEED'S PUBLISHING ESSENTIALS AND COMPONENTS

                               DATED JUNE 10, 1996


This EXHIBIT A-1 is effective as of the 10th day of June 1996 and is part of and
shall be governed by the License Agreement made effective on June 10, 1996 by
and between BITSTREAM INC. ("Bitstream") and TUMBLEWEED SOFTWARE CORPORATION
("Tumbleweed"). The products listed below are owned and developed by Tumbleweed
and licensed by Tumbleweed to Bitstream under the terms and conditions of the
License Agreement referenced above. Additional products may or will be released
periodically by Tumbleweed and such products will be made available to Bitstream
at the sole discretion of Tumbleweed.

i.    "Publishing Essentials" is an integrated collection of publishing tools
      incorporating Novell's Envoy and items (ii) through (vii) below;

ii.   "Tumbleweed Publisher" generates collections of Envoy documents with a
      single click. It provides batch conversion of PostScript, Encapsulated
      PostScript, Acrobat PDF, and any other file format associated with a
      printing application and enables publishers to embed any Type 1 PostScript
      or TrueType font with minimal impact on file size;

iii.  "Link Builder" suggests and generates hypertext link sources and
      destinations to help automate the process of setting up links within and
      between documents;

iv.   "Outline Builder" cross-documents a hierarchical outline view, employing
      user defined templates to automatically construct an outline view from
      multiple documents;

v.    "Rich Text Index Builder" builds full text indexes that incorporate both
      the text content and formatting of Envoy documents. RTR indexes are fast,
      small and optimized to take advantage of the unique properties of portable
      documents;

vi.   "Envoy Distributable Viewer" is any enhanced Envoy viewer that supports
      advanced font embedding and navigation features provided by the Tumbleweed
      Publishing Essentials;

vii.  "Tumbleweed Viewer Extensions, Workgroup 10-Pack" are end user viewing
      components that add functionality to Novell's Envoy Viewer. Enhanced
      viewer features include the Rich Text Retrieval client search engine,
      cross-document hypertext capabilities, and a presentation mode for slide
      shows. The package includes a ten-user license for the Tumbleweed Viewer
      Extensions, so that a workgroup can navigate Envoy document collections.

viii. "Tumbleweed Plug-ins" provide direct compatibility for viewing Envoy
      documents within Internet web browser products that support Netscape's
      plug-in interfaces.




                                       8


ix.   Tumbleweed Extensions include "Pages, Presentation, Outline Viewer, RTR
      Search, Web Linking, Hyper-Command Linking, Cross Document Hypertext".

x.    Tumbleweed Freely Distributable Extensions include "Document Information,
      Cross Document Hypertext (Run Time Only), Hyper Command Linking (Run Time
      Only), Web Linking (Run Time Only)."




BITSTREAM INC.                            TUMBLEWEED SOFTWARE CORPORATION

By: /s/ C. Ray Boelig                     By: /s/ Jeff Smith
   ----------------------------------         -------------------------------- 

Print Name: C. Ray Boelig                 Print Name: Jeff Smith

Title: President & CEO                    Title: President








                                       9


                                   EXHIBIT B-1
                Bitstream Inc. & Tumbleweed Software Corporation
        Joint Developers' Agreement for Sales, Licensing and Marketing of
                Tumbleweed's Publishing Essentials and Components


                           PAYMENT--COMPONENT SOFTWARE



This EXHIBIT B-1 is effective as of the 10th of June 1996 and is part of and
shall be governed by the License Agreement made effective on June 10th, 1996 by
and between TUMBLEWEED SOFTWARE CORPORATION ("Tumbleweed") and BITSTREAM INC.
("Bitstream").

1. ACCESS FEES FOR COMPONENT SOFTWARE TO OEMS


The access fee due according to Section 4 of the Agreement by OEMs for
Component Software, which shall be due and payable to Bitstream within thirty
(30) days of delivery of the Component Software, is as follows: (See $Unit
Price in 3. Below)
                                                    
         PostScript Converter                     [*]
         PDF Converter                            [*]
         Rich Text Retrieval Indexing Engine      [*]
         Rich Test Retrieval Search Engine        [*]



1.A. Upon consummation of this agreement Bitstream agrees to pay Tumbleweed     
[*] which will be credited against future royalties due to Tumbleweed at a rate
of [*]. Should this agreement be terminated by Tumbleweed, the balance of the
unused credit will be returned to Bitstream within 60 days of said termination.
No repayment shall be due as a result of a termination by Bitstream. Payment to
Tumbleweed will be made in accordance with the following schedule: [*] upon
contract signing, [*] upon completion of liquidity event scheduled to occur
prior to July 31, 1996.

1.B. Bitstream agrees to pay to Tumbleweed a [*] royalty on revenues generated
from OEM sales of the Envoy SDK. Bitstream and Tumbleweed will attempt to gain
additional royalty relief from Novell. In addition, any royalty relief gained
from Novell by Bitstream up to and including [*] will be paid to
Tumbleweed, providing:

1) that Novell states in writing that no royalty is being provided to 
Tumbleweed;

2) if Tumbleweed receives royalty relief of [*] or more from
Novell, then Bitstream's sole obligation will be a [*] royalty on
revenue generated.

Any relief in excess of [*] will be retained by Bitstream.

2. SHIPPING CHARGES

Licensee shall be responsible for the payment of the freight charges. All
purchase orders shall state F.O.B. Bitstream Inc.

3. ROYALTY RATES FOR COMPONENT SOFTWARE TO OEMS

The Tumbleweed OEM products may be licensed to Envoy API customers under the
following minimum pricing guidelines. For OEM opportunities that fall outside of
these guidelines, Tumbleweed will work with Bitstream to provide an RFQ on a
deal-by-deal basis.

- ----------
* Certain confidential information has been omitted and filed separately with
  the Securities and Exchange Commission pursuant to a Request for Confidential
  Treatment.


                                       10


                              POSTSCRIPT CONVERTER
- -------------------------------------------------------------------------

                           Tumbleweed Revenue      Minimum Payment To
                                  Share                Tumbleweed
- -------------------------------------------------------------------------
                                                       
Access Fee                         [*]                  [*]
- -------------------------------------------------------------------------
Annual Product Volume:
- -------------------------------------------------------------------------
        [*]                        [*]                  [*]
- -------------------------------------------------------------------------
        [*]                        [*]                  [*]
- -------------------------------------------------------------------------
        [*]                        [*]                  [*]
- -------------------------------------------------------------------------
        [*]                        [*]                  [*]
- -------------------------------------------------------------------------



                             PDF CONVERTER
- -------------------------------------------------------------------------

                           Tumbleweed Royalty      Minimum Payment To
                                                       Tumbleweed
- -------------------------------------------------------------------------
                                                       
Access Fee                         [*]                  [*]
- -------------------------------------------------------------------------
Annual Product Volume:
- -------------------------------------------------------------------------
        [*]                        [*]                  [*]
- -------------------------------------------------------------------------
        [*]                        [*]                  [*]
- -------------------------------------------------------------------------
        [*]                        [*]                  [*]
- -------------------------------------------------------------------------
        [*]                        [*]                  [*]
- -------------------------------------------------------------------------



                  RICH TEXT RETRIEVAL INDEXING ENGINE
- -------------------------------------------------------------------------

                           Tumbleweed Royalty      Minimum Payment To
                                                       Tumbleweed
- -------------------------------------------------------------------------
                                                       
Access Fee                         [*]                  [*]
- -------------------------------------------------------------------------
Annual Product Volume:
- -------------------------------------------------------------------------
        [*]                        [*]                  [*]
- -------------------------------------------------------------------------
        [*]                        [*]                  [*]
- -------------------------------------------------------------------------
        [*]                        [*]                  [*]
- -------------------------------------------------------------------------
        [*]                        [*]                  [*]
- -------------------------------------------------------------------------



                   RICH TEXT RETRIEVAL SEARCH ENGINE
- -------------------------------------------------------------------------

                           Tumbleweed Royalty      MINIMUM PAYMENT TO
                                                       TUMBLEWEED
- -------------------------------------------------------------------------
                                                       
Access Fee                         [*]                  [*]
- -------------------------------------------------------------------------
Annual Product Volume:
- -------------------------------------------------------------------------
        [*]                        [*]                  [*]
- -------------------------------------------------------------------------
        [*]                        [*]                  [*]
- -------------------------------------------------------------------------
        [*]                        [*]                  [*]
- -------------------------------------------------------------------------
        [*]                        [*]                  [*]
- -------------------------------------------------------------------------

- ------------
* Certain confidential information has been omitted and filed separately
  with the Securities and Exchange Commission pursuant to a Request for 
  Confidential Treatment.
                                      11




                    TUMBLEWEED PLUG-INS VERSION 1.0
- -------------------------------------------------------------------------

                           Tumbleweed Royalty      Minimum Payment To
                                                       Tumbleweed
- -------------------------------------------------------------------------
                                                        
OEM                                [*]                      [*]
- -------------------------------------------------------------------------
RETAIL VERSION                     [*]                      [*]
- -------------------------------------------------------------------------
FUTURE VERSION                     [*]                      [*]
- -------------------------------------------------------------------------



4.  PAYMENT OF ROYALTIES TO TUMBLEWEED SOFTWARE

Bitstream Inc. will pay to Tumbleweed Software a [*] royalty on the OEM
components outlined in EXHIBIT A-1 and in Section 3 of this EXHIBIT B-1.
Royalties will be reported and paid to Tumbleweed Software as specified in
Section 4 of the Agreement.



BITSTREAM INC.                          TUMBLEWEED SOFTWARE CORPORATION


By: /s/ C. Ray Boelig                   By: /s/ Jeff Smith
   -------------------------------          ------------------------------
Print Name: C. Ray Boelig               Print Name: Jeff Smith

Title: President & CEO                  Title: President

- ------------
* Certain confidential information has been omitted and filed separately
  with the Securities and Exchange Commission pursuant to a Request for 
  Confidential Treatment.

                                       12


                                   EXHIBIT B-2
                Bitstream Inc. & Tumbleweed Software Corporation
        Joint Developers' Agreement for Sales, Licensing and Marketing of
                Tumbleweed's Publishing Essentials and Components


                                     PAYMENT



This EXHIBIT B-2 is effective as of the 10th of June 1996 and is part of and
shall be governed by the License Agreement made effective on June 10, 1996 by
and between TUMBLEWEED SOFTWARE CORPORATION ("Tumbleweed") and BITSTREAM INC.
("Bitstream").

1. PER COPY FEE/UNIT FEE

The per copy fee due according to Section 4 of the Agreement which shall be due
and payable to Tumbleweed (less Bitstream's agreed upon percentage):

   o  Tumbleweed Publishing Essentials Software SRP:  [*]

   o  Tumbleweed Publisher Software SRP:  [*]


2. SHIPPING CHARGES

Licensee shall be responsible for the payment of the freight charges. All
purchase orders shall state F.O.B. Bitstream Inc.

3. VOLUME DISCOUNT RATES FOR PUBLISHING ESSENTIALS AND TUMBLEWEED PUBLISHER

The Tumbleweed Products may be licensed on a world-wide basis to End Users,
Corporate Accounts and Resellers.


a. TUMBLEWEED PUBLISHING ESSENTIALS: CORPORATE ACCOUNTS

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

                                                       Minimum Payment
     Quantity            SRP         Maximum Discount   To Tumbleweed
- -------------------------------------------------------------------------
                                                     
[*]                      [*]              [*]             [*]
- -------------------------------------------------------------------------
[*]                      [*]              [*]             [*]
- -------------------------------------------------------------------------
[*]                      [*]              [*]             [*]
- -------------------------------------------------------------------------
[*]                      [*]              [*]             [*]
- -------------------------------------------------------------------------




b. TUMBLEWEED PUBLISHER: CORPORATE ACCOUNTS

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

                                                       Minimum Payment
     Quantity             SRP        Maximum Discount   To Tumbleweed
- -------------------------------------------------------------------------
                                                     
[*]                      [*]              [*]             [*]
- -------------------------------------------------------------------------
[*]                      [*]              [*]             [*]
- -------------------------------------------------------------------------
[*]                      [*]              [*]             [*]
- -------------------------------------------------------------------------
[*]                      [*]              [*]             [*]
- -------------------------------------------------------------------------


- ------------
* Certain confidential information has been omitted and filed separately
  with the Securities and Exchange Commission pursuant to a Request for 
  Confidential Treatment.


                                       13



C. TUMBLEWEED PUBLISHING ESSENTIALS AND PUBLISHER: RESELLERS


- -------------------------------------------------------------------------
                   Minimum Transfer                    Minimum Payment
     Product       Price To Reseller        SRP         To Tumbleweed
- -------------------------------------------------------------------------
                                                      
Publishing              [*]               [*]              [*]
Essentials
- -------------------------------------------------------------------------
Publisher               [*]               [*]              [*]
- -------------------------------------------------------------------------





D. TUMBLEWEED PUBLISHING ESSENTIALS AND PUBLISHER: END-USERS


          -------------------------------------------------------
                                                  Payment To
               Product              SRP           Tumbleweed
          -------------------------------------------------------
                                                  
          Publishing               [*]              [*]
          Essentials
          -------------------------------------------------------
          Publisher                [*]              [*]
          -------------------------------------------------------



Tumbleweed Viewer Extensions as defined in EXHIBIT A-1 will be made available to
Bitstream for inclusion with the Envoy stand alone product at a rate of [*] of
Bitstream's revenue The freely distributable Extensions will be made available
to Bitstream for inclusion with the Envoy stand alone viewer at a fixed rate of
[*] per unit shipped. Both the Tumbleweed Viewer Extensions and the freely
distributable Extensions will be made available to OEM's via [*].


4.  PAYMENT OF ROYALTIES TO TUMBLEWEED SOFTWARE

Bitstream Inc. shall pay to Tumbleweed Software the Royalties for Products
referenced in EXHIBIT A-1 in the amount specified within Section 3 of this
EXHIBIT B-2. Royalties will be reported and paid to Tumbleweed Software as
specified in Section 4 of the Agreement.


BITSTREAM INC.                          TUMBLEWEED SOFTWARE CORPORATION

By: /s/ C. Ray Boelig                   By: /s/ Jeff Smith
   -------------------------------          ------------------------------
Print Name: C. Ray Boelig               Print Name: Jeff Smith

Title: President & CEO                  Title: President


- ------------
* Certain confidential information has been omitted and filed separately
  with the Securities and Exchange Commission pursuant to a Request for 
  Confidential Treatment.


                                       14


                                   EXHIBIT B-3
                Bitstream Inc. & Tumbleweed Software Corporation
        Joint Developers' Agreement for Sales, Licensing and Marketing of
                Tumbleweed's Publishing Essentials and Components

                         COMPONENT SOFTWARE MAINTENANCE



This EXHIBIT B-3 is effective as of the 10th of June 1996 and is part of and
shall be governed by the License Agreement made effective on June 10, 1996 by
and between TUMBLEWEED SOFTWARE CORPORATION ("Tumbleweed") and BITSTREAM INC.
("Bitstream").

1. LICENSED PRODUCT(S)

   o  PostScript Converter and/or PDF Converter
   o  Rich Text Retrieval Indexing and/or Search Engine

2. MAINTENANCE FEE

Bitstream shall provide Licensee with maintenance of the Licensed Product(s)
under the terms and conditions stated on the attached SCHEDULE 3-B, in return
for an annual maintenance fee of     [*]   per Licensed Product(s).


3. ROYALTY RATES FOR MAINTENANCE OF COMPONENTS


     ---------------------------------------------------------------
             Product         Maintenance Fee   Royalty To Tumbleweed
                                
     ---------------------------------------------------------------
                                               
     PostScript Converter        [*]                [*] 
     ---------------------------------------------------------------
     PDF Converter               [*]                [*] 
     ---------------------------------------------------------------
     Rich Text Retrieval         [*]                [*] 
     Indexing
     ---------------------------------------------------------------
     Rich Text Retrieval         [*]                [*] 
     Search Engine
     ---------------------------------------------------------------


4. PAYMENT OF MAINTENANCE ROYALTIES TO TUMBLEWEED SOFTWARE FOR COMPONENTS

Bitstream Inc. will pay to Tumbleweed Software the Maintenance Royalties on
the products in EXHIBIT A-1 and within Section 3 of this EXHIBIT B-3.
Royalties will be reported and paid to Tumbleweed Software as specified in
Section 4 of the Agreement.



BITSTREAM INC.                       TUMBLEWEED SOFTWARE CORPORATION


By: /s/ C. Ray Boelig                   By: /s/ Jeff Smith
   -------------------------------          ------------------------------

Print Name: C. Ray Boelig               Print Name: Jeff Smith

Title: President & CEO                  Title: President


- ----------
* Certain confidential information has been omitted and filed separately with
  the Securities and Exchange Commission pursuant to a Request for Confidential
  Treatment.

                                       15




                                  SCHEDULE 3-B
               Bitstream Inc. & Tumbleweed Software Corporation
      Joint Developers' Agreement for Sales, Licensing and Marketing of
              Tumbleweed's Publishing Essentials and Components

                               COMPONENT SOFTWARE
                  MAINTENANCE AGREEMENT--TERMS AND CONDITIONS





1. DEFINITIONS

1.1 "Updates" are new revisions of the Licensed Source Code that improve
functionality and that Bitstream designates by decimal "Version" numbers.

1.2 "Upgrades" are new releases of the Licensed Source Code bearing higher
Bitstream Version integers and that generally expand the capability of the
upgraded product.

2. TERM

This Maintenance Agreement shall begin as of the effective date of this
Agreement and continue for a term of one year. Licensee will be charged the
appropriate amount as designated in EXHIBIT B-3, Section 2. Thereafter, the
Agreement Term shall renew automatically for successive one year periods unless
and until terminated pursuant to Section 3. hereof.

3. SERVICE FEES

3.1 Annual Service Fee. Licensee may elect to pay Bitstream to extend the term
of this Agreement past the initial period in return for payment of an annual
service fee, paid at the start of any applicable term, for each of the Licensed
Products covered by this Agreement.

3.2 Fee Amount. The initial fee amount is stated in EXHIBIT B-3, to which this
schedule is attached, and the full rate shall be payable each successive twelve
(12) month period thereafter. 3.3 Timing of Renewals. Payment of the annual
renewal fees shall be billable by Bitstream thirty (30) days prior to the
anniversary of the effective date each year.

4. MAINTENANCE SERVICES

4.1 Services Provided. Bitstream shall provide Licensee with the following
services during the term, or any renewal term, of this Agreement for each of the
Licensed Products covered under this Agreement:

4.1.1 Priority One telephone and fax diagnostics and assistance (Tel:
617-497-6222; Fax: 617/868-0784 within Massachusetts) during normal, weekday
business hours, excluding all holidays observed by Bitstream, to correct
programming errors in the Licensed Products or defects that prevent the Licensed
Products from operating in accordance with the Documentation;

4.1.2 Delivery of new Updates upon their release;

4.1.3 Delivery of new Upgrades upon their release; and

4.1.4 One day on-site training at Bitstream for Licensed Source Code Product at
Licensee's expense.

4.2 Promptness of Responses. Bitstream shall use commercially reasonable efforts
to respond promptly to any reasonable service request by Licensee, but shall
determine solely the timing of its Update or Upgrade deliveries.






  BITSTREAM INC.

By: /s/ C. Ray Boelig                   
   -------------------------------      
    
Print Name: C. Ray Boelig               

Title: President & CEO                  



                                       16


                                   EXHIBIT C-1
                Bitstream Inc. & Tumbleweed Software Corporation
        Joint Developers' Agreement for Sales, Licensing and Marketing of
                Tumbleweed's Publishing Essentials and Components


                            TRADEMARK USE GUIDELINES


      Please include the appropriate[Trademark] or [Registered Trademark] 
symbol after the first use, along with the corresponding noun. Thereafter, the
noun should appear frequently with the trademark. The following nouns are only
suggestions; there may be other words that are equally appropriate. Do not use
trademarks as nouns; trademarks are adjectives. Appropriate uses of trademarks
identify products originating with Bitstream:






TRADE v. COMPANY NAME
o Bitstream Inc. [the company - no attribution]
o Bitstream's products [no attribution]
o Bitstream[Registered Trademark] product(s)

SOFTWARE
o Bitstream[Registered Trademark] FaceLift[Trademark]
o Bitstream[Registered Trademark] 4-in-1/TrueDoc[Registered Trademark] 
  Printing system
o Bitstream[Registered Trademark]TrueDoc[Registered Trademark]
o TrueDoc[Registered Trademark] PFR
o Bitstream[Registered Trademark] Font Select[Trademark]
o Bitstream[Registered Trademark] Speedo[Trademark]

TYPEFACES 
Bitstream[Registered Trademark] Amerigo[Trademark] 
Bitstream[Registered Trademark] Arrus[Trademark] 
Bitstream[Registered Trademark] Bremen[Trademark] 
Bitstream[Registered Trademark] Carmina[Trademark] 
Bitstream[Registered Trademark] Cataneo[Trademark] 
Bitstream[Registered Trademark] Chianti[Trademark] 
Bitstream[Registered Trademark] Cooper[Trademark]
Bitstream[Registered Trademark] Iowan[Trademark] Oldstyle
Bitstream[Registered Trademark] Mister Earl[Trademark]
Bitstream[Registered Trademark] Oranda[Trademark] 
Bitstream[Registered Trademark] Oz Handicraft[Trademark] 
Bitstream[Registered Trademark] Snowcap[Trademark]
Dutch[Trademark] 
Hammersmith[Trademark] 
Mermaid[Trademark] 
Old Dreadful No. 7[Trademark] 
Provence[Trademark]
Slate[Trademark] 
Swiss[Trademark] 
Zurich[Trademark]

Tumbleweed[Registered Trademark]
Tumbleweed Publishing Essentials[Trademark]
Tumbleweed Publisher[Trademark]
Tumbleweed Rich Text Retrieval[Trademark]


SAMPLE ATTRIBUTION PARAGRAPH FOR TRADEMARKS:

Bitstream Amerigo, Bitstream Carmina, Bitstream Charter and Fontware are
registered trademarks and Speedo and Bitstream FaceLift are trademarks of
Bitstream Inc. The trademark Fontware is licensed to Bitstream Inc. in West
Germany, France and the United Kingdom by Electronic Printing Systems, Ltd.




                                       17