1 EXHIBIT 10.20 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THE DOCUMENT, MARKED BY BRACKETS IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 2.4b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. PURCHASE AGREEMENT By and...

1
EXHIBIT 10.20
CERTAIN CONFIDENTIAL INFORMATION CONTAINED
IN THE DOCUMENT, MARKED BY BRACKETS IS
FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 2.4b-2 OF THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

PURCHASE AGREEMENT

By and Between

MANNESMANN TALLY CORPORATION

And

KENTEK INFORMATION SYSTEMS, INC.

For The Purchase of Kentek Printers
Parts and Supplies

REVISION #3

DATE: APRIL 20, 1996
2
PURCHASE AGREEMENT

1 Terms and Conditions

1.1 Definitions
1.2 Construction

2. Scope

3. Sale and Purchase; Term; Territory

3.1 Sale and Purchase of Product
3.2 Term of Agreement
3.3 Territory

4. Purchase Orders

4.1 Initial Spare Parts Order
4.2 Forecasts
4.3 Lead Time
4.4 Purchase Orders
4.5 Cancellation
4.6 Rescheduling
4.7 Agreement Prevails over Purchase Orders

5. Delivery; Licenses; Carriers

5.1 Delivery
5.2 Conditions to Deliveries
5.3 Import and Export Licenses
5.4 Carrier Selection

6. Acceptance

6.1 Products Not Rejected Deemed Accepted
6.2 Buyer's Rights Upon Receipt of a Non-Conforming Delivery
6.3 Right to Cure
6.4 Burden of Showing Products Non-Conforming; Payment Not Waiver
6.5 Quality Assurance

7. Payment

8. Prices; Modification of Prices

9. Taxes and Duties

10. Product Approvals; Certifications

3
11. Product Changes

11.1 Engineering Changes
11.2 Mandatory Changes
11.3 Enhancements

12. Patent, Copyrights and Trade Secrets Indemnity

13. Parts and Repairs

13.1 Parts Support Program
13.2 Out of Warranty Exchange
13.3 End-of-Product Life Parts Support

14. Buyer Responsibilities

15. Publications; Documentation

15.1 Publications
15.2 License to Publications; Documentation

16. License of Software Products

16.1 Grant
16.2 Proprietary Rights
16.3 Sublicenses
16.4 Reverse Engineering
16.5 General Copying Restrictions
16.6 Termination of Buyer License
16.7 Warranty Disclaimer

17. Training

18. Product Warranties; Limitation of Liability; Disclaimer

18.1 Product Warranties
18.2 Warranties Do Not Apply To Buyer Components, Modifications,
Etc.
18.3 Disclaimer; Limitation of Liability
18.4 Product Liability; Insurance

19. Product Reliability

20. Delays and Inability to Perform

21. Confidentiality

21.1 Confidential Information
21.2 Non-Disclosure of Confidential Information
21.3 Permitted Disclosure
4
21.4 Loss of Confidentiality
21.5 Right to Equitable Relief
21.6 Survival

22. Public Announcements

23. Notices

24. Termination and Expiration of Agreement

24.1 Insolvency, Bankruptcy, Etc.
24.2 Breach of this Agreement, Etc.
24.3 Rights of the Parties in the Event of Termination

25. Point of Sale Reporting

26. Nameplates and Trademarks

26.1 Buyer's Trademarks
26.2 Kentek Proprietary Rights Legend and Trademarks

27. Compliance with Laws

28. Document Precedence

29. Authority

30. Limitation of Liability and Actions

31. Severability

32. Miscellaneous

Schedules:

A - Printer Prices
B - Consumables Prices
C - Spare Parts Prices
D - Printer Specifications
E - DELETED
F - Currency Fluctuations
G - Publications; Documentation
H - Software Products
I - Customer Service Support Program

5
PURCHASE AGREEMENT

This Agreement is made and entered into as of the day of
by and between Kentek Information Systems, Inc., a Delaware
corporation with its principal offices at 0000 Xxxxxxxxxx Xxxxx, Xxxxxxx,
Xxxxxxxx 00000 ("Kentek") and Mannesmann Tally Corporation, with its principal
offices at 0000 Xxxxx 000xx Xxxxxx, X.0. Xxx 00000, Xxxx, Xxxxxxxxxx 00000-0000
("Buyer").

A. Kentek is engaged in the design, development,
manufacture and marketing of electronic printers and related products; and

B. Buyer desires to purchase from Kentek certain of such
products for resale in the regular course of its business, on the terms and
conditions set forth herein.

1. Terms and Conditions.

1.1 Definitions. As used in this Agreement, the following terms shall have
the following respective meanings unless the context otherwise
requires:

"Acceptance Period" shall mean the period from the date of
receipt at Buyer's facility of Products and thirty (30) days thereafter.

"Affiliate" shall mean any person controlling, controlled by
or under common control, directly or indirectly with that person, but only so
long as such control exists. For purposes hereof, the term "control" and
references of same shall mean the possession, directly or indirectly, of the
power to direct, or cause the direction of, the management and policies of
another person, whether through ownership of voting securities, by contract or
otherwise.

"Best Efforts" shall have the meaning set forth in Section
4.4.

"Cancellation Charges" shall have the meaning set forth in
Section 4.5.

"Customer" shall include any person, including without
limitation any Affiliate of Buyer, that buys or leases Products sold hereunder
from Buyer or any authorized distributor or dealer of Buyer.

"Engineering Change" shall have the meaning set forth in
Section 11.1.

"Ex Works" shall have the meaning attributed to it by
INCOTERMS (1990) issued by the International Chamber of Commerce.

"Information" shall mean that information contained in any
form including, without limitation, drawings, sketches, blueprints, parts,
lists, schedules, manuals, documentation, written descriptions of all kinds,
models, samples, reports, data, tapes, oral discussion or briefings by Kentek
or Buyer personnel or the like relating to any Products or Buyer's or Kentek's
products and the manufacture and marketing thereof and Kentek's and Buyer's
financial and business arrangements including, without limitations, working
features, design, processes, logic specifications, data flow,

5
6
software and communications protocol requirements, know-how, technology,
sources of supply and arrangements therefor, test and market data, business
forecasts and planning.

"Normal Lead Time" shall mean ninety (90) days for printers
and accessories and thirty (30) days for consumables and spare parts from the
date of Kentek's receipt of a Purchase Order, OR SIXTY (60) DAYS FOR PRINTERS
AND ACCESSORIES IF FORECAST IN ACCORDANCE WITH SECTION 4.2.

"Parts" shall mean the consumables, listed on Schedules B
and C, as each such Schedules may be amended from time to time by Kentek.

"Printers" shall mean the Kentek printers and accessories set
forth on Schedule A, as more fully described in Schedule D, as such Schedule
may be added to, modified or amended by Kentek from time to time, subject to
Section 2, Scope, Subsection B, but shall in no event include any printer, or
supplies, parts, accessories, software or firmware therefor which has been, or
will be, designed for, or which incorporates changes or enhancements already
provided or provided in the future exclusively for, a particular customer
(other than Buyer) or to any such customer's specifications and which Kentek is
prohibited by such customer from selling to its other customers.

"Products" shall mean Printers and Parts, collectively,
excluding the Software Products.

"Publications and Documentation" shall have the meaning set
forth in Section 15.1.

"Purchase Order(s)" shall mean a purchase order for Products
to be sold by Kentek to Buyer, and purchased by Buyer from Kentek, hereunder.

"Requested Delivery Date" shall mean the date of requested
delivery of a Product in a Purchase Order given to Kentek in accordance with
this Agreement.

"Software Product(s)" shall mean the encoded data or
instructions for use by or in connection with or incorporated into Printers or
Parts, including, without limitation, the encoded data and instructions
described in Schedule H hereto, as such Schedule may be added to, modified or
amended by Kentek from time to time at the sole discretion of Kentek upon 60
days' notice from Kentek to Buyer and including, without limitation, at the
option of Kentek, enhancements, updates, improvements, modifications,
revisions, adaptations and additions to such data and instructions, but
Software Products shall in no event include any software or firmware which has
been, or will be, designed for or which incorporates changes or enhancements
already provided or provided in the future exclusively for a particular
customer (other than to Buyer) or to any such customer's specifications and
which Kentek is prohibited by such customer from selling to its other
customers.

"Term" shall have the meaning set forth in Section 3.2.

"UCC" shall mean the Uniform Commercial Code of the State of
Colorado, as amended from time to time.

1.2 Construction.

(a) The terms "hereby", "hereof", "hereto, "herein",
"hereunder" and any similar terms as used in this Agreement refer to this
Agreement. All references herein to this Agreement, including such terms,
shall, except as expressly provided to the contrary, include the Schedules
referred to in the Table of Contents hereof and initialed by the parties
hereto.

6
7
(b) Words importing persons shall include firms, associations,
partnerships (including limited partnerships), joint ventures, trusts,
corporations, public and governmental bodies, agencies and instrumentalities
and other entities, as well as natural persons.

2. Scope.

A. Kentek hereby appoints and Buyer hereby accepts appointment as an
Original Equipment Manufacturer (OEM) Reseller of Kentek-manufactured equipment
(hereinafter referred to as the "Products*).

B. Kentek agrees to sell and Buyer agrees to purchase for the purpose
of resale, the Products listed in the Schedules incorporated into this
Agreement as well as future, standard (noncustomized) product during the term
of this agreement. Kentek reserves the right to modify Schedule A by adding
and/or deleting Products offered therein, subject to three (3) months written
notice.

C. Buyer will employ its own resources in performing marketing efforts
involving the Products and has, or will develop, the technical capability to be
familiar with the Products, and will maintain a sales organization sufficient
to solicit and actively promote the sale of the Products.

3. Sale and Purchase; Term; Territory.

3.1. Sale and Purchase of Product. Subject to the terms and conditions
contained herein, Kentek shall sell to Buyer, and Buyer shall purchase from
Kentek, Printers and Parts for use in or with Printers manufactured by Kentek,
as hereinafter provided.

3.2. Term of Agreement. The term of this Agreement shall commence upon the
date hereof and shall continue for twenty-four (24) months from such date,
unless earlier terminated, or extended by written agreement of the parties (the
"Term").

3.3. Territory. Buyer's rights to resell Printers and Parts, and sublicense
Software Products pursuant to this Agreement shall be non-exclusive and
worldwide.

4. Purchase Orders.

4.1 Kentek will offer Buyer a 50% discount for the Initial Spare Part
Order scheduled to be ordered and delivered within the first six (6) months of
the term of this Agreement. If Kentek is unable to deliver any spare parts
order(s) placed for delivery within this first six months, the 50% discount
will remain applicable to those orders until delivered.

4.2 Forecasts. In order to accomplish 60-day lead time, a 6-month rolling
forecast of printers and accessories is required. The schedule for forecast and
ordering is per the following example

7
8
Example based on a June production schedule:

December 20th: Initial forecast for June production
January 20th: Revised forecast - no restriction
February 20th: Revised forecast - no restriction
March 20th: 90-day forecast within +/- 50% of February
April 20th: Purchase order issued at +/- 10% of March forecast
order
June 20th: Production/shipment

4.3 Lead Time. Unless otherwise agreed in writing by Kentek, all Purchase
Orders shall specify a Requested Delivery Date within the Normal Lead Time. The
lead time between the date of the Order and Delivery of Product(s) will be
sixty (60) days, IF FORECASTED AND ORDERED BY THE 20TH DAY OF EACH MONTH.

4.4 Purchase Orders. All purchases of Products by Buyer shall be by
English language Purchase Orders referencing this Agreement sent to the
corporate Kentek office. Kentek shall use its Best Efforts to deliver Products
in accordance with Purchase Orders received by it; provided, however, that
Kentek shall not be obligated to deliver a quantity of any model Printer in any
month that is greater than 150% of the aggregate quantity of such model Printer
that was ordered to be delivered hereunder in the previous calendar month. In
the event Kentek discontinues any Product, Buyer has the right to place a final
Purchase Order within the sixty (60) day discontinuance notice period subject
to availability. Delivery must be no later then ninety (90) days after
expiration of the discontinuance notice unless extension is requested by
Kentek. No Purchase Order shall request delivery of any Products after the end
of the Term unless mutually agreed upon in writing by both parties. Kentek
shall have the right, without notice, to elect to fill purchase orders for
Products not conforming with the requirements set forth herein and, in such
case, such purchase orders shall be treated by all parties as Purchase Orders
pursuant to this Agreement.

4.5 Cancellation. Buyer may cancel delivery of any or all Printers and
Accessories on order and scheduled for shipment beyond sixty (60) days by
giving written notice to Kentek at least sixty (60) days prior to the Requested
Delivery Date. Products cancelled with less than sixty (60) days notice will
incur a charge of $150 for each Printer Product and $50 for EACH Accessory
Product.

Printers and/or Accessories cancelled within thirty (30) days prior to the
scheduled shipment date will incur a charge equal to 100% of the purchase price
for all canceled items.

Consumables and Spare Parts may not be cancelled within 15 days of the
Requested Delivery Date.

The parties agree that it would be impossible to determine the damages that
would be suffered by Kentek in the event of any such cancellation and that the
foregoing represents a reasonable preestimate of the damages that would result.

4.6 Rescheduling. By notice delivered to Kentek at least 30 days prior to
the originally scheduled shipment date, Buyer may reschedule a delivery of
Product requested by it to a later date within the Term, subject to the
following limitations (the date of the reschedule being deemed to be the date
notice of same is given to Kentek):

a. no delivery for printers and/or accessories may be rescheduled to
later than 30 days after the original scheduled shipment date;

8
9

b. there may be only one reschedule per delivery.

4.7 Agreement Prevails Over Purchase Orders, Etc. Buyer may use its form
of purchase order to effect orders hereunder; provided, however, that (i) all
such purchase orders must be in conformance with and refer to this Agreement
and (ii) any terms in such orders which conflict with, or supplement the terms
of this Agreement shall be deemed null and void, and this Agreement shall
govern.

5. Delivery; Licenses; Carriers.

5.1 Delivery. For purposes hereof, the date of purchase and sale of
Products hereunder shall be the date of delivery thereof. Deliveries of
Products purchased hereunder shall be made as follows:

a. Ex Works Kentek's designated production or distribution facility in
Japan for Products, except as set forth in (b) below;

b. Ex Works Kentek's designated U.S. facility for certain special order
requirements of Products, as designated in Schedules A, B, and C.

Kentek will provide proof of delivery upon request and will
provide reasonable assistance to Buyer at no charge in any claim Buyer may make
against a carrier or insurer for misdelivery, loss or damage to Products after
delivery has been made to Buyer. All risk of loss or damage shall pass upon
delivery.

5.2 Conditions to Deliveries. Kentek shall not be required to deliver any
Products if Buyer (i) has not made any undisputed payments due to Kentek, (ii)
shall be otherwise in continuing material breach of any other material
obligation, or (iii) shall fail to provide adequate assurances of due payment
requested by Kentek in accordance with Section 2-609 of the UCC.

5.3 Import and Export Licenses. Buyer will be responsible for any
licenses, permits or approvals of the country of import. Buyer will also be
responsible for obtaining any and all such export licenses, permits or
approvals for exports to any other location. The parties shall give all
reasonably required assistance to each other in obtaining all the licenses,
permits and approvals mentioned above. Kentek may request that Buyer provide
delivery verification certificates for each drop ship delivery.

5.4 Carrier Selection. Upon execution of this Agreement, Buyer shall
notify Kentek of Buyer's designation of the carrier or agent to whom Products
delivered hereunder are to be delivered. If Buyer desires to change its
designation of such carrier or agent, Buyer shall, not less than 10 days prior
to the Requested Delivery Date for the delivery to be affected by the change,
notify Kentek of the new carrier or agent.

6. Acceptance.

6.1 Products Not Rejected Deemed Accepted. If Buyer does not give Kentek
the notice set forth in Section 6.2 within the Acceptance Period, each delivery
of Products shall be deemed to have been accepted by Buyer, subject to its
remedies under Section 18.

6.2 Buyer's Rights Upon Receipt of a Non-Conforming Delivery. If any
delivery of Products or Products delivered by Kentek (i) are non-conforming
with this Agreement or (ii) are non-conforming with the Products requested in
the applicable Purchase Order, (except for deliveries that are non-conforming

9
10
reason of (x) under 60 days lateness, or (y) greater lateness if accepted by
Buyer's agent or carrier) Buyer shall have the right to accept such delivery in
whole or, by written notice to Kentek within the Acceptance Period giving full
particulars of the non-conformity, reject such portion of such delivery as is
non-conforming upon notice to Kentek.

6.3 Right to Cure. If Buyer rejects any non-conforming Products as
provided in Section 6.2, at its option, Kentek shall have the right to (i)
request the return of such Products, or (ii) to correct the nonconformity
within a reasonable period on a Best Efforts basis of not more than thirty (30)
days. If Kentek elects to cure the non-conformity but fails to do so within
such period, Buyer shall have the right to reject the portion of the delivery
that is still non-conforming in whole or part.

6.4 Burden of Indicating Products Non-Conforming; Payment Not Waiver.
Buyer shall have the burden of indicating how any delivery made or Products
delivered are non-conforming. Buyer's payment for any Products or agreement to
pay any other charges shall not by itself be deemed a waiver of Buyer's rights
hereunder.

7. Payment. Kentek may issue invoices for Products sold no earlier than
the shipment of Products. Subject to Kentek's right to receive adequate
assurances pursuant to Section 2-609 of the UCC, payments for Products ordered
shall be made within 30 days of invoice. An interest charge equal to 1.5% per
month will be due on all undisputed invoices past due or the maximum amount
permitted by law - whichever is less.

8. Prices; Modification of Prices. The prices applicable to Printers,
Accessories, Consumables and Spare Parts ordered hereunder shall be
established as set forth on Schedules A, B, and C except for increases or
decreases from time to time due to currency fluctuations in accordance with
Schedule F. The prices applicable to Parts ordered shall be as set forth on
Schedule C; provided, however, that Kentek shall have the right to change the
price of any and all Parts one time during any 12-month period. The prices set
forth in Schedule C are per part number and per shipment.

9. Taxes and Duties. Prices are exclusive of certain taxes, duties,
brokerage or like charges imposed on Products after their delivery to Buyer and
will be paid by Buyer. In lieu of Buyer paying the above taxes and/or charges,
Buyer may furnish Kentek with a tax exemption certificate acceptable to the
taxing authority.

10. Product Approvals; Certifications. Kentek warrants that all complete
Printers delivered to Buyer under this Agreement, without any Buyer Unique
Items, will comply with applicable U.L., CSA and VDE standards and will comply
with the applicable FCC rules for the type of product involved, including type
acceptance or certification where required. Kentek will obtain and maintain at
its own expense all applicable listings, certifications and approvals with
respect to the above-noted standards in Kentek's name. Kentek will provide
information and assistance to Buyer with respect to (i) listings,
certifications and approvals that are required to be in Buyer's name and (ii)
compliance of the Printers with any such standards after modification or
additions made by Buyer or made by Kentek with Buyer Unique Items.

11. Product Changes.

11.1 Engineering Changes. Kentek shall, subject to Buyer's right to be
advised, have the right to make engineering changes and to order and use in the
Product(s) parts and materials of Kentek's

10
11
choosing. Kentek shall notify Buyer in writing of any major changes. A "major
change" is defined, for purposes of this Article, as one which affects the
Product's form, fit and function. Non-incorporation of a change shall be at
Buyer's sole risk and responsibility. In such event, Kentek shall, at its sole
option, continue to make available and deliver, in accordance with this
Agreement, the unchanged equipment. If Kentek incurs additional costs as a
result of Buyer's non-acceptance of said change, a premium price to provide
unchanged Product shall be assessed. Change notices will be in Kentek's
standard form and such notices will be directed to the Buyer's Vice President
of Engineering & Manufacturing.

11.2 Mandatory Changes. In the event mandatory engineering and safety
changes to the Product(s) are required, Kentek shall issue to Buyer a Mandatory
Field Change Order including all necessary documentation and implementation
instructions.

Kentek shall ship to Buyer, free of charge, freight prepaid, upgrade kits to
incorporate all mandatory changes and retrofit all Product(s) delivered to
Buyer's customers prior to the changes. Such upgrade kits may include hardware
and/or software. Buyer shall, at Buyer's expense, perform all labor to
implement the Mandatory Field Change Order, except in cases where a Mandatory
Field Change Order is required to make the Product(s) safe in compliance with
regulatory agency standards. Kentek shall reimburse Buyer for Buyer's travel
and labor cost for implementing such Mandatory Field Change Order in that
instance only. Kentek may, at its option, elect to execute such Mandatory
Changes at its own expense.

11.3 Enhancements. If, during the term of this Agreement, Kentek offers any
improvement, option, additional functionality or other enhancements to any
Product not available at the time this Agreement is signed (an "Enhancement"),
provided that such Enhancement is not exclusive to another customer, Kentek
will offer such Enhancement to Buyer at prices that do not exceed those charged
to any other customer of Kentek purchasing the same or lesser quantities of
such Enhancement on similar terms and conditions as those contained herein.

12. Patent, Copyrights, Trademarks, and Trade Secrets Indemnity. Except as
provided below, Kentek, at its own expense, agrees to defend (without prejudice
to its sole option to settle) and hold Buyer harmless against any suit or
proceeding brought against Buyer alleging that any Product, or any Software
Product or any part thereof sold or licensed hereunder infringes any United
States patent, trademark, copyright or trade secret or other proprietary right
owned by others (an "Infringement Action"), provided Kentek is promptly
notified in writing, given all reasonable assistance it requires, (at Kentek's
expense) and permitted to direct the defense and/or settlement of such
Infringement Action. Further, Kentek will pay in full any final non-appealable
judgment rendered in such Infringement Action by a court, or shall pay any
agreed upon settlement with respect to such Infringement Action, but shall not
be responsible for costs or settlements incurred without its consent. If
Buyer's use or sale of any such Product of Software Products is enjoined, or in
the event that Kentek desires to minimize its liabilities hereunder, Kentek
will, at its sole option and expense, (i) substitute other equally suitable
Product, or Software Product (ii) modify the Product or Software Product so
that it is no longer alleged to infringe, but delivers substantially equivalent
or better performance, (iii) obtain for Buyer the right to continue its use or
sale and (iv) if no other reasonably commercial option is available, grant to
Buyer credit for the Product or Software Product as depreciated and accept its
return. The depreciation shall be an equal amount per year over the lifetime of
the Product or Software Product for three years. The foregoing states the
entire liability of Kentek for Patent, copyright, trademark, trade secret or
other infringement. No indemnity shall apply to patent, copyright, trademark,
trade secret or other infringement liability to the extent directly arising
from any Product or Software Product made or modified to Buyer's specifications
or design, or with components or subassemblies supplied by Buyer, or a supplier
designated by Buyer, including (without limitation) copyright, patent
infringement or other claims related to images produced in accordance with
Buyer's specifications or based on Buyer's

11
12
modification of Product or Software Product or programming. The foregoing
indemnity shall not apply and Buyer agrees to indemnify Kentek in a manner
fully equivalent to the foregoing indemnity with respect to any claim made, or
any suit or proceeding brought against Kentek, in which and to the extent that
the alleged infringement arises from the combination of any Product or Software
Product with any equipment, subassemblies or components not supplied by Kentek
or its operation or use with apparatus, data or programs not furnished by
Kentek, except for the operating system of the host computer or if the alleged
infringement arises from any modification of any Product or Software Product or
from the printing of an image produced or modified, in accordance with the
specifications of Buyer or any Customer.

13. Parts and Repairs.

13.1 Parts Support Program. The terms of Kentek's parts support program are
set forth in Schedule I hereto.

13.2 Out of Warranty Exchange. In addition to Kentek's obligations under
Section 18, Kentek shall offer the Out of Warranty Exchange Program set forth
in Schedule 1.

13.3 End-of-Life Parts Purchasing. Buyer may purchase spare parts from
Kentek to provide service to its customers. In the event Buyer/Kentek
terminate this Agreement or any Product under this Agreement is discontinued by
Kentek, Kentek agrees to allow Buyer to purchase Parts and Consumables at the
then current prices for a period of up to five (5) years for the purpose of
supporting Buyer's installed base.

14. Buyer Responsibilities.

In addition to all other rights and obligations created by this
Agreement, Buyer shall:

(a) use its best efforts to sell the Products;

(b) maintain its own facilities suitable for demonstrating the
Printers; and

(c) maintain an inventory of Parts necessary to meet greater than
90% of (i) its expected needs for normal maintenance and (ii)
the orders of its Customers, in either case within 48 hours.

15. Publications; Documentation.

15.1 Publications. Subject to Section 15.2, Kentek shall furnish (or
already has furnished) to Buyer two English language copies of each of the
publications or documentation relating to the Printers listed on Schedule G
(collectively, the "Publications").

15.2 License to Publications and Documentation. Kentek hereby grants to
Buyer, during the Term, a non-exclusive, non-transferable royalty-free license,
that may not be sublicensed, to use and prepare derivative works based upon the
Publications for the purpose of including all, or portions of the same in
documentation to be provided to Customers in connection with the sale, use,
leasing, installation, assembly, repair and maintenance of Printers sold
hereunder only. Such license and rights shall include all additions,
modifications and improvements thereto which may, at Kentek's sole discretion,
be

12
13
effected from time to time. Buyer shall have the right to provide the
Publications or Documentation to its Customers for the purpose of resale.

16. License of Software Products.

16.1 Grant. Kentek hereby grants to Buyer a non-exclusive,
non-transferable, royalty-free license to use, to sublicense to End Users to
use, and to sublicense to its authorized distributors to use and sublicense to
End Users, to use each of the Software Products in connection with Products.

16.2 Proprietary Rights. The Software Products contain proprietary or trade
secret information which is either owned or licensed by Kentek and/or Buyer.
The Software Products may also be subject to patent, copyright, and trademark
protection. Both parties agree not to remove any copyright, other proprietary
rights or related notices from any Software Products and agree to include all
such notices existing on any Software Product on any copies. Neither party has
ownership rights in any of the other party's Software Products. Some portions
of the techniques, algorithms or processes contained in the Software Products,
or any modification thereof, constitute trade secrets and other proprietary
information owned or licensed by Kentek and/or Buyer.

16.3 Sublicense. The Software Products may be sublicensed only to a party
who agrees to accept the terms and conditions of this Section 16. NEITHER PARTY
WILL DISCLOSE, TRANSFER, LEASE, COPY, SUBLEASE OR OTHERWISE MAKE AVAILABLE ANY
SOFTWARE PRODUCTS OR ANY PROPRIETARY INFORMATION DESCRIBED ABOVE TO ANY THIRD
PARTY, EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT. Any attempt to
sublicense, or otherwise transfer any such information, any Software Products
or any rights, duties or obligations hereunder, except as expressly provided in
this Agreement, is void.

16.4 Reverse Engineering. Neither party may reverse engineer, decompile,
create derivative works based upon or modify any Software Products.

16.5 General Copying Restrictions. Neither party shall make copies of any
royalty-bearing Software Products, except one copy for backup purposes in
support of a single Printer. In the event of unauthorized copying of the
Software Products by Buyer or any transferee of Buyer, Kentek may seek such
remedies as the law provides, i.e.; public flogging and any other punishment
that it deems appropriate in the circumstances.

16.6 Termination of License. If any of the terms or conditions of this
Section 16 are broken by Buyer or Kentek, its successors or any sublicensees of
any Software Products, the license granted to any breaching party (but not the
obligations and limitation of rights of Buyer or Kentek, such successors and
sublicensees) will terminate. Upon any such termination, Buyer and any
successor or sublicensee breaking this software license agreement must cease
all use of the Software Products and must destroy all copies of the Software
Products and/or return them to Kentek or Buyer. Either party shall have the
right to cure any such default within thirty (30) days.

16.7 Warranty Disclaimer. The Software Products are distributed and
licensed "as is". ALL WARRANTIES, EITHER EXPRESSED OR IMPLIED, AS TO QUALITY,
PERFORMANCE, OR FITNESS FOR ANY PARTICULAR PURPOSE ARE DISCLAIMED AS TO
SOFTWARE PRODUCTS. IN NO EVENT WILL KENTEK OR ITS LICENSORS BE LIABLE FOR ANY
LOST PROFITS OR SAVINGS OR OTHER DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL
DAMAGES RESULTING FROM USE OF THE SOFTWARE PRODUCTS, EVEN IF SUCH PARTY HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13
14
17. Training. Kentek agrees to provide the training described in Schedule
J. Training classes may be video taped for future use by Buyer with respect to
the Products sold hereunder only.

18. Product Warranties; Limitation of Liability; Disclaimer; Product
Liability, Etc.

18.1 Product Warranties. Kentek warrants that each Product sold under this
Agreement shall be free from defects in material and workmanship under normal
use and service, and that such Products will meet the specifications set forth
on Schedule D (as the same may be added to, modified, or amended from time to
time).

Warranties shall apply for the time periods designated below:

Xxxxx X00, X00X, X00, X00X and K40D engines and related models for two
(2) years from date of shipment.

Accessories and Spare Parts for one hundred eighty (180) days from
date of shipment.

Consumables for average rated yield.

All warranties are on Products used within specified duty cycle and
Product Specifications.

Normal use and service does not include any abuse, misuse, transportation
damage, alteration or depletion after delivery hereunder. If the defect can be
isolated to any particular Parts, the warranties set forth herein cover such
Parts only (whether installed in a Printer or not), and in no event shall
Kentek be liable for labor or installation of such Parts. In the event of a
warranty claim under this Section 18, at Kentek's election, Buyer shall dispose
of or ship the defective Parts, or if the defect cannot be isolated to any
particular Parts, the defective Printer, in each case uninsured (at Kentek's
risk) but properly packaged, with freight collect, to such facility as Kentek
shall indicate to Buyer from time to time. At its option, Kentek shall repair
or replace the defective Parts or Printer, as the case may be, and shall ship
it, with freight and insurance collect, back to Buyer within 30 days of
Kentek's receipt of the same. The procedure for claims under this Warranty is
set forth in Schedule J under "Defective Material Return Procedure and Product
Warranties."

18.2 Warranties Do Not Apply To Buyer Components, Modifications, Etc. The
warranties set forth in Section 18.1 do not extend to components or
subassemblies supplied by Buyer or suppliers designated by Buyer or to
modifications of any Product which have been made by or at the request of Buyer
or any Customer, or to units of Products which fail or are damaged after
delivery hereunder due to improper shipment, handling, storage, operation, use
or maintenance in a manner or environment or with parts, accessories, supplies
or consumables not conforming to published instructions or specifications of
Kentek at the time of delivery of such Product, or due to service or
maintenance by persons not qualified to perform the same. Use of any consumable
not specifically supplied by or approved in writing by Kentek shall constitute
a modification of Product and shall specifically void any and all warranties
for both printer and consumable supply products. Kentek shall have no liability
or responsibility with respect to any warranties provided by Buyer or any third
person.

18.3 Disclaimer; Limitation of Liability. THE WARRANTIES SET FORTH IN
SECTION 18.1 AND THE OBLIGATIONS AND LIABILITIES SET FORTH IN SECTION 18.1 AND
IN SECTIONS 10 AND 12 ARE IN LIEU OF ALL OTHER WARRANTIES RELATING TO ANY
PRODUCTS SOLD OR SOFTWARE PRODUCTS OR MANUALS, PUBLICATIONS, OR DOCUMENTATION
LICENSED BY KENTEK TO BUYER, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION,
ANY WARRANTY OF MERCHANTABILITY, FITNESS

14
15
FOR ANY PARTICULAR PURPOSE OR NON-INFRINGEMENT OF PROPRIETARY RIGHTS OF OTHERS.
ALL OTHER CONDITIONS, TERMS, WARRANTIES OR OTHER STATEMENTS CONCERNING
WARRANTIES OR THE LIKE WITH RESPECT TO PRODUCTS, SOFTWARE PRODUCTS AND MANUALS
AND DOCUMENTATION AND THEIR USE, AND ALL OTHER REMEDIES WITH RESPECT THERETO,
WHETHER EXPRESS OR IMPLIED BY STATUTE OR COMMON LAW OR OTHERWISE HOWSOEVER, ARE
HEREBY EXPRESSLY DISCLAIMED.

Without limiting the foregoing, Buyer's exclusive remedy and Kentek's
entire obligation and liability in contract, tort or otherwise for any breach
of warranty of any Products, Software Products or Manuals and Documentation, or
the failure of any Products or Software Products to meet the specifications set
forth in Schedule D, is the repair or exchange of any defective Products
covered by the foregoing warranties in the manner and within the time frames
set forth.

18.4 Product Liability; Insurance Kentek agrees to indemnify (without
prejudice to its sole option to settle) and defend Buyer from and against all
liability demands, claims loss, cost damage and expense for property damage,
death and personal injury arising out of or relating to the Products sold to
Buyer and performance of this order; provided, however, Buyer shall be liable
to the extent of its own negligence. At Buyer's request, Kentek will furnish
certificates of insurance evidencing liability insurance which includes but is
not limited to worker's compensation, general liability, property damage
liability, and product liability. Kentek agrees to defend or settle, at its
sole expense, all suits or proceedings arising out of any suits or threats of
suit provided Buyer gives Kentek prompt written notice of all suits or threats
of suit and other such claims. Buyer may be afforded the opportunity to join
and fully participate in, at its own expense, the defense of such proceedings.

19. Product Reliability. If any Product does not function at the mean time
between failure rate (MTBF) set forth in Schedule D, both parties agree to
review their respective failure rate data for such Product and to discuss what
course of action, if any, would be appropriate to remedy such failure.

20. Delays and Inability to Perform. Except as otherwise provided in this
Agreement, neither Kentek nor Buyer shall in any event be liable for any delays
in performance caused by: an act of God; war; riot; fire; explosion; accident;
earthquake; flood; sabotage; inability to obtain or shortage of fuel, power,
supplies, components, subassemblies or material (for reasons other than such
party's negligence or fault or failure to timely order in accordance with
normal business practices); inability to obtain transportation; failures of
non-Affiliate subcontractors, governmental laws, regulations or orders. Agreed
upon delivery schedules and the term of this Agreement shall be considered
extended by a period of time equal to the time lost because of any delay
excusable under this Section 20, except that both parties shall use due
diligence to minimize such delays. If either party is subject to delays
excusable under this Section 20, it shall give prompt written notice thereof to
the other party including its best estimate of the expected duration of such
delay.

21. Confidentiality.

21.1 Confidential Information. All disclosures of Information shall be
deemed to be nonconfidential unless specifically designated by the discloser at
the time of disclosure as confidential. All disclosures of Confidential
Information by one party hereto to the other pursuant to this Agreement shall
be made by or under the supervision of the respective Technical Coordinators of
Kentek and Buyer, as each such party may from time to time designate, or such
Technical Coordinators' respective designees. When such disclosure is orally
and/or visually made, then it shall be confirmed in a written resume within 20
days following such disclosure. The initial Technical Coordinators for the
Parties are:

15
16
For Kentek: Vice President, Engineering

For Buyer: Vice President, Engineering and Manufacturing

For purposes of this Section 21, all confidential Information
designated as such as provided above is hereinafter referred to as
"Confidential Information," the party hereto that discloses the Confidential
Information to the other party hereto as provided in this Section 21 is
hereinafter referred to as the "Discloser" and the party hereto that receives
such Confidential Information from the Discloser is hereinafter referred to as
the "Recipient." Each of the parties hereto agrees to xxxx all Confidential
Information which is in tangible form with appropriate secret or confidential
legend.

21.2 Non-Disclosure of Confidential Information. Subject to the provisions
of Sections 21.3 and 21.4, each of the parties hereto agrees to hold the
other's Confidential Information in confidence for the other and not to use any
such Confidential Information other than for the purposes of this Agreement.
Each agrees not to disclose the other's Confidential Information, by
publication or otherwise, to any person other than those persons whose services
it requires who have a need to know such Confidential Information for purposes
of carrying out the purpose of this Agreement and who agree in writing to be
bound by, and comply with, the provisions of this paragraph or are otherwise
under an obligation of confidentiality.

After termination or expiration of this Agreement, and upon
demand, Buyer and Kentek each agrees to return to the other all models and
written or descriptive matter, including but not limited to drawings,
blueprints, descriptions, and other papers, documents, tapes or any other media
which contain Confidential Information of the other party. In the event of a
loss of any item containing any Confidential Information, each party shall
promptly notify the other party of such fact in writing and assist in the
investigation thereof.

A Recipient shall protect disclosed Confidential Information
by using the same degree of care, but no less than a reasonable degree of care,
to prevent the unauthorized use, dissemination or publication of such
Confidential Information as the recipient uses to protect its own Confidential
Information of a like nature. Each party hereunder agrees to indemnify the
other for any loss resulting from a breach of its duty to maintain
confidentiality.

21.3 Permitted Disclosure. Disclosure of Confidential Information shall not
be precluded if such disclosure is:

(i) in response to a valid order of a court or other governmental
body of the United States or any political subdivision thereof
or any other relevant jurisdiction; provided however, that the
party from whom disclosure is sought shall, if permitted,
first have given notice to the other and made a reasonable
effort to obtain a protective order requiring that the
Information and/or documents so disclosed are used only for
the purpose for which the order was issued;

(ii) otherwise required by law, statute, ordinance, rule,
regulation; or

(iii) necessary to establish rights under this Agreement during a
court proceeding or to its attorneys.

21.4 Loss of Confidentiality. Notwithstanding any other provisions of this
Agreement, the obligations specified in Section 21.2 will not apply to any
Confidential Information that:

16
17
(i) the Recipient can demonstrate is already in the possession of
the Recipient without an obligation of confidence;

(ii) is independently developed by the Recipient without resort to
the Discloser's Information;

(iii) is rightfully received by the Recipient from a third party;

(iv) is released for disclosure by the Discloser or with its
written consent;

(v) is or becomes a matter of general public knowledge or the
knowledge of a substantial part of the industry, through no
fault of the Recipient; or

(vi) is disclosed by the Discloser to a third party without a duty
of confidentiality on the third party.

21.5 Right to Equitable Relief. Kentek and Buyer each agrees that a breach
of its obligations under this Section 21 would cause irreparable harm to the
other, and that the other shall be entitled, in addition to all other remedies
available to it, equitable relief in a court of equity by injunction or
otherwise, without the necessity of proving actual damages for any breach by
the other party of this Section 21 or of any undertaking herein contained.

21.6 Survival. This Section 21 shall survive the Agreement for a period of
two(2) years after expiration or termination of Agreement.

22. Public Announcements. Kentek and Buyer each agrees not to make any
public announcements regarding this Agreement without the prior written consent
of the other.

23. Notices. Any notice or other communication required or permitted to be
given hereunder shall be given in writing and shall be deemed to have been duly
given and delivered (i) on the date delivered if delivered by hand or overnight
courier, (ii) the earlier of the date of actual receipt or seven (7) days after
being sent by certified or registered mail (or registered airmail or the
equivalent thereof when given to or from persons outside the United States), or
(iii) on the date sent by telegraph, cable or facsimile, in each case to
addresses set forth below or such other address as a party may designate by
notice to the other parties given in accordance with this Section:

a. Routine administrative notices, including, without limitation,
invoices and shipping instructions,

(i) if intended for Kentek, to:

Kentek Information Systems, Inc.
0000 Xxxxxxxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Sales Order Administrator
Fax No. (000) 000-0000

17
18
(ii) if intended for Buyer to:

Xxxxx Xxxxxxx
Mannesmann Tally Corporation
X.X. Xxx 00000
0000 Xxxxx 000xx Xxxxxx
Xxxx, XX 00000
Fax No. (000) 000-0000

b. Notices other than routine administrative notices, including, without
limitation, notices setting forth substantive legal claims or
purporting to waive or assert substantive legal rights or remedies or
ascribing liability to a party in connection therewith, shall be
addressed to the respective parties in accordance with 23. (a), above,
with copies to:

in the case of Kentek:

Kentek Information Systems, Inc.
0000 Xxxxxxxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: President and CEO
Tel No. (000) 000-0000
Fax No. (000) 000-0000

Xxxxxx Godward
0000 Xxxxxx Xxxxxxxxx
Xxxxxxx, Xxxxxxxx 00000-0000
Attention: Xxxxx C. T. Linfield
Tel No. (000) 000-0000
Fax No. (000) 000-0000

if intended for Buyer and/or the Affiliate:

Mannesmann Tally Corporation
0000 Xxxxx 000xx Xxxxxx
X.X. Xxx 00000
Xxxx, XX 98032
Attention: Vice President, Materiel Finance & Administration
Tel No. (000) 000-0000
Fax No. (000) 000-0000

24. Termination and Expiration of Agreement.

24.1 Insolvency, Bankruptcy, Etc.. This Agreement shall, at the option of
each party hereto, terminate, subject to the provisions of Section 24.3 (i) if
any petition or proceeding, voluntary or involuntary, for any relief under any
bankruptcy, insolvency, reorganization, dissolution, winding-up, receivership,
liquidation or similar law or statute, now or hereinafter in effect, is filed
or commenced by the other party, (ii) if any such petition or proceeding is
filed or commenced against the other party and is not dismissed within 60 days,
(iii) if any trustee, custodian, receiver or similar officer is appointed for
the other party or any substantial part of its property and is not discharged
within 30 days, (iv) if

18
19
the other party shall be dissolved or shall cease to conduct its business
(unless it shall have prior thereto or simultaneously therewith disposed of all
or substantially all its assets), (v) if the other party shall become insolvent
(however defined or evidenced) or (vi) if the assets of the other party shall
be seized or attached and such attachment shall not have been released in 30
days.

24.2 Breach of this Agreement, Etc. In the event of a substantial default
or a breach of any material term, condition or obligation hereunder, unless the
defaulting or breaching party shall fully remedy the default or breach within
30 days after written notice from the other party specifying such default or
breach (or, if such default or breach cannot be fully remedied within 30 days,
the defaulting or breaching party shall have commenced all actions required for
such full remedy within such 30 day period and shall fully remedy the default
or breach within such period of time as agreed to by the nondefaulting or
non-breaching party), this Agreement shall, at the option of the non-defaulting
or non-breaching party, exercised by notice to the other party, terminate.
Except as otherwise provided herein, upon termination of this Agreement in the
event of such substantial default or material breach, all rights and privileges
granted under this Agreement to the defaulting or breaching party shall
immediately terminate.

24.3 Rights of the Parties In the Event of Termination. Notwithstanding
anything contained herein to the contrary, the following rights and obligations
shall survive the expiration or termination of this Agreement for any reason
whatsoever, regardless of the party at fault:

a. Kentek's rights and obligations under Sections 4.5, 4.6, 4.7, 6, 7,
12, 13, 16, 18, 21, 23, 24, 26, 27, 28, 30, 31, and 32; provided, in each case,
that Kentek receives any payment provided for herein, upon Kentek's performance
of its rights and obligations under such section;

b. Buyer's rights and obligations to pay for Products already delivered
by Kentek and for Products ordered under outstanding Purchase Orders (subject
to Section 4.4); and

C. Buyer's rights and obligations under Sections 4.3, 4.4, 4.5, 4.6, 4.7,
5, 6.2, 7, 9, 12, 13.3,15, 16, 18, 21, 23, 24, 26, 27, 28, 30, 31 and 32.

25. Point of Sale Reporting. Buyer shall provide to Kentek a monthly
reporting of the sale of Printers, Accessories, and Consumables into each
territory to assist Kentek in providing commissioned sales representatives
compensation for efforts to assist Buyer.

26. Nameplates and Trademarks.

26.1 Buyer's Trademarks. Buyer may affix to units of Products Buyer's
supplied nameplates including the trademarks or logo of Buyer. Buyer shall
indemnify and hold harmless Kentek against all claims, judgments, losses,
damages, liabilities, costs and expenses (including reasonable legal fees) that
Kentek may sustain or incur or be subjected to by reason of Kentek's or Buyer's
affixation of such name plates, including, without limitation, any claim of
infringement of the rights of any third person.

26.2 Kentek Proprietary Rights Legend and Trademarks. Kentek shall have the
right to affix to units of Product (to the extent not rendered ineffective)
inconspicuous nameplates or other designations, and take such other measures to
label or identify Products that are in the opinion of Kentek necessary to
protect any patent, copyright or trade secret right retained by Kentek or its
suppliers, or to meet any requirement of law imposed on Kentek. In addition,
Kentek shall have the right to and require Buyer to affix a label showing
Kentek's and any licensor's names and trademarks to all diskettes containing
any Software Products. Buyer shall not alter, remove or render illegible any
such notices. Buyer shall

19
20
not have or acquire any right, title or interest in the trademark "Kentek" or
any other "K-" designated non-impact printer or Kentek product, or in any other
trademark, service xxxx or trade name that is now hereafter owned by or
licensed to Kentek, either used alone or in conjunction with other words or
names, or in the goodwill thereof, and shall not use any such xxxx or name
without the express written consent of Kentek. If Buyer should, in spite of
this provision, acquire any such rights, title or interest by operation of law
or otherwise, Buyer will, upon request by Kentek, reconvey the same to Kentek.

27. Compliance with Laws. Both parties shall comply, and do all things
necessary to comply, with all applicable federal, state, and local laws,
regulations and ordinances, including, but not limited to, the regulations of
the United States Department of Commerce relating to the export of products or
technical data, insofar as they relate to the activities to be performed under
this Agreement. Buyer agrees to obtain the required government documents and
approvals prior to export of any Products delivered to it or technical data
disclosed to it or the direct product related thereto. Buyer shall hold Kentek
harmless from any actions arising from its failure to comply with the
provisions of this Section 27.

28. Document Precedence. In the event of a conflict between the documents
incorporated herein, the terms of Sections 1 through 32 shall have precedence
over those of the Schedules.

29. Authority. Each of the parties hereto represents to the other that it
has due and proper authority to enter into, execute and perform all duties and
obligations set forth and envisioned by this Agreement. Each party indemnifies
and holds the other harmless for breach of the warranties and representations
contained in this Section 29.

30. Limitation of Liability and Actions. In no event shall either party be
liable to the other for any tort, consequential, incidental, punitive or
special damages, except to the extent expressly provided in this Agreement,
even if such party shall have been advised of the possibility of such potential
loss or damage or if such loss or damages arise out of the termination of this
Agreement. No action arising out of this Agreement, regardless of form, may be
brought more than two years after the cause of action has arisen.

31. Severability. If any provision of this Agreement, or the application
hereof to any person or circumstance, for any reason or to any extent, shall be
found by any court of competent jurisdiction to be illegal, invalid or
unenforceable, the remainder of this Agreement and the application of that
provision to other persons or circumstances shall not be affected, but rather
shall be enforced to the extent permitted by law so long as it still expresses
the intent of the parties. If the intent of the parties cannot hereby be
preserved, the parties agree to enter into a legal, valid and enforceable
substitute agreement which will achieve the objectives of this Agreement as it
is written, or renegotiate the affected portions of this Agreement to the same
end.

32. Miscellaneous. This Agreement, including the Schedules listed on the
table of contents and the Purchase Orders issued and accepted hereunder set
forth the entire understanding of the parties with respect to the Products and
the purchase and sale thereof and merges all prior written and oral
communications. Except as set forth herein, this Agreement can be modified or
amended only in a writing signed by a duly authorized representative of Kentek
and Buyer. Section headings are provided for the convenience of reference only
and shall not be construed otherwise.

20
21
No failure to exercise, or, delay in exercising, on the part
of either party, any right, power or privilege hereunder shall operate as a
waiver thereof, or will any single or partial exercise of any right, power or
privilege hereunder preclude the further exercise of the same right or the
exercise of any other right hereunder.

Nothing expressed or implied in this Agreement is intended or
shall be construed to confer upon or give to any person other than the parties
hereto, and their respective permitted successors and permitted assigns, any
rights or remedies under or by reason of this Agreement. This Agreement is not
assignable in whole or in part by either party without the prior written
consent of the other, except that either party may, without such consent,
assign this Agreement and its rights and obligations hereunder to any successor
to its business or to the ownership of all or substantially all of its stock or
assets that assumes such parties' obligations hereunder. Each party hereto is
and at all times shall be independent and nothing contained in this Agreement
shall be construed as constituting either party, a partner, co-venturer,
employee or agent of the other.

This Agreement may be executed in counterparts, each of which
shall be deemed an original but all of which shall constitute but one
Agreement.

This Agreement shall be governed by and construed in
accordance with the laws of the State of Colorado. Any action or proceeding
brought to enforce obligations contained in this Agreement may be brought in
any of the Federal or State courts in Colorado, and Buyer and Kentek consent
and agree to submit to the jurisdiction of any of such courts.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the dates mentioned below.

KENTEK INFORMATION MANNESMANN TALLY CORPORATION
SYSTEMS, INC.

By By
------------------------- -------------------------

Title Title
---------------------- -----------------------

Date Date
----------------------- ------------------------

21
22
SCHEDULE A-1
K30/K30D 300 dpi
PRINTER PRICES

OEM JAPAN OEM BOULDER
--------- -----------

K30, XS, 30ppm, 300 dpi with Controller
(68020 EIGS with co-processor)
4 MB Program RAM, Standard I/O
Two (2) 3 1/2" FDD, including Standard Operating
and Emulation Software $[ ] [ ]
XS with 8Mb MIGS Controller $[ ] $ [ ]
XS with 16Mb MIGS Controller $[ ] $ [ ]

K30, XS, 30ppm, 300 dpi with Controller
(68020 EIGS with co-processor)
4 MB Program RAM, Standard I/0, One (1)
3 1/2" FDD, One (1) installed Hard Disk Drive,
and Standard Operating and Emulation Software $[ ] $ [ ]
XS with 8Mb MIGS Controller $[ ] $ [ ]
XS with 16Mb MIGS Controller $[ ] $ [ ]

K30D, XS, 30spm, Duplex, 300 dpi with
Controller (68020 EIGS with co-processor)
4 MB Program RAM, Standard I/0
Two (2) 3 1/2" FDD, including Standard Operating
and Emulation Software $[ ] $ [ ]
XS with 8Mb MIGS Controller $[ ] $ [ ]
XS with 16Mb MIGS Controller $[ ] $ [ ]

K30D, XS, 30spm, Duplex, 300 dpi with Controller
(68020 EIGS with co-processor), 4 MB Program
RAM, Standard I/0, One (1) 3 1/2" FDD, One (1)
installed Hard Disk Drive, and Standard Operating
and Emulation Software $[ ] $ [ ]
XS with 8Mb MIGS Controller $[ ] $ [ ]
XS with 16Mb MIGS Controller $[ ] $ [ ]

NOTES:

1.) Prices are based on a Y/$ rate of yen between [ ]-[ ]. Outside this
range, Kentek will adjust accordingly.
2.) All prices are ExWorks Kentek's designated facility and apply to
orders placed within normal lead time only; expedited orders will be
subject to then current surcharges.
3.) Prices do not include DRAM surcharges, if applicable.
4.) All XS Printers must be ordered with a Supplies Starter Kit. See
Schedule B.

SCHEDULE A-2
K31/K31D and K40D 300 dpi
PRINTER PRICES

OEM JAPAN OEM BOULDER
--------- -----------

K31XS, XS, 30ppm, 300 dpi with Controller
(8Mb RIGS I+) Standard I/0, Standard Color
No Logo, 4x2OLCD op panel, One (1) 3 1/2" FDD,
One (1) installed Hard Disk Drive, Direct Attach FlexIO
Card, Standard Operating and Emulation Software $ [ ] $ [ ]

XS with 16Mb RIGS II Controller $ [ ] $ [ ]

K31DXS, XS, 30spm, Duplex, 300 dpi with Controller
(12Mb RIGS I+), Standard I/0, Standard Color,
No Logo, 4x20 LCD op panel, One (1) 3 1/2" FDD,
One (1) installed Hard Disk Drive, Direct Attach FlexIO
Card, Standard Operating and Emulation Software $ [ ] $ [ ]

XS with 16Mb RIGS II Controller $ [ ] $ [ ]

K40DXS, XS, 40spm, Duplex, 300 dpi with Controller
(12Mb RIGS I+) Direct Attach Flex I/0,
One installed Hard Disk Drive, One 3 1/2" FDD, 4x20
LCD op panel, Standard Color, No Logo, Standard
Operating and Emulation Software $ [ ] $[ ]

XS with 16Mb RIGS II Controller $[ ] $[ ]

NOTES:
1.) Prices are subject to a Y/$ rate of yen between [ ]-[ ]. Outside
this range, Kentek will adjust accordingly.
2.) All prices are ExWorks Kentek's designated facility and apply to
orders placed within normal lead time only; expedited orders will be
subject to then current surcharges.
3.) Prices do not include DRAM surcharges, if applicable.
4.) All XS printer configurations must be ordered with a Supplies Starter
Kit. See Schedule B.

SCHEDULE A-3
K30 and K30D 300 dpi
AVAILABLE EX WORKS BOULDER ONLY
SPECIAL CONFIGURATION PRINTER PRICES

K30, 30ppm, 300 dpi with Dataproducts
Interface Configuration 4 MB Program RAM,
Standard I/0 (800/550), Two (2) 3 1/2" FDD

with EIGS Controller $ [ ]
with 8Mb MIGS Controller $ [ ]
with 16Mb MIGS Controller $ [ ]

K30D, 30spm, Duplex, 300 dpi with Dataproducts
Interface Configuration, 4Mb Program RAM,
Standard I/0 (800/550), Two (2) 3 1/2" FDD

with EIGS Controller $ [ ]
with 8Mb MIGS Controller $[ ]
with 16Mb MIGS Controller $[ ]

EV30, 30ppm, 300 dpi Simplex with Video
Signal Interface, Video PCL Controller,
Disk Drive Cover, Special Lower Rear Cover,
Standard I/0 (800/550), Standard Color, No
Logo, (does not include 68020 EIGS with co-
processor; Signal Interface PCL Controller and
2 3 1/2" FDDs) $ [ ]

NOTES:
1.) Prices are subject to a Y/$ rate of yen between [ ]-[ ]. Outside this
range, Kentek will adjust accordingly.
2.) All prices are ExWorks Kentek's designated U.S. warehouse and apply
to orders placed within normal lead time only; expedited orders will
be subject to then current surcharges.
3.) Prices do not include DRAM surcharges, if applicable.

SCHEDULE A-4
ACCESSORIES PRICE

PRODUCT OEM JAPAN OEM BOULDER
DESCRIPTION PRICING PRICING
----------- ------- -------

1200 Sheet Feeder Cassette
with Variable Paper Sizes thru 8 1/2 x 11* $ [ ] $ [ ]

2500 Sheet Input Cassette with Variable
Paper Sizes thru 8 1/2 x 14* $ [ ] $ [ ]

1400 Sheet Facedown Print
Stacker w/Offset Jogging
Paper Sizes thru 81/2 x 14* $ [ ] $ [ ]

75 Envelope Feeder Cassette* $ [ ] $ [ ]

Upper Cassette
(550 sheet capacity)* $ [ ] $ [ ]

Lower Cassette
(250 sheet capacity)* $ [ ] $ [ ]

Rear Cover Board Housing
(without hardware)* $ [ ] $ [ ]

PostScript I Software $ N/A $ [ ]
PostScript II Software (RIGS only) $ N/A $ [ ]

Hard Disk Drive Assembly $ N/A $ [ ]

Ethernet Attachment with Housing $ N/A $ [ ]

NETPrint Ethernet Interface w/Novell Support (120v) $ N/A $ [ ]

K31K40D Net Attach Ethernet Card (TCP/IP) $ N/A $ [ ]

X00 "X" Card (Ethernet Card) Cover $ N/A $ [ ]

Printer Cabinet $ N/A $ [ ]

NOTES:
1. All items marked with an asterik are subject to currency
fluctuations. Pricing based on Y/$ rate of yen between [ ]-[ ].
Outside this range, Kentek will adjust accordingly.
2. Prices are Ex Works Kentek's designated facility and apply to orders
placed within normal lead time only; expedited orders are subject to
then current surcharges.

SCHEDULE B-1
K30/K31/K40D
XL CONSUMABLES PRICES
(PALLET QUANTITIES)

PALLET
ITEM DESCRIPTION PRICE QUANTITIES YIELD
---------------- ----- ---------- -----

Toner Cartridges (2 pack) $ [ ] 72 34,000

Toner Cartridges (8 pack) $[ ] 21 136,000

Photoconductor Unit $[ ] 54 100,000

Photoconductor Unit $[ ] 54 200,000

Fuser Unit $[ ] 52 200,000

Cleaning Unit $[ ] 40 400,000

K30 Developer Unit $[ ] 30 600,000

K31 Developer Unit $[ ] 30 600,000

K40D Developer Unit $[ ] 30 600,000

Supplies Starter Kit $[ ] N/A

NOTES:

1.) All prices are on a per order, single delivery basis.

2.) All prices are pallet quantity; ExWorks Kentek's production facility.

3.) Some newly manufactured supplies may contain selected recycled parts
equivalent to new in performance.

4.) Supplies Starter Kit includes one each fuser, developer, cleaner,
photoconductor, and 2-pack toner.

SCHEDULE B-2
K30/K31/K40D
XL CONSUMABLES PRICES
(LESS THAN PALLET QUANTITIES)

ITEM DESCRIPTION PRICE YIELD
---------------- ----- -----

Toner Cartridges (2 pack) $ [ ] 34,000

Toner Cartridges (8 pack) $[ ] 136,000

Photoconductor Unit $[ ] 100,000

Photoconductor Unit $[ ] 200,000

Fuser Unit $[ ] 200,000

Cleaning Unit $[ ] 400,000

K30 Developer Unit $[ ] 600,000

K31 Developer Unit $[ ] 600,000

K40D Developer Unit $[ ] 600,000

NOTES:

1.) All prices are on a per order, single delivery basis.

2.) All prices are ExWorks Kentek's production facility.

3.) Some newly manufactured supplies may contain selected recycled parts
equivalent to new in performance.

SCHEDULE B-3
CONSUMABLES ORDERING TERMS AND CONDITIONS

STANDARD EXPEDITE/EMERGENCY
STOCK TERMS
-------- ------------------

PRICING Schedule B-1 Schedule B-2

LEAD TIME 30 Days ARO 24 Hours ARO
U.S. warehouse U.S.warehouse(1)

DELIVERY TERMS ExWorks Kentek ExWorks Kentek
production facility production facility

SPECIAL
CONDITIONS None Reasonable
quantities
per item plus
$50 per order
material
handling charge

NOTES:

1.) Kentek will use its best efforts to ship consumables requested in a
purchase order by the customer identified as an "Emergency Order" within
twenty-four (24) hours during normal business hours Monday - Friday, 8:00
a.m. - 4:30 p.m., after receipt of order (ARO).

SCHEDULE C-1

SPARE PART ORDERING TERMS AND CONDITIONS

STANDARD EMERGENCY
STOCK TERMS
-------- ---------

DISCOUNTS [ ]% [ ]%
(off list price
in Schedule C)

LEAD TIME 30 Days ARO 24 Hours ARO(1)

ExWORKS U. S. warehouse U.S. warehouse

SPECIAL CONDITIONS None Reasonable
quantities
per part plus
$50 per order
material
handling charge

NOTES:

1.) Kentek will use its best efforts to ship spare parts requested in a
purchase order by the customer identified as an "Emergency Order" within
twenty-four (24) hours during normal business hours, Monday - Friday, 8:00
a.m.-4:30 p.m., after receipt of order (ARO).

2.) Prices are subject to yen between [ ]-[ ]. Outside this range, Kentek will
adjust accordingly.

3.) Prices are ExWorks Kentek's designated U.S. warehouse and apply to orders
placed within normal lead times only; expedited orders will be subject to
then current surcharges.

SCHEDULE D

PRODUCT SPECIFICATIONS

SCHEDULE E

DELETED FROM THIS AGREEMENT

SCHEDULE F

CURRENCY FLUCTUATIONS

In the event of fluctuations in the Yen/Dollar "Bank Exchange Rate," the prices
listed in Schedules A and C shall be automatically adjusted in the following
manner. These adjustments will be made at the time of Purchase Order Placement.
After an order is placed, there will be no further adjustment for additional
"Bank Exchange Rate" fluctuations. The "Bank Exchange Rate" shall be determined
by the previous month's average Yen/Dollar rate calculated from the fifteenth
day of the prior month to the fourteenth day of the current month of selling
rates between the U.S. Dollar and the Japanese Yen as quoted daily in The Wall
Street Journal exchange rate tables of "New York Foreign Exchange Selling
Rates".

If the previous month's average is outside the base rate range [ ]-[ ] Yen per
Dollar, then Kentek shall advise the Customer of the price adjustment for all
purchase orders received after the fourteenth day of the current month. Such
price adjustments shall be in accordance with the attached schedule. Outside of
the ranges indicated, Kentek will adjust accordingly.

SCHEDULE F
CURRENCY FLUCTUATIONS
(CONTINUED)

WHEN THE "BANK EXCHANGE RATE" IS: MIDPOINT PRICE WILL BE:

Greater than [ ] but less than or equal to [ ] [ ] Base plus [ ]%

Greater than [ ] but less than or equal to [ ] [ ] Base Price

Greater than [ ] but less than or equal to [ ] [ ] Base minus [ ]%

GREATER THAN [ ] OR LESS THAN OR EQUAL TO [ ] -- KENTEK WILL ADJUST ACCORDINGLY.

SCHEDULE G

PUBLICATIONS

1.) K30/K30D GUIDE TO OPERATIONS MANUAL

2.) K30/K30D FIELD SERVICE MANUAL

3.) K40D QUICK REFERENCE CARD

4.) K40D USER'S GUIDE

5.) K40D REFERENCE GUIDE

6.) K40D FIELD SERVICE MANUAL

TO BE SUPPLIED AFTER CONTRACT EXECUTION

SCHEDULE H

SOFTWARE PRODUCTS

STANDARD OPERATING AND EMULATION SOFTWARE

PCL 5

PROGRAM JOB LANGUAGE (PJL)

OPTIONAL

PHOENIXPAGE POSTSCRIPT INTERPRETER

Some of the foregoing are subject to license agreements between Bitstream,
Phoenix Technologies, VS Software and Kentek.

SCHEDULE I

CUSTOMER SERVICE SUPPORT PROGRAM

1 PRODUCT WARRANTIES

2. CONSUMABLE WARRANTIES

3. K30/K30D/K31/K31D/K40D PRINTER OUT-OF-WARRANTY PROGRAM

4. DEFECTIVE MATERIAL RETURN PROCEDURE

5. TRAINING PROGRAM

6. TRAINING PROGRAM COURSE ITINERARY

7. TRAINING RATES

8. FIELD SERVICE SUPPORT

9. TECHNICAL MANUALS PRICE LIST

TO BE SUPPLIED AFTER CONTRACT EXECUTION

KENTEK INFORMATION SYSTEMS, INC.

PRODUCT WARRANTY

Kentek warrants that the Printer Product delivered shall be free from defects
in material and workmanship, under normal use and service, and that any part or
parts found defective within:

a. 180 days from original shipping date for spare parts
b. 180 days from original shipping date for high capacity feeders and
stackers
c. 2 years from original shipping date for printer engine (when operated
within specified duty cycle);*

shall be repaired by the Reseller with parts supplied by Kentek or replaced by
Kentek at Kentek's shipping point.

The Reseller will segregate and make available to Kentek at a central location
those parts found defective with a list price exceeding $50.00. The Reseller
will return defective parts freight prepaid. This Product Warranty is
applicable only if the Product has had normal utilization within the
specification, and has been maintained in accordance with recommended
procedures. Any and all other costs in the implementation of this warranty
shall be the responsibility of the Reseller.

The warranty set forth in this Article does not extend to altered units of the
Product or to units of the Product which fail or are damaged after delivery to
the Reseller due to the shipment, handling, storage, operation, use or
maintenance in a manner or environment not conforming to any published
instructions and specifications of Kentek at the time of delivery. Use of any
consumable not specifically supplied by or approved in writing by Kentek shall
constitute a modification of Product and shall void any and all warranties for
both printer and consumable supply product.

* Any repair or replacement of any portion or part of the printer engine
(excluding Consumables, Software, and Accessories) does not decrease or extend
the original two-year warranty period.

KENTEK INFORMATION SYSTEMS INC.

CONSUMABLE WARRANTY PROCEDURE

The Kentek product warranty is contained in the Agreement between Kentek and
the Reseller. There are two parts to the warranty:

a. Defects due to material and workmanship/out of box/mechanical warranty,
and;

b. failure to meet the average specified yield.

The warranty period is ninety (90) days from date of shipment to the Reseller.

Kentek's published specification yields are "average" and the warranty is
measured against the average yield for each type of consumable. If the rated
yield of any consumable is 400,000 prints and that consumable produces prints
within specification at the rated life then it is considered to have reached
its specified life. For example, if the customer has four K30 cleaners and two
make 425,000 prints and two make 375,000 prints, then no warranty credit is
applicable as the average is the specified 400,000.

In the event a customer returns consumable item(s) short of average life, the
customer should be given a credit only for the unused portion; i.e., 325,000
prints/400,000 average yield x unit selling price.

Kentek will work with the Reseller to provide credits where the population of
supplies does not meet the average life specified. Credits (or replacement
units) must be provided to the customer by the Reseller.

At Kentek's option, the Reseller will segregate consumables found defective and
return the defective consumables to Kentek freight prepaid. A Kentek Consumable
Warranty Return Form (sample attached) is required for each consumable being
returned for warranty evaluation.

This product warranty is applicable only if the product has had normal
utilization within specification and returned in a protective shipping
container. Toner cartridges must always be removed from Developers, and
Developers must be resealed prior to shipment. Should the defective consumable
be received damaged due to unsafe packaging warranty consideration will become
void.

KENTEK Consumable Warranty
Claim Form
Receiving Department
0000 00xx Xxxxxx Xxx XXX #:_______
Xxxxxxx, XX 00000 Distributor Reference #:_______
(000) 000-00000 / Fax (000) 000-0000 Date:
__________________________

MASTER DISTRIBUTOR/VAR END USER REPORTING FAILURE
NAME & ADDRESS NAME & ADDRESS

_____________________________________ _____________________________________

Contact:_____________________________ Contact:_____________________________
Tel. #_______________________________ Tel. #_______________________________

Printer Model:_______________________ Consumable Part Desc.________________
Printer S/N#_________________________ Consumable P/N_______________________
Consumable S/N_______________________

Did the consumable fail on installation? (check one) _____yes _____no
If no, provide page count when consumable installed: _________ & when consumable
failed_______________________________

DESCRIPTION OF PROBLEM:________________________________________________________

_______________________________________________________________________________

CORRECTIVE ACTION:_____________________________________________________________

_______________________________________________________________________________

1. Attach test prints and the error log to this form. (Instructions
describing how to produce test prints and the error log are found in the
Guide to Operations.)

2. Contact manufacturer's Customer Service Department (000) 000-0000 to
obtain a Return Material Authorization (RMA) number. This logs your
consumable claim and expedites evaluation.

PACKAGING INSTRUCTIONS

When you return consumables, package the consumable following the packing
instructions closely as listed in Appendix C of the Guide to Operations. If the
consumable is damaged during shipping due to improper packaging, your warranty
claim may be invalid.
-------------------------------------------------------------------------------
MANUFACTURER CONSUMABLE EVALUATION

Assessment of Failure:_________________________________________________________

Explain any descrepancy between claim and assessment:__________________________

Credit Recommendation:________________Signature:____________________Date:______

Authorized Credit %:__________________Mgr. Signature:_______________Date:______

40
KENTEK INFORMATION SYSTEMS, INC.
OUT OF WARRANTY EXCHANGE PROGRAM

Kentek offers an out-of-warranty exchange program whereby Kentek will repair or
provide a replacement on any of the items listed below.

DESCRIPTION EXCHANGE COST
----------- -------------

K30 EIGS BOARD (300 dpi, 4Mb) $ [ ]
K30 MIGS BOARD (300 dpi, 8Mb) $[ ]

K30D EIGS BOARD (300 dpi, 4Mb) $ [ ]
K30D MIGS BOARD (300 dpi, 8Mb) $[ ]

K31S/D RIGS I BOARD (300 dpi, 12Mb) $ [ ]
K31S/D RIGS II BOARD (300 dpi 16Mb) $[ ]

K40D RIGS I BOARD (300 dpi, 12Mb) $ [ ]
K40D RIGS II BOARD (300 dpi, 16Mb) $[ ]

PCL BOARD (300 dpi) $ [ ]
PCL VIDEO I/F BOARD (240/300 dpi) $ [ ]

K30/K30D AC POWER SUPPLY (Universal) $ [ ]
K30/K30D DC POWER SUPPLY (Universal) $ [ ]
K40D DC POWER SUPPLY $ [ ]

NOTE: Prices listed above are Net (No Discount Allowed).

Turn around time is 30 days from receipt of goods.

WARRANTY - 90 Days on All Exchange Items.

o To participate in this program the customer must contact the "Customer
Service Department" at Kentek corporate headquarters.

o Request a "Return Material Authorization" (RMA) number and provide Kentek
with a purchase order number authorizing the exchange.

o The customer is required to return the defective part to Kentek corporate
headquarters, freight prepaid, in a protective shipping container. Should
the defective part be received damaged due to unsafe packaging, the retail
parts price will be applied to the exchange order.

41
KENTEK INFORMATION SYSTEMS, INC.

DEFECTIVE MATERIAL RETURN PROCEDURES

The customer must first contact Kentek corporate headquarter's "Customer
Service Department" requesting a "Return Material Authorization" (RMA) number.
Kentek's Customer Service Department will collect the necessary data from the
customer to process the return of material accordingly.

The assigned RMA number must be referenced on the outside of the shipping
container. Return Material Tags are to be used by the customer when returning
defective parts either Under Warranty or for Exchange to Kentek corporate
headquarters, freight prepaid.

Repairs will be made or a replacement part will be sent to the customer within
30 days from receipt of defective part.

Warranty Items

If the returned defective item under warranty tested is found to be operational
(not defective), Kentek will notify the customer of our findings and a charge
for Kentek's testing and evaluation time will be billed back to the customer at
$75 per hour minimum of two (2) hours.

Exchange Program

Kentek has identified a selected list of material such as printed circuit
boards and power supply units that can be exchanged for a repaired and tested
replacement with a 90-day warranty given by Kentek.

The procedure to return defective items under our Exchange Program is the same
as the procedure for returning defective items under warranty as stated above.

42
KENTEK INFORMATION SYSTEMS, INC.

KENTEK'S TRAINING PROGRAM

Kentek will provide the customer with one (1) training class, with up to six
(6) students at no cost. The class will be held at Kentek corporate
headquarters. Any additional training requested by the customer will be offered
at a "most favored status" price.

In the event the customer requests the training class to be held anywhere other
than Kentek corporate headquarters, the customer will reimburse Kentek for all
travel and living expenses incurred by our training personnel during the
course.

The rates for additional training courses, if required, are included as a part
of this Schedule.

The rates for field service support from Kentek to resolve a problem at the
customer's location or at a printer location, are included in this Schedule I.

A minimum of four (4) weeks notice is required to schedule a training course at
either Kentek's or the customer's training location.

43
KENTEK INFORMATION SYSTEMS, INC.

PRINTER TRAINING PROGRAM COURSE ITINERARY

The training session will be a 3-day course and classes will be a standard
eight (8) hour day.

Class size is limited to six (6) students. In order to provide the most
effective possible training, we urge a minimum of three printers be made
available to the students.

Class subjects will consist of:

- Operational overview
- Component/assembly layout
- Xerographic process
- IGS & PCL block diagram of operations
- Communication theory RS 232, 422, Centronics (Host Connections)
- Diagnostics ... how they work and how to use them
- Problem/failure determination (flow chart)
- TAGS (Troubleshooting Analysis Guide) familiarization

Field Service manuals are available for each student consisting of:

- Installation/operational manual
- Maintenance manual
- Removal/replacement procedure
- Self diagnostic test procedure
- Troubleshooting
- Electrical adjustments
- Parts catalog
- Technical bulletins

Special training material such as schematics, diagrams and technical data will
be issued to each student.

Troubleshooting time will be scheduled to allow the students to perform failure
analysis on the printer. Kentek parts are sold as assemblies, not components,
so this class will teach each student to repair printers down to the assembly
level.

44
KENTEK INFORMATION SYSTEMS, INC.

TRAINING RATES
(Does Not Apply to Initial Training Course)

1. $500.00 - Hardware or Software Training Course Fee

2. $750.00 - Hardware and Software Training Course Fee

3. $250.00 - Per Day per Student.

Note:

Should the course be held anywhere other than at Kentek corporate headquarters,
all travel and living expenses incurred by our instructor will be billed to the
customer in the following manner:

Air Fare.................... Coach for domestic flights
Business for international flights

Rent-A-Car.................. $200.00 per week (Estimate)

Hotel....................... $100.00 per day (Estimate)

Meals....................... $ 30.00 per day (Estimate)

Telephone, Misc., Etc.

45
KENTEK INFORMATION SYSTEMS, INC.

FIELD SERVICE SUPPORT RATES

1. $110.00 per hour - portal to portal
(8:00 AM to 4:30 PM - Monday through Friday)

2. $140.00 per hour - portal to portal
(after 4:30 PM and before 8:00 AM Monday through Friday)

3. $190.00 per hour - portal to portal
(anytime Saturday, Sunday and holidays)

4. Mileage charge: $0.35 per mile (plus tolls)

5. Parts Cost - (See Suggested Retail Spare Parts Price list)

NOTE: The rates listed above only apply within a 125-mile radius to
either Kentek's corporate headquarters and/or Kentek's Regional
support off ices.

Locations:

Eastern Region - Melbourne, Florida

Western Region - San Jose, California

Kentek service rates and mileage charges include any and all travel to the
customer's office/printer location and return to Kentek headquarters.

All other areas will be charged for travel and expenses.

46
KENTEK INFORMATION SYSTEMS, INC.

TECHNICAL MANUAL PRICE LIST

PART NUMBER DESCRIPTION NET PRICE
----------- ----------- ----------

61050010 K30/K30D Operator/Installation Manual $ 25.00

62050010 K30/K30D Field Service Manual $ 75.00

81250001 K40D User's Guide $ 10.00

81250002 K40D Field Service Manual $ 75.00

81250003 K40D Quick Reference Card $ 2.00

81250004 K40D Reference Guide $ 20.00

51020818 Print Quality Masters $ 500.00

NOTE: No discounts applied to manuals.

AMENDMENT NO. 1
To The
PURCHASE AGREEMENT
By and Between
TALLY PRINTER CORPORATION ("Tally" or "Buyer")
And
KENTEK INFORMATION SYSTEMS, INC. ("KENTEK")
Dated April 16, 1997
================================================================================

WHEREAS, Tally and Kentek have entered into an agreement entitled
"Purchase Agreement," dated April 22, 1995 ("Agreement"); and

WHEREAS, the parties now desire to amend the Agreement to change
certain terms and conditions of the sale and purchase of Products; and

WHEREAS, the Agreement would expire unless extended by written
agreement of the parties;

NOW THEREFORE, in consideration of the covenants and agreements herein
contained, SNPS and Kentek hereby agree as follow:

1. All capitalized terms not defined in this Amendment shall have
the meaning ascribed thereto in the Agreement.

2. Section 3.2 Term of Agreement, shall be amended to read "The
term of this Agreement shall commence upon the date hereof and
shall continue for twelve (12) months from such date (April
16, 1998), unless earlier terminated or extended by written
agreement of the parties (the "Term").

3. Section 13.3 End-of-Life Parts Purchasing, shall be amended to
read "Buyer may purchase spare parts from Kentek to provide
service to its customers. In the event Buyer or Kentek
terminate this Agreement, if any Product under this Agreement
is discontinued by Kentek, or if the annualized run rate
purchased over a period of six months is less than 200
printers per year activating an End-of-Life condition, then
Kentek agrees to allow Buyer to purchase Parts and Consumables
at the new category (non-OEM designation) current prices for a
period of up to five (5) years for the purpose of supporting
Buyer's installed base.

48
Except as provided above, the Agreement shall in all other respects remain
unchanged and shall continue in full force and effect.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to be
executed in duplicate by their duly authorized representatives as of the dates
subscribed.

TALLY KENTEK INFORMATION
SYSTEMS, INC.

/s/ XXXX XXXXXX /s/ [ILLEGIBLE]
-------------------------- ----------------------------

Vice President CEO
-------------------------- ----------------------------
Title Title

6/4/97
-------------------------- ----------------------------
Date Date

Document Metadata

Table of Contents

1 EXHIBIT 10.20 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THE DOCUMENT, MARKED BY BRACKETS IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 2.4b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. PURCHASE AGREEMENT By and...

Document Metadata