OEM Purchase Agreement - JetFax Inc. and and Oki America Inc.


                        CONFIDENTIAL TREATMENT REQUIRED

                             OEM PURCHASE AGREEMENT

JetFax, Inc., (JetFax) a Delaware corporation having its principal place of
business at 1376 Willow Road, Menlo Park, CA 94025, agrees to purchase and Oki
America, Inc., a Delaware corporation, through its OKIDATA division, having a
principal place of business at 532 Fellowship Road, Mt. Laurel, NJ 08054
(OKIDATA) agrees to sell the Product(s), Spares Accessories and Consumables (all
as defined herein), together with their associated documentation, at the prices
set forth in Exhibit A and upon the terms and conditions set forth herein.
"Products" as used herein pertains to facsimile engines as defined by the
Specifications in Exhibit B. "Spares" as used herein means standard spare parts
as listed in OKIDATA's RSPL (Recommended Spare Parts List) for the Products, a
copy of which is contained in Exhibit C and unique spare parts as set forth in
Exhibit D. "Consumables" as used herein means toner cartridges and image drums
as set forth in Exhibit A. "Accessories" as used herein means a second paper
tray as set forth in Exhibit A.

 
1.  TERM OF AGREEMENT

The term of this Agreement shall be two (2) years commencing on the date on
which the last of the parties executes this Agreement (the Effective Date).
Orders placed during this twenty four (24) month ordering period must be
scheduled for delivery within thirty (30) months of the Effective Date.


2. CUSTOMER ORDERS

Purchases by JetFax will be by individual written JetFax purchase orders made
during the term of this Agreement, which orders will be accepted by OKIDATA so
long as they comply with the terms and conditions of this Agreement. Orders will
be accepted with OKIDATA's Order Acknowledgement (OA) form. If an OA is not
issued within ten (10) business days of receipt of order, the order will be
deemed accepted. The first purchase order (the Initial Order) is to be issued
simultaneously with the execution by JetFax of this Agreement for a quantity of
no less than twenty (20) percent of the Specified Quantity of all Product(s)
listed in Exhibit A, (i.e. 1000 units) and must specify delivery within six (6)
months of the Effective Date. Each purchase order, subject to the conditions set
forth in Section 4 below, shall set forth the desired delivery schedule for each
Product.


3.   PRICES

A.   The prices set forth in Exhibit A are based on purchase by JetFax of a
     minimum of [*] of Product in each year of the term of this
     Agreement. If, during the term of this Agreement JetFax does not purchase a
     minimum of [*] of Product, OKIDATA may retroactively increase
     the unit price by [*]. If, during the term of this Agreement, 
     JetFax purchases between [*] total units of Product, the unit 
     price will be increased retroactively by [*] per unit.

B.   OKIDATA agrees to make Spares and Consumables available to JetFax for a
     minimum of five (5) years after last shipment of Product to JetFax. During
     the term of this Agreement, Spares will be invoiced at a [*] discount
     from OKIDATA's U.S. Dealer list prices. Thereafter, the discount will be as
     specified in Exhibit C.

C.   OKIDATA will accrue an amount equal to [*] off the net invoice
     value of all Product(s) purchased hereunder in an account maintained by
     OKIDATA. Such accrued amount shall be applied as a credit towards the
     payment of any amounts due from JetFax for the purchase of Spares
     hereunder.


4.   DELIVERY SCHEDULES

A.   Requested delivery dates for Product(s), Accessories and Image Drum Kits
     purchased hereunder shall be no sooner than one  twenty (120) days after
     receipt of a purchase order, FOB JAPAN.**

     Requested delivery dates for Spares shall be no less than 90 days from
     receipt of order. For non-unique Spares, OKIDATA will make reasonable
     efforts to deliver reasonable quantities within in two weeks of order.

     --------------
     ** Image drums purchased FOB Mt. Laurel, N.J., will be 2 weeks from receipt
        of purchase order by Okidata.

[*] = Confidential Treatment Requested

                                       2

 
     Requested delivery dates for toner cartridges shall be no less than
     fourteen (14) days after receipt of order for product in standard packaging
     and sixty (60) days in custom packaging.

     Notwithstanding the above order leads, OKIDATA will, on request, make
     reasonable efforts to shorten the lead for demand exceeding forecast
     quantities. All or the above lead times are contingent on OKIDATA's receipt
     of the monthly forecast as set out in paragraph 7, below.


5.   RESCHEDULING OF DELIVERIES

A.   Rescheduling of deliveries is permitted up to the 46th day prior to
     scheduled delivery. Thereafter, no rescheduling will be permitted.


6.   CANCELLATION CHARGES

A.   Cancellation is permitted up to the 46th day prior to scheduled delivery
     date. Thereafter, no cancellation is permitted.


7.   CUSTOMER FORECASTS

     Once each month JetFax will furnish to OKIDATA a written non-binding 
     forecast of its requirements for the Product(s) for the ensuing twelve 
     months.


8.   PAYMENT

A.   Payment for purchases hereunder will be due net 30 days from date of
     receipt by JetFax in the U.S. of the products invoiced. Pending
     establishment of open credit terms, and prior to or simultaneous with
     issuance of its initial purchase order, JetFax will establish an escrow
     account or standby letter of credit acceptable to OKIDATA, in the amount of
     [*] to secure the purchase price of the products ordered. For each
     scheduled delivery or products the escrow or letter of credit is to be
     maintained at a level at least equal to [*] of the value of each delivery.
     This funding process is to occur at least 45 days prior to the dates of all
     scheduled shipments. This secured ratio [*] of the second and all
     subsequent shipments will remain in effect until JetFax has proven that
     they are capable of sustaining open credit terms at which time the advance
     security requirement and the discount described in paragraph B., below,
     will cease. If JetFax does not comply with payment terms as specified
     herein, OKIDATA reserves the right to modify the amount of security
     required.

B.   OKIDATA will give JetFax a discount equal to [*] of the net
     invoice amount on the portion of each delivery secured by the escrow or
     letter of credit.

[*] = Confidential Treatment Requested
 

                                       3

 
C.   Prices are exclusive of any sales, use, property, and like taxes. Any such
     tax OKIDATA may be required to collect or pay upon the sale or delivery 
     of the Products, other than taxes based on OKIDATA's income, shall be 
     promptly reimbursed by JetFax.

D.   All prices in this Agreement are in U.S. Dollars.


9.   PATENT INDEMNITY

A.   OKIDATA agrees to indemnify, defend and hold JetFax harmless from and
     against any claim, suit or proceeding to the extent that such claim or
     proceeding is based on a claim that Products (for purposes of this Section
     9, Product will include Accessories) purchased hereunder infringe any
     patent rights, provided that OKIDATA is notified promptly in writing and
     given complete authority, information and assistance required for defense
     of same, and OKIDATA shall pay all damages and costs as a result thereof.
     OKIDATA, however, shall not be responsible for any settlement made by
     JetFax without OKIDATA's prior written consent.

B.   In the event any Product furnished hereunder is, in OKIDATA's reasonable
     opinion, likely to or does become the subject of a claim of infringement,
     OKIDATA may, at its option and expense, procure for JetFax the right to
     continue using the Product, replace same with a non-infringing Product or
     Accessory of similar capability, or modify the Product so it becomes non-
     infringing (but has similar capability). In the event none of the foregoing
     alternatives is commercially reasonable, and provided that there is a bona
     fide claim of infringement, in order to minimize its liabilities hereunder,
     OKIDATA may terminate this Agreement and the obligation to sell Product to
     JetFax hereunder by written notice to JetFax; provided however, that
     notwithstanding such termination, (i) the indemnity provided in paragraph A
     hereof shall still apply and remain in full force and effect, and 
     (ii) OKIDATA shall promptly repurchase from JetFax at full cost, all 
     units of Product purchased by JetFax under this Agreement and not yet 
     resold by JetFax and JetFax will promptly return, same per the prior 
     written instructions of OKIDATA, which shall not be unreasonably withheld.

C.   OKIDATA shall have no responsibility or liability for any claim of
     infringement (i) arising out of the use of its Products in combination with
     non-OKIDATA products, or (ii) if such infringement arises out of Product
     manufactured to JetFax's design, or (iii) if such infringement arises as a
     result of a modification to the product not made by or for OKIDATA, if, and
     only if, such infringement would have been avoided by the use of the
     Product without such combination, manufacture to JetFax design or
     modification.

D.   The foregoing states the entire liability of OKIDATA 'with respect to
     infringement of any patent by the Products or any parts thereof and,
     anything herein to the contrary notwithstanding, OKIDATA's liability to
     JetFax hereunder shall in no event exceed the total price plus taxes and
     other associated charges paid to OKIDATA by JetFax for all infringing or

                                       4

 
     allegedly infringing Product purchased pursuant to this Agreement.


10.  TERMINATION

This Agreement may be terminated or canceled as follows:


A.   By either party at any time pursuant to the provisions of this Section 10,
     if the other party violates any provision of this Agreement. The defaulting
     party shall have a period of thirty (30) days from the date of receipt of
     written notice from the non-defaulting party describing the default within
     which to remedy the default. The termination shall become effective at the
     end of the thirty (30) day period if the defaulting party has failed to
     remedy the default.

B.   If either party (i) admits in writing its inability to pay its debts
     generally as they become due, or (ii) makes an assignment for the benefit
     of its creditors, or (iii) institutes or consents to the filing of a
     petition in bankruptcy, whether for reorganization or liquidation, under
     federal or similar applicable state laws, or (iv) is adjudged bankrupt or
     insolvent by a court having jurisdiction, then in either of such events,
     the other party may, by written notice, immediately terminate this
     Agreement.

C.   JetFax's obligation to pay for all Products received by it hereunder shall
     survive termination of this Agreement. In the event that OKIDATA terminates
     the Agreement for default, OKIDATA will honor any Purchase orders which it
     has accepted, but reserves the right to change payment terms as it deems
     necessary.


11.  SHIPPING AND RISK OF LOSS

     Prices of Product(s), Accessories and Image Drum Kits are FOB Japan. Prices
     of Spares and Consumables are FOB OKIDATA's U.S. facilities. Title and risk
     of loss pass to JetFax at the time and place of delivery as soon as OKIDATA
     has put the goods in the possession of the carrier. OKIDATA will package
     the Products in accordance with accepted standard commercial practices for
     normal shipment considering the type of Product involved and the normal
     risks' encountered in shipments. JetFax shall designate the method of
     shipment on each individual purchase order issued against this Agreement.
     OKIDATA shall arrange for shipment by the designated method. All
     transportation charges are freight collect.


12.  LIMITATION OF LIABILITY

     In no event will either party be liable for loss of profits or incidental,
     special, or consequential damages arising out of any breach of obligations
     under this Agreement.

                                       5

 
13.  TRAINING

     OKIDATA will provide one course for six (6) JetFax employees for a period
     appropriate to the particular Product purchased (usually two (2) days). The
     course will be given at OKIDATA's Mt. Laurel facility and will be scheduled
     at a mutually agreeable time. OKIDATA will provide course material and
     documentation free of charge. Travel and living expenses are to be borne by
     JetFax. On-site training may be given at JetFax's expense and in accordance
     with OKIDATA's policy at the time of execution of this Agreement.


14.  VALUE ADDED

     JetFax warrants and represents that the Products purchased hereunder are
     for use and resale as part of, or as accessories to, equipment manufactured
     or assembled by or for JetFax. OKIDATA grants JetFax the right to
     incorporate the products purchased hereunder into any such equipment.


15.  EXPORT RESTRICTIONS

     JetFax agrees that it shall not at any time make or permit any export or
     reexport of OKIDATA products directly or indirectly to any country, without
     full compliance with United States export laws and regulations as issued by
     the United States Department of Commerce, Office of Export Administration,
     as amended from time to time, as those laws and regulations apply to
     OKIDATA products, and all other things delivered to, or derived from things
     delivered to, Customer under the OEM Purchase Agreement.


16.  CONFIDENTIALITY AND PROPRIETARY RIGHTS

     Each party agrees that it shall not disclose to any third party, or use for
     its own benefit, except as expressly permitted herein and other than is
     necessary for its performance under this Agreement, any trade secrets,
     technical data, methods, processes or procedures or any other confidential,
     financial, or business information or data of the other party, which is
     disclosed by one party to the other in the course performance of the OEM
     Purchase Agreement, without the prior written consent of the party
     asserting ownership of the information. This obligation shall survive the
     cancellation or other termination of the OEM Purchase Agreement.

     This Section 16 shall not apply to any data or information which 
     (a) becomes generally known or available through no fault of the receiving
     party; (b) is already known to the receiving party at the time of receipt
     as evidenced by its written records; (c) is received from a third party
     without breach of the confidentiality obligations of this Agreement; or 
     (d) is required by court order or operation of law.

                                       6

 
17.  DOCUMENTATION AND SUPPORT

     OKIDATA grants JetFax the right to use and modify OKIDATA user and service
     documentation for distribution to JetFax customers as necessary only for
     use and maintenance of JetFax products to the extent that these products
     incorporate products purchased under this Agreement. JetFax will place a
     copyright notice in any such reproduction or derivative work acknowledging
     OKIDATA's copyrights. JetFax will not use any OKIDATA trademark without an
     appropriate statement acknowledging OKIDATA's ownership of the mark.

     OKIDATA will use reasonable efforts to assist in the development of,
     diagnose problems in and provide ongoing assistance for its deliverables.
     OKIDATA will provide all documentation necessary for JetFax to obtain
     safety and certification approvals.


18.  WARRANTY

     All items purchased under this Agreement are warranted by OKIDATA to be
     free from defects in materials and workmanship at the time of delivery.
     Within thirty (30) days of receipt, JetFax will inspect Product(s), Spares,
     Consumables and Accessories purchased hereunder and will notify OKIDATA in
     writing of any claimed defects. OKIDATA will, at its option, repair or
     replace any items which are defective. Should OKIDATA opt to perform
     repairs at its facility, JetFax will bear the cost and risk of loss for
     return of the products to OKIDATA and OKIDATA will be at the cost and risk
     of loss for return of repaired or replacement items to JetFax within the 48
     contiguous United States.

     In the event of an epidemic failure, which, for purposes of this Agreement,
     will mean a failure due to the same cause occurring in more than 5% of the
     Products in any given delivery, OKIDATA will provide JetFax with a parts
     kit to correct the problem.. These kits will be shipped at no charge to
     JetFax, who will be responsible for the cost of labor required to install
     the parts.

     The above constitutes JetFax's sole remedy under this warranty.


19.  TOOLING

     JetFax agrees to pay to OKIDATA the sum of [*] for non-recurring
     engineering (NRE) charges, for tooling related to changes to the left side
     panel of the Product. This NRE charge will be amortized over the first [*]
     units of Product purchased, at the rate of [*] per unit. If, during the
     term of this Agreement, JetFax does not purchase [*] units, the remaining
     unamortized amount of NRE will be invoiced and JetFax agrees to pay same.
     If OKIDATA terminates this Agreement because of breach by JetFax, the
     unamortized amount will be invoiced and JetFax agrees to pay the balance no
     later than the due date for payment of any outstanding invoices for
     products delivered pursuant to the Agreement.

[*] = Confidential Treatment Requested

                                       7

 
     All tooling changes performed pursuant hereto are exclusive to JetFax, and
     OKIDATA shall not use the part or parts as modified by such tooling changes
     other than pursuant to this Agreement or license to otherwise allow the use
     of the part or parts as modified by such tooling change by anyone other
     than JetFax.


20.  GENERAL PROVISIONS

A.   All notices required to be given hereunder will be sent by registered or
     certified mail, return receipt requested, postage prepaid, forwarded to the
     appropriate party at the address shown below, or at such other addresses as
     that party may, from time to time, advise in writing, and which have been
     received in the ordinary course of post.

B.   Neither party shall have the right to assign its rights or obligations
     under this Agreement except with the written consent of the other party,
     provided, however, that a successor in interest by merger, by operation of
     law, or by assignment, purchase or otherwise of all or substantially all of
     the business of either party, shall acquire all interest of such party
     hereunder and may receive an assignment hereof without such consent. Any
     prohibited assignment shall be null and void.

C.   The failure of either party to enforce at any time the terms, conditions,
     requirements, or any other provisions of this Agreement shall not be
     construed as a waiver by such party of ay succeeding non-performance of the
     same term, condition, requirement or any other provision of this Agreement.

D.   The headings of paragraphs contained herein are for convenience and
     reference only and are not a part of this Agreement, nor shall they in any
     way affect the interpretation thereof.

E.   The parties agree that if any portion of this Agreement shall be held
     illegal and/or unenforceable, the remaining portions of this Agreement
     shall continue to be binding and enforceable provided that the effectivity
     of the remaining portion of this Agreement would not defeat the overall
     business intent of the parties, or give one party any substantial financial
     benefit to the detriment of the other party.

F.   This Agreement and its appendices shall be governed by the laws of the
     State of Delaware, excluding its conflicts of law rules. Any disputes
     arising out of or pertaining to this Agreement are to be settled by
     arbitration to be conducted by a mutually agreed on alternate dispute
     resolution organization. Arbitration will take place in Philadelphia, PA if
     JetFax initiates the proceedings, and in San Francisco, CA if OKIDATA
     initiates the proceedings.

G.   This Agreement constitutes the entire Agreement between the parties and
     supersedes all prior discussion, either oral or in writing, including,
     without limitation, the Memorandum of Understanding dated January 17, 1995.

                                       8

 
H.   The terms and conditions of this Agreement will prevail notwithstanding any
     variance with the terms and conditions of any order or release submitted by
     Customer, or any release acknowledgment returned by OKIDATA. Except as
     expressly set forth in this Agreement, this Agreement shall not be deemed,
     or construed to be, modified, amended, rescinded, or canceled in whole or
     in part, except by written amendment executed by the parties hereto.

I.   The provisions of Sections 3.B., 9, 10.C., 12, 14 and 16 shall survive the
     termination or expiration of this Agreement.

J.   EXHIBIT A, PRICING, EXHIBIT B, SPECIFICATIONS, EXHIBIT C, SPARE PARTS, and
     EXHIBIT D, UNIQUE SPARES, attached hereto, are hereby incorporated herein
     by this reference.



          IN WITNESS WHEREOF, the parties hereto have set their names on the
dates hereinafter set forth.



          JetFax Inc.                              OKIDATA        
                                                                        
/s/ EDWARD R. PRINCE                    /s/ ROBERT E. HOLL
__________________________________      _________________________________
(Signature)                             (Signature)                     
                                                                        
EDWARD R. PRINCE                        ROBERT E. HOLL
__________________________________      _________________________________
(Typed/Printed Name)                    (Typed/Printed Name)            
                                                                        
PRESIDENT                               MANAGER, CONTRACTS
__________________________________      _________________________________
(Title)                                 (Title)                         
                                                                        
2-21-95                                 2/22/95
__________________________________      _________________________________
(Date)                                  (Date)                           

                                       9

 
                                   EXHIBIT A

 
 
                                                                                       F.O.B
                                         SPECIFICATION        ORDER       ANNUAL       JAPAN
PRODUCT                                      NUMBER           MULT      QUANTITY      PRICE
-------                                  -------------       ------     --------     --------
                                                                          

[*]
 

ACCESSORIES/CONSUMABLES PRICING
-------------------------------

 
 
                                                                          
                                         SPECIFICATION        ORDER       
PRODUCT                                      NUMBER           MULT      PRICE
-------                                  -------------       ------     -----     
                                                                      

[*]
 

NOTE

[*]

MGB, 02/13/95

                    [*] = CONFIDENTIAL TREATMENT REQUESTED




 
                                                                       EXHIBIT B


                                                          Issue 1a February 1995

                        SPECIFICATION OF THE FAX ENGINE
                                  FOR JETFAX





                                     OKI Data Corporation

                                     4-11-22, Shibaura, Minato-ku, Tokyo, Japan
                                     Telephone:  +81 3 5445 6119
                                     Fax:        +81 3 5445 6180

 
                                   CONTENTS

Chapter 1:    General Description

Chapter 2:    General Performance

Chapter 3:    Physical Description

Chapter 4:    BLANK              

Chapter 5:    Document Input      

Chapter 6:    Document Output   

Chapter 7:    BLANK               

Chapter 8:    Environmental Requirements

Chapter 9:    BLANK                

Chapter 10:   Expanded View and Parts List

Chapter 11:   BLANK

Chapter 12:   Shipping Conditions


 
1.  GENERAL DESCRIPTION

                                      [*]

[*] = CONFIDENTIAL TREATMENT REQUESTED


 
2.  GENERAL PERFORMANCE

                                      [*]


[*] = CONFIDENTIAL TREATMENT REQUESTED


 
                                      [*]


[*] = CONFIDENTIAL TREATMENT REQUESTED


 
3.  PHYSICAL DESCRIPTION

                                      [*]


[*] = CONFIDENTIAL TREATMENT REQUESTED


 
                                      [*]


[*] = CONFIDENTIAL TREATMENT REQUESTED


 
                                      [*]


[*] = CONFIDENTIAL TREATMENT REQUESTED


 
                                      [*]


[*] = CONFIDENTIAL TREATMENT REQUESTED


 
5. DOCUMENT INPUT

                                      [*]


[*] = CONFIDENTIAL TREATMENT REQUESTED


 
                                      [*]


[*] = CONFIDENTIAL TREATMENT REQUESTED


 
                                      [*]


[*] = CONFIDENTIAL TREATMENT REQUESTED


  6. Document Output 
                                      [*]


[*] = CONFIDENTIAL TREATMENT REQUESTED


 
                                      [*]


[*] = CONFIDENTIAL TREATMENT REQUESTED


 
                                      [*]


[*] = CONFIDENTIAL TREATMENT REQUESTED


 
                                      [*]


[*] = CONFIDENTIAL TREATMENT REQUESTED


 
                                      [*]


[*] = CONFIDENTIAL TREATMENT REQUESTED



8.  ENVIRONMENTAL REQUIREMENTS
 
                                      [*]


[*] = CONFIDENTIAL TREATMENT REQUESTED


 
                                      [*]


[*] = CONFIDENTIAL TREATMENT REQUESTED


 
                                      [*]


[*] = CONFIDENTIAL TREATMENT REQUESTED


 
                                      [*]


[*] = CONFIDENTIAL TREATMENT REQUESTED


 
                                      [*]


[*] = CONFIDENTIAL TREATMENT REQUESTED


 
                                   ASSEMBLY

                                      [*]


[*] = CONFIDENTIAL TREATMENT REQUESTED


 
                           SECTION 1 CABINET ASSEMBLY

                                      [*]


[*] = CONFIDENTIAL TREATMENT REQUESTED


 
                                      [*]


[*] = CONFIDENTIAL TREATMENT REQUESTED


 
                                      [*]


[*] = CONFIDENTIAL TREATMENT REQUESTED


 
                          SECTION 3 PRINTER ASSEMBLY

                                      [*]


[*] = CONFIDENTIAL TREATMENT REQUESTED


 
                                      [*]


[*] = CONFIDENTIAL TREATMENT REQUESTED


 
                                      [*]


[*] = CONFIDENTIAL TREATMENT REQUESTED


 
                            SECTION 4 BASE ASSEMBLY

                                      [*]


[*] = CONFIDENTIAL TREATMENT REQUESTED


 
                                      [*]


[*] = CONFIDENTIAL TREATMENT REQUESTED


 
                                      [*]


[*] = CONFIDENTIAL TREATMENT REQUESTED


 
                            SECTION 5 SCAN ASSEMBLY

                                      [*]


[*] = CONFIDENTIAL TREATMENT REQUESTED


 
                                      [*]


[*] = CONFIDENTIAL TREATMENT REQUESTED


 
                                      [*]


[*] = CONFIDENTIAL TREATMENT REQUESTED


 
                         SECTION 5 DETAIL A SCAN UNIT

                                      [*]


[*] = CONFIDENTIAL TREATMENT REQUESTED


 
                                      [*]


[*] = CONFIDENTIAL TREATMENT REQUESTED


 
                                      [*]


[*] = CONFIDENTIAL TREATMENT REQUESTED


 
                                      [*]


[*] = CONFIDENTIAL TREATMENT REQUESTED



                   SECTION 5 DETAIL B PAPER GUIDE ASSEMBLY
 
                                      [*]


[*] = CONFIDENTIAL TREATMENT REQUESTED


 
                                      [*]


[*] = CONFIDENTIAL TREATMENT REQUESTED


 
                                      [*]


[*] = CONFIDENTIAL TREATMENT REQUESTED



                               SECTION 6 CABLES 
                                     
                                      [*]


[*] = CONFIDENTIAL TREATMENT REQUESTED


 
                                      [*]


[*] = CONFIDENTIAL TREATMENT REQUESTED


12. Shipping Conditions 
                                      [*]


[*] = CONFIDENTIAL TREATMENT REQUESTED


 
                                      [*]


[*] = CONFIDENTIAL TREATMENT REQUESTED


 
                                      [*]


[*] = CONFIDENTIAL TREATMENT REQUESTED


 
                                      [*]


[*] = CONFIDENTIAL TREATMENT REQUESTED


 
                                      [*]


[*] = CONFIDENTIAL TREATMENT REQUESTED


 
                                      [*]


[*] = CONFIDENTIAL TREATMENT REQUESTED


4. Counters/Correction Value Check Commands 
                                      [*]


[*] = CONFIDENTIAL TREATMENT REQUESTED


 
                                      [*]


[*] = CONFIDENTIAL TREATMENT REQUESTED


 
                                      [*]


[*] = CONFIDENTIAL TREATMENT REQUESTED



VIDEO INTERFACE TIME CHART
 
                                      [*]


[*] = CONFIDENTIAL TREATMENT REQUESTED



COMMAND INTERFACT TIME CHART
 
                                      [*]


[*] = CONFIDENTIAL TREATMENT REQUESTED



OPERATION PANEL INTERFACE
 
                                      [*]


[*] = CONFIDENTIAL TREATMENT REQUESTED


 
                                      [*]


[*] = CONFIDENTIAL TREATMENT REQUESTED



REMARKS
 
                                      [*]


[*] = CONFIDENTIAL TREATMENT REQUESTED



                            EXHIBIT C - SPARE PARTS
                            -----------------------



A.   Spare parts and the prices therefor, for Products purchased hereunder
     shall be listed in OKIDATA'S Suggested End-User Price List issued from time
     to time by OKIDATA. Suitable spare parts will be available for a period of
     five (5) years from date of last delivery under this Agreement and may be
     purchased by the issuance of a Customer purchase order acceptable to
     OKIDATA. If Customer requires spare parts after they are no longer
     available from OKIDATA, OKIDATA will provide available drawings or purchase
     specifications to assist Customer in obtaining the Products from other
     sources. The documentation to be supplied will be that documentation as is
     in existence at that time.

B.   Minimum spare parts order [*]

C.   Prices for spare parts shall be invoiced at [*] discount from the Suggested
     End-User Price List unless, in the twelve (12) month period immediately
     preceding the Effective Date, Customer shall have purchased and paid for
     spare parts from OKIDATA in an amount exceeding [*] or Customer anticipates
     purchasing the same within the first twelve (12) months after the Effective
     Date.

      (i)    If the amount previously purchased exceeds [*] or Customer
             anticipates purchasing same within the term of this Agreement, the
             discount shall be [*]

      (ii)   If the amount previously purchased exceeds [*] or Customer
             anticipates purchasing same within the term of this Agreement, the
             discount shall be [*]

D.   Ribbons and manuals have special pre-discounted price and are, therefore,
     not subject to the above discount percentages. OKIDATA offers additional
     discounts for large volume orders.

                    [*] = CONFIDENTIAL TREATMENT REQUESTED

 
                                      [*]


[*] = CONFIDENTIAL TREATMENT REQUESTED


 
                                      [*]


[*] = CONFIDENTIAL TREATMENT REQUESTED


 
                                      [*]


[*] = CONFIDENTIAL TREATMENT REQUESTED


 
                                   Exhibit D

                        Unique Parts List for JetFax MS
 
 

   ODA #             OKI-Japan Part #        Description         List Price
                                                         
   [*]
 
                                      

[*] = CONFIDENTIAL TREATMENT REQUESTED