Sample Business Contracts


Contract re: Computerized Image Database - Ximage Corp. and County of Hennepin



                                                            CONTRACT NO. 2740A3

     THIS AGREEMENT, Made as of this 23rd day of November, 1993, by and
between XIMAGE CORPORATION, a corporation organized and existing under the
laws of the State of California, hereinafter referred to as the Contractor,
and the COUNTY OF HENNEPIN, a political subdivision of the State of Minnesota,
hereinafter referred to as the County;

     WITNESSETH, That the Contractor, in consideration of the agreements
hereinafter made on behalf of the County, agrees to sell, furnish, deliver,
install, and place into proper operation a COMPUTERIZED IMAGE DATABASE for
Hennepin County Sheriff Department, in the amount of Five Hundred Thirty-Six
Thousand Five Hundred Fifty-Four and 35/100 Dollars ($536,554.35), all in
accordance with the Specifications/Invitation to Bid (and the documents
attached thereto and listed therein) and the Proposal of the Contractor,
which documents are incorporated herein by reference and made a part of this
contract as though fully set forth herein.

     NOW THEREFORE, It is mutually agreed that subject to and in accordance
with the provisions contained and incorporated herein, the County shall
purchase from said Contractor and the Contractor shall sell, furnish and
deliver to the County, all of the aforementioned items.

     The said Contractor further agrees to furnish on a form provided by the
County a satisfactory performance bond at or before the signing of this
contract in the amount of $536,554.35, conditioned as required by law upon
the faithful performance of this agreement.

     It is understood and agreed that the Contractor will provide the Edicon
printer set forth in its Proposal.

     The Contractor agrees to carry full coverage of the insurance outlined
in the specifications.

     IN WITNESS WHEREOF, The parties hereto have executed this agreement.

                                          XIMAGE CORPORATION


                                          By /s/ Daniel W. McGaw
                                             ---------------------------------
                                              Its Vice President


                                          And /s/ Jagdich Narasimhan
                                              --------------------------------
                                              Its Secretary



COUNTY OF HENNEPIN

By /s/ Emily Anne Staples
   -------------------------------------
   Vice-Chair of Its County Board

And  /s/ James M. Borney
     -----------------------------------
     County Administrator


ATTEST: /s/ Judith A. Chumley
        --------------------------------
        Deputy/Clerk of the County Board



                              Page 1 of 2 Pages


<PAGE>

Upon proper execution, this agreement
will be legally valid and binding.



/s/ Le Roy W. Jackson
----------------------------------
Assistant County Attorney
Date:  11-23-93
     -----------------------------


Approved as to execution:



/s/ Le Roy W. Jackson
----------------------------------
Assistant County Attorney
Date:  12-9-93
     -----------------------------



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



State of   California
          ----------------------------)
                                      )
County of  Santa Clara                )
          ----------------------------)


         On this 3 day of December, A.D. 1993, before me appeared Daniel W.
McGaw and Jagdich Narasimhan to me personally known, who, being each by me duly
sworn did say, that they are each respectively the vice president and the
Secretary of the XImage - the corporation named in the foregoing instrument,
and that the said instrument was signed and sealed in behalf of said
corporation by authority of its Board of Directors and said person(s)
acknowledged said instrument to be the free act and deed of said corporation.

                                 /s/ Viola K. Henry
                           ------------------------------
[SEAL]                           Notary Public

                           My commission expires:  9-17-97
                           ------------------------------



                              Page 2 of 2 Pages



<PAGE>

                      VENDOR DECLARATION OF ELIGIBILITY
        FOR EXEMPTION BASED ON WORKFORCE OF 20 OR FEWER EMPLOYEES

Under Hennepin County Board of Commissioners' Resolution 89-6-447, the County
may grant exemptions from Hennepin County Contract Compliance requirements to
firms that (1) submit Non-construction bids, proposals or negotiated contracts
(excluding human service provider contracts) for contracts over $50,000; and
(2) have 20 or fewer full-time employees at all times during the twelve (12)
months preceding said submission. Consideration for this exemption is based
on the number of full-time employees in the ENTIRE WORKFORCE OF THE PARENT
COMPANY AND ITS SUB-DIVISIONS. The approved exempt status is valid for the
life of the contract, contingent upon the company's workforce remaining at
20 or fewer employees during the period. Exemptions are approved by the
Hennepin County Department of Compliance and Diversity.


                          DECLARATION OF ELIGIBILITY


     In accordance with the exemption requirements stated above, I
  Daniel W. McGaw,   as an officer of   XImage Corporation
--------------------                   ----------------------
(Name of Individual)                    (Name of Company/Firm)

(hereafter referred to the "Company") do hereby affirm that the entire
workforce of the Company, INCLUDING THE PARENT COMPANY AND ITS SUB-DIVISIONS,
has not exceeded 20 full-time employees at all times during the twelve (12)
months preceding submission of the bid, proposal or negotiated
non-construction contract, Contract No. 2740A3 (over $50,000), which this
document accompanies.

     The Company understands that its exempt status will be valid for the
life of the contract, contingent upon its workforce remaining at 20 or fewer
full-time employees during the approval period. If the number of full time
employees increases to 21 or more employees at any time during said period,
the Company agrees to inform the Hennepin County Department of Compliance and
Diversity Director in writing within ten (10) calendar days of such change or
be subject to sanctions imposed by Hennepin County.



/s/ Daniel W. McGaw                              Vice President/CFO
----------------------------------               ----------------------------
      (Signature)                                      (Title)

             9/22/94
----------------------------------
      (Date)



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                             FOR OFFICE USE ONLY



Hennepin County               Approval:
Department of Compliance                -------------------------------
          and Diversity                    Director

                                  Date:
                                        -------------------------------


CC428                                                                     8/93


<PAGE>

                                  [LETTERHEAD]

                                                           October 25, 1993
Attn: Mr. Patrick Johnson                                  ----------------
XImage Corporation                                         Certified Mail-
1050 North 5th Street                                      Return Receipt
San Jose CA 95112


AWARD OF CONTRACT

Contract No:   2740A3
For:           Computerized Image Database for Hennepin County Sheriff


Award:         $536,554.35
Period:        11/1/93 through 10/31/94
Buyer:         Michael A. Scanlan - 612-348-4469


Your bid on the above contract has been accepted. Required documents must be
completed and returned to the Purchasing Division within 15 days from the
date of this letter.

( )  Have the enclosed copies of the CONTRACT signed by two AUTHORIZED
     OFFICERS* and notarized.

(X)  Have the enclosed PERFORMANCE BOND signed by two AUTHORIZED OFFICERS,*
     have the ACKNOWLEDGMENT BY PRINCIPAL (corporate or individual) completed
     and notarized, and have your bonding company execute the bond and
     complete and notarize the ACKNOWLEDGMENT OF SURETY.

   *If the power to sign official papers has been delegated to an individual
   other than the company president, vice-president, secretary, or treasurer,
   attach to the contract and/or bond a certified copy of your corporate
   board's authorization for such person(s) to sign. THE BOND WILL NOT BE
   APPROVED BY THE COUNTY WITHOUT THIS ATTACHMENT.

( )  Have the enclosed CERTIFICATE OF INSURANCE completed by your insurance
     company or agent in accordance with the contract specifications. We
     require an original signature by an authorized individual. If you have
     any questions regarding insurance for this contract, contact the Risk
     Management Division at 348-8694.

( )  HIGHWAY PROJECTS: Execute the enclosed documents as provided by Article
     1306 of the specifications.

( )  CONSTRUCTION/REMODELING PROJECTS: Property Management will issue a
     NOTICE TO PROCEED with the work.

( )  We will send you a copy of the executed contract which will serve as
     authorization to commence performance.

( )  PURCHASE RELEASE(S) AND/OR NOTICE TO PROCEED will be issued by the
     appropriate public entity.

( )  Please proceed under the terms of the specifications.

We look forward to doing business with your company. Contact the buyer if you
have any questions.

Sincerely,


 /s/ William E. Binger
--------------------------
William E. Binger
Purchasing Manager


<PAGE>

                                  [LETTERHEAD]

                                                           September 15, 1994
Attn:   Patrick Johnson
Ximage Corporation
1050 North 5th Street
San Jose CA 95112



CONTRACT EXTENSION INQUIRY

Contract No:   2740A3
For:           Computerized Image Database for Hennepin County Sheriff
               Department

Period:        11/1/94 through 10/31/95
Buyer:         Michael Scanlan   -   612-348-4469

The above-referenced contract will expire soon. Please indicate below whether
your firm would extend this contract, provide any required documents, and
return it by October 5, 1994. Once I have this information I will
determine whether to extend this contract, if you so agree, or to obtain new
bids.

( )  If this box is checked, contractors must submit Affirmative Action
     Plans for contracts and contract extensions that exceed $50,000 (sample
     plan enclosed).
*
( )  If this box is checked, contractors with approved plans must fill out
     and submit the enclosed addendum.

Call me if you have any questions.

Sincerely,                             *firms with fewer than 20 employees
                                        must complete the enclosed exemption.


/s/ Michael A. Scanlan
                       MC
Michael A. Scanlan
Senior Buyer
( )  Our firm is willing to extend the contract for:
     (X)  one (1) year.
     ( )  the period                     through                  .
                     -------------------         ----------------
     The price will:
     (X)  remain the same.
     ( )  decrease. A list of new prices is attached.
     ( )  increase (if allowed in the contract). Justification for the
          increase is attached along with a list of new prices.
( )  Our firm will not extend this contract, but please keep our firm on the
     bidders list for future solicitations.

Authorized
Signature  /s/ Daniel W. McGaw                   Date      9/23/94
          --------------------------------------      --------------------
Name (typed)    Daniel W. McGaw                  Phone    408-1288
             -----------------------------------       -------------------


<PAGE>

                                  [LETTERHEAD]

                                                           September 28, 1994
Daniel W. McGaw
XImage Corporation
1050 N. 5th St.
San Jose CA 95112


CONTRACT EXTENSION

Contract No:        2740A4
For:                Computerized Image Database for Hennepin County Sheriff
                    Dept.


Award:              Renewal
Extension Period:   11/1/94 through 10/31/95
Buyer:              Michael A. Scanlan
                    612-348-4469


The above-referenced contract has been extended for the period indicated:
     (X)  in accordance with your original bid received on    8/17/93       .
                                                           ----------------
     ( )  in accordance with your new prices received on                    .
                                                           ----------------

(X)  Please proceed under the terms of the contract.

Required documents checked below must be completed and returned to the buyer
within 15 days from the date of this letter.

( )  Enclosed is the required PERFORMANCE BOND. Have it signed by an
     AUTHORIZED OFFICER(S), have the ACKNOWLEDGMENT BY PRINCIPAL (corporate or
     individual, as appropriate) completed and notarized, and HAVE YOUR BONDING
     COMPANY execute the bond and complete and notarize the ACKNOWLEDGMENT OF
     SURETY. Signatures of the corporation's officers are preferable. If the
     power to sign has been delegated to others in the corporation, a current
     certified copy of the corporate board's action authorizing them to sign
     must be attached to the bond.

( )  Enclosed is the required CERTIFICATE OF INSURANCE. Have it completed by
     your insurance company or agent in accordance with the contract
     specifications regarding insurance. We require an original signature BY AN
     AUTHORIZED INDIVIDUAL. If you have any questions regarding insurance for
     this contract, contact Risk Management at 348-4674.

We look forward to continuing business with your company. Contact the buyer
if you have any questions about this extended contract.

Sincerely,



 /s/ William E. Binger
---------------------------
William E. Binger
Purchasing Manager


<PAGE>


                                                             XImage Corporation
                                                                       Proposal












                                                             TABLE OF CONTENTS







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17 August 1993                            Hennepin County Sheriff's Department
                                               Computerized Image Database

<PAGE>


                                                              XImage Corporation
                                                                        Proposal

<TABLE>
<CAPTION>

                              TABLE OF CONTENTS
                              -----------------
<S>                                                                 <C>

1.  COVER LETTER AND PROPOSAL

2.  TABLE OF CONTENTS

3.  FORCEFIELD SYSTEM FUNCTIONAL DESCRIPTION
               -> Why Choose XImage?
               -> Our Approach to Imaging

4.  HENNEPIN RFP RESPONSE (SECTIONS 3-13)
               3  Terms and Conditions                                7
               4  General Requirements                               18
               5  System Functions                                   23
               6  Mechanical and Electrical Requirements             45
               7  Hardware Specifications                            48
               8  Software Specifications                            81
               9  Network                                            99
              10  Security                                          102
              11  Support/Warranty/Maintenance                      104
              12  Training                                          109
              13  Future Plan Statement                             113

5.  HENNEPIN APPENDICES
               APPENDIX  A Current Installations
                         B CAL-PHOTO Requirements
                         C General Hardware Configuration
                         D Recommended System Pricing Sheets
                         E Optional Items & Upgrades
                         F Documentation Listing Sheet
                         G Quality Rating Scale

6.  XIMAGE APPENDICES
               -> Installation Schedule
               -> Customer References
               -> Recent Bid Awards
               -> XImage System Installation Team

7.  AGREEMENTS
               -> Software Maintenance Agreement
               -> Hardware Maintenance Agreement
               -> Installation Agreement
               -> License Agreement

8.  TECHNICAL PRODUCT INFORMATION

9.  FORCEFIELD SAMPLE ENTRY SCREENS

10. FORCEFIELD PRINT SAMPLES

</TABLE>

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17 August 1993                            Hennepin County Sheriff's Department
                                               Computerized Image Database
<PAGE>


                                                              XImage Corporation
                                                                        Proposal












                                                             FORCEFIELD SYSTEM
                                                        FUNCTIONAL DESCRIPTION



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17 August 1993                            Hennepin County Sheriff's Department
                                               Computerized Image Database

<PAGE>


                                                              XImage Corporation
                                                                        Proposal

                              WHY CHOOSE XIMAGE?

The ForceField Computerized Image Database Management System is an
integrated imaging solution of sophisticated hardware and software components
specifically designed to accommodate the capture, storage, and retrieval of
high-quality images in large databases.  Designed exclusively for law
enforcement and jail management, the modular design of the ForceField system
allows XImage to customize the hardware and software to meet the specific
needs of each user.  The key characteristics of this product are MULTI-USER
CAPABILITY, HIGH CAPACITY DATABASE FACILITIES, AND EASE OF OPERATION.

ADDITIONALLY, THE SYSTEM PROVIDES THE FOLLOWING:

     -  Full compliance with the California Law Enforcement Electronic
        Photographic Imaging System Standards (Cal Photo)

     -  Full backup capability concurrent with system operation

     -  Multiple layers of independent security

     -  Turnkey installation

     -  Audit trails

     -  Management reports

     -  Inter-system networking capability

     -  True multi-tasking operating system

     -  Multiple simultaneous database update & retrieval

     -  Ease of expansion, coupled with capability for growth

     -  Support facility available 24-hours/day -- 7 days/week

     -  Capability to enter information on scars, marks, and tattoos

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17 August 1993                  4         Hennepin County Sheriff's Department
                                               Computerized Image Database
<PAGE>

                                                            XImage Corporation
                                                                      Proposal

                             OUR APPROACH TO IMAGING

XImage Corporation is a privately held California corporation. Our business
philosophy is to provide high performance imaging systems exclusively for law
enforcement agencies. Providing these systems since 1987, XImage has over 20
years of combined system operation. The ForceField system is currently
operational at 25 sites, 24 hours a day, 365 days a year. It is responsible
for over 500,000 bookings per year, or over 1,300 per day. During this time
we have compiled an impressive "Who's Who of Law Enforcement Agencies"
worldwide.

In addition to our many installations within the United States, we also have
installations in progress in Montreal, Canada as well as the Country of
Kuwait. The system in Kuwait will be able to store and retrieve 2 million
images.

In installations where there is a need for more than one display terminal,
multiple ImageStations will be networked to the ImageBank, providing access
to data and images from all locations. We also have the ability to direct
printing to other printers on the network. This important enhancement allows
agencies to have much more flexibility with their printer configurations,
while at the same time decreases hardware and maintenance costs. This feature
is a ForceField exclusive.

One of the strengths of the ForceField system is its powerful software that
incorporates the latest in image processing technology and ease of use
features. The ForceField software consists of three major components - the
database management system, the image management system, and the user
interface system.

The database structure and access software were designed to address two major
issues: retrieval speed and multi-user support. The database structure was
specifically designed for efficient organization of data, enabling rapid
search and retrieval. The image management software controlled by the
ImageBank, interacts with the optical or magnetic disks to store and retrieve
images.

Since speed is a necessity in the use of the system, each ImageStation is
configured with processing capabilities to provide rapid response time to the
user allowing the ImageBank to efficiently manage the database. The
ImageStation's processing facility is used for the screen interface, printer
control, image review and compression.

One of the key objectives in the design of the ForceField system was that the
system be user friendly. All functions are menu-driven and incorporate both
pull-down and pop-up windows. In addition, the single monitor non-interlaced
screen produces a "flicker-free" display which reduces operator fatigue and
eye strain. Furthermore, operation of the system is accomplished through
either keyboard commands or the use of an optical mouse. This enables people
who are unfamiliar with computers to find themselves at ease with a "point
and click" method of operation.

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17 August 1993                  5         Hennepin County Sheriff's Department
                                               Computerized Image Database

<PAGE>

                                                           XImage Corporation
                                                                     Proposal

XImage Corporation stands behind their systems with a comprehensive program
for system support and maintenance. We believe our commitment begins prior to
system installation. We provide a thorough system specification session where
the agency will be able to customize screen layouts and print formats. XImage
Corporation takes special pride in our quality print formats. Please take the
time to view examples of our work in Section J of this proposal and compare
them to the competition. We can handle any of the special print format needs
of Hennepin County.

Before final acceptance of the system, XImage will train all users in the
operation of their new ForceField system. Our job is not done until all
personnel are fully trained in system function and operation.

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17 August 1993                  6         Hennepin County Sheriff's Department
                                               Computerized Image Database

<PAGE>

                                                          XImage Corporation
                                                                    Proposal







                                                       HENNEPIN RFP RESPONSE
                                                              (SECTIONS 3-13)





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17 August 1993                            Hennepin County Sheriff's Department
                                               Computerized Image Database

<PAGE>

                                                          XImage Corporation
                                                                    Proposal

                             COMPUTERIZED IMAGE DATABASE

3    TERMS AND CONDITIONS

*******************************************************************************
The following information within this section has been reviewed and
understood. Except as noted, XImage Corporation is in full compliance with
the following terms and conditions set by Hennepin County. Please refer to
the individual sections for applicable exceptions.
*******************************************************************************

     3.1  COMPLETION OF PRICING SHEETS:  THE BIDDER SHALL COMPLETE ALL
          PRICING SHEETS IN ACCORDANCE WITH WRITTEN INSTRUCTIONS ON EACH
          SECTION.

     3.2  BIDDERS CONFERENCE AND CONTACT PERSONS:

          FOR THE PURPOSE OF CLARIFYING TERMS, CONDITIONS OR REQUIREMENTS OF
          THESE SPECIFICATIONS, A PRE-BID CONFERENCE WILL BE HELD. IT IS THE
          BIDDER'S RESPONSIBILITY TO SECURE AND THOROUGHLY REVIEW ALL ASPECTS OF
          THE BIDDING DOCUMENT PRIOR TO THE CONFERENCE. BIDDERS' REQUESTS FOR
          CLARIFICATION OR INTERPRETATION OF THE BIDDING DOCUMENTS SHALL BE MADE
          IN WRITING AND RECEIVED BY THE COUNTY NO LATER THAN EIGHT CALENDAR
          DAYS PRIOR TO THE CONFERENCE. LETTERS SHALL STATE CLEARLY AND IN
          DETAIL THE BASIS FOR SUCH REQUESTS AND SHALL BE SENT BY CERTIFIED OR
          REGISTERED MAIL OR PERSONALLY DELIVERED TO:

               MR. MIKE SCANLON (PURCHASING CONTACT)
               HENNEPIN COUNTY PURCHASING DEPARTMENT
               A2205 HENNEPIN COUNTY GOVERNMENT CENTER
               MINNEAPOLIS, MINNESOTA  55487-0225

          WITH A COPY TO:

               LT. CHERYL LOOSE (PROJECT CONTACT)
               HENNEPIN COUNTY SHERIFF'S DEPARTMENT
               350 SOUTH 5TH STREET, COURTHOUSE ROOM 36
               MINNEAPOLIS, MINNESOTA  55415

          A BIDDER'S CONFERENCE WILL BE HELD. REFER TO THE COVER SHEET FOR
          SPECIFIC DATE, TIME AND LOCATION. NO SUBSTITUTE DATE WILL BE ALLOWED.

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17 August 1993                  7         Hennepin County Sheriff's Department
                                               Computerized Image Database

<PAGE>

                                                          XImage Corporation
                                                                    Proposal

3    TERMS AND CONDITIONS

     3.3  REVISIONS: IF IT SHOULD BE FOUND NECESSARY TO REVISE ANY PART OF
          THESE SPECIFICATIONS, A WRITTEN ADDENDUM WILL BE PREPARED AND SENT TO
          ALL BIDDERS WHO RECEIVED THE ORIGINAL BID DOCUMENT.

     3.4  ERRORS OR OMISSIONS: THE BIDDER WILL NOT BE ALLOWED TO TAKE
          ADVANTAGE OF ERRORS OR OMISSIONS IN THE SPECIFICATIONS. WHERE ERRORS
          OR OMISSIONS APPEAR IN THE SPECIFICATIONS, THE BIDDER WILL PROMPTLY
          NOTIFY PERSONS NAMED IN THE CONTACT PERSONS SECTION, OF SUCH ERROR OR
          OMISSION NO LATER THAN SEVEN DAYS PRIOR TO BID OPENING DATE.

     3.5  CONTRACT PERIOD: THE CONTRACT PERIOD SHALL COMMENCE ON THE DAY
          FOLLOWING THE DATE OF THE COUNTY ATTORNEY'S APPROVAL OF CONTRACTOR'S
          CONTRACT EXECUTION AND TERMINATE TWELVE (12) MONTHS THEREAFTER. AN
          IMPORTANT PURPOSE OF THE CONTRACT PERIOD IS TO ESTABLISH A TIME PERIOD
          DURING WHICH THE SOFTWARE AND HARDWARE PROPOSED IN THE BID, SOFTWARE
          SUPPORT/CONSULTING, HARDWARE MAINTENANCE, WARRANTY, UPGRADES AND
          FEATURES TO ANY SUCH SOFTWARE OR ADDITIONAL HARDWARE AS IS
          CONTEMPLATED IN THE SPECIFICATIONS OF THE TYPE AND MODELS PROPOSED MAY
          BE ORDERED IN ACCORDANCE WITH THESE SPECIFICATIONS, AND AT THE PRICES
          QUOTED ON THE BID PROPOSAL FORM, EXCEPT INSOFAR AS PRICES MAY BE
          INCREASED OR DECREASED AS ALLOWED IN THESE SPECIFICATIONS AS DESCRIBED
          IN THE "PRICE CHANGES" SECTION 3.8.

          THE CONTRACT PERIOD MAY BE EXTENDED FOR UP TO SIX (6) ADDITIONAL
          TWELVE (12) MONTH PERIODS WITH THE CONSENT OF BOTH THE COUNTY AND THE
          CONTRACTOR DURING WHICH TIME ADDITIONAL HARDWARE AND SOFTWARE OF THE
          TYPE AND MODELS PROPOSED, UPGRADES AND FEATURES MAY BE ORDERED. IF
          THE COUNTY DESIRES TO SO EXTEND, THE PURCHASING MANAGER WILL SO
          ADVISE THE CONTRACTOR PRIOR TO EXPIRATION OF THE CONTRACT OR
          RELEVANT EXTENSION PERIOD. IF EXTENDED, THE ORIGINAL TERMS AND
          CONDITIONS, EXCEPT THE TIME AND PRICES (EXCEPT INSOFAR AS SUCH PRICES
          MAY BE CHANGED AS ALLOWED IN THE SPECIFICATIONS) SHALL REMAIN IN
          EFFECT. MAINTENANCE CONTRACTS ARE SEPARATE AND WILL BE HANDLED AS
          DESCRIBED IN SECTION 11 OF THIS DOCUMENT.

     3.6  FUTURE CONTINUITY: FOR THE PURPOSES OF OBTAINING THE BIDDERS BEST
          BID QUOTATIONS, AND ASSURING THAT THE CONTRACTOR WILL ASSIST IN THE
          SYSTEM'S FUTURE COMPLETENESS AND CONTINUITY AS WELL AS INFORM THE
          BIDDER COMMUNITY OF THE COUNTY'S FUTURE NEEDS, IT IS ADVISED THAT THE
          COUNTY ANTICIPATES ADDITION OF PHOTO IMAGE APPLICATIONS AND
          WORKSTATIONS WITHIN THE COUNTY SHERIFF'S DEPARTMENT. THE BIDDER IS
          FURTHER ADVISED THAT OTHER COUNTY DEPARTMENTS AND LAW ENFORCEMENT
          AGENCIES WITHIN MINNESOTA MAY BE ADDED TO THE SYSTEM FOR CONTINUED
          ACCESS TO SYSTEM RECORDS AND STORAGE OF

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17 August 1993                  8         Hennepin County Sheriff's Department
                                               Computerized Image Database

<PAGE>

                                                            XImage Corporation
                                                                      Proposal

3.   TERMS AND CONDITIONS

     3.6  FUTURE CONTINUITY:  (CONTINUED)
          THEIR OWN RECORDS.  THE BIDDER SHALL CLEARLY INDICATE THAT BIDS
          SUBMITTED AND PRICES QUOTED ARE EXTENDED TO THESE ADDITIONAL USERS,
          SHOULD THEY JOIN THE SYSTEM.

          ANY COSTS FOR THE PURCHASE OF HARDWARE OR SOFTWARE, WARRANTY,
          MAINTENANCE FOR ADDITIONAL USERS WILL BE THE RESPONSIBILITY OF THE
          USER AND WILL REQUIRE AN AGREEMENT BETWEEN THE USER AND THE
          CONTRACTOR, FOLLOWING WRITTEN AGREEMENT AND NOTICE FROM THE COUNTY
          AND THE USER.  THE COUNTY OR OTHER LAW ENFORCEMENT AGENCIES WITHIN
          MINNESOTA WILL IN NO MANNER BE REQUIRED TO ORDER OR PURCHASE ANY OR
          ALL OF THE AFORESAID ADDITIONAL ITEMS NOR SHALL IT IN ANY MANNER BE
          LIABLE FOR NOT SO ORDERING OR PURCHASING.

     3.7  CONTRACT INCREASES, DECREASES AND DELETES:  THE COUNTY MAY DESIRE
          TO INCREASE, DECREASE OR DELETE THE QUANTITIY OF ANY BID ITEM OR
          PURCHASE ANY DELETED OR OPTIONAL ITEM AT A FUTURE DATE.  SUCH
          CHANGES SHALL IN NO WAY INVALIDATE THE CONTRACT.  THE APPROXIMATE
          QUANTITIES OF INITIAL HARDWARE TO BE PURCHASED UNDER THIS
          PROCUREMENT ARE SHOWN IN THE HARDWARE SECTION OF THIS DOCUMENT.
          FOR THE PURPOSE OF QUOTING PRICES, A BID "ITEM" SUCH AS A
          WORKSTATION INCLUDES BOTH HARDWARE AND SOFTWARE.  THE COUNTY WILL
          NOT, FOR EXAMPLE, ELECT TO PURCHASE ONLY THE SOFTWARE PORTION OF A
          BID.  THE COUNTY MAY ELECT TO PURCHASE MORE OR LESS OF AN "ITEM"
          SUCH AS WORKSTATIONS WITH SOFTWARE OR PRINTERS.

          FURTHER, PAYMENT FOR PURCHASES NOT IN THE INITIAL PURCHASE OF
          ADDTIONAL HARDWARE, SOFTWARE, SERVICES, SOFTWARE SUPPORT AND
          CONSULTING, UPGRADES, FEATURES, EXTENDED WARRANTY OR MAINTENANCE
          SHALL BE MADE WITHIN THIRTY DAYS AFTER RECEIPT OF INVOICE OR
          ACCEPTANCE OF ANY SUCH ITEM, WHICHEVER IS LATER.

     3.8  PRICE CHANGES:  THE ORIGINAL BID PRICES SHALL REMAIN IN EFFECT FOR
          A PERIOD OF TWELVE (12) MONTHS.  THEREAFTER PRICE CHANGES SHALL BE
          ALLOWED ONLY IN ACCORDANCE WITH THIS SECTION.  IF THE CONTRACT IS
          EXTENDED, (NOTE: THE BID PRICE IS THEN HELD FIRM FOR AN ADDITIONIAL
          TWELVE (12) MONTHS, AFTER WHICH TIME, THE PRICE MAY BE ADJUSTED
          AGAIN FOLLOWING THE SAME PROCEDURE AND THEREAFTER THROUGHOUT THE
          CONTRACT PERIOD.)  PRICE INCREASES SHALL BE LIMITED TO THE LESSER
          OF THE FOLLOWING:

          1.   SEVEN PERCENT (7%) PER EACH RELEVANT TWELVE (12) MONTH PERIOD;
               OR

          2.   THE PERCENTAGE CHANGE - AS APPLIED TO THE RELEVANT TWELVE
               MONTH PERIOD - IN THE "IMPLICIT PRICE DEFLATOR FOR GOVERNMENT
               PURCHASES OF GOODS AND SERVICES BY TYPE" FOR DURABLE GOODS
               AND/OR

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17 August 1993                  9         Hennepin County Sheriff's Department
                                               Computerized Image Database

<PAGE>

                                                            XImage Corporation
                                                                      Proposal

3    TERMS AND CONDITIONS

     3.8  PRICE CHANGES: (CONTINUED)
               SERVICES AS PUBLISHED IN THE SURVEY OF CURRENT BUSINESS BY THE
               UNITED STATES DEPARTMENT OF COMMERCE/BUREAU OF ECONOMIC
               ANALYSIS, AS ESTABLISHED BY COMPUTING THE DIFFERENCE BETWEEN
               THE INDEX VALUE OF THE QUARTER NEAREST TO THE LAST MONTH OF
               THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE
               RELEVANT TWELVE (12) MONTH PERIOD.

          THE COUNTY SHALL RECEIVE AT LEAST THIRTY (30) DAYS WRITTEN NOTICE,
          PRIOR TO THE END OF THE CURRENT CONTRACT, A NEW PRICE LIST FOR
          CONTRACT EXTENSION.  ADDITIONALLY, EACH ITEM AVAILABLE FROM THE
          SUCCESSFUL CONTRACTOR SHALL BE INCLUDED ON ANY NOTIFICATION
          REGARDLESS OF WHETHER OR NOT THERE IS ANY PRICE CHANGE FOR ANY SUCH
          ITEM.

          NOTHING IN THE ABOVE IS TO BE CONSTRUED AS LIMITING THE BIDDER FROM
          CHARGING A LESSER PRICE THAN THE CURRENT BID PRICE AT ANY TIME
          AFTER AWARD.

          IN THE EVENT THE NEW PRICE FOR A GIVEN ITEM IS CONSIDERED BY THE
          COUNTY TO BE EXCESSIVE, THE COUNTY AT ITS OPTION MAY REBID OR
          PURCHASE FROM EXISTING CONTRACTS FOR THE SAME ITEM.

     3.9  LIQUIDATED DAMAGES, DELAYS AND EXTENSIONS OF TIME:
          TIME BEING AN ESSENTIAL ELEMENT OF THE CONTRACT HEREUNDER IT IS
          HEREBY AGREED THAT THE COUNTY WILL BE ENTITLED TO DAMAGES FOR
          FAILURE ON THE PART OF THE CONTRACTOR TO COMPLETE ITS OBLIGATIONS
          WITHIN THE DATE(S) OR TIME(S) SPECIFIED IN THE SPECIFICATIONS IF
          THE COUNTY DETERMINES THAT AN EXTENSION IS NOT JUSTIFIED; AND WHERE
          UNDER THE CONTRACT AN ADDITIONAL TIME IS ALLOWED FOR THE
          PERFORMANCE OR COMPLETION OF ANY WORK OR OBLIGATION, THE NEW TIME
          LIMIT FIXES BY SUCH EXTENSION SHALL ALSO BE OF THE ESSENCE OF THE
          CONTRACT.  IN VIEW OF THE IMPRACTICALITY AND EXTREME DIFFICULTY OF
          FIXING AND ASCERTAINING THE ACTUAL DAMAGES THE COUNTY WOULD SUSTAIN
          IN SUCH EVENT, THE COUNTY SHALL BE ENTITLED TO $100 PER DAY FOR
          EACH AND EVERY CALENDAR DAY BEYOND THE DATE(S) OR TIME(S)
          STIPULATED IN THESE SPECIFICATIONS FOR ANY DELIVERY, INSTALLATION,
          TURNOVER, UPGRADE/RUN, TRAINING, OR ANY OTHER ACT OR PERFORMANCE
          REQUIRED OF CONTRACTOR.  (FOR WARRANTY AND MAINTENANCE CALL
          RESPONSE DELAYS FOR CRITICAL COMPONENTS, DEFINED AS ALL COMPONENTS
          LISTED IN THE HARDWARE SECTION UNDER FILE SERVER AND THE TAPE
          BACKUP UNIT, THE SUM SHALL BE $50 PER HOUR.  REFER ALSO TO ITEM
          11.5)  THE AFORESAID SPECIFIED AMOUNT(S) SHALL NOT BE CONSTRUED AS
          A PENALTY BUT AS LIQUIDATED DAMAGES FOR ANY SUCH FAILURE ON THE
          PART OF THE CONTRACTOR.  IN ANY SUIT INVOLVING ASSESSMENT OR
          RECOVERY OF LIQUIDATED DAMAGES, THE REASONABLENESS OF THE DAILY OR
          HOURLY CHARGES SHALL BE PRESUMED, AND THE

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3    TERMS AND CONDITIONS

     3.9  LIQUIDATED DAMAGES, DELAYS AND EXTENSIONS OF TIME:

          AMOUNT ASSESSED, AS WELL AS THE CANCELLATION RIGHT REFERENCED IN
          SECTION 3.10, WILL BE IN ADDITION TO EVERY OTHER RIGHT OR REMEDY
          NOW OR HEREINAFTER ENFORCEABLE AT LAW, IN EQUITY, BY STATUTE, OR
          UNDER THE CONTRACT.  ANY SUCH CHARGE AGINST THE CONTRACTOR MAY BE
          DEDUCTED FROM MONIES DUE OR COMING DUE TO CONTRACTOR.  IF SUCH
          MONIES ARE NOT SUFFICIENT TO COVER THE TOTAL AMOUNT ASSESSED,
          CONTRACTOR, AFTER ITS RECEIPT OF BILLING THEREFORE FROM THE COUNTY,
          SHALL PROMPTLY PAY THE COUNTY THE AMOUNT STATED IN SAID BILLING.
          THE COUNTY MAY WAIVE IN WRITING ALL OR ANY PORTION OF THE
          LIQUIDATED DAMAGE ASSESSMENT AFTER THE DATE SERVICES OR OBLIGATIONS
          ARE COMPLETED BY THE CONTRACTOR AND ACCEPTED BY THE COUNTY.

          PERMITTING THE CONTRACTOR TO CONTINUE AND COMPLETE THE SERVICES OR
          OBLIGATIONS OR ANY PART OF THEM AFTER THE STIPULATED TIMES
          THEREFORE SHALL NOT IN ANY WAY OPERATE AS A WAIVER ON THE PART OF
          THE COUNTY OF ITS RIGHTS HEREUNDER.  NO ACT BY THE COUNTY IN
          PURSUING OR EFFECTING ITS RIGHT HEREUNDER SHALL CONSTITUTE A
          FORFEITURE OF THE COUNTY'S RIGHT TO RECOVER LIQUIDATED DAMAGES FROM
          THE CONTRACTOR AND/OR ITS SURETY.

          3.9.1  EXCEPTIONS: THE CONTRACTOR SHALL NOT BE CHARGED WITH
                 LIQUIDATED DAMAGES WHEN ANY SUCH DELAYS OR FAILURE ARE DUE
                 TO:  ANY ACT OR NEGLECT OF THE COUNTY, OR BY ANY OF THE
                 COUNTY'S EMPLOYEES, WRITTEN OR MUTUALLY AGREED TO CHANGES IN
                 THE CONTRACT, LABOR DISPUTES, FIRE, UNUSUAL DELAY IN
                 TRANSPORTATION, ADVERSE WEATHER CONDITIONS NOT REASONABLY
                 ANTICIPATED, UNAVOIDABLE CASUALTIES, OR ANY OTHER CAUSES
                 BEYOND THE CONTRACTOR'S REASONABLE CONTROL AND WITHOUT FAULT
                 OR NEGLIGENCE OF THE CONTRACTOR.  CONTRACT TIME OR
                 PERFORMANCE DATES OR TIMES MAY BE EXTENDED FOR SUCH
                 REASONABLE TIME AS THE COUNTY'S PURCHASING MANAGER MAY
                 DETERMINE.  A CLAIM FOR EXTENSION SHALL NOT BE ALLOWED
                 UNLESS CONTRACTOR, NOT LATER THAN THE END OF THE FIRST
                 COUNTY BUSINESS DAY FOLLOWING THE DAY ON WHICH SAID CLAIM
                 FIRST AROSE, SHALL HAVE TELEPHONED AND INFORMED EITHER OF
                 THE FOLLOWING PERSONS ABOUT THE FULL DETAILS OF THE CAUSE(S)
                 NECESSITATING SUCH A CLAIM:  LT. CHERYL LOOSE
                 (612/348-9648), OR MR. MICHAEL SCANLON AT (612/348-4469).
                 WITHIN SIX (6) CALENDAR DAYS FOLLOWING ANY SUCH PHONE CALL,
                 CONTRACTOR ALSO SHALL SEND TO EACH OF THE COUNTY'S ADDRESSES
                 REFERENCED IN SECTION 3.2 ABOVE A COMMUNICATION SPECIFYING
                 IN DETAIL THE CAUSE(S) OF THE DELAY.

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3    TERMS AND CONDITIONS

          3.9.2  NOT VALID EXCEPTIONS:  THE CIRCUMSTANCES OR CONDITIONS WHICH
                 SHALL NOT BE CONSIDERED VALID REASONS FOR THE GRANTING OF TIME
                 EXTENSIONS INCLUDE BUT ARE NOT IN ANY MANNER WHATSOEVER LIMITED
                 TO THE FOLLOWING:

                 1. ANY PLEA BY THE CONTRACTOR THAT INSUFFICIENT TIME WAS
                    ALLOWED IN THE CONTRACT AWARDED.

                 2. DELAYS CAUSED BY CONDITIONS THAT COULD BE FORESEEN OR
                    ANTICIPATED PRIOR TO BIDDING.

                 3. UNREASONABLE DELAYS DUE TO SLOW DELIVERY OF MATERIAL FROM
                    THE SUPPLIER OR FABRICATOR RESULTING FROM LATE ORDERING,
                    UNRELIABLE SOURCE SELECTION, REASONS OF PRIORITY, FINANCIAL
                    CONSIDERATION, OR OTHER CAUSES WITHIN THE POWER OF THE
                    CONTRACTOR OR SUPPLIERS TO OVERCOME, WHEN THE MATERIAL IS
                    AVAILABLE IN WAREHOUSE STOCK AT ANY REALISTIC SOURCE.

                 4. DELAYS DUE TO THE CONTRACTOR'S FAILURE TO PROVIDE SUFFICIENT
                    FORCES TO MAINTAIN SATISFACTORY PROGRESS IN COMPLETING THE
                    CONTROLLED ITEMS OF WORK.

          3.9.3  PERFORMANCE:  FINAL ACCEPTANCE SHALL BE COMPLETED WITHIN ONE
                 HUNDRED EIGHTY (180) DAYS AFTER THE DATE SPECIFIED IN THE
                 NOTICE TO PROCEED.  THE COUNTY'S PROJECT MANAGER WILL, AT NO
                 COST OR ANY OTHER LIABILITY TO THE COUNTY, HAVE THE RIGHT TO
                 DIRECT IN WRITING THAT THE CONTRACTOR DELAY THE ACTUAL
                 COMMENCEMENT OF THE WORK TO BE PERFORMED OR SUSPEND OR DELAY
                 WORK BEING PERFORMED IN THE EVENT ANY OF THE FOLLOWING OCCUR:
                 WRITTEN OR MUTUALLY AGREED TO CHANGES IN THE CONTRACT, LABOR
                 DISPUTES, FIRE, UNUSUAL DELAY IN TRANSPORTATION, ADVERSE
                 WEATHER CONDITIONS NOT REASONABLY ANTICIPATED, UNAVOIDABLE
                 CASUALTIES, OR ANY OTHER CAUSES BEYOND THE COUNTY'S REASONABLE
                 CONTROL.  THE CONTRACTOR SHALL BE GRANTED AN EXTENSION OF THE
                 COMPLETION TIME EQUAL TO THE NUMBER OF WORKING DAYS DELAYED
                 DUE TO COMPLIANCE WITH THE DIRECTION TO DELAY OR SUSPEND.

     3.10 RIGHT OF CONTRACT CANCELLATION:  IF DURING SAID PERIOD THE CONTRACTOR
          FAILS TO CURE SUCH DELAY OR FAILURE IN PERFORMANCE, THE PROVISIONS OF
          THIS SECTION SHALL NOT PRECLUDE THE COUNTY FROM CANCELING OR
          TERMINATING THE CONTRACT REGARDLESS OF ANY ACT OR EVENT BEYOND
          CONTRACTOR'S REASONABLE CONTROL, AS AFORESAID, PROVIDED THAT THE
          COUNTY SHALL HAVE GIVEN THE CONTRACTOR THIRTY (30) DAYS PRIOR WRITTEN
          NOTICE OF THE COUNTY'S INTENTION TO SO CANCEL OR TERMINATE.

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                                                            XImage Corporation
                                                                      Proposal


3    TERMS AND CONDITIONS

     3.11 PERFORMANCE BONDING:  A PERFORMANCE BOND SHALL BE REQUIRED.  THE BOND
          SHALL BE FOR THE AMOUNT OF THE ACCEPTED BID, AND IT SHALL BE
          MAINTAINED THROUGH WRITTEN FINAL ACCEPTANCE OF THE SYSTEM.

     3.12 DESIGNATED CONTRACTOR'S PROJECT MANAGER:  CONTRACTOR SHALL DESIGNATE
          FROM THE CONTRACTOR'S COMPANY A CONTRACTOR PROJECT MANAGER WHO SHALL
          BE ACCOUNTABLE AND DIRECTLY ACCESSIBLE TO THE COUNTY REGARDING THE
          PERFORMANCE, PROGRESS AND COMPLETION OF ALL PHASES OF WORK THROUGH
          FINAL ACCEPTANCE AND WARRANTY PERIOD.  SPECIFICALLY, THE CONTRACTOR'S
          PROJECT MANAGER SHALL OVERSEE THE PROJECT ON BEHALF OF THE CONTRACTOR
          FOR THE FOLLOWING PROJECT RESPONSIBILITIES:  IMPLEMENTATION SCHEDULES,
          THE QUALITY OF WORKMANSHIP IN INSTALLATION, THE PERFORMANCE AND
          QUALITY OF ALL HARDWARE AND SOFTWARE, TRAINING, SERVICES AND MATERIALS
          WITHIN THE SYSTEM, AND RECEIVING ON BEHALF OF THE CONTRACTOR WRITTEN
          DIRECTIONS AND/OR INSTRUCTION FROM THE COUNTY'S PROJECT MANAGER.

     3.13 SECURITY CLEARANCE:  HENNEPIN COUNTY SHERIFF'S OFFICE SECURITY
          CLEARANCE IS REQUIRED FOR ALL PERSONS ACCESSING SYSTEM DATA,
          PERFORMING SYSTEM INSTALLATION AND/OR MAINTENANCE.  NO PERSONAL
          APPEARANCE WILL BE REQUIRED PROVIDED A PHOTO AND FINGERPRINTS CAN BE
          OBTAINED VIA ANOTHER LAW ENFORCEMENT AGENCY.

     3.14 TECHNICAL ASSISTANCE:  THE CONTRACTOR SHALL PROVIDE NECESSARY
          ENGINEERING OR FACTORY TECHNICAL ASSISTANCE REQUIRED BY THE COUNTY FOR
          PROPER OPERATION OF THE CONTRACTOR'S HARDWARE AND SOFTWARE DURING THE
          INSTALLATION, TRAINING, ACCEPTANCE, AND WARRANTY PERIODS SPECIFIED IN
          THE DOCUMENT, ANY MAINTENANCE PERIODS, AND FUTURE PROJECTS CONTRACTED.

     3.15 RESOLUTION OF QUESTIONS AND ISSUES:  EXCEPT AS OTHERWISE PROVIDED IN
          THIS DOCUMENT OR THE CONTRACT, THE COUNTY'S PROJECT MANAGER SHALL BE
          RESPONSIBLE FOR DECIDING ALL QUESTIONS AND ISSUES WHICH ARISE WITH
          RESPECT TO INTERPRETATION OF SYSTEM REQUIREMENTS AND DOCUMENTATION.
          RESOLUTION OF SUCH QUESTIONS AND ISSUES SHALL BE FINAL AND SHALL BE
          FURNISHED TO THE CONTRACTOR IN WRITING.  THE CONTRACTOR SHALL PROCEED
          WITH OF NON-AFFECTED TASKS PENDING THE PROJECT MANAGER'S DECISION.

     3.16 PROJECT REPORTING:  THE CONTRACTOR SHALL SUBMIT BIMONTHLY PROGRESS
          REPORTS IN WRITING TO THE COUNTY PROJECT MANAGER ON THE STATUS AND
          PROGRESS OF THE PROJECT.  THE REPORTS SHALL INCLUDE THE FOLLOWING AS A
          MINIMUM:  WORK COMPLETED TO DATE, PROBLEMS ENCOUNTERED ALONG WITH
          PROPOSED SOLUTIONS, WORK ESTIMATED TO BE ACCOMPLISHED DURING THE
          COMING PERIOD, AND OTHER POINTS CONCERNING THE SCHEDULING OF THE
          PROJECT.  PROJECT IMPLEMENTATION COORDINATION MEETINGS SHALL BE


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                                                            XImage Corporation
                                                                      Proposal


3    TERMS AND CONDITIONS

     3.16 PROJECT REPORTING:  (CONTINUED)

          HELD, AS REQUESTED BY THE COUNTY PROJECT MANAGER, WITH THE
          CONTRACTOR'S PROJECT MANAGER AND OTHER NECESSARY CONTRACTOR'S STAFF AS
          IS DEEMED APPROPRIATE BY THE COUNTY.

     3.17 SUBCONTRACTING:  THE CONTRACTOR SHALL NOT ASSIGN, SUBLET, TRANSFER OR
          PLEDGE THIS CONTRACT AND/OR THE SERVICES TO BE PERFORMED HEREUNDER,
          WHETHER IN WHOLE OR IN PART, WITHOUT THE PRIOR WRITTEN CONSENT OF THE
          COUNTY.  THE CONTRACTOR SHALL BE FULLY RESPONSIBLE FOR THE ACTS,
          OMISSIONS, AND FAILURES OF HIS/HER SUBCONTRACTORS TO PERFORM ITS
          SERVICES IN ACCORDANCE WITH THIS CONTRACT.  CONTRACTS BETWEEN THE
          CONTRACTOR AND THE SUBCONTRACTOR SHALL BE IN ACCORDANCE WITH THE TERMS
          AND CONDITIONS OF THIS CONTRACT.  THE COUNTY SHALL ASSUME NO
          CONTRACTUAL RELATIONSHIP WITH SUBCONTRACTORS.

     3.18 RISK OF LOSS:  THE COUNTY SHALL BE RELIEVED FROM ALL RISKS OF LOSS OR
          DAMAGE TO THE EQUIPMENT AND SOFTWARE DURING PERIODS OF
          TRANSPORTATION/SHIPPING AND INSURANCE, INSTALLATION, TESTING AND
          TRAINING AND DURING THE ENTIRE TIME THE EQUIPMENT AND SOFTWARE ARE IN
          THE POSSESSION OF THE COUNTY UNTIL FINAL ACCEPTANCE OF THE SYSTEM BY
          THE COUNTY.  AT SUCH TIME THE RISK OF LOSS OR DAMAGE TO SAID EQUIPMENT
          AND SOFTWARE SHALL PASS TO THE COUNTY.

          THE CONTRACTOR SHALL NOT BE RESPONSIBLE FOR DAMAGE TO THE EQUIPMENT
          AND SOFTWARE OCCASIONED BY NEGLIGENCE OF THE COUNTY OR ITS EMPLOYEES
          OR THEFT FROM COUNTY PREMISES.

     3.19 DELETED PER HENNEPIN COUNTY ADDENDUM NO. 1 DATED 7/21/93.

     3.20 DELIVERY AND INSTALLATION:

          3.20.1 THE EQUIPMENT INCLUDED IN THESE SPECIFICATIONS (EXCEPT FOR
                 POWER, TELEPHONES, NETWORK, AND HEATING/COOLING) SHALL BE
                 COMPLETELY INSTALLED BY THE CONTRACTOR SO THAT A FULLY
                 OPERATIONAL SYSTEM IS PROVIDED.  ALL INSTALLATION SERVICES,
                 LABOR, ENGINEERING AND SUPERVISION SHALL BE PROVIDED BY THE
                 CONTRACTOR AND/OR SUBCONTRACTOR.

          3.20.2 ALL INSTALLATION PRACTICES SHALL BE IN ACCORDANCE WITH, BUT NOT
                 LIMITED TO, THE SPECIFICATIONS AND DRAWINGS AND SHALL BE
                 APPROVED IN ADVANCE BY THE COUNTY PRIOR TO BEGINNING WORK.
                 INSTALLATION SHALL BE PERFORMED IN ACCORDANCE WITH LOCAL
                 STANDARDS


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                                                            XImage Corporation
                                                                      Proposal

3  TERMS AND CONDITIONS

        3.20.2 (CONTINUED)

               AND CODES. IN ADDITION, APPARATUS, LINES, AND EQUIPMENT
               INSTALLATION INVOLVING TELEPHONE SYSTEMS SHALL CONFORM TO THE
               APPLICABLE REQUIREMENTS OF THE LOCAL TELEPHONE COMPANY INCLUDING
               AUDIO LEVELS IMPRESSED ON ANY TELEPHONE LINES.

        3.20.3 THE INITIAL SYSTEM SHALL BE DELIVERED AND INSTALLED WITHIN 180
               (ONE HUNDRED EIGHTY) DAYS OF NOTICE TO PROCEED. ALL SYSTEM
               REQUIREMENTS IN THESE SPECIFICATIONS SHALL BE COMPLETED PRIOR
               TO FINAL SYSTEM TESTING. SYSTEM TESTING FOR FINAL ACCEPTANCE
               SHALL COMMENCE NO LATER THAT THE 180TH DAY, EXCEPT WHERE
               EXTENSIONS OF TIME HAVE BEEN GRANTED PURSUANT TO THESE
               SPECIFICATIONS.

               SUBSEQUENT PURCHASES SHALL BE DELIVERED AND INSTALLED WITHIN 60
               (SIXTY) DAYS OF PLACING ORDERS.

        3.20.4 DELIVERIES SHALL BE MADE TO: HENNEPIN COUNTY SHERIFF'S
               DEPARTMENT, ROOM 36 CITY HALL, 350 SOUTH 5TH STREET, MINNEAPOLIS,
               MINN. 55415. A 3 DAY NOTICE SHALL BE MADE TO THE COUNTY PROJECT
               MANAGER OF THE DATES OF DELIVERY.

        3.20.5 EQUIPMENT SHALL NOT BE DELIVERED TO THE COUNTY MORE THAN 30
               DAYS BEFORE SCHEDULED INSTALLATION. THE JAIL DOES NOT HAVE
               STORAGE SPACE FOR LARGE SHIPMENTS. STORAGE OF EQUIPMENT PRIOR TO
               ACCEPTANCE OF DELIVERY (SITE LOCATION AND COSTS) SHALL BE THE
               CONTRACTOR'S EXPENSE.

        3.20.6 PRELIMINARY INSPECTION: ALL HARDWARE SHALL BE VISUALLY
               INSPECTED BY THE COUNTY PROJECT MANAGER OR HIS/HER DESIGNEE'S
               UPON RECEIPT TO DETERMINE OBVIOUS DAMAGE.

        3.20.7 DESIGN/MANUFACTURE: ALL HARDWARE AND SOFTWARE SHALL BE NEW AND
               THE MANUFACTURER'S LATEST DESIGN OF THE MODEL PRESENTLY IN
               PRODUCTION. EQUIPMENT AND MATERIALS FURNISHED BY THE BIDDER
               HAVING DEFECTS, CORROSION OR SCRATCHES WHICH TEND TO PRESENT AN
               "OTHER THAN NEW" APPEARANCE OR WHICH DO NOT COMPLY WITH CONTRACT
               SPECIFICATIONS SHALL BE PROMPTLY REPLACED OR SUCH DEFECTS
               PROMPTLY CORRECTED BY THE BIDDER AT NO COST TO THE COUNTY.

               IF UPON INITIAL INSPECTION OF THE HARDWARE SUPPLIED, MORE THAN
               TEN PERCENT (10%) OF THE TOTAL QUANTITY OF ANY BID ITEM IS FOUND
               TO BE DEFECTIVE AND/OR DAMAGED, THE COUNTY RESERVES

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17 August 1993                 15         Hennepin County Sheriff's Department
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                                                            XImage Corporation
                                                                      Proposal

3 TERMS AND CONDITIONS

        3.20.7 DESIGN/MANUFACTURE: (CONTINUED)

               THE RIGHT TO REJECT THE ENTIRE SHIPMENT OF THE ITEM TO THE
               CONTRACTOR AT THE CONTRACTOR'S SOLE EXPENSE.

               NOTWITHSTANDING THE FOREGOING, THE COUNTY MAY REJECT ANY
               COMPONENT OR ITEM IT DETERMINES TO BE DEFECTIVE. ALSO, THE COUNTY
               SHALL NOT BE DEEMED TO HAVE ACCEPTED ANY COMPONENT OR ITEM OF
               HARDWARE OR SOFTWARE UNTIL IT HAS MET THE COUNTY'S PERFORMANCE
               TEST PURSUANT TO THESE SPECIFICATIONS, PROVIDED THAT THE COUNTY
               MAY REVOKE ACCEPTANCE FOR ANY COMPONENT OR ITEM THE COUNTY
               SUBSEQUENTLY DETERMINES TO BE DEFECTIVE AS SPECIFIED IN SECTIONS
               11.15.

     3.21 PAYMENT:

          PAYMENTS TO THE CONTRACTOR FOR THE GOODS AND SERVICES HEREUNDER SHALL
          BE MADE BASED ON SUCCESSFUL COMPLETION OF THE STATE OF
          DEVELOPMENT/SERVICES SET FORTH IN THE FOLLOWING SCHEDULE. THE
          CONTRACTOR SHALL INVOICE THE COUNTY AN AMOUNT EQUAL TO THE PERCENTAGE,
          AS SET FORTH BELOW.

          (1)  SYSTEM DESIGN DOCUMENT                                       20%

               A PAYMENT OF TWENTY PERCENT WILL BE PAID THIRTY DAYS AFTER THE
               COMPLETION AND ACCEPTANCE OF THE SYSTEM DESIGN DOCUMENT OR UPON
               RECEIPT OF AN APPROPRIATE INVOICE THEREFORE, WHICHEVER IS LATER.

               SYSTEM DESIGN DOCUMENT INCLUDES, BUT IS NOT LIMITED TO, COMPLETED
               IMPLEMENTATION PLAN, LOGICAL NETWORK DESIGN, DATABASE DESIGNS,
               SCREEN/MENU DESIGNS, REPORT DESIGNS AND SECURITY PLAN.

          (2)  SYSTEM DELIVERY                                              40%

               A PAYMENT OF FORTY PERCENT WILL BE MADE WITHIN THIRTY DAYS AFTER
               EITHER DELIVERY OF ALL ITEMS OR THE RECEIPT OF AN APPROPRIATE
               INVOICE THEREFORE, WHICHEVER IS LATER.

          (3)  COUNTY ACCEPTANCE OF SYSTEM FUNCTIONS                        20%

               AN ADDITIONAL TWENTY PERCENT WILL BE PAID WITHIN THIRTY DAYS
               AFTER THE COMPLETION OF ACCEPTANCE OF SYSTEM FUNCTIONS ARE
               ACCEPTED OR UPON RECEIPT OF AN APPROPRIATE INVOICE THEREFORE,
               WHICHEVER IS LATER.

               SYSTEM FUNCTION TESTS INCLUDE, BUT ARE NOT LIMITED TO, LOAD
               TESTING AND DEMONSTRATING THE

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3 TERMS AND CONDITIONS

     3.21 PAYMENT: (CONTINUED)

               ABILITY TO PERFORM ALL SPECIFIED FUNCTIONS AND PRODUCE IMAGES AND
               PRINTED FORMS OF THE SAME QUALITY AS SUBMITTED WITH THE BID IN
               THE INSTALLED ENVIRONMENT. THE COUNTY'S PROJECT MANAGER WILL SEND
               WRITTEN NOTICE TO THE CONTRACTOR OF ACCEPTANCE OF SYSTEM
               FUNCTIONS.

          (4)  FINAL ACCEPTANCE OF SYSTEM                                   20%

               THE REMAINING TWENTY PERCENT WILL BE PAID WITHIN THIRTY DAYS
               AFTER EITHER THE COUNTY'S ACCEPTANCE OF THE SYSTEM, OR THE
               RECEIPT OF AN APPROPRIATE INVOICE, WHICHEVER IS LATER.

               FINAL COUNTY ACCEPTANCE WILL BE DEPENDENT UPON THE SYSTEM
               RESPONSE TEST THAT WILL BE CONDUCTED FOR A PERIOD OF 30 DAYS
               COMMENCING THE DATE THE SYSTEM IS IN PRODUCTION. THE SYSTEM WILL
               BE EVALUATED FOR EASE OF USE, ASSOCIATED DOCUMENTATION AND VENDOR
               SUPPORT. THE SYSTEM SHALL PROVIDE 30 DAYS OF NORMAL ACTIVITY WITH
               NO FAILURES. FINAL ACCEPTANCE WILL BE BASED UPON SATISFACTORY
               PERFORMANCE IN THE PRODUCTION ENVIRONMENT. IN THE EVENT THE
               SYSTEM FAILS TO PASS ANY OF THE ACCEPTANCE TESTS, THE CONTRACTOR
               WILL HAVE 3 CALENDAR DAYS IMMEDIATELY THEREAFTER IN WHICH TO
               CORRECT THE DEFECTS. IN THE EVENT THE DEFECTS ARE NOT CORRECTED,
               THE COUNTY MAY ELECT TO CANCEL THIS AGREEMENT AND TAKE OTHER
               ACTIONS AS MAY BE APPROPRIATE.

               ALL TRAINING, OPERATIONAL AND EQUIPMENT MANUALS SHALL REFLECT THE
               CURRENT SYSTEM AS INSTALLED AND BE FREE OF ERRORS BEFORE THIS
               LAST PAYMENT WILL BE MADE.

               ALL TRAINING REQUIREMENTS SHALL BE MET PRIOR TO FINAL ACCEPTANCE
               OF THE SYSTEM.

               UPON SUCCESSFUL COMPLETION OF EVERY ELEMENT OF THE ACCEPTANCE
               TEST, THE COUNTY WILL PROVIDE A WRITTEN NOTICE OF FINAL
               ACCEPTANCE OF THE SYSTEM.

               *****************************************************************
               Because of the size and complexity of the system proposed for
               Hennepin County we request that Hennepin County allow for minor
               disturbances within the system hardware and software. Our systems
               have impressed our clients with an up time of over 99% on
               average.
               *****************************************************************

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17 August 1993                  17        Hennepin County Sheriff's Department
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                                                            XImage Corporation
                                                                      Proposal

4    GENERAL REQUIREMENTS

     4.1  MINIMUM BIDDER QUALIFICATIONS: THE BIDDER MUST HAVE ENGAGED IN
          BUSINESS FOR A PERIOD OF NO LESS THAN 3 YEARS AND MUST HAVE A
          MINIMUM OF 4 PHOTO IMAGE SYSTEMS FOR LAW ENFORCEMENT THAT HAVE BEEN
          IN PRODUCTION FOR A PERIOD OF AT LEAST 1 YEAR ON THE DAY OF THE BID
          OPENING. THE BIDDER SHOULD ALSO HAVE AT LEAST ONE OPERATIONAL
          SYSTEM WITH A TWO WAY DATA EXCHANGE TO AN IBM MAINFRAME. THE BIDDER
          MUST PROVIDE A LIST OF THEIR SYSTEMS PRESENTLY IN OPERATION AND
          BEING INSTALLED AND DESCRIBE THE GENERAL CONFIGURATION, SIZE, AND,
          WHERE IT APPLIES, THE INTERFACE OF THE SYSTEMS ON APPENDIX "A".

          XImage Corporation has over 20 years of combined system operation.
          The ForceField system is currently operational at 25 sites, 24
          hours a day 365 days a year. We have installations pending at 4
          additional agencies. These systems are responsible for over 500,000
          criminal bookings per year, or over 1,300 per day. During this time
          we have compiled an impressive "Who's Who of Law Enforcement
          Agencies" worldwide. In addition to our many installations within
          the United States, we also have installations in progress in
          Montreal, Canada as well as the Country of Kuwait. The system in
          Kuwait, used for population registration, will be able to store and
          retrieve 2 million images.

          XImage Corporation has 14 photo image systems for law enforcement
          that have been operational for over 1 year. Our first installation
          in Orange County, Florida has been operational for four and
          one-half years. Our system installed at the Indianapolis Police
          Department has two way data exchange between their ForceField
          system and IBM 3090 mainframe. Please see our complete reference
          list in appendix "A".

     4.2  THE SUCCESSFUL BIDDER MUST SUBMIT A CURRENT ANNUAL REPORT AND
          FINANCIAL STATEMENT. IF THE BIDDER DESIRES THAT THE ENTIRETY OF
          SUCH DOCUMENTS BE KEPT CONFIDENTIAL, IT SHALL CLEARLY STATE ON THE
          COVER OR FIRST PAGE OF EACH DOCUMENT THE WORDS "TRADE SECRET
          INFORMATION". IF, HOWEVER, DATA IN ANY SUCH DOCUMENT IS CUSTOMARILY
          TREATED AS OR LEGALLY REQUIRED TO BE PUBLIC INFORMATION, BIDDER
          SHALL DESIGNATE AS TRADE SECRET ONLY SUCH DATA WHICH ARE NOT
          CUSTOMARILY TREATED AS OR LEGALLY REQUIRED TO BE PUBLIC.

          XImage Corporation has provided a current financial statement for
          review by the Hennepin County Purchasing Department ONLY. As XImage
          Corporation is a privately held corporation we wish that this
          document be kept in strict confidence and have marked it as such.

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17 August 1993                 18         Hennepin County Sheriff's Department
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                                                            XImage Corporation
                                                                      Proposal

4    GENERAL REQUIREMENTS

     4.3  CALPHOTO STANDARD: ANY SYSTEM QUOTED MUST MEET OR EXCEED CALPHOTO
          STANDARDS. SEE APPENDIX "B". WHERE COUNTY SPECIFICATIONS EXCEED
          CALPHOTO, THE COUNTY SPECIFICATION MUST BE MET.

    - >   The system proposed by XImage Corporation EXCEEDS the CAL-PHOTO
          standards as set forth in Appendix "B". Where the County's
          specifications exceed CAL-PHOTO specification, the County's
          specifications have been MET or EXCEEDED.

     4.4  RELIABILITY: THE SYSTEM WILL BE VITAL TO THE IDENTIFICATION OF
          ARRESTEES AND SUSPECTS. IT WILL BE SUBJECTED TO CONTINUOUS HEAVY-DUTY
          USE 24 HOURS EVERY DAY. IT SHALL THEREFORE BE DESIGNED TO VERY HIGH
          STANDARDS OF RELIABILITY AND AVAILABILITY.

          CONTINGENT UPON FULL POWER AND NETWORK AVAILABILITY, THE GENERAL
          QUANTITATIVE REQUIREMENT IS THAT THE SYSTEM MUST BE AVAILABLE 99%
          OF THE TIME. THE SYSTEM WILL BE CONSIDERED "AVAILABLE" ONLY WHEN
          SUPPORTING ALL OF ITS MAJOR FUNCTIONS IN FULLY AUTOMATIC MODE AND
          MEETING ALL OF ITS RESPONSE TIME AND THROUGHPUT REQUIREMENTS.
          "MAJOR FUNCTIONS" INCLUDE IMAGE CAPTURE AND UPDATING, HISTORY FILE
          UPDATING, IMAGE RETRIEVAL, SEARCHING, PRINTING, LINEUPS, ACTIVITY
          LOGGING, AND PERFORMANCE MONITORING.

          THE EQUIPMENT CONFIGURATION SHOULD UTILIZE ENOUGH REDUNDANCY TO
          ENSURE THAT NO SINGLE DEVICE OR COMPONENT FAILURE OR OUTAGE WILL
          DISABLE THE ENTIRE SYSTEM OR THE FOLLOWING FUNCTIONS: DATA CAPTURE,
          IMAGE CAPTURE AT BOOKING WORKSTATIONS, 3270 EMULATION AND PRINTING
          OF INITIAL BOOKING FORMS, WHICH ARE THE PROPERTY SHEET, MEDICAL
          SCREENING FORM, STRIP-SEARCH AUTHORIZATION, CLASSIFICATION FORM AND
          PHOTO CARDS. FOR EXAMPLE, IF THE FILE SERVER IS INOPERABLE, THE
          WORKSTATIONS SHALL BE ABLE TO CONTINUE CAPTURING IMAGES AND BOOKING
          DATA.

          THE SYSTEM MUST BE CAPABLE OF CONTINUED OPERATION IN DEGRADED MODES.

          Based on actual performance statistics of our current sites XImage
          Corporation feels the system, contingent upon full power and
          network availability, WILL be available 99% of the time. In
          addition, the system WILL be capable of continued operation in
          degraded modes.

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17 August 1993                 19         Hennepin County Sheriff's Department
                                               Computerized Image Database

<PAGE>

                                                            XImage Corporation
                                                                      Proposal

4    GENERAL REQUIREMENTS

     4.5  THE BIDDER MUST QUOTE THE PRICE FOR A COMPLETE INSTALLATION OF A
          TURNKEY PHOTO IMAGING SYSTEM, RUNNING ON THE COUNTY SUPPLIED IBM
          TOKEN RING LAN IN A "WINDOWED" TRUE MULTITASKING ENVIRONMENT.

          XImage Corporation has quoted the price for a complete installation
          of a turnkey photo imaging system, running on the County supplied
          IBM token ring LAN in a "windowed" true multitasking environment.
          Please see our itemized pricing schedules in the appendix of this
          document.

     4.6  BIDDERS MUST QUOTE A SYSTEM WHICH INCLUDES ALL HARDWARE AND
          SOFTWARE REQUIRED TO SUPPORT THE GROWTH PATTERN FOR THREE YEARS BASED
          ON INFORMATION PROVIDED HEREIN (NUMBER OF PHOTOS, DATA BASES,
          HARDWARE CONFIGURATION, ETC.).

          XImage Corporation has quoted a system which includes all hardware
          and software required to support the growth pattern for three years
          based on information provided herein (number of photos, data bases,
          hardware configuration, etc.).

     4.7  IMPLEMENTATION PLANS:

          BIDDERS MUST DESCRIBE THE MAKEUP OF THE INSTALLATION TEAM INCLUDING
          A GENERAL TIME SCHEDULE AND LENGTH OF TIME A REPRESENTATIVE REMAINS
          ON-SITE.

          WITHIN SEVEN (7) DAYS OF THE DATE OF THE NOTICE TO PROCEED LETTER,
          THE CONTRACTOR SHALL DESIGNATE A PROJECT MANAGER AND SHALL PREPARE
          AND SUBMIT TO THE COUNTY A GENERAL SYSTEM IMPLEMENTATION PLAN. THE
          PLAN SHALL DISPLAY THE PROGRESSION OF EVENTS LEADING TO THE TIMELY
          INSTALLATION AND COMPLETION OF THE SYSTEM. WITHIN THIRTY (30) DAYS
          OF THE DATE OF THE NOTICE TO PROCEED LETTER, THE CONTRACTOR SHALL
          SUBMIT A DETAILED IMPLEMENTATION PLAN. THE PLAN SHALL INCLUDE, AT A
          MINIMUM, THE REQUIRED NETWORK CONFIGURATION, PROVISIONS FOR
          PRELIMINARY SYSTEM DESIGN (ANY CUSTOMIZATION REQUIREMENT NOT IN
          CONTRACTOR'S CURRENT VERSION SHALL BE DEMONSTRATED PRIOR TO ANY
          DELIVERY OF SOFTWARE OR HARDWARE, IF REQUIRED BY THE COUNTY),
          HARDWARE AND SOFTWARE DELIVERY, SET UP (INSTALLATION) SCHEDULE,
          TRAINING PLANS, TEST PLANS AND CHANGEOVER PLANS AND THE DATES FOR
          COMPLETION OF EACH PHASE. THE IMPLEMENTATION PLANS SHALL BE
          CONSISTENT WITH THE COUNTY'S SPECIFICATIONS AND THE CONTRACTOR'S
          ACCEPTED BID PROPOSAL.

          When accepted and approved by the County, the implementation plans
          shall be the documentation for measuring contract performance and
          progress and as such shall become a contract document to which the
          contractor shall adhere.

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17 August 1993                 20         Hennepin County Sheriff's Department
                                               Computerized Image Database

<PAGE>
                                                            XImage Corporation
                                                                      Proposal

4    GENERAL REQUIREMENTS

     4.7  IMPLEMENTATION PLANS:

     XImage Corporation is proud of its many associates who contribute a
     broad spectrum of experience and dedication to our organization. This
     dedication ensures expert and timely installation of our ForceField
     Computerized Image Database Management Systems. Our talent has been
     proven with over twenty-five local, county and state law enforcement
     agency installations of varying complexity. Our expertise is providing
     large law enforcement agencies with a system which will meet their needs
     today, while remaining flexible enough to accommodate growth their
     agencies will experience in the future.

<TABLE>
<CAPTION>

                                                    YEARS W/    RELATED
     NAME                TITLE                      COMPANY    EXPERIENCE
     ----                ----                       --------   -----------
     <S>                 <C>                        <C>        <C>
     Mr. Ken Claybaugh   Director Product Support     1.0         30.0
</TABLE>

     Mr. Claybaugh, Director Product Support and Customer Services is
     directly responsible for managing the product support planning and
     implementation programs here at XImage. He has direct responsibility for
     customer training at the client site, as well as at the XImage training
     facility located in San Jose, California. Mr. Claybaugh has a Bachelor
     of Science degree in Business from Indiana State University and has
     completed advanced coursework at the University of Michigan, Princeton
     and Stanford Universities.

<TABLE>
<CAPTION>

                                                    YEARS W/    RELATED
     NAME                TITLE                      COMPANY    EXPERIENCE
     ----                ----                       --------   -----------
     <S>                 <C>                        <C>        <C>
     Mr. Scott Holt      Installation Manager         6.0          6.0
</TABLE>

     Mr. Holt is responsible for the timely management of ForceField System
     installations. Dependant on the system configuration and installation
     time line, he is usually assisted by one or more installation
     specialists. Scott will be the main point of contact regarding most
     system installation needs.

<TABLE>
<CAPTION>

                                                    YEARS W/    RELATED
     NAME                TITLE                      COMPANY    EXPERIENCE
     ----                ----                       --------   -----------
     <S>                 <C>                        <C>        <C>
     Mr. Wayne Okuma     Senior System Programmer     6.0          8.0
</TABLE>

     Mr. Okuma's functions include ForceField system enhancements, and client
     support. As part of his client support responsibilities, Wayne is
     usually included as part of the XImage field installation team. He holds
     a Bachelor of Science degree in Computer Science from the University of
     Arizona.

<TABLE>
<CAPTION>

                                                    YEARS W/    RELATED
     NAME                TITLE                      COMPANY    EXPERIENCE
     ----                ----                       --------   -----------
     <S>                 <C>                        <C>        <C>
     Mr. Richard Hair    Software Engineer            3.0          3.5
</TABLE>

     Mr. Hair, a specialist in the Forcefield customer support, is also
     usually included as part of the installation team, especially when
     remote networked ImageStations are part of the planned installation. He
     holds a Bachelor of Science degree in Computer Science from the
     University of Texas at Arlington.


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17 August 1993                  21        Hennepin County Sheriff's Department
                                               Computerized Image Database
<PAGE>
                                                            XImage Corporation
                                                                      Proposal

4    GENERAL REQUIREMENTS

     4.7  IMPLEMENTATION PLANS:

          Within seven days of the date of the Notice to Proceed letter,
          XImage Corporation WILL designate a Project Manager and shall
          prepare and submit to the County a general system implementation
          plan. The plan shall display the progression of events leading to
          the timely installation and completion of the System. Within thirty
          days of the date of the Notice to Proceed letter, XImage
          Corporation WILL submit a detailed implementation plan. The plan
          shall include at a minimum, the required network configuration,
          provisions for preliminary system design (any customization
          requirement not in XImage Corporation's current version shall be
          demonstrated prior to any delivery of software or hardware, if
          required by the County), hardware and software delivery, set up
          (installation) schedule, training plans, test plans and changeover
          plans and the dates for completion of each phase. The
          implementation plans shall be consistent with the County's
          specifications and XImage Corporation's accepted bid proposal.

          WE UNDERSTAND when accepted and approved by the County, the
          implementation plans shall be the documentation for measuring
          contract performance and progress and as such shall become a
          contract document to which XImage Corporation shall adhere.


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17 August 1993                  22        Hennepin County Sheriff's Department
                                               Computerized Image Database
<PAGE>

                                                            XImage Corporation
                                                                      Proposal

5    SYSTEM FUNCTIONS  (SEE ALSO 8.3)

     5.1  IMAGE CAPTURE:

          5.1.1    IMAGE MUST BE CAPTURED AND DISPLAYED AT LEAST AS A 24-BIT
                   COLOR DIGITAL IMAGE.

                   Image WILL be captured and displayed as a 24-bit color
                   digital image. As requested in subsequent sections, we
                   have provided pricing on 16-bit capture and display.

              - >  Please see the enclosed pricing and print samples for
                   information on our 16-bit system. This system represents a
                   significant cost savings to Hennepin County with excellent
                   print quality.

              - >  We have captured images in 16-bit and 24-bit color printed
                   on the Kodak SV6600 dye sublimation printer. We are
                   currently developing print drivers for 24-bit images for
                   other offered printers. These Kodak samples provide a
                   graphical representation of what can be expected from
                   other printers offered by XImage Corporation.

          5.1.1.1  MUST UTILIZE THE JPEG STANDARD COMPRESSION IN LESS THAN 4
                   SECONDS.

                   The system WILL utilize the JPEG standard compression in
                   less than 4 seconds.

          5.1.1.2  MUST BE ABLE TO COMPRESS THE IMAGE IN A RATIO RANGE FROM
                   10-TO-1 TO 20-TO-1. THE SUCCESSFUL BIDDER SHALL WORK WITH
                   THE COUNTY TO DETERMINE OPTIMUM RATIOS FOR IMAGE
                   COMPRESSION.

                   The system WILL be able to compress the image in a ratio
                   range from 10-to-1 to 20-to-1. The successful bidder WILL
                   work with the County to determine optimum ratios for image
                   compression.

          5.1.1.3  SYSTEM MUST ALLOW MORE THAN ONE COMPRESSION RATE SO
                   VARIOUS APPLICATIONS CAN BE SAVED AT DIFFERENT RATES.

                   System WILL allow more than one compression rate so
                   various applications can be saved at different rates.

          5.1.1.4  BIDDER MUST STATE WHETHER HARDWARE OR SOFTWARE COMPRESSION
                   IS USED.

                   XImage Corporation utilizes software compression.

          5.1.2    USER MUST BE ABLE TO CONTINUE TO "FRAME" AN IMAGE, UNTIL
                   ACCEPTABLE IMAGE IS OBTAINED FOR PERMANENT STORAGE.

                   User WILL be able to continue to "frame" an image, until
                   acceptable image is obtained for permanent storage.


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17 August 1993                  23        Hennepin County Sheriff's Department
                                               Computerized Image Database
<PAGE>

                                                            XImage Corporation
                                                                      Proposal

5    SYSTEM FUNCTIONS

     5.1  IMAGE CAPTURE:

          5.1.3    MUST BE ABLE TO STORE MORE THAN ONE IMAGE PER BOOKING
                   RECORD (I.E. FRONT AND SIDE VIEWS, GLASSES, MULTIPLES OF
                   SCARS, MARKS AND TATTOOS.).

                   The system WILL be able to store more than one image per
                   booking record (i.e. front and side views, glasses,
                   multiples of scars, marks and tattoos.).

          5.1.4    THE SYSTEM MUST AUTOMATICALLY RECORD THE DATE AND TIME A
                   NEW IMAGE IS CAPTURED AND ALLOW ENTRY OF THE DATE AND TIME
                   FOR PHOTOS ADDED BY SCANNING OR FROM VIDEO TAPE.

                   The system WILL automatically record the date and time a
                   new image is captured and allow entry of the date and time
                   for photos added by scanning or from video tape.

          5.1.5    IMAGES MUST BE ATTACHED TO A RECORD.

                   Images WILL be attached to a record.

          5.1.6    THE SYSTEM MUST HAVE THE CAPABILITY TO UTILIZE THREE
                   SOURCES (VIDEO CAMERA, VIDEO TAPE AND SCANNER) FOR
                   CAPTURING IMAGES, AND SHALL ALLOW AN AUTHORIZED USER TO
                   SELECT THE TYPE OF CAPTURE.

                   The system WILL have the capability to utilize three
                   sources (video camera, video tape and scanner) for
                   capturing images, and shall allow an authorized user to
                   select the type of capture.

          5.1.6.1  VIDEO CAMERA ATTACHED TO A WORKSTATION:
          5.1.6.1.1  THE SYSTEM SHALL INCORPORATE THE USE OF LIVE VIDEO
                     CAMERA AS A PRIMARY SOURCE OF IMAGE CAPTURE. IN ONE
                     LOCATION A CAMERA WILL BE SHARED BY THREE WORKSTATIONS
                     WHICH ARE IN CLOSE PHYSICAL PROXIMITY. ALSO SEE HARDWARE
                     SECTION.

                     The system WILL incorporate the use of live video camera
                     as a primary source of image capture. In one location a
                     camera WILL be shared by three workstations which are in
                     close physical proximity.


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17 August 1993                  24        Hennepin County Sheriff's Department
                                               Computerized Image Database
<PAGE>

                                                            XImage Corporation
                                                                      Proposal

5    SYSTEM FUNCTIONS

     5.1  IMAGE CAPTURE:

          5.1.6.1.2  THE SYSTEM MUST BE FLEXIBLE TO ALLOW COLLECTION OF THE
                     PHOTO AT VARYING TIMES IN THE BOOKING PROCESS.

                     The system WILL be flexible to allow collection of the
                     photo at varying times in the booking process.

          5.1.6.1.3  BIDDER MUST DESCRIBE HOW AN OPERATOR CAPTURES IMAGES
                     FROM A VIDEO CAMERA.

                     A digital image capture is accomplished by placing the
                     individual or physical object in front of the camera and
                     viewing the live image on the same color monitor in
                     which the text will be displayed. In a split second the
                     live image is frozen on the screen through a keyboard or
                     mouse command. A moveable cropping box enables
                     uniformity of captured images.

          5.1.6.2  VIDEOTAPE APPLICATION:

          5.1.6.2.1  THE SYSTEM SHALL SUPPORT AN APPLICATION WHICH ALLOWS AN
                     AUTHORIZED USER TO SELECT A FRAME FROM A VHS FORMAT
                     VIDEOTAPE, CROP IT, AND ADD IT TO A DATA BASE FROM A
                     SPECIFIED WORKSTATION. ALSO SEE HARDWARE SECTION.

                     The system WILL support an application which allows an
                     authorized user to select a frame from a VHS format
                     videotape, crop it, and add it to a data base from a
                     specified workstation.

          5.1.6.2.2  BIDDER MUST DESCRIBE HOW AN OPERATOR CAPTURES IMAGES
                     FROM VIDEOTAPE.

                     Capture ImageStations WILL have the capability to input
                     images through the use of a common VCR by using a Vid
                     I/O box to transform NTSC-composite or S-video signals
                     to RGB signals. The system can capture a frame from a
                     VHS format videotape, crop it, and add it to a data base
                     from a specified workstation.


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17 August 1993                  25        Hennepin County Sheriff's Department
                                               Computerized Image Database
<PAGE>

                                                            XImage Corporation
                                                                      Proposal

5    SYSTEM FUNCTIONS

     5.1  IMAGE CAPTURE:

          5.1.6.3  SCANNER/CAMERA APPLICATION:

          5.1.6.3.1  THE SYSTEM SHALL SUPPORT A SCANNER/CAMERA TO CAPTURE
                     HISTORICAL IMAGES FROM A SPECIFIED WORKSTATION WHICH
                     ALLOWS AN AUTHORIZED USER TO ENTER PHOTOS FROM FORMATS
                     SPECIFIED IN HARDWARE SECTION.

                     The system WILL support a scanner/camera to capture
                     historical images from a specified workstation which
                     allows an authorized user to enter photos from formats
                     specified in hardware section.

          5.1.6.3.2  BIDDER MUST DESCRIBE HOW AN OPERATOR CAPTURES IMAGES
                     FROM A SCANNER.

                     Image scanning for positive and negative images WILL be
                     handled by a high resolution 3-chip video camera mounted
                     on a copy stand equipped with special lighting for the
                     capture of negative and positive photographic images.
                     The capture procedure is identical to live capture
                     outlined in Section 5.1

          5.1.7    SCARS, MARKS, AND TATTOOS

          5.1.7.1  THE SYSTEM MUST CAPTURE IMAGES OF SCARS, MARKS AND TATTOOS.

                   The system WILL capture images of scars, marks and tattoos.

          5.1.7.2  IMAGES MUST BE ATTACHED TO A RECORD.

                   Images WILL be attached to a record.

          5.1.7.3  BIDDER MUST RECOMMEND WHICH SCARS, MARKS AND TATTOOS
                   SHOULD BE CAPTURED AND RECOMMEND A CAPTURE METHOD (I.E.
                   MUG CAMERA OR OTHER SPECIFIC DEVICE). IF THE CAPTURE
                   METHOD IS NOT THE MUG CAMERA, ALL ADDITIONAL HARDWARE OR
                   SOFTWARE MUST BE QUOTED IN THE RECOMMENDED SYSTEM.

                   Any identifying scar, mark or tattoo on the individuals
                   body should be captured and saved on the ForceField
                   system. We suggest the use of a second Hitachi HV-C10F
                   RGB 3 chip solid state, color camera with a Vid I/O
                   switching device located at the Jail/Booking location.
                   This camera should be mounted on a special wall mount and
                   equipped with a lens specialized for that application.


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17 August 1993                  26        Hennepin County Sheriff's Department
                                               Computerized Image Database
<PAGE>

                                                            XImage Corporation
                                                                      Proposal

5    SYSTEM FUNCTIONS

     5.2  DATA CAPTURE:

          5.2.1  MUST HAVE DATA ENTRY SCREENS TAILORED TO EACH APPLICATION.
                 BIDDER SHOULD PROVIDE SAMPLES OF STANDARD DATA ENTRY
                 SCREENS.

                 The system WILL have data entry screens tailored to each
                 application. We have provided samples of standard data entry
                 screens.

          5.2.2  THE SCREENS MUST ALLOW FOR ADDING, DELETING, UPDATING AND
                 VIEWING A RECORD AS ALLOWED BY ACCESS CONTROL TABLES.

                 The screens WILL allow for adding, deleting, updating and
                 viewing a record as allowed by access control tables.

          5.2.3  SYSTEM MUST VALIDATE FOR PROPER DATA FORMAT AND
                 REASONABILITY (ALPHA, NUMERIC, DECIMAL, SIZE, DATES, ETC.)

                 The system WILL validate for proper data format and
                 reasonability (alpha, numeric, decimal, size, dates, etc.)

          5.2.4  FIELDS THAT HAVE A SPECIFIED NUMBER OF ACCEPTABLE VALUES
                 MUST BE VALIDATED AGAINST TABLES.

                 Fields that have a specified number of acceptable values
                 WILL be validated against tables.

          5.2.5  MUST ALLOW SYSTEM ADMINISTRATOR TO ADD, DELETE AND MODIFY
                 TABLE ENTRIES FOR VALIDATION. BIDDER MUST DESCRIBE HOW
                 VALIDATION TABLES ARE UPDATED.

                 The system WILL allow System Administrator to add, delete
                 and modify table entries for validation. This functionality
                 is allowed only to individuals who have been given this
                 permission (usually the System Administrator) through
                 specialized ForceField update utilities. The System
                 Administrator will be fully trained by XImage Corporation
                 training personnel in performing this function.

          5.2.6  MUST HAVE CHECKS TO ENSURE ALL MANDATORY FIELDS ARE ENTERED.

                 The system WILL have checks to ensure all mandatory fields
                 are entered.


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17 August 1993                  27        Hennepin County Sheriff's Department
                                               Computerized Image Database
<PAGE>
                                                            XImage Corporation
                                                                      Proposal


5    SYSTEM FUNCTIONS

     5.2  DATA CAPTURE:

          5.2.7    SHOULD HAVE ON-LINE FIELD LEVEL HELD TO INCLUDE
                   VERIFICATION LISTS OF ACCEPTABLE VALUES. SHOULD ALLOW USER
                   TO SELECT FIELD ENTRY FROM VALIDATION TABLES BY MOUSE OR
                   KEYBOARD.

                   The system WILL have on-line field level help to include
                   verification lists of acceptable values. WILL allow user
                   to select field entry from validation tables by mouse or
                   keyboard.

          5.2.8    BIDDER SHOULD PROVIDE SAMPLES OF HELP SCREENS AVAILABLE.

                   Samples of the help screens available WILL be included in
                   the bid document under Section 9 - "ForceField Sample
                   Screens".

          5.2.9    DATA RELATED TO SCARS, MARKS AND TATTOOS:

          5.2.9.1  THE DATA CAPTURED MUST BE STRUCTURED AND USABLE AS
                   CRITERIA FOR THE SEARCH APPLICATION. FREE FORM TEXT IS NOT
                   ACCEPTABLE. BIDDER MUST DESCRIBE HOW THE DATA IS
                   STRUCTURED.

                   The data captured WILL be structured and usable as
                   criteria for the search application. Fields which are
                   denoted are the type of SMT, particularities within these
                   categories, as well as the location of the SMT.

          5.2.9.2  THE BIDDER SHALL PROVIDE AN EFFICIENT METHOD OF COLLECTING
                   THE INFORMATION. BIDDER MUST DESCRIBE HOW THE USER
                   COLLECTS THE INFORMATION.

                   Textual information is entered and stored within the
                   person update screen. Entry consistency is ensured because
                   all field entries are filled by pre-determined pull down
                   menu selections. Utilizing SMT will ensure that all
                   distinguishing attributes specific to a suspect are
                   properly taken into account in a suspect's identification.

     5.3  ON-LINE DATA/IMAGE RETRIEVAL:

          5.3.1    A WORKSTATION MUST BE ABLE TO COMPLETE AN INDEXED FIELD
                   SEARCH FOR A SPECIFIC RECORD OF A DATABASE WITH 300,000
                   RECORDS, RETRIEVE AND DISPLAY AN IMAGE WITHIN TEN (10)
                   SECONDS.

                   A workstation WILL be able to complete an indexed field
                   search for a specific record of a database with 300,000
                   records, retrieve and display an image within ten (10)
                   seconds.

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17 August 1993                  28       Hennepin County Sheriff's Department
                                               Computerized Image Database
<PAGE>
                                                            XImage Corporation
                                                                      Proposal


5    SYSTEM FUNCTIONS

     5.3  ON-LINE DATA/IMAGE RETRIEVAL:

          5.3.2  A WORKSTATION MUST BE ABLE TO COMPLETE AN UNINDEXED FIELD
                 SEARCH FOR A SPECIFIC RECORD OF A DATABASE WITH 300,000
                 RECORDS, RETRIEVE AND DISPLAY AN IMAGE WITHIN SIXTY (60)
                 SECONDS.

                 A workstation WILL be able to complete an unindexed field
                 search for a specific record of a database with 300,000
                 records, retrieve and display an image within sixty (60)
                 seconds.

          5.3.3  SYSTEM MUST SEARCH NAMES BY PHONETICS AND PROVIDE A
                 "WILDCARD" SEARCH FEATURE IN WHICH CERTAIN CHARACTERS ARE
                 NOT KNOWN.

                 System WILL search names by phonetics and provide a
                 "wildcard" search feature in which certain characters are
                 not known.

          5.3.4  BIDDER MUST STATE THE NUMBER OF SECONDS REQUIRED TO PERFORM
                 A PHONETIC OR "WILD CARD" NAME SEARCH ON A DATABASE WITH
                 300,000 RECORDS.

                 Depending on the structure of the phonetic or "wild card"
                 search, the elapsed time WILL be anywhere from 1 to 25
                 seconds.

          5.3.5  THE SYSTEM SHOULD ALSO PROVIDE A SEARCH ON ADDRESS FIELDS
                 WITH A "WILD CARD" FEATURE.

                 The system WILL also provide a search on address fields with
                 a "wild card" feature.

     5.4  INVESTIGATIVE SEARCH APPLICATION:

          5.4.1  THE INVESTIGATIVE SEARCH MUST RETURN THE IMAGES AND RELATED
                 DATA SEQUENTIALLY BASED ON PHYSICAL DESCRIPTION PROVIDED BY
                 A WITNESS.

                 The investigative search WILL return the images and related
                 data sequentially based on physical description provided by
                 a witness.

          5.4.2  SYSTEM MUST ALLOW THREE (3) WORKSTATIONS TO SIMULTANEOUSLY
                 SEARCH A DATABASE WITH 300,000 RECORDS, RETRIEVE AND DISPLAY
                 THE FIRST IMAGE ON THE SCREEN WITHIN SIXTY (60) SECONDS.

                 The system WILL allow three (3) workstations to
                 simultaneously search a database with 300,000 records,
                 retrieve and display the first image on the screen within
                 sixty (60) seconds.

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17 August 1993                  29        Hennepin County Sheriff's Department
                                               Computerized Image Database
<PAGE>

                                                            XImage Corporation
                                                                      Proposal

5    SYSTEM FUNCTIONS

     5.4  INVESTIGATIVE SEARCH APPLICATION:

          5.4.3  SYSTEM MUST SEARCH BY ANY COMBINATION OF FIELDS.

                 System WILL search by any combination of fields.

          5.4.4  SYSTEM MUST PROVIDE A RANGE ON NUMERIC FIELDS.  BIDDER MUST
                 DESCRIBE HOW THE RANGE IS ESTABLISHED.  IF RANGES CAN BE
                 ESTABLISHED ON NON-NUMERIC FIELDS, BIDDER MUST DESCRIBE HOW
                 THE RANGE IS ESTABLISHED.

                 The system WILL provide a range on numeric fields.  Ranges
                 are established by predetermined tables in the system.
                 Ranges are established on non-numeric fields in the same
                 manner.

          5.4.5  SYSTEM SHOULD PROVIDE FOR MULTIPLE DATA BASE SEARCHES BY
                 AUTHORIZED USERS.

                 The system does not provide for across multiple data base
                 searches.  The system will allow for search within multiple
                 databases separately.

     5.5  LINEUP APPLICATION:

          5.5.1  THE LINEUP APPLICATION MUST RETURN ALL IMAGES AND
                 IDENTIFYING DATA OF PERSONS WHOSE DESCRIPTION MATCHES
                 ANOTHER PERSON ALREADY ENTERED INTO THE SYSTEM.

                 The lineup application WILL return all images and
                 identifying data of persons whose description matches
                 another person already entered into the system.

          5.5.2  SYSTEM MUST PROVIDE A MINIMUM OF SIX (6) PHOTOS IN A LINEUP
                 AND SHOULD PROVIDE A CHOICE OF A LARGER NUMBER.

                 System WILL provide a maximum of six (6) photos in a lineup.

          5.5.3  SYSTEM MUST ALLOW THE USER TO SAVE, SUSPEND FOR LATER REVIEW
                 OR DISQUALIFY/DELETE A PHOTO FROM THE LINEUP LIST.

                 The system WILL allow the user to save, suspend for later
                 review or disqualify/delete a photo from the lineup list.

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17 August 1993                  30        Hennepin County Sheriff's Department
                                               Computerized Image Database
<PAGE>

                                                            XImage Corporation
                                                                      Proposal

5    SYSTEM FUNCTIONS

     5.5  LINEUP APPLICATION:

          5.5.4  THE SYSTEM MUST STORE THE FINAL VERSION OF A LINEUP FOR
                 LATER RETRIEVAL.

                 The system WILL store the final version of a lineup for
                 later retrieval.

          5.5.5  SYSTEM MUST ALLOW USER TO PRINT A LINEUP WITH OR WITHOUT
                 ASSOCIATED IDENTIFYING DATA.

                 The system WILL allow user to print a lineup with or without
                 associated identifying data.

          5.5.6  SYSTEM SHOULD PROVIDE FOR AUTOMATIC RANDOM REORDERING OF THE
                 PHOTOS AFTER FINAL SELECTION.  REORDERING OF PHOTOS SHOULD
                 BE PROHIBITED ONCE THE LINEUP IS STORED.

                 The system WILL provide for automatic random reordering of
                 the photos after final selection.  Reordering of photos WILL
                 be prohibited once the lineup is stored.

     5.6  SEALING BOOKING RECORDS:

          5.6.1  SEALED RECORDS MUST NOT BE ACCESSED WITH ANY SCREEN EXCEPT
                 PERSONS WITH SEAL/UNSEAL PRIVILEGE AND MUST NOT BE RETURNED
                 IN ANY NAME SEARCH OR PHOTO LINEUP OR PRINTED, EXCEPT IN A
                 PREVIOUSLY DEFINED LINEUP RECORD, THE PHOTO WILL REMAIN AND
                 PRINT WITH NO IDENTIFYING TEXT.  IF AN ATTEMPT IS MADE TO
                 ACCESS A SEALED RECORD, A MESSAGE SHOULD BE DISPLAYED
                 INDICATING THAT THE RECORD IS SEALED.

                 Sealed records WILL not be accessed with any screen except
                 persons with seal/unseal privilege and WILL not be returned
                 in any name search or photo lineup or printed, EXCEPT in a
                 previously defined lineup record, the photo will remain and
                 print with no identifying test.  If an attempt is made to
                 access a sealed record, a message WILL be displayed
                 indicating that the record is sealed.

          5.6.1.1  SYSTEM MUST SEAL ALL BOOKING RECORDS AND ASSOCIATED PHOTO
                   IMAGES THAT ARE LINKED TO A CERTAIN PERSON.

                   System WILL seal all booking records and associated photo
                   images that are linked to a certain person.

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17 August 1993                  31        Hennepin County Sheriff's Department
                                               Computerized Image Database
<PAGE>

                                                            XImage Corporation
                                                                      Proposal

5    SYSTEM FUNCTIONS

     5.6  SEALING BOOKING RECORDS:

          5.6.1.2  SYSTEM MUST SEAL A PARTICULAR BOOKING RECORD AND ITS
                   ASSOCIATED PHOTO IMAGES.

                   The system WILL seal a particular booking record and its
                   associated photo images.

          5.6.1.3  SYSTEM SHOULD SEAL A PARTICULAR PHOTO IMAGE.

                   The system WILL only seal a photo image with its associated
                   booking record.

          5.6.1.4  BIDDER MUST DESCRIBE HOW AN OPERATOR SEALS DATA.

                   Users so privileged to seal existing records from the
                   files can select the BOOKING SEAL command and seal a
                   selected record.  A sealed record will still exist in the
                   database, even though it will no longer appear in response
                   to a SEARCH or PHOTO LINEUP command.

     5.7  EXPUNGING CHARGES:

          5.7.1  THE EXPUNGE PROCESS MUST DELETE THE SPECIFIED CHARGE/S AND
                 ALL PERSON REFERENCES FROM A BOOKING RECORD, BUT RETAIN THE
                 BOOKING RECORD, NOTING THAT THE CHARGE/S HAS BEEN EXPUNGED.

                 The expunge process WILL delete the specified charge/s and
                 all person references from a booking record, but retain the
                 booking record, noting that the charge/s has been expunged.

          5.7.2  THE EXPUNGE PROCESS MUST DELETE ALL REFERENCES TO A PERSON
                 IF THE EXPUNGED CHARGE IS THE ONLY CHARGE ASSOCIATED WITH
                 THE PERSON.

                 The expunge process WILL delete all references to a person
                 if the expunged charge is the only charge associated with
                 the person.

          5.7.3  IF ALL PERSON REFERENCES ARE DELETED, THE EXPUNGE PROCESS
                 MUST DELETE ALL PHOTO IMAGES ASSOCIATED WITH THE BOOKING
                 RECORD IF THE PHOTO STORAGE MEDIA ALLOWS IT.  AT A MINIMUM,
                 ALL KEYS TO AN EXPUNGED PHOTO IMAGE MUST BE DELETED.

                 If all person references are deleted, the expunge process
                 WILL delete all photo images associated with the booking
                 record if the photo storage media allows it.  At a minimum,
                 all keys to an expunged photo image WILL be deleted.

------------------------------------------------------------------------------
17 August 1993                  32        Hennepin County Sheriff's Department
                                               Computerized Image Database
<PAGE>

                                                            XImage Corporation
                                                                      Proposal
5    SYSTEM FUNCTIONS

     5.7  EXPUNGING CHARGES:

          5.7.4   BIDDER MUST DESCRIBE HOW AN OPERATOR EXPUNGES DATA.

                  If the privilege is available to the user, and the record has
                  been retrieved on screen, the user selects the EXPUNGE
                  function. As a safety function the expunge confirms with the
                  user before the record is expunged.

     5.8  MERGE/LINK BOOKING RECORDS:

          5.8.1   THE MERGE/LINK PROCESS MUST ALLOW ALL BOOKING RECORDS AND
                  PHOTO IMAGES TO BE DETACHED FROM ONE PERSON AND ATTACHED TO
                  ANOTHER.

                  The merge/link process WILL allow all booking records and
                  photo images to be detached from one person and attached to
                  another.

          5.8.2   THE MERGE/LINK PROCESS MUST ALLOW A SINGLE RECORD AND THE
                  ASSOCIATED PHOTO IMAGES TO BE DETACHED FROM ONE PERSON AND
                  ATTACHED TO ANOTHER.

                  The merge/link process WILL allow a single record and the
                  associated photo images to be detached from one person and
                  attached to another.

         5.8.3    BIDDER MUST DESCRIBE HOW A USER MERGES/LINKS RECORDS.

                  Once a booking record has been retrieved, a user can
                  reclassify (merge or link), by changing the PERSON Master Key
                  for that record. Again, due to the seriousness of the update,
                  the system requires a confirmation from the user.


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17 August 1993                   33         Hennepin County Sheriff's Department
                                                Computerized Image Database
<PAGE>

                                                            XImage Corporation
                                                                      Proposal
5    SYSTEM FUNCTIONS

     5.9  IMPORT/EXPORT OF DATA AND IMAGES:

          5.9.1   THE SYSTEM MUST BE ABLE TO IMPORT AND EXPORT IMAGE FILES.
                  BIDDER MUST DESCRIBE HOW AN OPERATOR IMPORTS AND EXPORT IMAGE
                  FILES.

                  The system WILL be able to import and export image files. The
                  user imports and exports image files through a menu driven
                  process which requires the format type and file name. The
                  record on screen will make the imported image part of the
                  record, or export its image to an outside location.

          5.9.2   THE SYSTEM SHOULD HAVE A MENU DRIVEN FUNCTION TO IMPORT AND
                  EXPORT IMAGES IN OTHER FORMATS.

                  The system WILL have a menu driven function to import and
                  export images in other formats.

          5.9.3   BIDDER MUST SPECIFY IMAGE FORMATS THAT CAN BE IMPORTED AND
                  EXPORTED AND SHOULD ALLOW TIFF, MICROSOFT WINDOWS STANDARD
                  BITMAP (.BMP), PC PAINTBRUSH (.PCX) AND OS/2 STANDARD BITMAP
                  (.BMP) VERSION 1.1 AND VERSION 1.2 FILE FORMATS.

                  ForceField WILL accept; TIFF, Microsoft Windows standard
                  bitmap (.BMP), PC Paintbrush (.PCX) and OS/2 standard bitmap
                  (.BMP) Version 1.1 and version 1.2 file formats.

         5.9.4    THE SYSTEM MUST ALLOW UPLOADING AND DOWNLOADING OF SELECTED
                  DATA FIELDS IN ASCII FORMAT. BIDDER MUST DESCRIBE HOW AN
                  OPERATOR UPLOADS AND DOWNLOADS DATA.

                  The system WILL allow uploading and downloading of selected
                  data fields in ASCII format. The upload and download
                  interconnect process is a joint effort between XImage
                  Corporation and Hennepin County MIS Department personnel.
                  XImage Corporation will work closely with the Hennepin County
                  MIS to define requirements, design interconnect and its
                  implementation.


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17 August 1993                   34         Hennepin County Sheriff's Department
                                                Computerized Image Database
<PAGE>


                                                            XImage Corporation
                                                                      Proposal
5    SYSTEM FUNCTIONS

     5.10 REPORTING AND PRINT FUNCTIONS:

          5.10.1  MUST ALLOW ANY WORKSTATION TO SEND REPORTS, FORMS, LINEUPS OR
                  MUG SHOTS TO ANY PRINTER ON THE SYSTEM. BIDDER MUST DESCRIBE
                  HOW AN OPERATOR ACCOMPLISHES THIS.

                  The system WILL allow any workstation to send reports, forms,
                  lineups or mug shots to any printer on the system as long as
                  the selected printer contains the print functionality. Network
                  printing will allow a user to select the printer location
                  where an image will print. In the instance of agencies with
                  multiple printers, this feature will allow images to print
                  where desired. Since a dedicated printer is no longer needed
                  at a particular workstation, any printer in the network may be
                  utilized to fulfill multiple workstation needs.

          5.10.2  MUST ALLOW THE USER TO SELECT VARIOUS REPORTS, FORMS OR
                  MUGSHOT CARDS TO BE PRINTED.

                  The system WILL allow the user to select various reports,
                  forms or mugshot cards to be printed.

          5.10.3  SHOULD ALLOW PRINTOUT FROM THE COUNTY MAINFRAME.

                  Through a specially designed interconnect the system could
                  print information stored on the County mainframe. Based on a
                  list of records from the County mainframe, the ForceField
                  system can print any desired format at a workstation.

          5.10.4  MUST PROVIDE AN ON-LINE FEATURE TO DETERMINE PRINT QUEUE
                  STATUS WHICH WILL ALLOW USER TO CHECK STATUS OF A PRINT JOB,
                  CANCEL A PRINT JOB AND SHOULD ALLOW USER TO CHANGE PRIORITY
                  AND HOLD PRINT JOB UNTIL A SPECIFIED PERIOD OF TIME. BIDDER
                  MUST DESCRIBE HOW AN OPERATOR ACCOMPLISHES THIS.

                  The system WILL provide an on-line feature to determine print
                  queue status which will allow user to check status of a print
                  job, cancel a print job and should allow user to change
                  priority and hold print job until a specified period of time.
                  This function is available through the print menu. Print jobs
                  will be denoted as standard (default) priority or can be
                  assigned either a high or low priority by the operator.


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17 August 1993                   35         Hennepin County Sheriff's Department
                                                Computerized Image Database
<PAGE>

                                                            XImage Corporation
                                                                      Proposal

5  SYSTEM FUNCTIONS

   5.10  REPORTING AND PRINT FUNCTIONS:

         5.10.5  THE SYSTEM MUST BE CAPABLE OF DIRECTLY PRODUCING REPORTS
                 ON-LINE WHICH CAN BE VIEWED BEFORE DECIDING TO PRINT. THESE
                 REPORTS WOULD NOT INCLUDE PHOTOS.

                 The system WILL be capable of directly producing reports
                 on-line which can be viewed before deciding to print. We
                 understand that these reports would not include photos.

         5.10.6  BIDDER MUST STATE THE LENGTH OF TIME REQUIRED TO COMPLETE A
                 PRINT JOB FROM WHEN THE PRINT COMMAND IS GIVEN USING:

                 BLACK AND WHITE PRINTER OF A 3-1/2" X 5" PHOTO WITH
                 ASSOCIATED DATA.

                 60 seconds

                 SMALL COLOR PRINTER OF A MUG SHOT WITH FRONT AND SIDE VIEW.

                 90 seconds

                 LARGE COLOR PRINTER OF A SIX SUBJECT LINE-UP.

                 135 seconds

         5.10.7  SYSTEM MUST RECORD THE FOLLOWING INFORMATION FOR ALL IMAGES
                 PRINTED: 1) NAME OF SUBJECT, FOLDER NUMBER, AND NUMBER OF
                 PRINTS, 2) NAME OF OPERATOR AND 3) NAME OF PERSON AND AGENCY
                 TO WHOM THE IMAGES WERE RELEASED.

                 The system WILL record the following information for all
                 images printed: 1) Name of subject, folder number, and
                 number of prints, 2) Name of operator and 3) Name of person
                 and agency to whom the images were released.

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17 August 1993                   36         Hennepin County Sheriff's Department
                                                Computerized Image Database
<PAGE>

                                                            XImage Corporation
                                                                      Proposal

5  SYSTEM FUNCTIONS

   5.10  REPORTING AND PRINT FUNCTIONS:

         5.10.8  REPORTS AND FORMS:

         5.10.8.1  SYSTEM MUST PROVIDE INITIAL BOOKING FORMS AND REPORTS
                   DESIGNED FOR COUNTY NEEDS. THE BIDDER MUST SEND SAMPLES OF
                   STANDARD REPORTS, AUDIT TRAIL REPORTS, MANAGEMENT REPORTS
                   AND FORMS WITH THE BID. THE ACTUAL FORMS AND REPORTS SHALL
                   BE DESIGNED WITH THE CONTRACTOR. BIDDER MUST STATE THE
                   AMOUNT OF DESIGN INCLUDED WITH THE RECOMMENDED SYSTEM AND
                   THE COST FOR ADDITIONAL FORM AND REPORT DESIGN.

                   System WILL provide initial booking forms and reports
                   designed for County needs. XImage Corporation WILL DEVELOP
                   samples of standard reports, audit trail reports,
                   management reports and forms to the specifications of the
                   County. Additional form design will be negotiated upon
                   contract negotiation.

         5.10.8.2  MUST BE ABLE TO CREATE REPORTS USING THE AUDIT LOG
                   DATABASE.

                   The system WILL be able to create reports using the audit
                   log database.

         5.10.8.3  FORM AND REPORT DESIGN MUST INCLUDE CAPABILITIES SUCH AS
                   BOXES, COLUMNS, ROWS, MULTIPLE FONTS, FORM FEED, PAGE
                   BREAKS, LOGO, LOCATION AND SIZE OF IMAGE VARYING FROM
                   1" X 1" to 8.5" X 11", ETC.

                   Form and report design WILL include capabilities such as
                   boxes, columns, rows, multiple fonts, form feed, page
                   breaks, logo, location and size of image varying from
                   1" X 1" to 8.5" X 11", etc.

         5.10.8.4  SYSTEM MUST ALLOW THE SYSTEM ADMINISTRATOR TO DESIGN FORMS
                   AND REPORTS. BIDDER MUST DESCRIBE THE PROCESS (PROGRAMMING
                   LANGUAGES AND TOOLS) THAT WOULD ALLOW THE SYSTEM
                   ADMINISTRATOR TO DESIGN FORMS AND REPORTS.

                   System WILL allow the System Administrator to design forms
                   and reports. A SYBASE SQL (Structured Query Language) as
                   well as a 4GL FOCUS Report Generator is available to allow
                   the System Administrator to design custom forms and
                   reports.

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17 August 1993                   37         Hennepin County Sheriff's Department
                                                Computerized Image Database

<PAGE>

                                                            XImage Corporation
                                                                      Proposal

5  SYSTEM FUNCTIONS

   5.10  REPORTING AND PRINT FUNCTIONS:

         5.10.8.5  SYSTEM MUST BE ABLE TO INCORPORATE DATA AND PHOTOS ON
                   FORMS.

                   System WILL be able to incorporate data and photos on
                   forms.

         5.10.8.6  SYSTEM MUST BE ABLE TO PRODUCE BLACK AND WHITE DOUBLE
                   SIDED FORMS.

                   System WILL be able to produce black and white double
                   sided forms.

         5.10.8.7  SYSTEM MUST PRINT IMAGES IN COLOR OR BLACK/WHITE WITH OR
                   WITHOUT TEXT.

                   System WILL print images in color or black/white with or
                   without text.

         5.10.8.8  SYSTEM MUST BE ABLE TO PRINT MULTIPLE IMAGES ON 1 SHEET OF
                   1 PERSON OR IMAGE OF MULTIPLE PERSONS (1 OR MORE EACH) OR
                   IMAGES OF FRONT, OR FRONT AND SIDE VIEW OF 1 PERSON.

                   System WILL be able to print multiple images on 1 sheet of
                   1 person or image of multiple persons (1 or more each) or
                   images of front, or front and side view of 1 person.

         5.10.8.9  SYSTEM MUST ALLOW OPERATOR TO SELECT THE NUMBER OF COPIES
                   TO PRINT.

                   System WILL allow operator to select the number of copies
                   to print.

         5.10.9  AD HOC REPORTING:

         5.10.9.1  THE SYSTEM MUST INCLUDE A FOURTH GENERATION LANGUAGE
                   REPORT WRITER TO ALLOW THE AGENCY'S SYSTEM ADMINISTRATOR
                   TO DEFINE, MODIFY AND STORE REPORTS AND FORMS.

                   The system WILL include a fourth generation language
                   report writer to allow the Agency's System Administrator
                   to define, modify and store reports and forms. The
                   ForceField system is installed with a set of standard
                   management reports, indicating usage and access to the
                   system. An advanced 4GL report writer is available that
                   will allow the Hennepin County Sheriff's Department to
                   modify and develop new management report formats.

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17 August 1993                   38         Hennepin County Sheriff's Department
                                                Computerized Image Database

<PAGE>

                                                            XImage Corporation
                                                                      Proposal

5  SYSTEM FUNCTIONS

   5.10  REPORTING AND PRINT FUNCTIONS:

         5.10.9.2   BIDDER MUST STATE MANUFACTURER, PRODUCT NAME AND VERSION
                    NUMBER OF THE 4GL REPORT WRITER.

                    FOCUS - Version 6.5 by Information Builders Incorporated.

         5.10.9.3   BROCHURES AND TECHNICAL LITERATURE DESCRIBING 4GL MUST BE
                    INCLUDED WITH BID.

                    Brochures and technical literature describing 4GL WILL be
                    included with bid.

         5.10.10  BILLING:

         5.10.10.1  THE SYSTEM MUST PROVIDE AN EFFICIENT ACCURATE METHOD OF
                    COMPUTING USE OF THE SYSTEM BY SHERIFF'S AGENCIES.

                    Through an audit report function the system WILL provide
                    an efficient accurate method of computing use of the
                    system by Sheriff's agencies.

         5.10.10.2  THE BIDDER MUST DESCRIBE THE BILLING SYSTEM, IF
                    AVAILABLE, OR HOW A BILLING SYSTEM COULD BE DEVELOPED
                    BASED ON THE DATA CAPTURED BY THE SYSTEM.

                    By utilizing system log on information provided by the
                    audit trail, the system can detail usage across all
                    agencies. This information can include location of
                    terminal accessed, the person who accessed it and
                    transactions processed.

   5.11  INVESTIGATIVE APPLICATIONS:

         THE SYSTEM MUST SUPPORT A PERSON RELATED INTELLIGENCE APPLICATION
         AND SHOULD SUPPORT TWO INVESTIGATIVE APPLICATIONS THAT ARE USED TO
         STORE AND RETRIEVE CRIME/EVENT/PERSON RELATED INFORMATION IN SUPPORT
         OF THE CRIMINAL DIVISION. THE GENERAL SPECIFICATION FOR THESE
         APPLICATIONS ARE AS FOLLOWS:

         PERSON RELATED INTELLIGENCE APPLICATION

         IN THIS APPLICATION, PERSON RELATED DATA IS COLLECTED AND A PERSON
         WOULD BE THE PRIMARY RETRIEVAL KEY. PERSON DATA IS ORGANIZED INTO
         PERSON RELATED FOLDERS. IMAGES OF THE PERSON ARE STORED AND LINKED
         TO THE PERSON FOLDER. THE PERSON DATA INCLUDES NAME, ID NUMBER,
         ALIASES, ADDRESS, TELEPHONE NUMBER, EMPLOYER, ASSOCIATES,
         OCCUPATION, VEHICLES, HAIR COLOR, DATE OF BIRTH, EYE COLOR, HEIGHT,
         AND OTHER DESCRIPTIVE DATA ABOUT THE PERSON.


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17 August 1993                   39         Hennepin County Sheriff's Department
                                                Computerized Image Database

<PAGE>

                                                            XImage Corporation
                                                                      Proposal

5  SYSTEM FUNCTIONS

   5.11  INVESTIGATIVE APPLICATIONS:

         PERSON RELATED INTELLIGENCE APPLICATION

         XImage Corporation WILL provide an application meeting the
         specifications as described under the heading denoted PERSON RELATED
         INTELLIGENCE APPLICATION. In this application, person related data
         is collected and a person would be the primary retrieval key. Person
         data is organized into person related folders. Images of the person
         are stored and linked to the person folder. The person data includes
         name, ID number, aliases, address, telephone number, employer,
         associates, occupation, vehicles, hair color, date of birth, eye
         color, height, and other descriptive data about the person.

         PERSON/BUSINESS SURVEILLANCE APPLICATION (OPTIONAL)

         IN THIS APPLICATION, PERSON OR BUSINESS DATA IS COLLECTED AND THE
         PERSON OR BUSINESS WOULD BE THE PRIMARY RETRIEVAL KEY. PERSON OR
         BUSINESS DATA IS ORGANIZED INTO PERSON/BUSINESS FOLDERS. IMAGES OF A
         PERSON, BUSINESS OR RELATED OBJECT ARE CAPTURED AND LINKED TO THE
         PERSON/BUSINESS FOLDER. THE PERSON/BUSINESS DATA COLLECTED IS PERSON
         OR BUSINESS NAME, CASE NUMBER, ALIASES, DETECTIVE, CRIME, ADDRESS,
         TELEPHONE NUMBER, EMPLOYER, ASSOCIATES, OCCUPATION, VEHICLES, HAIR
         COLOR, DATE OF BIRTH, EYE COLOR, HEIGHT, OTHER PERSON-TYPE
         INFORMATION, A SHORT DESCRIPTION OF EACH IMAGE, AND OTHER
         DESCRIPTIVE DATA ABOUT THE PERSON OR BUSINESS.

         FEATURE NOT PROVIDED.

         ADDRESS/LOCATION APPLICATION (OPTIONAL)

         IN THIS APPLICATION, ADDRESS/LOCATION DATA IS COLLECTED AND THE
         ADDRESS/LOCATION WOULD BE THE PRIMARY RETRIEVAL KEY. THE DATA IS
         ORGANIZED INTO ADDRESS/LOCATION FOLDERS. IMAGES OF BUILDINGS, FLOOR
         PLANS, AND OTHER OBJECTS RELATED TO THE ADDRESS/LOCATION ARE
         CAPTURED AND LINKED TO THE ADDRESS/LOCATION. THE ADDRESS/LOCATION
         DATA COLLECTED IS ADDRESS, OFFICERS, AGENCY, INJURIES, DATE, TIME,
         TYPE, FILE NUMBER, PHONE NUMBER, VEHICLES, A SHORT DESCRIPTION TO
         DESCRIBE EACH IMAGE, AND OTHER DESCRIPTIVE DATA ABOUT THE
         ADDRESS/LOCATION.

         FEATURE NOT PROVIDED.

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17 August 1993                   40         Hennepin County Sheriff's Department
                                                Computerized Image Database

<PAGE>

                                                            XImage Corporation
                                                                      Proposal

5  SYSTEM FUNCTIONS

   5.11  INVESTIGATIVE APPLICATIONS:

         5.11.1  BIDDER SHALL DESCRIBE ALL APPLICATIONS QUOTED IN THE SYSTEM
                 BID.

                 XImage Corporation WILL provide an application meeting the
                 specifications as described under the heading denoted PERSON
                 RELATED INTELLIGENCE APPLICATION. In this application,
                 person related data is collected and a person would be the
                 primary retrieval key. Person data is organized into person
                 related folders. Images of the person are stored and linked to
                 the person folder. The person data includes name, ID number,
                 aliases, address, telephone number, employer, associates,
                 occupation, vehicles, hair color, date of birth, eye color,
                 height, and other descriptive data about the person.

         5.11.2  THE FOLLOWING SPECIFICATIONS APPLY TO THE REQUIRED PERSON
                 RELATED INTELLIGENCE APPLICATION AND, IF BID, EITHER OF THE
                 OPTIONAL APPLICATIONS. IF A BIDDER CHOOSES NOT TO DEVELOP
                 ANY OF THE OPTIONAL APPLICATIONS, THAT SHALL BE STATED.

         5.11.2.1  EACH APPLICATION MUST BE TAILORED TO COUNTY NEEDS.

                   Each application WILL be tailored to county needs.

         5.11.2.2  EACH APPLICATION MUST ALLOW FOR MULTIPLE METHODS FOR
                   CAPTURING IMAGES, AS DESCRIBED IN THE IMAGE CAPTURE SECTION.

                   Each application WILL allow for multiple methods for
                   capturing images, as described in the image capture section.

         5.11.2.3  EACH APPLICATION MUST HAVE SEPARATE DATA BASES AND DATA
                   CAPTURE SCREENS. THE DATA CAPTURE SCREENS MUST MEET THE
                   SPECIFICATIONS AS OUTLINED IN THE DATA CAPTURE SECTION.

                   Each application WILL have separate data bases and data
                   capture screens. The data capture screens WILL meet the
                   specifications as outlined in the data capture section.

         5.11.2.4  EACH APPLICATION MUST HAVE UP TO THREE TAILORED REPORTS/
                   FORMS, ONE OF WHICH IS A PRINTOUT OF THE ENTIRE FOLDER.

                   Each application WILL have up to three tailored reports/
                   forms, one of which is a printout of the entire folder.


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17 August 1993                   41         Hennepin County Sheriff's Department
                                                Computerized Image Database

<PAGE>

                                                            XImage Corporation
                                                                      Proposal

5 SYSTEM FUNCTIONS

     5.11 INVESTIGATIVE APPLICATIONS:

          5.11.2.5 EACH   APPLICATION  MUST  MEET  ON-LINE  DATA/IMAGE
                   RETRIEVAL SECTION SPECIFICATIONS.

                   Each application WILL meet on-line data/image retrieval
                   section specifications.

          5.11.2.6 EACH APPLICATION MUST ALLOW FOR 50 DIFFERENT DATA FIELDS IN
                   A FOLDER.

                   Each application WILL allow for 50 different data fields in
                   a folder.

          5.11.2.7 EACH APPLICATION MUST ALLOW FREE FORM TEXT FIELDS ATTACHED
                   TO A SPECIFIED FOLDER.

                   Each application WILL allow free form text fields attached
                   to a specified folder. XImage Corporation's exclusive
                   "electronic note pad" function will allow the operator to
                   attach "notes" to a suspect's folder, booking or
                   appearance.  They are analogous to the yellow "post-it"
                   note paper commonly found in offices today. This
                   computerized depiction will allow the inclusion of
                   "ad-hoc" text that will stay with a particular folder.

          5.11.2.8 EACH APPLICATION MUST ABLE TO SEARCH BY ANY COMBINATION OF
                   DATA FIELDS TO BRING BACK ALL FOLDERS THAT MEET THE QUERY
                   QUALIFICATIONS.

                   Each application WILL able to search by any combination of
                   data fields to bring back all folders that meet the query
                   qualifications.  The system will not be able to search
                   free form text.

     5.12 BADGE MAKER APPLICATION:

          5.12.1 THE SYSTEM SHALL PROVIDE FOR A METHOD OF PRODUCING EMPLOYEE
                 AND VISITOR BADGES. SEVERAL TYPES OF BADGES WILL BE
                 REQUIRED.  DETAIL SPECIFICATIONS ARE INCLUDED IN THE
                 HARDWARE SECTION.

                 The system WILL provide for a method of producing employee
                 and visitor badges in different formats.

          5.12.2 BIDDER MUST DESCRIBE HOW AN OPERATOR MAKES BADGES.

                 The production of photo ID badges and jail cards is
                 accomplished through the use of the optional ForceField
                 badge making sub-system. This sub-system consists of a
                 laminator, die cutter, and punch, along with necessary
                 materials for the production of 100 IDs.

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17 August 1993                   42         Hennepin County Sheriff's Department
                                                Computerized Image Database

<PAGE>

                                                            XImage Corporation
                                                                      Proposal

5 SYSTEM FUNCTIONS

  5.13 WRISTBAND APPLICATION:

       5.13.1 THE SYSTEM SHALL PROVIDE A METHOD OF PRODUCING INMATE
              WRISTBANDS USING PHOTOS AND DATA FROM THE DATABASE.  DETAIL
              SPECIFICATIONS ARE INCLUDED IN THE HARDWARE SECTION.

              The system WILL provide a method of producing inmate wristbands
              using photos and data from the database.

       5.13.2 BIDDER MUST DESCRIBE HOW AN OPERATOR MAKES WRISTBANDS.

              The production of photo wristbands is accomplished through the
              use of the optional ForceField badge making sub-system. This
              sub-system consists of a laminator, die cutter, and punch,
              along with necessary materials for the production of 100 IDs.

  5.14 ARTIST APPLICATION (OPTIONAL):

       5.14.1 THE SYSTEM, IF QUOTED, SHOULD SUPPORT AN ARTIST SUBSYSTEM ON A
              SPECIFIED WORKSTATION. THE FUNCTION SHOULD ALLOW AN AUTHORIZED
              USER TO ENHANCE AN EXISTING PHOTO (CHANGE SCARS, FACIAL HAIR,
              GLASSES, ETC.) WITHOUT CHANGING THE ORIGINAL PHOTO. SHOULD BE
              ABLE TO STORE THE ENHANCED PHOTO IN A SEPARATE FILE AND SEARCH
              AGAINST EXISTING PHOTOS. THE FUNCTION SHOULD ALSO ALLOW THE
              USER TO DRAW A SUBJECT FROM A DESCRIPTION WHEN THERE IS NO
              EXISTING PHOTO. SHOULD BE ABLE TO STORE THE CREATED PHOTO IN A
              SEPARATE FILE AND SEARCH AGAINST THE EXISTING PHOTOS.

              FEATURE NOT PROVIDED.

       5.14.2 BIDDER SHOULD DESCRIBE HOW AN OPERATOR CREATES IMAGES WITH THE
              ARTIST APPLICATION.

              FEATURE NOT PROVIDED.

  5.15 WEIGHT CAPTURE APPLICATION (OPTIONAL):

       THE SYSTEM SHOULD PROVIDE A METHOD OF ELECTRONICALLY COLLECTING INMATE
       WEIGHT AT THE TIME OF PHOTO CAPTURE. THE SYSTEM WILL BE SHARED BY
       THREE WORKSTATIONS IN THE BOOKING AREA AND SHALL HAVE A SWITCHING
       DEVICE FROM EACH WORKSTATION. DETAIL SPECIFICATIONS ARE INCLUDED IN
       THE HARDWARE SECTION.

       FEATURE NOT PROVIDED.

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17 August 1993                   43         Hennepin County Sheriff's Department
                                                Computerized Image Database

<PAGE>

                                                            XImage Corporation
                                                                      Proposal

5 SYSTEM FUNCTIONS

  5.16 HEIGHT CAPTURE APPLICATION (OPTIONAL):

       THE SYSTEM SHOULD PROVIDE A METHOD OF ELECTRONICALLY COLLECTING INMATE
       HEIGHT AT THE TIME OF PHOTO CAPTURE. THE SYSTEM WILL BE SHARED BY
       THREE WORKSTATIONS IN THE BOOKING AREA AND SHALL HAVE A SWITCHING
       DEVICE FROM EACH WORKSTATION. THE SOLUTION MAY BE ENTIRELY
       ELECTRONIC OR MAY REQUIRE SOME STAFF ACTION.  DETAIL SPECIFICATIONS
       ARE IN THE HARDWARE SECTION.

       FEATURE NOT PROVIDED.

  5.17 SIGNATURE CAPTURE APPLICATION (OPTIONAL):

       THE SYSTEM SHOULD PROVIDE A METHOD OF COLLECTING INMATE SIGNATURES.
       SIGNATURES SHALL BE ATTACHED TO A SPECIFIC DOCUMENT AND SHALL ONLY BE
       REPRODUCED AS A PART OF THAT DOCUMENT. DETAIL SPECIFICATIONS ARE IN
       THE HARDWARE SECTION.

       FEATURE NOT PROVIDED.


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17 August 1993                   44         Hennepin County Sheriff's Department
                                                Computerized Image Database

<PAGE>

                                                            XImage Corporation
                                                                      Proposal

6 MECHANICAL AND ELECTRICAL REQUIREMENTS

  6.1  CODES AND STANDARDS:

       ALL ITEMS, EQUIPMENT, AND ACCESSORIES FOR THIS PROCUREMENT (AS
       SEPARATE ITEMS AND AS A COMBINED SYSTEM) SHALL BE BUILT IN ACCORDANCE
       WITH ALL APPLICABLE FEDERAL, STATE, AND CITY STANDARDS AND CODES AND
       STANDARDS THAT ARE IN EFFECT ON THE DATE OF PROPOSAL SUBMITTAL,
       INCLUDING BUT NOT LIMITED TO THE FOLLOWING:

       FCC RULES, PART 15.
          WHEN APPLICABLE, ALL EQUIPMENT SHALL CONFORM TO UNDERWRITERS'
          LABORATORIES (UL) SPECIFICATIONS.

       All items, equipment, and accessories for this procurement (as
       separate items and as a combined system) WILL be built in accordance
       with all applicable Federal, State, and City standards and codes and
       standards that are in effect on the date of proposal submittal,
       including but not limited to the FCC rules, PART 15.

  6.2  EQUIPMENT SPECIFIED OR SUPPLIED BY THE BIDDER SHALL BE EQUIPPED WITH
       FUSES, CIRCUIT BREAKERS, OR OTHER PROTECTIVE DEVICES FOR PROPER
       OPERATION, PROTECTION OF PERSONNEL AND EQUIPMENT.

       Equipment specified or supplied by the bidder WILL be equipped with
       fuses, circuit breakers, or other protective devices for proper
       operation, protection of personnel and equipment.

  6.3  ALL POWER SUPPLIES USED IN THE SYSTEM SHALL BE FULLY SHORT-CIRCUIT
       PROTECTED. A SHORT IN THE POWER SUPPLY DISTRIBUTION BUS SHOULD CAUSE THE
       POWER SUPPLY TO ELECTRONICALLY SHUT DOWN UNTIL THE SHORT IS REMOVED.

       All power supplies used in the system WILL be fully short-circuit
       protected. A short in the power supply distribution bus should cause the
       power supply to electronically shut down until the short is removed.

  6.4  THE SYSTEM SHALL BE ABLE TO ACCEPT AN ELECTRICAL SUPPLY PROVIDED BY
       THE COUNTY THAT SWITCHES AUTOMATICALLY FROM ANY 1 OF 4 SOURCES. THE
       SYSTEM SHALL PROVIDE SURGE AND DROP IN POWER PROTECTION FOR ALL
       HARDWARE DEVICES.

       The system WILL be able to accept an electrical supply provided by the
       County that switches automatically from any 1 of 4 sources. The system
       shall provide surge and drop in power protection for all hardware
       devices.


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17 August 1993                   45         Hennepin County Sheriff's Department
                                                Computerized Image Database
<PAGE>

                                                            XImage Corporation
                                                                      Proposal

6 MECHANICAL AND ELECTRICAL REQUIREMENTS

  6.5  ALL EQUIPMENT SUPPLIED SHALL BE PROVIDED WITH PROTECTIVE COVERS FOR
       MODULES AND SUBASSEMBLIES THAT HAVE HAZARDOUS EXPOSED WIRING OR
       TERMINALS. COVERS OR ENCLOSURES ON EQUIPMENT SHALL NOT BE ELIMINATED
       TO ACCOMMODATE COMPONENT MODIFICATIONS.

       All equipment supplied WILL be provided with protective covers for
       modules and subassemblies that have hazardous exposed wiring or
       terminals. Covers or enclosures on equipment WILL not be eliminated to
       accommodate component modifications.

  6.6  ALL EQUIPMENT MOUNTED IN CABINENTS SHALL BE DESIGNED FOR EASY ACCESS
       TO FACILITATE ANY REQUIRED MAINTENANCE.

       All equipment mounted in cabinents WILL be designed for easy access to
       facilitate any required maintenance.

  6.7  ALL REQUIRED INTERCONNECTING CABLES AND CONNECTORS SHALL BE FURNISHED
       WITH THE EQUIPMENT.

       All required interconnecting cables and connectors WILL be furnished
       with the equipment.

  6.8  ALL CABLES SHALL BE WELL INSULATED AND APPROPRIATE FOR THE INTENDED
       CLASS OF SERVICE.

       All cables WILL be well insulated and appropriate for the intended
       class of service.

  6.9  ALL CONNECTORS SUPPLIED SHALL BE WELL DESIGNED AND APPROPRIATE TO THE
       NORMAL USAGE AND ENVIRONMENT OF WHICH THEY ARE APART.

       All connectors supplied WILL be well designed and appropriate to the
       normal usage and environment of which they are apart.

  6.10 ALL CONNECTORS WHERE NECESSARY SHALL HAVE A POSITIVE LOCKING MECHANISM
       TO PREVENT ACCIDENTAL REMOVAL.

       All connectors where necessary WILL have a positive locking mechanism
       to prevent accidental removal.


--------------------------------------------------------------------------------
17 August 1993                   46         Hennepin County Sheriff's Department
                                                Computerized Image Database
<PAGE>

                                                            XImage Corporation
                                                                      Proposal

6 MECHANICAL AND ELECTRICAL REQUIREMENTS

  6.11 ALL CABLES SHALL BE MARKED BY A PERMANENT METHOD, AT LEAST ON EACH
       END, THAT ALLOWS IDENTIFICATION OF THE CABLE EASILY TRACEABLE TO THE
       MAINTENANCE DOCUMENTATION.

       All cables WILL be marked by a permanent method, at least on each end,
       that allows identification of the cable easily traceable to the
       maintenance documentation.

  6.12 ALL CONNECTORS SHALL BE PERMANENTLY MARKED WITH A REFERENCE
       DESIGNATION THAT CORRESPONDS TO THEIR MATING RECEPTACLE AND THE SUPPLIED
       DOCUMENTATION.

       All connectors WILL be permanently marked with a reference designation
       that corresponds to their mating receptacle and the supplied
       documentation.


--------------------------------------------------------------------------------
17 August 1993                   47         Hennepin County Sheriff's Department
                                                Computerized Image Database




<PAGE>

                                                            XImage Corporation
                                                                      Proposal

7    HARDWARE SPECIFICATIONS

     7.1  STANDARD EQUIPMENT:

          WHEREVER POSSIBLE, THE SYSTEM SHOULD INCORPORATE STANDARD
          "OFF-THE-SHELF" EQUIPMENT FOR WHICH THE PERFORMANCE AND RELIABILITY
          CHARACTERISTICS ARE WELL KNOWN FROM ACTUAL FIELD EXPERIENCE.
          QUALITY OF THE EQUIPMENT WILL BE CONSIDERED IN EVALUATION OF BIDS.
          THE COUNTY CURRENTLY SUPPORTS IBM PS/2 AS A STANDARD PERSONAL
          COMPUTER.

          IF A BIDDER PROPOSES TO MODIFY A PRODUCT SO AS TO MAKE IT CONFORM
          TO THE REQUIREMENTS OF THESE BID DOCUMENTS, THE BIDDER SHALL (1)
          ATTACH TO THE BID A CLEAR DESCRIPTION OF SUCH PROPOSED
          MODIFICATIONS AND (2) CLEARLY MARK ANY DESCRIPTIVE MATERIALS TO
          SHOW THE PROPOSED MODIFICATIONS. MODIFICATIONS PROPOSED AFTER THE
          BID OPENING WILL NOT BE CONSIDERED.

          Wherever possible, the system WILL incorporate standard
          "off-the-shelf" equipment for which the performance and reliability
          characteristics are well known from actual field experience.
          Quality of the equipment will be considered in evaluation of bids.
          For the Hennepin County Sheriff's Department we have specified IBM
          PS/2 466DX ValuePoint ImageStation workstations connected to an IBM
          RISC System/6000 file server.

     7.2  CONFIGURATION:

          LISTED BELOW ARE PRIMARY PIECES OF HARDWARE FOR THE INITIAL SYSTEM.
          SEE APPENDIX "C" FOR DRAWING OF EQUIPMENT SETUP. THIS LIST WILL NOT
          PREVENT THE COUNTY FROM ELECTING TO PURCHASE A LARGER OR SMALLER
          QUANTITY OF ANY ITEM. WHERE IT IS NECESSARY TO ADD HARDWARE FOR THE
          QUOTED SYSTEM TO FUNCTION, THE BIDDER MUST INCLUDE THESE ITEMS.
          LISTED BELOW ARE HARDWARE DEVICES WHICH MUST BE QUOTED IN THE
          RECOMMENDED SYSTEM APPENDIX OF THE PRICE SHEET:

               FILE SERVER
               BACKUP DEVICE
               WORKSTATIONS (8)
               UPS (8)
               SLAVE MONITOR
               CAMERA AND LIGHTING SYSTEM (3)
               COLOR SCANNER
               VIDEO TAPE FRAME CAPTURE DEVICE
               BLACK & WHITE PRINTERS (6)
               COLOR PRINTERS (SMALL) (3)
               COLOR PRINTER (LARGE) (1)
               BADGE MAKER
               WRISTBAND MAKER

--------------------------------------------------------------------------------
17 August 1993                   48         Hennepin County Sheriff's Department
                                                Computerized Image Database

<PAGE>

                                                            XImage Corporation
                                                                      Proposal

7    HARDWARE SPECIFICATIONS

     7.2  CONFIGURATION:

          LISTED BELOW ARE HARDWARE DEVICES WHICH MUST BE QUOTED, IF
          AVAILABLE, IN THE OPTIONAL SECTION E OF THE PRICE SHEET:

               WEIGHT (SCALE) CAPTURE DEVICE
               HEIGHT CAPTURE DEVICE
               SIGNATURE CAPTURE DEVICE
               FINGERPRINT ACCESS DEVICE

--------------------------------------------------------------------------------
17 August 1993                   49         Hennepin County Sheriff's Department
                                                Computerized Image Database

<PAGE>

                                                            XImage Corporation
                                                                      Proposal

7    HARDWARE SPECIFICATIONS

     7.2  CONFIGURATION:

          7.2.1  BIDDER MUST PROVIDE A COMPLETE LIST OF HARDWARE, BASED ON
                 THE HARDWARE CONFIGURATION DIAGRAM, APPENDIX C.

                 FILE SERVER
                      FILE SERVER
                      /X/ IBM RS/6000 Model 34H with 32MB RAM, 42 Mhz(1)
                              AIX UNIX Version 3.2
                              SYBASE SQL Server
                                Ports:
                                   Serial (2)
                                   Parallel (1)
                                   SCSI (2)
                                   Ethernet (1)
                                4 Microchannel Slots
                                3 1/2 1.44 Floppy Disk Drive (1)
                                400 MB System Hard Disk (1)
                                Video Graphic Adaptor (1)
                      /X/ IBM Monochrome Display Monitor (1)

                      DATA STORAGE (TEXT)
                      /X/ 669 MB System Data Hard Disk (2)

                      IMAGE STORAGE
                      /X/ Magnetic Disk ImageStorage
                             2.5 GB Seagate Hard Drive (5)

                      BACKUP DEVICE
                      /X/ Parity 2.3 GB 8mm Tape Back-Up (1)

                      MAINTENANCE MODEM
                      /X/ Telebit TrailBlazer Plus 19.2 KB Maintenance
                          Modem (2)

                      WORKSTATION
                      /X/ IBM PS/2 ValuePoint ImageStation (1)
                           SCO UNIX Open Desktop Release 3.0 (1)
                           Truevision ATVista 32-bit Videographics Card (1)
                      /X/ 15-inch Electohome Color Monitor (1)

                      BLACK AND WHITE SIMPLEX PRINTER
                      /X/ HP LaserJet 4 System Printer (1)

                      UPS
                      /X/ Emerson AP1000 Series Uninterruptible
                          Power System (1)

--------------------------------------------------------------------------------
17 August 1993                   50         Hennepin County Sheriff's Department
                                                Computerized Image Database

<PAGE>

                                                            XImage Corporation
                                                                      Proposal

7    HARDWARE SPECIFICATIONS

     7.2  CONFIGURATION:

          7.2.1  BIDDER MUST PROVIDE A COMPLETE LIST OF HARDWARE, BASED ON
                 THE HARDWARE CONFIGURATION DIAGRAM, APPENDIX C.

                 CONTINUED ...

                     NARCOTICS DIVISION
                       WORKSTATION
                       /X/ IBM PS/2 ValuePoint ImageStation (1)
                           SCO UNIX Open Desktop Release 3.0 (1)
                           Truevision ATVista 32-bit Videographics Card (1)
                       /X/ 15-inch Electohome Color Monitor (1)

                       SMALL COLOR PRINTER
                       /X/ Kodak SV6600 Color Printer, Extractor,
                           and Finisher. (1)

                       B&W SIMPLEX PRINTER
                       /X/ HP LaserJet 4 Printer (1)

                       UPS
                       /X/ Emerson AP1000 Series Uninterruptible
                           Power System (1)

--------------------------------------------------------------------------------
17 August 1993                   51         Hennepin County Sheriff's Department
                                                Computerized Image Database
<PAGE>

                                                            XImage Corporation
                                                                      Proposal

7    HARDWARE SPECIFICATIONS

     7.2  CONFIGURATION:

          7.2.1  BIDDER MUST PROVIDE A COMPLETE LIST OF HARDWARE, BASED ON
                 THE HARDWARE CONFIGURATION DIAGRAM, APPENDIX C.

                 CONTINUED ...

                     DETECTIVES DIVISION
                       WORKSTATION
                       /X/ IBM PS/2 ValuePoint ImageStation (1)
                           SCO UNIX Open Desktop Release 3.0 (1)
                           Truevision ATVista 32-bit Videographics Card (1)
                       /X/ 15-inch Electohome Color Monitor (1)

                       SMALL COLOR PRINTER
                       /X/ Kodak SV6600 Color Printer, Extractor, and
                           Finisher. (1)

                       B&W SIMPLEX PRINTER
                       /X/ HP LaserJet 4 Printer (1)

                       CAL-PHOTO CAPTURE STUDIO
                       /X/ Hitachi Hi-Resolution HV-C10F RGB Video Camera (1)
                       /X/ Remote Pan and Tilt Mechanism (1)
                           Vicon Model V3000 APT Remote Pan & Tilt (1)
                           V1600 WM Wall Mount with V1600 AH Adjustable Head (1)
                       /X/ HALO 3-Point Lighting System (1)
                       /X/ Reflective Light Pedestal (1)
                       /X/ 18% Grey Background (1)

                       VIDEOTAPE CAPTURE DEVICE
                       /X/ Video Capture Sub-system (1)
                           Truevision NTSC VID I/O Box Encoder/Decoder (1)

                       UPS
                       /X/ Emerson AP1000 Series Uninterruptible
                           Power System (1)

                       ARTIST STATION
                       Not supplied in the confines of this bid.

--------------------------------------------------------------------------------
17 August 1993                   52         Hennepin County Sheriff's Department
                                                Computerized Image Database
<PAGE>


                                                            XImage Corporation
                                                                      Proposal

7    HARDWARE SPECIFICATIONS

     7.2  CONFIGURATION:

          7.2.1  BIDDER MUST PROVIDE A COMPLETE LIST OF HARDWARE, BASED ON
                 THE HARDWARE CONFIGURATION DIAGRAM, APPENDIX C.

                 CONTINUED ...

                 JAIL/RECORDS DIVISION
                   WORKSTATIONS
                   /X/ IBM PS/2 ValuePoint ImageStation (3)
                       SCO UNIX Open Desktop Release 3.0 (3)
                       Truevision ATVista 32-bit Videographics Card (3)
                   /X/ 15-inch Electohome Color Monitor (3)

                   SLAVE MONITOR
                   /X/ 15-inch Electohome Color Monitor (1)
                     - tied to 1 of the ImageStations above.

                   SCANNER
                   /X/ Hi-Res. Camera Scanner/Copy Stand (1)
                       Hitachi Hi-Res. HV-C10 RGB Video Camera (1)
                       Kaiser Copy Stand (1)

                   SMALL COLOR PRINTER
                   /X/ Kodak SV6600 Color Printer, Extractor, and
                       Finisher. (1)

                   LARGE COLOR PRINTER
                   /X/ Mitsubishi CP-210U Large Format Color Video Printer (1)

                   B&W DUPLEX PRINTER
                   /X/ HP LaserJet 4 Si Duplex Printer (2)

                   BADGEMAKER
                   /X/ XImage Badge Laminator
                   /X/ XImage Die Cutter

                   UPS
                   /X/ Emerson AP1000 Series Uninterruptible
                       Power System (2)

--------------------------------------------------------------------------------
17 August 1993                   53         Hennepin County Sheriff's Department
                                                Computerized Image Database

<PAGE>

                                                            XImage Corporation
                                                                      Proposal

7    HARDWARE SPECIFICATIONS

     7.2  CONFIGURATION:

          7.2.1  BIDDER MUST PROVIDE A COMPLETE LIST OF HARDWARE, BASED ON
                 THE HARDWARE CONFIGURATION DIAGRAM, APPENDIX C.

                 CONTINUED ...

                 JAIL/BOOKING DIVISION
                   WORKSTATIONS
                   /X/ IBM PS/2 ValuePoint ImageStation (3)
                       SCO UNIX Open Desktop Release 3.0 (3)
                       Truevision ATVista 32-bit Videographics Card (3)
                   /X/ 15-inch Electohome Color Monitor (3)

                   CAL-PHOTO PHOTOGRAPHY AREA
                   /X/ Hitachi Hi-Res. HV-C10F RGB Video Camera (1)
                   /X/ Remote Pan and Tilt Mechanism (1)
                       Vicon Model V3000 APT Remote Pan & Tilt (1)
                       V1600 WM Wall Mount with V1600 AH Adjustable Head (1)
                   /X/ HALO 3-Point Lighting System (1)
                   /X/ Reflective Light Pedestal (1)
                   /X/ 18% Grey Background (1)

                   SWITCHING DEVICE
                   /X/ For 3 monitors to access single camera.

                   B&W DUPLEX PRINTER
                   /X/ HP LaserJet 4 Si Duplex Printer (1)

                   WRISTBAND MAKER
                   /X/ XImage Wristband Laminator
                   /X/ XImage Die Cutter

                   UPS
                   /X/ Emerson AP1000 Series Uninterruptible
                       Power System (3)

                   OPTIONS
                   Device for Weight Capture (1) - Not quoted within this bid.
                   Device for Signature Capture (1) - Not quoted within
                   this bid.
                   Device for Height Capture (1) - Not quoted within this bid.
                   Fingerprint Access Device (1) - Not quoted within this bid.

--------------------------------------------------------------------------------
17 August 1993                   54         Hennepin County Sheriff's Department
                                                Computerized Image Database

<PAGE>

                                                            XImage Corporation
                                                                      Proposal

7    HARDWARE SPECIFICATIONS

     7.2  CONFIGURATION:

          7.2.2  THE CONTRACTOR SHALL PROVIDE A MANUAL FOR EACH PIECE OF
                 EQUIPMENT AND OPTIONS DELIVERED.

                 XImage Corporation WILL provide a manual for each piece of
                 equipment and options delivered.

     7.3  PROVIDE FLEXIBILITY:

          7.3.1  ALL STATIONS SHOULD BE AS FUNCTIONALLY EQUIVALENT AS
                 POSSIBLE SO THAT ANY FUNCTION CAN BE PERFORMED FROM ANY
                 WORKSTATION, SUBJECT ONLY TO SOFTWARE CONTROLS AND INHERENT
                 HARDWARE LIMITATIONS (E.G. CAMERA/PRINTER ETC).

                 All stations WILL be as functionally equivalent as possible
                 so that any function can be performed from any workstation,
                 subject only to sofware controls and inherent hardware
                 limitations.

          7.3.2  THE SYSTEM MUST BE EASY TO RECONFIGURE AND EXPAND, SUCH AS
                 ADD-ON FILE SERVERS, WORKSTATIONS, SCANNERS, FINGERPRINT
                 ACCESS DEVICES, ETC. BIDDER MUST DESCRIBE HOW THIS IS
                 ACCOMPLISHED ON THE QUOTED SYSTEM.

                 The system WILL be easy to reconfigure and expand, such as
                 add-on file servers, workstations, scanners, fingerprint
                 access devices, etc. Because of the modular configuration of
                 the ForceField system it is easy to reconfigure and expand.
                 This will allow Hennepin County to expand their system with
                 a minimum of effort and with little change to the existing
                 system.

          7.3.3  IF THE FILE SERVER BECOMES INOPERABLE, THE WORKSTATIONS MUST
                 BE ABLE TO CONTINUE TO CAPTURE IMAGES AND DATA, AND PRINT
                 INITIAL BOOKING FORMS.

                 If the file server becomes inoperable, the workstations WILL
                 be able to continue to capture images and data, and print
                 initial booking forms.

--------------------------------------------------------------------------------
17 August 1993                   55         Hennepin County Sheriff's Department
                                                Computerized Image Database

<PAGE>

                                                           XImage Corporation
                                                                     Proposal

7    HARDWARE SPECIFICATIONS

     7.3  PROVIDE FLEXIBILITY:

          7.3.4  THE THREE BOOKING WORKSTATIONS MUST BE CAPABLE OF STORING A
                 TOTAL OF 100 (ONE HUNDRED) BOOKINGS AND ASSOCIATED IMAGES
                 WHILE THE FILE SERVER IS INOPERABLE AND SHOULD BE CAPABLE OF
                 STORING 150 (ONE HUNDRED FIFTY).

                 The three booking workstations WILL be capable of storing a
                 total of 100 (one hundred) bookings and associated images
                 while the file server is inoperable and should be capable of
                 storing 150 (one hundred fifty).

          7.3.5  THE REMAINING CAPTURE STATIONS MUST BE CAPABLE OF STORING 20
                 (TWENTY) FOLDERS AND ASSOCIATED IMAGES WHILE THE FILE SERVER
                 IS INOPERABLE.

                 The remaining capture stations WILL be capable of storing 20
                 (twenty) folders and associated images while the file server
                 is inoperable.

          7.3.6  WHEN THE FILE SERVER BECOMES OPERABLE, THE DATA AND IMAGES
                 MUST BE TRANSFERRED TO THE FILE SERVER.

                 When the file server becomes operable, the data and images
                 WILL be transferred to the file server.

     7.4  FILE SERVER:

          7.4.1  THE FILE SERVER MUST BE A MEMBER OF AN UPWARD-COMPATIBLE
                 "FAMILY" OF PROCESSORS SO THAT THE SYSTEM CAN ACCOMMODATE
                 FUTURE EXPANSION BY UPGRADING THE PROCESSORS WITH MINIMAL
                 EFFECT ON APPLICATION SOFTWARE. BIDDER SHOULD STATE WHERE
                 QUOTED FILE SERVER STANDS WITHIN THE FAMILY OF PROCESSORS.
                 OTHER INTERPRETATIONS OF THE PHRASE, "FAMILY OF PROCESSORS,"
                 WILL BE ACCEPTED IF SOFTWARE WHICH HAS BEEN SUPPORTING THE
                 REQUIRED WORKLOAD AT THE REQUIRED PERFORMANCE LEVELS WILL
                 COMPILE AND EXECUTE WITHOUT MODIFICATION OR EMULATION ON
                 PROPOSED REPLACEMENT PROCESSORS.

                 The file server WILL be a member of an upward-compatible
                 "family" of processors so that the system can accommodate
                 future expansion by upgrading the processors with minimal
                 effect on application software.

                 The RISC System/6000 models come in four binary-compatible
                 series: entry-level 200 Series and 300 Series desktop
                 POWERservers, 500 Series deskside models, and the high

--------------------------------------------------------------------------------
17 August 1993                   56         Hennepin County Sheriff's Department
                                                Computerized Image Database


<PAGE>

                                                           XImage Corporation
                                                                     Proposal

7    HARDWARE SPECIFICATIONS

     7.4   FILE SERVER:

                 performance/high capacity 900 POWERserver Series. Binary
                 compatibility across the RISC System/6000 family allows you
                 to develop your applications on the system of your choice
                 and replicate them on any RISC System/6000. You buy only
                 enough power to serve your computing needs today, while
                 protecting your investment in the future.

                 -->   The IBM RISC System/6000 family servers proposed by
                       XImage Corporation has been awarded the 1993 BYTE
                       Dealers Choice Award for best workstation.

                 -->   The proposed 300 Series of servers are industry-leading
                       systems that provide excellent price/performance and
                       capacity, with up to 256MB of memory and a maximum of
                       4GB of internal disk storage.

           7.4.2 THE SERVER MUST HAVE A MINIMUM OF 32 MB OF RAM AND SHOULD BE
                 UPGRADABLE TO 128 MB OF RAM.

                 The server WILL have a minimum of 32 MB of RAM and should be
                 upgradable to 128 MB of RAM.

           7.4.3 THE SERVER SHOULD HAVE A MINIMUM PERFORMANCE SPECMARK OF 35
                 OR EQUIVALENT.

                 The server WILL have a minimum performance SPECmark of 35
                 or equivalent.

           7.4.4 THE SERVER MUST HAVE A PROCESSOR SPEED OF 33 MHz OR BETTER.

                 The server WILL have a processor speed of 66 MHz.

           7.4.5 THE SERVER MUST HAVE AT LEAST THREE 32-BIT OR BETTER DATA
                 BUS EXPANSION SLOTS.

                 The proposed server WILL have four (4) 32-bit Micro Channel
                 card slots; two (2) serial ports; and one (1) parallel
                 printer port.

           7.4.6 THE SERVER MUST HAVE A 3 1/2" DISKETTE DRIVE.

                 The proposed server WILL have a 3 1/2" diskette drive.

--------------------------------------------------------------------------------
17 August 1993                   57         Hennepin County Sheriff's Department
                                                Computerized Image Database

<PAGE>


                                                             XImage Corporation
                                                                       Proposal

7    HARDWARE SPECIFICATIONS

     7.4 FILE SERVER:

         7.4.7   THE SERVER MUST HAVE A TRUE MULTI-TASKING 32-BIT OPERATING
                 SYSTEM THAT MEETS OPERATING SYSTEM SPECIFICATIONS AS
                 REFERENCED IN OPERATING SYSTEM SOFTWARE SECTION 8.2.

                 The server WILL utilize IBM AIX, a true multi-tasking 32-bit
                 operating system that meets operating system specifications
                 as referred in Operating System Software.

         7.4.8   SYSTEM MUST INITIALLY SUPPORT A MINIMUM OF TWENTY
                 WORKSTATIONS (CAPTURE OR DISPLAY) WHILE CONTINUING TO MEET
                 ALL SPECIFICATIONS HEREIN.

                 The configuration specified WILL initially support a minimum
                 of twenty (20) workstations (capture or display) and
                 continue to meet all specifications herein.

         7.4.9   SYSTEM MUST BE UPGRADABLE TO AT LEAST FORTY WORKSTATIONS
                 AND TWICE THE INITIAL SUPPORTED IMAGES AND DATE WHILE
                 CONTINUING TO MEET ALL SPECIFICATIONS HEREIN.

                 The configuration specified WILL be upgradable to at least
                 forty (40) workstations and twice the initial supported
                 images and data and continue to meet all specifications
                 herein.

         7.4.10  BIDDER MUST STATE THE NUMBER OF WORKSTATIONS THAT INITIAL
                 SYSTEM WILL SUPPORT.

                 The configuration specified WILL initially support a maximum
                 of twenty (20) workshops (capture or display) and will be
                 upgraded to at least forty (40) workstations with minimal
                 changes to the initial hardware configuration.

         7.4.11  DATA STORAGE:

         7.4.11.1 THE SYSTEM MUST BE CAPABLE OF CAPTURING, STORING, AND
                  QUICKLY RETRIEVING IMAGES AND CORRESPONDING DATE IN MULTIPLE
                  DATABASES TO BE DEFINED BY THE COUNTY (I.E. ADULTS BOOKED,
                  EMPLOYEE PHOTO I.D., INVESTIGATIVE, ETC.)

                  The system WILL be capable of capturing, storing, and
                  quickly retrieving images and corresponding date in
                  multiple databases to be defined by the County (i.e.,
                  adults booked, employee photo i.d., investigative, etc.)


--------------------------------------------------------------------------------
17 August 1993                   58         Hennepin County Sheriff's Department
                                                Computerized Image Database

<PAGE>


                                                             XImage Corporation
                                                                       Proposal

7    HARDWARE SPECIFICATIONS

     7.4  FILE SERVER:

          7.4.11.2  THE SYSTEM MUST BE ABLE TO INITIALLY SUPPORT THREE YEARS
                    OF ON-LINE STORAGE BASED ON THE GIVEN USE, A TOTAL OF
                    125,000 IMAGES PER YEAR AND 375,000 FOR THREE YEARS. THE
                    NUMBER OF IMAGES ARE BASED ON:

                    1)  40,000 BOOKINGS (ONE FRONT AND ONE SIDE VIEW PHOTO FOR
                        EACH BOOKING) PER YEAR, OR 80,000 IMAGES WITH AN
                        AVERAGE OF 600 BYTES OF DATA FOR EACH BOOKING;

                    2)  10,000 ADDITIONAL FRONT AND SIDE VIEWS FOR GLASSES,
                        WIGS, TATTOOS, ETC., OR 20,000 IMAGES ATTACHED TO
                        ABOVE BOOKINGS;

                    3)  2,000 EMPLOYEE/VISITOR PHOTOS WITH AN AVERAGE OF 600
                        BYTES OF DATA FOR EACH EMPLOYEE;

                    4)  23,000 INVESTIGATIVE RECORDS WITH AN AVERAGE OF 6K OF
                        DATA FOR EACH RECORD.

                    5)  AUDIT LOG

                    The system WILL be able to initially support three years
                    of on-line storage based on the given use, a total of
                    125,000 images per year and 375,000 for three years.

          7.4.12  FILE SERVER MONITOR, KEYBOARD & MOUSE:

                  THE SERVER MONITOR, KEYBOARD AND MOUSE MUST HAVE THE SAME
                  SPECIFICATIONS AS A WORKSTATION AND BE A SINGLE SCREEN
                  SOLUTION FOR IMAGES AND DATA. FAILURE OR MAINTENANCE OUTAGE
                  OF THE SYSTEM TERMINAL MUST NOT FUNCTIONALLY DISABLE THE
                  ASSOCIATED FILE SERVER.

                  An additional IBM PS/2 466DX ValuePoint ImageStation will be
                  located at the file server location. This station's monitor,
                  keyboard and mouse WILL have the same specification as other
                  workstation's on the system and be a single screen solution
                  for images and data. Failure or maintenance outage of the
                  system terminal WILL not functionally disable the associated
                  file server.

     7.5  MODEM TO PROVIDE MAINTENANCE SUPPORT:

          7.5.1   MUST HAVE A HIGH SPEED MODEM WITH A MINIMUM 9600 BPS RATE.
                  BIDDER MUST STATE MODEM BPS RATE.

                  The proposed system WILL have a Telebit Trailblazer T2500
                  modem which features a 1800 bps rate.


--------------------------------------------------------------------------------
17 August 1993                   59         Hennepin County Sheriff's Department
                                                Computerized Image Database

<PAGE>

                                                            XImage Corporation
                                                                      Proposal
7   HARDWARE SPECIFICATIONS

    7.5   MODEM TO PROVIDE MAINTENANCE SUPPORT:

          7.5.2   BIDDER SHOULD STATE WHETHER OR NOT A FAX CAPABILITY IS PART
                  OF THE MODEM.

                  Fax capability is not a part of the supplied modem.

          7.5.3   MUST USE A CONVENTIONALLY SWITCHED TELEPHONE LINE.

                  The supplied modem WILL use a conventionally switched
                  telephone line.

    7.6     BACKUP DEVICE:

            7.6.1   THE SYSTEM MUST INCLUDE A STATE-OF-THE-ART BACKUP DEVICE.

                    The system WILL include a 2.3 GB 8mm backup device.

            7.6.2   BIDDER MUST STATE THE TYPE OF MEDIUM USED (I.E. TYPE OF
                    TAPE).

                    8MM magnetic tape backup is utilized by the ForceField
                    System.

            7.6.3   THE DEVICE(S) MUST ALLOW BACKUPS OF ALL WORKSTATIONS AND
                    THE FILE SERVER FROM ONE LOCATION.

                    The device WILL allow backups of all workstations and the
                    file server from one location.

            7.6.4   THERE MUST BE SUFFICIENT STORAGE FOR AT LEAST 2 GB PER
                    STORAGE MEDIUM.

                    The proposed magnetic tape storage is sufficient for 2.3
                    GB each cartridge.

            7.6.5   THE SUSTAINED TRANSFER RATE MUST BE AT LEAST 200 KB/SEC.
                    BIDDER MUST STATE KB/SEC TRANSFER RATE AND SEARCH RATE OF
                    PROPOSED DEVICE.

                    The sustained transfer rate of the proposed tape backup
                    device WILL EXCEED 200 KB/sec.

                    The KB/sec transfer and search rate is 245 KB/sec.


--------------------------------------------------------------------------------
17 August 1993                   60         Hennepin County Sheriff's Department
                                                Computerized Image Database

<PAGE>

                                                            XImage Corporation
                                                                      Proposal

7   HARDWARE SPECIFICATIONS

    7.7   WORKSTATIONS (8):

          7.7.1   THE WORKSTATION MUST BE A SINGLE SCREEN SOLUTION DISPLAYING
                  BOTH DATA AND IMAGES FOR PHOTO IMAGING APPLICATIONS.

                  The workstation WILL be a single screen solution displaying
                  both data and images for photo imaging applications. The
                  ForceField System displays both images and data on a single
                  screen.

          7.7.2   MONITOR:

          7.7.2.1   MUST HAVE A MINIMUM RESOLUTION OF 780 x 480 PIXELS AND
                    SUPPORT BOTH 16 AND 24-BIT COLOR IMAGES WITH .28MM DOT
                    PITCH OR BETTER.

                    The workstation monitor is the ELECTROHOME ECM 1510 with
                    a resolution of 1024 x 768 pixels and supports both 16 and
                    24-bit color images with .28mm dot pitch.

                    We also offer a 13" SONY CPD-1302 with a resolution of
                    900 x 560 pixels and supports both 16 and 24-bit color
                    images with .28mm dot pitch.

                --> This option represents a significant savings to Hennepin
                    County.

          7.7.2.2   MUST HAVE A MINIMUM OF A 15-INCH DIAGONAL NON-GLARE
                    SCREEN. BIDDER SHOULD SPECIFY OPTIONAL MONITORS (SCREEN
                    SIZES LARGER AND SMALLER THAN 15" DIAGONAL, HIGHER
                    RESOLUTION, ETC. WITH SPECIFICATIONS).

                    The ELECTROHOME ECM 1510 has a 15-inch diagonal non-glare
                    screen.

                    The SONY CPD-1302 has a 13-inch diagonal non-glare screen.

          7.7.2.3   MUST HAVE A NON-INTERLACED MONITOR WITH AN APPROPRIATE
                    RESOLUTION AND REFRESH RATE FOR THE GRAPHICS BOARD.

                    The ELECTROHOME ECM 1510 & SONY CPD-1302 are both
                    non-interlaced with an appropriate resolution and
                    refresh rate for the graphics board.

          7.7.2.4   MUST DISPLAY INTENSITY CONTINUOUSLY VARIABLE BY THE
                    OPERATOR FROM COMPLETELY DARK TO MAXIMUM BRIGHTNESS.

                    The ELECTROHOME ECM 1510 & SONY CPD-1302 WILL both
                    display intensity continuously variable by the operator
                    from completely dark to maximum brightness.

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<PAGE>

                                                            XImage Corporation
                                                                      Proposal

7   HARDWARE SPECIFICATIONS

    7.7   WORKSTATIONS (8):

          7.7.2.5   ALL CHARACTERS AND GRAPHICS, INCLUDING "DIM," MUST BE
                    STABLE AND JITTER FREE.

                    The ELECTROHOME ECM 1510 & SONY CPD-1302 are both
                    non-interlaced. The primary benefit of this feature is
                    that the display will remain stable and flicker free
                    under most all ambient conditions encountered in a
                    typical office environment.

          7.7.2.6   CHARACTERS AND GRAPHICS MUST HAVE A UNIFORM APPEARANCE ON
                    ALL PARTS OF THE SCREEN.

                    Characters and graphics WILL have a uniform appearance on
                    all parts of the screen.

          7.7.2.7   MUST BE ATTACHED TO A TILT/SWIVEL BASE.

                    The monitor WILL be attached to a tilt/swivel base.

          7.7.3     KEYBOARD AND MOUSE:

          7.7.3.1   THE KEYBOARD DESIGN MUST PREVENT MALFUNCTION DUE TO KEY
                    "BOUNCE," SIMULTANEOUS CLOSURE OF MULTIPLE KEYS OR
                    SPILLAGE OF LIQUIDS.

                    The keyboard design WILL prevent malfunction to key
                    "bounce," simultaneous closure of multiple keys or
                    spillage of liquids.

          7.7.3.2   THE KEYS SHOULD BE FORMED BY DOUBLE-SHOT MOLDING TO
                    PREVENT DIRT AND DUST FROM OBLITERATING THE LEGENDS.

                    The keys WILL be formed by double-shot molding to prevent
                    dirt and dust from obliterating the legends.

          7.7.3.3   THE KEYBOARD MUST BE DETACHED OR DETACHABLE FROM THE
                    WORKSTATION ON AN EXTENDED, COILED CABLE, AND ITS
                    POSITION MUST BE ADJUSTABLE BY THE OPERATOR.

                    The keyboard WILL be detached or detachable from the
                    workstation on an extended, coiled cable, and its
                    position CAN be adjustable by the operator.

          7.7.3.4   MUST INCLUDE A MOUSE.

                    The workstation WILL include a mouse.

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<PAGE>

                                                             XImage Corporation
                                                                       Proposal

7  HARDWARE SPECIFICATIONS

   7.7  WORKSTATIONS (8):

        7.7.4   PROCESSOR:

        7.7.4.1  THE PROCESSOR MUST BE A MEMBER OF AN UPWARD-COMPATIBLE
                 "FAMILY OF PROCESSORS" SO THAT THE SYSTEM CAN ACCOMMODATE
                 FUTURE EXPANSION BY UPGRADING THE COMPUTER WITH MINIMAL
                 EFFECT ON APPLICATION SOFTWARE. BIDDER SHOULD STATE WHERE
                 QUOTED PROCESSOR STANDS WITHIN THE FAMILY OF PROCESSORS.
                 OTHER INTERPRETATIONS OF THE PHRASE, "FAMILY OF PROCESSORS"
                 WILL BE ACCEPTED IF SOFTWARE WHICH HAS BEEN SUPPORTING THE
                 REQUIRED WORKLOAD AT THE REQUIRED PERFORMANCE LEVELS WILL
                 COMPILE AND EXECUTE WITHOUT MODIFICATION OR EMULATION ON
                 PROPOSED REPLACEMENT PROCESSORS.

                 The processor WILL be a member of an upward-compatible
                 "family of processors" so that the system can accommodate
                 future expansion by upgrading the computer with minimal
                 effect on application software.

                 The IBM PS/2 466DX ValuePoint ImageStation utilizes the
                 powerful Intel 80486 family of microprocessors. This will
                 give Hennepin County Sheriff's Department the power and the
                 speed to take full advantage of the ForceField imaging
                 software. Should the County decide to expand the
                 capabilities of the system, this platform can accommodate
                 future expansion with minimal effect on application software.

        7.7.4.2  SHOULD UTILIZE A CPU WITH A MINIMUM SPECMARK OF 25 OR
                 EQUIVALENT.

                 The workstations WILL utilize a CPU with a minimum SPECmark
                 of 25 or equivalent.

        7.7.4.3  MUST HAVE A MINIMUM PROCESSOR SPEED OF 33 MHz.

                 The workstations WILL have a processor speed of 66 MHz.

        7.7.4.4  MUST HAVE THE EQUIVALENT OF A 486 OR BETTER PROCESSOR.

                 The workstations WILL utilize the Intel 486 DX processor.


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<PAGE>

                                                             XImage Corporation
                                                                       Proposal

7  HARDWARE SPECIFICATIONS

   7.7  WORKSTATIONS (8):

        7.7.4.5  MUST HAVE A MINIMUM OF 16 MB RAM AND SHOULD BE UPGRADABLE TO
                 32 MB RAM.

                 The workstations WILL have a minimum of 16 MB RAM and WILL be
                 upgradable to 32 MB RAM.

        7.7.4.6  MUST HAVE A MINIMUM A 160 MB HARD DISK.

                 The workstations WILL have a minimum 160MB hard disk.

        7.7.4.7  MUST HAVE AT LEAST TWO 32-BIT OR BETTER DATA BUS EXPANSION
                 SLOTS.

                 The workstations WILL have at least two 32-bit data bus
                 expansion slots.

        7.7.4.8  MUST HAVE A 3-1/2" DISKETTE DRIVE.

                 The workstations WILL have a 3-1/2" diskette drive.

        7.7.4.9  MUST HAVE A TRUE MULTI-TASKING 32-BIT OPERATING SYSTEM THAT
                 MEETS OPERATING SYSTEM SPECIFICATIONS AS REFERENCED IN THE
                 OPERATING SYSTEM SOFTWARE SECTION 8.2.

                 The workstations WILL utilize SCO Unix, a true Multi-tasking
                 32-bit operating system that meets operating system
                 specifications as referenced in the Operating System
                 Software section. SCO Open Desktop is an integrated,
                 advanced, 32-bit operating system that combines the
                 collective power of a graphical UNIX system and networking
                 services.

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<PAGE>

                                                             XImage Corporation
                                                                       Proposal

7  HARDWARE SPECIFICATIONS

   7.7  WORKSTATIONS (8):

        7.7.5   VIDEO GRAPHICS BOARD:

        7.7.5.1  ALL WORKSTATIONS MUST HAVE A VIDEO GRAPHICS BOARD THAT
                 CAPTURES AND DISPLAYS IMAGES WITH A RESOLUTION EQUAL TO OR
                 BETTER THAN 750 X 480 PIXELS. BIDDER MUST QUOTE A 24-BIT
                 SOLUTION IN THE RECOMMENDED SYSTEM AND MUST QUOTE A 16-BIT
                 SOLUTION AS AN OPTION.

                 THE BIDDER MUST PROVIDE A DESCRIPTION IN THE QUOTED 16 AND
                 24-BIT SOLUTIONS. ANY CHANGES THAT WILL EFFECT EITHER PIECES
                 OF HARDWARE OR SOFTWARE OR THE PRICES RELATING TO THIS ITEM
                 ARE TO BE CLEARLY LISTED IN APPENDIX E UNDER "OPTIONS"
                 NOTING WHICH ITEMS THEY REPLACE AND THE NEW PRICE.

                 All workstations WILL have a video graphics board that
                 captures and displays images with a resolution equal to or
                 better than 750 x 480 pixels. XImage Corporation has quoted
                 a 24-bit solution in the recommended system and a 16-bit
                 solution as an option.

                 The 16-bit approach utilizes 5 bits for RED, GREEN, and
                 BLUE. This configuration allows for 32,768 colors per pixel.
                 Our proposed 24-bit solution utilizes 8 bits for RED, GREEN,
                 and BLUE and allows for 16.7 million possible colors per
                 pixel.

                 The 24-bit solution requires different software and and
                 additional 2MB RAM on the videographics board. Any other
                 changes that will effect either pieces of hardware or
                 software or the prices relating to this item have been
                 clearly listed in Appendix E under "Options" noting which
                 items they replace and the new price.

              -> Please see the enclosed pricing and print samples for
                 information on our 16-bit system. This system represents a
                 significant cost savings to Hennepin County with excellent
                 print quality.

   7.8  UNINTERRUPTED POWER SUPPLY (9):

        7.8.1  AT LEAST A TEN MINUTE UNINTERRUPTED POWER SUPPLY MUST BE
               PROVIDED FOR ALL WORKSTATIONS AND FILE SERVER TO ALLOW FOR
               ORDERLY, UNATTENDED GRACEFUL (SOFT) SHUTDOWN OF THE SYSTEM DUE
               TO POWER PROBLEMS.

               At least a ten minute uninterrupted power supply WILL be
               provided for all workstations and file server to allow for
               orderly, unattended graceful (soft) shutdown of the system due
               to power problems.

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<PAGE>

                                                           XImage Corporation
                                                                     Proposal
7   HARDWARE SPECIFICATIONS

    7.8   UNINTERRUPTED POWER SUPPLY (9):

          7.8.2   UPS MUST BE ON-LINE TO CONTINUOUSLY FILTER INCOMING
                  UTILITY POWER TO REMOVE SPIKES, SURGES, TRANSIENTS, OR
                  OTHER IRREGULARITIES TO PRODUCE CONSTANT POWER OUTPUT.

                  The UPS WILL be on-line to continuously filter incoming
                  utility power to remove spikes, surges, transients, or
                  other irregularities to produce constant power output.

          7.8.3   BIDDER MUST DESCRIBE HOW THE UPS AND ASSOCIATED SOFTWARE
                  ACCOMPLISH THE ABOVE UPS SPECIFICATIONS.

                  XImage Corporation has proposed the Emerson Computer Power
                  AP1000 Series of Uninterruptible Power Systems (UPS). These
                  systems provide the level of protection the ForceField
                  system needs for reliable continuous operation. These
                  systems act as two systems in one. First, they continuously
                  supply the computer system with conditioned power and
                  second, they provide a back-up source to power the
                  ForceField system during brownout or total blackout
                  conditions of 15 minutes of longer.

          7.8.4   BIDDER MUST STATE WATTAGE RATING/CAPACITY FOR UPS.

                  Please see our technical literature section in this
                  proposal for the wattage ratting/capacity for the proposed
                  UPS.

    7.9   SLAVE MONITOR (1):

          7.9.1   MUST BE ATTACHED TO A WORKSTATION LOCATED WITHIN 20 FEET.

                  A slave monitor WILL be attached to a workstation located
                  within 20 feet.

          7.9.2   MUST HAVE SAME SPECIFICATIONS AS LISTED IN WORKSTATION
                  MONITOR SECTION. SHOULD BE THE SAME MONITOR AS THE
                  WORKSTATION TO WHICH IT IS ATTACHED.

                  The slave monitor WILL have same specifications as listed in
                  workstation monitor section and WILL be the same monitor as
                  the workstation to which it is attached.


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<PAGE>



                                                            XImage Corporation
                                                                      Proposal

7   HARDWARE SPECIFICATIONS

    7.9   SLAVE MONITOR (1):

          7.9.3   MUST MIRROR THE HOST WORKSTATION MONITOR.

                  The slave monitor WILL mirror the host workstation monitor.

          7.9.4   SHOULD HAVE A SWITCH DEVICE TO TURN THE MONITOR ON AND OFF
                  AT THE WORKSTATION.

    7.10  CAMERA AND LIGHTING SYSTEM (2):

          7.10.1  THE STORED IMAGES MUST BE OF SUFFICIENT RESOLUTION TO
                  PRODUCE A HIGH QUALITY, HARD COPY PRINTOUT WHICH IS NEAR
                  OR COMPARABLE TO A 35MM PHOTOGRAPH. THE BIDDER MUST PROVIDE
                  SAMPLES OF BOTH COLOR AND BLACK AND WHITE MUG SHOTS BOTH
                  COLLECTED AND PRINTED ON THE QUOTED SYSTEM.

                  The stored images WILL be of sufficient resolution to
                  produce a high quality, hard copy printout which is near or
                  comparable to a 35mm photograph. We have provided samples
                  of both color and black and white mug shots both collected
                  and printed on the quoted system.

          7.10.2  MUST BE A RGB 3 CHIP SOLTD STATE, COLOR CAMERA AND HAVE A
                  MINIMUM OF 530 LINES OF RGB RESOLUTION. BIDDER SHOULD STATE
                  ANY OTHER CHOICES AVAILABLE.

                  The booking station WILL be equipped with a Hitachi HV-C10F
                  RGB 3 chip solid state, color camera with 560 lines of RGB
                  resolution (750 TV lines at center - LUMINANCE SIGNAL).

                  XImage Corporation also offers the Hitachi HV-Cll RGB 3
                  chip solid state, color camera with 510 lines of RGB
                  resolution (700 TV lines at center - LUMINANCE SIGNAL).
                  This camera exceeds the CAL Photo standard and can be had
                  for a reduced cost. Please see our optional equipment
                  listing in the pricing section.

          7.10.3  MUST HAVE A HIGH QUALITY f/1.4 OR BETTER LENS.

                  Both the Hitachi HV-C10F and Hitachi HV-Cll are equipped
                  with a high quality f/1.4 lens.


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<PAGE>

                                                            XImage Corporation
                                                                      Proposal


7   HARDWARE SPECIFICATIONS

    7.10   CAMERA AND LIGHTING SYSTEM (2):

           7.10.4   BIDDER MUST DESCRIBE THE TECHNIQUE EMPLOYED TO INSURE
                    CONSISTENT PHOTOGRAPHS OF VERY SHORT OR VERY TALL
                    SUBJECTS. BIDDER MUST PROVIDE MUGSHOT SAMPLES OF 1 PERSON
                    LESS THAN 5' TALL AND 1 PERSON MORE THAN 6'5" TALL, USING
                    THE SAME CAMERA FROM A DISTANCE OF 15 FEET. BIDDER MUST
                    CLEARLY LABEL EACH MUGSHOT AS TO THE HEIGHT OF THE SUBJECT
                    AND DISTANCE FROM THE CAMERA.

                    Each capture station will be equipped with a Vicon Model
                    V3000 APT remote pan & tilt mechanism. This wall mounted
                    device can be controlled by a control stick located at
                    the workstation. The camera and lens configuration will
                    ensure consistent capture of short and tall subjects.

           7.10.5   THE SYSTEM MUST USE AN 18% GRAY BACKGROUND.

                    The system WILL use an 18% gray background.

           7.10.6   BIDDER MUST STATE MINIMUM AND MAXIMUM DISTANCE OF SUBJECT
                    TO CAMERA AND ANY REQUIREMENT FOR DISTANCE OF SUBJECT
                    FROM BACKGROUND/WALL FOR ACCEPTABLE PHOTOS.

                    MINIMUMS for image capture are:

                       Subject to camera                6 feet (72 inches)
                       Background to subject            2 feet (24 inches)

                    MAXIMUMS for image capture are:

                       Subject to camera                40 feet (480 inches)
                       Background to subject            OPEN

           7.10.7   MUST HAVE AN APPROPRIATE LIGHTING SYSTEM FOR QUALITY
                    IMAGES WITH MINIMAL SHADOWING.

                    The capture area WILL be equipped with an appropriate
                    lighting system for quality images with minimal shadowing.
                    Three point lighting will be incorporated with the 18%
                    grey background and a reflective pedestal to provide
                    optimum capture conditions.

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<PAGE>

                                                              XImage Corporation
                                                                        Proposal

7   HARDWARE SPECIFICATIONS

    7.10  CAMERA AND LIGHTING SYSTEM (2):

          7.10.8   ONE OF THE CAMERAS MUST BE SHARED BY THREE WORKSTATIONS IN
                   THE JAIL BOOKING AREA. A HARDWARE OR SOFTWARE SWITCHING
                   DEVICE AT THE WORKSTATION MUST BE PROVIDED.

                   One of the cameras WILL be shared by three workstations in
                   the jail booking area. An EXTRON ADA 3-180 switching device
                   installed at the workstations WILL be provided.

          7.10.9   THE CAMERA MUST BE SECURELY MOUNTED ON A WALL OR CEILING
                   AT A HEIGHT WHICH WILL PROVIDE LIMITED ACCESS TO INMATES.

                   The camera WILL be securely mounted on a wall or ceiling
                   at a height which will provide limited access to inmates.

          7.10.10  THE CAMERA MUST BE OF A HEAVY DUTY, COMMERCIAL
                   CONSTRUCTION.

                   The camera WILL be of a heavy duty, commercial
                   construction.

    7.11  COLOR SCANNER (1):

          7.11.1   ONE WORKSTATION IN THE JAIL RECORDS AREA MUST HAVE A
                   SCANNER OR CAMERA TO CAPTURE HISTORICAL IMAGES FROM
                   POSITIVE OR NEGATIVE PHOTO, COLOR OR BLACK AND WHITE, 35MM,
                   70MM, POLAROID, ARTIST SKETCH, DRIVER'S LICENSE OR PHOTO
                   IDENTIFICATION, PLAIN PAPER, ETC.

                   One workstation in the jail records area WILL have a
                   Hitachi HV-C10 RGB 3 chip solid state, color camera
                   mounted to a copystand/scanner bed to capture historical
                   images from positive or negative photo, color or black and
                   white, 35MM, 70MM, polaroid, artist sketch, driver's
                   license or photo identification, plain paper, etc.

          7.11.2   MUST ACCEPT A SOURCE DOCUMENT UP TO 8 1/2" X 11".

                   The color scanner workstation WILL accept a source
                   document up to 8 1/2" X 11".

          7.11.3   MUST ALLOW ADJUSTMENT OF HUE, SATURATION AND CONTRAST.

                   The camera WILL allow adjustment of hue, saturation and
                   contrast.

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<PAGE>

                                                              XImage Corporation
                                                                        Proposal

7   HARDWARE SPECIFICATIONS

    7.11  COLOR SCANNER (1):

          7.11.4   MUST ALLOW "CROPPING" THE PORTION OF THE ORIGINAL TO BE
                   STORED.

                   The system WILL allow "cropping" the portion of the
                   original to be stored.

          7.11.5   THE SCANNED IMAGE SHOULD BE COMPARABLE TO THE ORIGINAL
                   IMAGE QUALITY.

                   The scanned image WILL be comparable to the original image
                   quality.

          7.11.6   IF THE SCANNER SOLUTION INCLUDES A CAMERA, THE CAMERA
                   SHOULD BE EXCHANGEABLE WITH THE WORKSTATION CAPTURE CAMERA.

                   The camera utilized by this workstation WILL be
                   exchangeable with any of the workstation capture cameras.

    7.12  VIDEO TAPE FRAME CAPTURE DEVICE:

          7.12.1   ONE WORKSTATION IN THE DETECTIVE UNIT MUST BE EQUIPPED TO
                   CAPTURE COLOR IMAGES FROM VIDEO TAPE, VHS FORMAT.

                   One workstation in the detective unit WILL be equipped to
                   capture color images from video tape, VHS format.

          7.12.2   MUST BE ABLE TO "CROP" THE FRAME PORTION TO BE STORED.

                   The video frame capture device WILL be able to "crop" the
                   frame portion to be stored.

          7.12.3   BIDDER SHOULD STATE IF ANY OTHER DEVICES/FORMATS (VIDEO
                   DISK, PORTABLE DIGITAL CAMERAS, 8MM ETC.) THAT CAN ALSO BE
                   UTILIZED.

                   Forcefield can utilize output produced by the above
                   devices.

          7.12.4   THE BIDDER MUST INCLUDE IN THE OPTION SECTION A TIME BASED
                   CORRECTOR UNIT.

                   The option of a time based corrector unit has been
                   included in Appendix E.

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<PAGE>

                                                              XImage Corporation
                                                                        Proposal

7   HARDWARE SPECIFICATIONS

    7.13  BLACK AND WHITE LASER PRINTER (6):

          7.13.1   MUST HAVE A MINIMUM PRINT RESOLUTION OF 300 DPI. BIDDER
                   SHOULD ALSO QUOTE A 600 DPI SOLUTION AS AN OPTION.

                   XImage Corporation has proposed the Hewlett Packard
                   LaserJet 4 series of Black and White laser printers. These
                   printers WILL have a minimum print resolution of 300 DPI.
                   We have also quoted a 600 DPI solution as an option.

          7.13.2   BIDDER MUST QUOTE BOTH SINGLE AND DOUBLE PAPER BINS.

                   We have quoted both single and double paper bins.

          7.13.3   BIDDER MUST STATE THE NUMBER OF PAGES PER MINUTE TO PRINT
                   A PAGE OF TEXT. THE MINIMUM TEXT RATE MUST BE EIGHT PAGES
                   PER MINUTE. BIDDER MUST STATE THE NUMBER OF PAGES PER
                   MINUTE TO PRINT A DOCUMENT CONTAINING A PHOTO APPROXIMATELY
                   3" X 5".  THE MINIMUM PHOTO DOCUMENT RATE MUST BE 1 PAGE
                   PER MINUTE.

                   The HP LaserJet prints 8 pages per minute of text. If an
                   image is included, the system will be able to print within
                   1 minute.

          7.13.4   MUST HAVE SUFFICIENT STORAGE TO PRINT PHOTOS AND DATA ON
                   FORMS. BIDDER MUST STATE PRINTER RAM.

                   300 DPI requires 2 MB RAM and 600 DPI requires 10 MB RAM.

          7.13.5   MUST HAVE SIMPLEX AND DUPLEX PRINT CAPABILITIES. BIDDER
                   SHOULD QUOTE BOTH TYPES.

                   The Hewlett Packard LaserJet 4 WILL have simplex and duplex
                   print capabilities. We have quoted both types.

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<PAGE>

                                                            XImage Corporation
                                                                      Proposal

7  HARDWARE SPECIFICATIONS

   7.13 BLACK AND WHITE LASER PRINTER (6):

        7.13.6   BIDDER MUST STATE PAPER WEIGHTS THAT CAN BE USED. MUST ACCEPT
                 STANDARD 20# AND SHOULD ACCEPT UP TO AT LEAST 30# PAPER IN
                 8 1/2 X 11" SIZE.

                 The range of paper weights requested are supported by the
                 printer. Good quality cut-sheet copier and bond paper,
                 special-application papers, envelopes, labels and overhead
                 transparency films designed for use with laser printers can
                 also be utilized by the printer. Best results are obtained
                 when 16-36 pound paper is stored and used in temperatures from
                 63 to 73 degrees fahrenheit and 40 to 50% relative humidity.

        7.13.7   MUST SUPPORT PRINTING OF PRESSURE SENSITIVE "STICK ON"
                 LABELS WHICH ARE ARRANGED ON 8 1/2" X 11" SHEETS.

                 The Hewlett Packard LaserJet 4 WILL support printing of
                 pressure sensitive "stick on" labels which are arranged on
                 8 1/2" X 11" sheets.

        7.13.8   BIDDER MUST STATE THE NUMBER OF SHEETS PER PRINT CARTRIDGE
                 OF ANY PRINTER QUOTED.

                 The HP LaserJet series can provide 7,000 pages of text pages
                 or 3,000 image pages. Dependent on the print formats used on
                 any particular printer, print capacity can be expected to fall
                 within this range.

        7.13.9   BIDDER MUST INCLUDE INFORMATION ON SUGGESTED REPLACEMENT
                 CYCLE OF COMPONENTS AND MAINTENANCE REQUIREMENTS.

                 Since the Hewlett Packard LaserJet 4 print head is
                 incorporated with the toner cartridge, periodic print head
                 replacement no longer exists as a separate maintenance item.
                 When the toner cartridge is replaced we recommend a thorough
                 vacuuming of the interior of the printer.

        7.13.10  BIDDER MUST SUBMIT SAMPLES OF PRINTED IMAGES WITH EACH
                 OPTION AND MARK SAMPLES AS 16-BIT AND 24-BIT.

              -> We have captured images in 16-bit and 24-bit color printed
                 on the Kodak SV6600 dye sublimation printer. We are currently
                 developing print drivers for 24-bit images for other offered
                 printers. These Kodak samples provide a graphical
                 representation of what can be expected from other printers
                 offered by XImage Corporation.

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<PAGE>

                                                            XImage Corporation
                                                                      Proposal

7  HARDWARE SPECIFICATIONS

   7.14 COLOR PRINTER:

        7.14.1   TWO SIZES OF PRINTERS MUST BE PROVIDED. BOTH PRINTERS SHOULD
                 BE CAPABLE OF PRODUCING HARD COPY, NON-DETERIORATING, NEAR
                 PHOTOGRAPHIC QUALITY PICTURES SIMILAR TO THOSE PRODUCED BY
                 35MM TYPE COLOR CAMERAS.

                 Two sizes of printers WILL be provided. Both printers WILL
                 be capable of producing hard copy, non-deteriorating, near
                 photographic quality pictures similar to those produced by
                 35MM type color cameras.

        7.14.2   BIDDER MUST STATE THE COST OF PRINTING PHOTOS ON EACH
                 PRINTER QUOTED.

                    -> KODAK SV6600           $1.00 each 4x5 print

                    -> MITSUBISHI CP-21OU     $4.00 each 8.5x11 print

        7.14.3   BIDDER MUST INCLUDE INFORMATION ON SUGGESTED REPLACEMENT
                 CYCLE OF COMPONENTS AND MAINTENANCE REQUIREMENTS.

                   ForceField printers are covered under the quoted hardware
                   maintenance agreement. XImage Corporation will support up to
                   12,000 prints per year on the Kodak small format printer and
                   6,000 prints per year on the Mitsubishi large format printer.
                   If print media is NOT purchased from XImage during the prior
                   year, there will be an additional maintenance charge of 8
                   cents per print for the Kodak and 16 cents per print for the
                   Mitsubishi on all overages. If Hennepin purchases this media
                   from XImage these costs will be waived. In either case print
                   head replacement is not included, whether periodic or by
                   failure.

        7.14.4   BIDDER MUST STATE THE NUMBER OF SHEETS PER PRINT CARTRIDGE
                 OF ANY PRINTER QUOTED.

                    -> KODAK SV6600           100 sheets

                    -> MITSUBISHI CP-21OU     100 sheets

        7.14.5   BIDDER MUST QUOTE A DYE SUBLIMATION SOLUTION. BIDDER
                 SHOULD PROVIDE ADDITIONAL OPTIONS SUCH AS THERMAL.

                 XImage Corporation HAS provided additional information on
                 The Canon CJ (Bubble Jet) and CLC (Color Laser) series of
                 color printers. Please see the pricing and technical
                 literature sections for particulars.

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<PAGE>

                                                            XImage Corporation
                                                                      Proposal

7 HARDWARE SPECIFICATIONS

  7.14  COLOR PRINTER:

        7.14.6   BIDDER MUST SUBMIT SAMPLES OF PRINTED IMAGES WITH EACH
                 OPTION AND MARK SAMPLES AS 16-BIT AND 24-BIT.

              -> We have captured images in 16-bit and 24-bit color printed
                 on the Kodak SV6600 dye sublimation printer. We are currently
                 developing print drivers for 24-bit images for other offered
                 printers. These Kodak samples provide a graphical
                 representation of what can be expected from other printers
                 offered by XImage Corporation.

        7.14.7   SMALL COLOR PRINTER (3):

        7.14.7.1   THE SMALL COLOR PRINTER MUST BE CAPABLE OF PRODUCING
                   IMAGE(S) SINGLE OR MULTIPLE, ON PRINT PAPER SIMILAR IN SIZE
                   TO A 3-1/2" X 5" PRINT.

                   The KODAK SV6600 small color printer WILL be capable of
                   producing image(s) single or multiple, on 4x5 print paper.

                -> We have proposed an alternative small color printer for
                   use with the system. The Edicon ID 200 P provides sharp
                   images on a small format photographic media. As we have just
                   completed the interface to this printer we have no marketing
                   brochure for your review.. Please view our print samples.

        7.14.7.2   MUST PRINT IN 90 SECONDS AFTER PRINT JOB IS RECEIVED BY
                   THE PRINTER.

                   The KODAK SV6600 Series WILL print normal density prints
                   within 75 seconds.

        7.14.7.3   MUST HAVE A MINIMUM RESOLUTION OF 500 X 460 PIXELS.

                   Digital images WILL be reproduced with a resolution of 512
                   x 512 pixels.

        7.14.7.4   SHOULD OFFER A BLACK AND WHITE PRINT SET OPTION.

                   The KODAK SV6600 series WILL offer a black and white print
                   set option.


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<PAGE>

                                                            XImage Corporation
                                                                      Proposal

7 HARDWARE SPECIFICATIONS

  7.14 COLOR PRINTER:

       7.14.8  LARGE COLOR PRINTER (1):

       7.14.8.1  THE LARGE COLOR PRINTER MUST BE CAPABLE OF PRODUCING
                 IMAGE(S) SINGLE OR MULTIPLE, ON PRINT PAPER SIMILAR IN
                 SIZE TO A 8 1/2 X 11" PRINT.

                 The MITSUBISHI CP-21OU large color printer WILL be capable
                 of producing image(s) single or multiple, on 8.5x11 inch print
                 paper.

       7.14.8.2  MUST PRINT IN 3 1/2 MINUTES AFTER PRINT JOB IS RECEIVED BY
                 THE PRINTER.

                 The MITSUBISHI CP-21OU will print color images in 2 1/2
                 minutes. Black and white prints take about 1 1/2 minutes from
                 the time a print job is received.

       7.14.8.3  MUST HAVE A MINIMUM RESOLUTION OF 1000 X 750 PIXELS.

                 The MITSUBISHI CP-21OU which utilizes a sublimation dye
                 thermal transfer system, offers a pixel array of 1,280 by
                 1,218.

       7.14.8.4  SHOULD OFFER A BLACK AND WHITE PRINT SET OPTION.

                 A black sublimation dye set is available for monochrome
                 print.

       7.14.8.5  SHOULD OFFER A TRANSPARENCY OPTION.

                 The MITSUBISHI CP-21OU offers a transparency option.

  7.15 BADGEMAKER (1):

       7.15.1  SHOULD BE CAPABLE OF CREATING MORE THAN ONE SIZE BADGE. ONE
               MUST BE APPROXIMATELY 2 1/2" X 3 1/2" IN SIZE.

               XImage Corporation WILL support the badge size required. Our
               badgemaking hardware does not currently support multiple sizes.

       7.15.2  MUST BE ABLE TO PRODUCE IDENTIFICATION BADGES TO BE ATTACHED
               TO CLOTHING BY A CLIP AND WALLET IDENTIFICATION BADGES.

               Badges created by this system WILL be able to produce
               identification badges to be attached to clothing by a clip and
               wallet identification badges.

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17 August 1993                   75         Hennepin County Sheriff's Department
                                                Computerized Image Database
<PAGE>

                                                            XImage Corporation
                                                                      Proposal

7 HARDWARE SPECIFICATIONS

  7.15 BADGEMAKER (1):

       7.15.3  MUST BE TAMPER PROOF SUCH THAT ANY ATTEMPT TO SEPARATE OR
               ALTER THE BADGE WILL MAKE THE BADGE USELESS OR SHOW SIGNS OF
               TAMPERING.

               Badges created by this system WILL be tamper proof such that
               any attempt to separate or alter the badge will make the badge
               useless or show signs of tampering.

       7.15.4  MUST BE ABLE TO PRODUCE BADGES IN BOTH COLOR AND BLACK AND
               WHITE.

               The ForceField system WILL be able to produce badges in both
               color and black and white.

       7.15.5  FINAL PRODUCT MUST HAVE PRINTED DATA FROM DATA BASE ON BOTH
               SIDES.

               Final product WILL have printed data from data base on both
               sides.

       7.15.6  MUST INCORPORATE A PHOTOIMAGE AND THE DEPARTMENT LOGO.

               The badge WILL incorporate a photoimage and the Department logo.

       7.15.7  MUST PERMIT DEPARTMENT DESIGNED MULTIPLE BADGE FORMATS.

               The badgemaking system WILL permit Department designed
               multiple badge formats.

       7.15.8  MUST BE FLEXIBLE TO ADD TO APPLICATIONS, LOGO'S, ETC.

               The badgemaking system WILL be flexible to add applications,
               logo's, etc.

       7.15.9  BIDDER MUST SUPPLY SAMPLES OF BADGES WITH THE BID.

               Samples of badges have been submitted with the bid.


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17 August 1993                   76         Hennepin County Sheriff's Department
                                                Computerized Image Database
<PAGE>

                                                            XImage Corporation
                                                                      Proposal

7 HARDWARE SPECIFICATIONS

  7.15 BADGEMAKER (1):

       7.15.10 MUST DRAW DATA AND PHOTO FROM EMPLOYEE/VISITOR DATA BASE.

               The badgemaking system WILL draw data and photo from
               employee/visitor data base.

       7.15.11 MUST SUPPORT BAR CODE (3 OF 9) AT A MINIMUM. BIDDER SHOULD
               STATE IF SYSTEM ALSO SUPPORTS MAGNETIC STRIP, OR IMBEDDED CHIP.

               The badgemaking system WILL support bar code (3 of 9) at a
               minimum. We do not currently support magnetic strip or imbedded
               chip technologies.

       7.15.12 BIDDER MUST DESCRIBE BADGEMAKER SOLUTION.

               The production of photo ID badges and jail cards is
               accomplished through the use of the optional ForceField badge
               making sub-system. This sub-system consists of a laminator, die
               cutter, and punch, along with necessary materials for the
               production of 100 IDs. Information to be contained on these IDs
               range from commissary to inmate information. The barcode
               application facilitates inmate control, and transfer and release
               information.

               Using the ForceField badge making sub-system described above,
               personnel departments are able to issue bar-coded
               identification cards to any corrections employee as well as
               visitors and contract employees.

  7.16 WRIST BANDS:

       7.16.1  THE FINISHED WRISTBAND MUST CONTAIN PHOTO AND TEXT FROM THE
               ADULT BOOKING DATA BASE.

               The finished wristband WILL contain photo and text from the
               adult booking data base.

       7.16.2  THE WRISTBAND MUST BE TAMPER PROOF IN SUCH A WAY THAT ANY
               ATTEMPT TO SEPARATE OR ALTER THE WRISTBAND WILL MAKE IT USELESS
               OR SHOW SIGNS OF TAMPERING UPON PRESENTATION.

               The wristband WILL be tamper proof in such a way that any
               attempt to separate or alter the wristband will make it useless
               or show signs of tampering upon presentation.


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17 August 1993                   77         Hennepin County Sheriff's Department
                                                Computerized Image Database

<PAGE>

                                                            XImage Corporation
                                                                      Proposal

7    HARDWARE SPECIFICATIONS

     7.16 WRIST BANDS:

          7.16.3 THE WRISTBAND MUST BE ADJUSTABLE TO ANY SIZE WRIST.

                 The wristband WILL be adjustable to any size wrist.

          7.16.4 THE WRISTBAND MUST BE WATERPROOF.

                 The wristband WILL be waterproof.

          7.16.5 MUST PRODUCE WRISTBAND PHOTOS IN BOTH COLOR AND IN BLACK AND
                 WHITE.

                 The system WILL produce wristband photos in both color and in
                 black and white.

          7.16.6 MUST PERMIT DEPARTMENT DESIGNED MULTIPLE WRISTBAND FORMATS.

                 The system WILL permit Department designed multiple
                 wristband formats.

          7.16.7 SAMPLES OF WRISTBANDS MUST BE SUBMITTED WITH THE BID.

                 Samples of wristbands have been submitted with the bid.

          7.16.8 MUST SUPPORT BAR CODE (3 OF 9) AT A MINIMUM.  BIDDER SHOULD
                 STATE IF SYSTEM ALSO SUPPORTS MAGNETIC STRIP OR IMBEDDED CHIP.

                 The system WILL support bar code (3 of 9) at a minimum.  We
                 do not currently support magnetic strip or imbedded chip
                 technologies.

          7.16.9 BIDDER MUST DESCRIBE SOLUTION.

                 The production of photo ID wristbands is accomplished
                 through the use of the optional ForceField badge making
                 sub-system.  This sub-system consists of a laminator, die
                 cutter, and punch, along with necessary materials for the
                 production of the wristbands.  Information to be contained
                 on these IDs range from commissary to inmate identification
                 and control, as well as transfer and release information
                 through bar-coding.


--------------------------------------------------------------------------------
17 August 1993                   78         Hennepin County Sheriff's Department
                                                Computerized Image Database

<PAGE>

                                                            XImage Corporation
                                                                      Proposal

7    HARDWARE SPECIFICATIONS

     7.17 WEIGHT CAPTURE (OPTIONAL):

          7.17.1 SHALL PROVIDE AN ACCURATE SCALE WHICH SHOULD ELECTRONICALLY
                 RECORD WEIGHT WHEN ACTIVATED FROM WORKSTATION.

                 FEATURE NOT PROVIDED.

          7.17.2 SHOULD BE ACCESSIBLE BY THREE WORKSTATIONS, WITH A
                 SWITCHING DEVICE.

                 FEATURE NOT PROVIDED.

          7.17.3 SHOULD BE SECURELY MOUNTED TO THE FLOOR AND OF HEAVY DUTY
                 COMMERCIAL CONSTRUCTION.

                 FEATURE NOT PROVIDED.

          7.17.4 AT A MINIMUM SHOULD ACCEPT WEIGHTS UP TO 400 POUNDS.

                 FEATURE NOT PROVIDED.

          7.17.5 BIDDER SHOULD DESCRIBE SOLUTION, IF ONE IS PROPOSED.

                 FEATURE NOT PROVIDED.

     7.18 HEIGHT CAPTURE (OPTIONAL):

          7.18.1 SHOULD PROVIDE A DEVICE TO RECORD HEIGHT WHEN ACTIVATED FROM
                 WORKSTATION.

                 FEATURE NOT PROVIDED.

          7.18.2 SHOULD BE ACCESSIBLE BY THREE WORKSTATIONS, WITH A
                 SWITCHING DEVICE.

                 FEATURE NOT PROVIDED.

          7.18.3 SHOULD BE SECURELY MOUNTED.

                 FEATURE NOT PROVIDED.

          7.18.4 MAY REQUIRE STAFF TO LOCATE DEVICE (SIMILAR TO PLACING A
                 MEASURING DEVICE AT THE TOP OF THE SUBJECT'S HEAD) PRIOR TO
                 CAPTURING THE HEIGHT.

                 FEATURE NOT PROVIDED.

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17 August 1993                   79         Hennepin County Sheriff's Department
                                                Computerized Image Database

<PAGE>

                                                            XImage Corporation
                                                                      Proposal

7    HARDWARE SPECIFICATIONS

     7.18 HEIGHT CAPTURE (OPTIONAL):

          7.18.5 BIDDER SHOULD DESCRIBE SOLUTION, IF ONE IS PROPOSED.

                 FEATURE NOT PROVIDED.

     7.19 SIGNATURE CAPTURE DEVICE (OPTIONAL):

          7.19.1 SHOULD PROVIDE A HARDWARE DEVICE ON WHICH A SUBJECT WRITES
                 THEIR SIGNATURE FOR STORAGE IN THE SYSTEM TO CORRESPOND TO A
                 SPECIFIC DOCUMENT/RECORD THAT IS PRINTED.

                 FEATURE NOT PROVIDED.

          7.19.2 BIDDER SHOULD DESCRIBE SOLUTION, IF ONE IS PROPOSED.

                 FEATURE NOT PROVIDED.

     7.20 FINGERPRINT ACCESS DEVICE (OPTIONAL):

          7.20.1 SHOULD PROVIDE A HARDWARE DEVICE THAT VERIFIES USER
                 FINGERPRINT AGAINST STORED FINGERPRINT FOR VERIFICATION OF
                 ACCESS OR PRIVILEGE.

                 FEATURE NOT PROVIDED.

          7.20.2 SHALL VERIFY USER IDENTIFICATION WITHIN 5 SECONDS.

                 FEATURE NOT PROVIDED.

          7.20.3 FALSE ACCEPTANCE RATE SHALL NOT EXCEED 0.0001%.

                 FEATURE NOT PROVIDED.

          7.20.4 FALSE REJECTION RATE SHALL NOT EXCEED .02%.

                 FEATURE NOT PROVIDED.

          7.20.5 SHOULD BE CONNECTABLE TO ANY WORK STATION OR FILE SERVER.

                 FEATURE NOT PROVIDED.

          7.20.6 BIDDER SHOULD DESCRIBE SOLUTION, IF ONE IS PROPOSED.

                 FEATURE NOT PROVIDED.

--------------------------------------------------------------------------------
17 August 1993                   80         Hennepin County Sheriff's Department
                                                Computerized Image Database

<PAGE>

                                                            XImage Corporation
                                                                      Proposal

8    SOFTWARE SPECIFICATIONS

     8.1  SOFTWARE LICENSES:

          8.1.1     THE BIDDER MUST PROVIDE ALL SOFTWARE ELEMENTS LICENSING
                    INFORMATION AND COSTS FOR BIDDER DEVELOPED SOFTWARE AND
                    ALL THIRD PARTY SOFTWARE.

                    XImage Corporation HAS provided all software elements
                    and licensing information. Costs for bidder developed
                    software and all third party software have been bundled
                    with their associated hardware component.

          8.1.2     THE INFORMATION MUST DESCRIBE HOW THE BIDDER WILL PRICE,
                    DELIVER AND INSTALL FUTURE SOFTWARE UPGRADES FOR BOTH
                    BIDDER'S SOFTWARE AND ALL THIRD PARTY SOFTWARE.

                    The ForceField Software maintenance agreement includes
                    software upgrades and "bug" fixes. XImage Corporation
                    technical support will handle diagnostic calls and
                    provide remedies to "bugs" as well as download the latest
                    enhancements to the ForceField software. Hennepin County
                    will be assured to have the latest version of ForceField
                    with supporting documentation.

     8.2  OPERATING SYSTEM SOFTWARE:

          8.2.1     MUST HAVE COMMERCIALLY AVAILABLE 32-BIT OPERATING SYSTEM.
                    THE BIDDER MUST STATE THE OPERATING SYSTEM AND VERSION
                    BEING UTILIZED. THE COUNTY CURRENTLY USES OS/2 VERSION
                    2.0 AS A STANDARD PC OPERATING SYSTEM AND IS IN THE
                    PROCESS OF AN UPGRADE TO VERSION 2.1.

                    The server WILL utilize IBM AIX version 3.2, a true
                    multi-tasking 32-bit operating system that meets
                    operating system specifications as outlined below.

          8.2.2     THE SYSTEM MUST HAVE A WINDOWED, MULTI-USER AND TRUE
                    MULTI-TASKING ENVIRONMENT. SYSTEM MUST SUPPORT BOTH BATCH
                    AND INTERACTIVE PROCESSING. SYSTEM MUST SUPPORT MULTIPLE
                    SESSIONS INTO THE SAME APPLICATION BY ONE WORKSTATION.

                    The system WILL have a windowed, multi-user and true
                    multi-tasking environment. System WILL support both batch
                    and interactive processing. System WILL support multiple
                    sessions into the same application by one workstation.

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17 August 1993                   81         Hennepin County Sheriff's Department
                                                Computerized Image Database

<PAGE>

                                                            XImage Corporation
                                                                      Proposal

8    SOFTWARE SPECIFICATIONS

     8.2  OPERATING SYSTEM SOFTWARE:

          8.2.3     MUST HAVE AUTOMATIC RESTART AFTER POWER FAILURE WITHOUT
                    LOSS OF DATA, EXCEPT THE RECORD CURRENTLY BEING ADDED OR
                    UPDATED THAT HAS NOT YET BEEN SAVED.

                    The system WILL have automatic restart after power
                    failure without loss of data, EXCEPT the record currently
                    being added or updated that has not yet been saved.

          8.2.4     SYSTEM MUST HAVE BUILT IN SECURITY THAT WILL REQUIRE A
                    USER TO ENTER AN ACCOUNT NAME AND PASSWORD TO GAIN ANY
                    ACCESS TO A WORKSTATION OR FILE SERVER. MUST HAVE THE
                    ABILITY TO DEFINE SECURITY IN SUCH A WAY THAT THE USER IS
                    RESTRICTED TO SPECIFIC FUNCTIONS. BIDDER MUST STATE HOW
                    THIS IS ACCOMPLISHED.

                    The system WILL have built in security that will require
                    a user to enter an account name and password to gain any
                    access to a workstation or file server. The system WILL
                    have the ability to define security in such a way that
                    the user is restricted to specific functions.

                    Access control is implemented on both a machine,
                    operator, and database basis. An operator control table
                    will list all authorized operators and the specific
                    functions each individual operator is authorized to
                    perform. The system will permit an operator at a
                    workstation to perform only those functions for which
                    both the operator and the workstation are authorized.
                    Only the System Administrator or supervisory personnel
                    will be able to access and update the control tables
                    themselves.

          8.2.5     BIDDER MUST LIST NETWORK MANAGEMENT TOOLS AND DESCRIBE HOW
                    THEY CAN MONITOR NETWORK PERFORMANCE AND ANALYZE,
                    DIAGNOSE AND RESOLVE NETWORK PROBLEMS.

                    Etherfind-TM- Network management tools provided as part
                    of the ForceField system can monitor ethernet, IP, and
                    TCP packets between any source and destination nodes of a
                    network. These packets are stored for a short duration
                    for analysis. This software can also be used to analyze
                    network activity over a period of time, as well as
                    different segments of the network.

--------------------------------------------------------------------------------
17 August 1993                   82         Hennepin County Sheriff's Department
                                                Computerized Image Database

<PAGE>

                                                            XImage Corporation
                                                                      Proposal

8    SOFTWARE SPECIFICATIONS

     8.2  OPERATING SYSTEM SOFTWARE:

          8.2.6     BIDDER MUST LIST SYSTEM MANAGEMENT TOOLS AND DESCRIBE HOW
                    THEY CAN MONITOR SYSTEM PERFORMANCE AND ANALYZE, DIAGNOSE
                    AND RESOLVE SYSTEM PROBLEMS.

                    Utilities are available as part of the operating system
                    to provide for process monitoring regarding use of system
                    resources. Logs, both at the operating system level, as
                    well as at the ForceField system level will help the
                    System Administrator analyze and diagnose the system.

          8.2.7     SHOULD HAVE A SCREEN SAVER FEATURE.

                    The system WILL have a screen saver feature.

          8.2.8     SHOULD HAVE ON-LINE DOCUMENTATION FOR OPERATING SYSTEM
                    FUNCTIONS, PROCEDURES AND COMMANDS FOR WORKSTATIONS AND
                    FILE SERVER.

                    The system does not currently support on-line
                    documentation for operating system functions,
                    procedures and commands for workstations and file server.
                    XImage Corporation has plans to incorporate this feature
                    in an upcoming release which all sites will receive.

          8.2.9     SHOULD ALLOW SYSTEM AND NETWORK MANAGEMENT TASKS TO BE
                    ACCOMPLISHED THROUGH MENUS.

                    The system WILL allow system and network management tasks
                    to be accomplished through menus.

          8.2.10    BACKUP/RECOVERY

          8.2.10.1  SYSTEM MUST PROVIDE BACKUP CAPABILITY TO COPY IMAGES, DATA
                    AND SYSTEM SOFTWARE.

                    The system WILL provide backup capability to copy images,
                    data and system software.

          8.2.10.2  SYSTEM MUST PROVIDE ON-LINE BACKUP THAT IS CONCURRENT WITH
                    FULL SYSTEM OPERATION.

                    The system WILL provide on-line backup that is concurrent
                    with full system operation.

--------------------------------------------------------------------------------
17 August 1993                   83         Hennepin County Sheriff's Department
                                                Computerized Image Database

<PAGE>

                                                            XImage Corporation
                                                                      Proposal

8    SOFTWARE SPECIFICATIONS

     8.2  OPERATING SYSTEM SOFTWARE:

          8.2.10.3  THERE MUST BE MINIMAL SLOW DOWN OR DEGRADATION OF ANY
                    SYSTEM FUNCTION WHILE BACKUPS ARE TAKING PLACE.  BIDDER
                    MUST DESCRIBE EFFECT ON SYSTEM DURING BACKUP AND
                    SPECIFICALLY STATE THE AMOUNT OF SLOW DOWN OR DEGRADATION.

                    There WILL be minimal slow down or degradation of any
                    system function while backups are taking place.

                    System response time will slow approximately 10%.

          8.2.10.4  MUST HAVE AUTOMATIC UNATTENDED BACKUP PROCEDURES.

                    The system WILL have automatic unattended backup
                    procedures.

          8.2.10.5  BIDDER MUST STATE THE AVERAGE TIME TO ACCOMPLISH A FULL
                    BACKUP OF THE SYSTEM AFTER THREE YEARS' USE WITH 375,000
                    IMAGES AND ASSOCIATED DATA.

                    Text database tape backup for 375,records is expected to
                    take around 45 minutes.  The ForceField system provides
                    an automated backup utility to backup to disk and
                    subsequent transfers to tape at user convenience.  The
                    time to tape under this configuration would be reduced to
                    25 to 30 minutes.

                    As images are organized in multiple files, a backup of
                    the current image file is expected to take no more than
                    15 minutes. As files get filled they can be backed up
                    onto multiple tapes and archived.

          8.2.10.6  BIDDER MUST STATE THE AVERAGE TIME TO COMPLETE A PARTIAL
                    BACKUP OF 500 IMAGES AND ASSOCIATED DATA.

                    The system would take no more than 15 minutes to complete
                    a partial backup of 500 images their associated data.

          8.2.10.7  MUST HAVE UTILITY PROGRAMS TO RELOAD IMAGES, DATA AND
                    SYSTEM SOFTWARE.

                    The system WILL have utility programs to reload images,
                    data and system software.


--------------------------------------------------------------------------------
17 August 1993                   84         Hennepin County Sheriff's Department
                                                Computerized Image Database

<PAGE>

                                                            XImage Corporation
                                                                      Proposal

8    SOFTWARE SPECIFICATIONS

     8.2  OPERATING SYSTEM SOFTWARE:

          8.2.10.8  BIDDER MUST DESCRIBE BACKUP AND RECOVERY PROCEDURES WHICH
                    SHALL ENSURE NO LOSS OF DATA IN THE EVENT OF A HARDWARE
                    FAILURE, EXCEPT:  THE BOOKING RECORD CURRENTLY BEING
                    ADDED OR UPDATED THAT HAS NOT YET BEEN SAVED.

                    In the event of a system outage, the ForceField "data
                    shadowing" feature prevents the loss of virtually any
                    data or images.  With the usage of disk mirroring
                    technology and traditional tape backup, data storage and
                    retrieval can be made simple and efficient.  This
                    technology will minimize data loss, decrease system down
                    time, exhibit very low overhead, and provide "instant"
                    restore capability due to disk failure.  Because of
                    mirroring technology, file and databases are
                    automatically backed up onto a secondary disk.  From
                    research done with agencies currently using the system,
                    ForceField operates with an up time of 99%.


--------------------------------------------------------------------------------
17 August 1993                   85         Hennepin County Sheriff's Department
                                                Computerized Image Database

<PAGE>

                                                            XImage Corporation
                                                                      Proposal

8    SOFTWARE SPECIFICATIONS

     8.3  APPLICATION SOFTWARE (SEE ALSO SECTION 5):

          8.3.1  USER MANUALS:  ONE USER/OPERATION MANUAL CUSTOMIZED TO THE
                 INSTALLED SYSTEM SHALL BE PROVIDED FOR EACH WORKSTATION AND
                 AN ADDITIONAL THREE (3) COPIES FOR SYSTEM MANAGERS.  BIDDERS
                 MUST PROVIDE FOUR (4) SAMPLE COPIES OF THE CURRENT RELEASE
                 WITH THE BID DOCUMENT.

                 One user/operation manual customized to the installed system
                 WILL be provided for each workstation and an additional
                 three (3) copies for system managers.  We have provided four
                 (4) sample copies of the current release with this bid
                 document.


          8.3.2  SYSTEM DOCUMENTATION/SYSTEM ADMINISTRATOR MANUAL:

                 (FOR PURPOSES OF THIS PARAGRAPH THE DOCUMENTS SHALL BE
                 REFERRED TO AS "DOCUMENTATION".)  BIDDER SHALL PROVIDE TWO
                 (2) COPIES OF ALL DOCUMENTATION, PROVIDED THAT BIDDER MUST
                 PROVIDE ONE COPY OF ALL SUCH DOCUMENTATION WITH THE BID.  IF
                 THE BIDDER DESIRES THAT ANY SUCH DOCUMENTATION BE KEPT
                 CONFIDENTIAL, IT SHALL CLEARLY STATE ON THE COVER OF THE
                 FIRST PAGE OF EACH DOCUMENT THE WORDS "TRADE SECRET
                 INFORMATION".

                 AFTER EXECUTION OF THE CONTRACT BY THE SUCCESSFUL BIDDER AND
                 PERFORMANCE BOND, IF ANY, HAS BEEN FURNISHED, ALL COPIES OF
                 THE AFORESAID DOCUMENTATION LABELED AS TRADE SECRET
                 INFORMATION SHALL BE RETURNED TO ALL BIDDERS EXCEPT THE
                 SUCCESSFUL BIDDER.

                 XImage Corporation WILL provide two (2) copies of all
                 documentation, provided that bidder MUST provide one copy of
                 all such documentation with the bid.  We desire that this
                 documentation be kept CONFIDENTIAL.  It WILL clearly state
                 on the cover of the first page of each document the words
                 "Trade Secret Information".

          8.3.3  ALL TRADE SECRET DESIGNATION OF DATA BY BIDDER -- WHETHER
                 REGARDING THOSE DOCUMENTS (OR PORTIONS THEREOF) SPECIFICALLY
                 NAMED IN OR PERMITTED TRADE SECRET DESIGNATION BY THESE
                 SPECIFICATIONS AND/OR OTHER DATA FURNISHED TO THE COUNTY
                 PURSUANT TO THESE SPECIFICATIONS -- SHALL ALSO BE SUBJECT TO
                 THE FOLLOWING ADDITIONAL PROVISIONS:


--------------------------------------------------------------------------------
17 August 1993                   86         Hennepin County Sheriff's Department
                                                Computerized Image Database

<PAGE>

                                                            XImage Corporation
                                                                      Proposal

8  SOFTWARE SPECIFICATIONS

   8.3  APPLICATION SOFTWARE (SEE ALSO SECTION 5):

               THE BIDDER IS ADVISED THAT FOR PURPOSES OF THESE SPECIFICATIONS
               MINNESOTA LAW PERMITS DATA TO BE LABELED AND TREATED AS TRADE
               SECRET INFORMATION ONLY IF THE INFORMATION IS THE SUBJECT OF
               THE BIDDER'S EFFORTS THAT ARE REASONABLE UNDER THE
               CIRCUMSTANCES TO MAINTAIN ITS SECRECY AND DERIVES INDEPENDENT
               ECONOMIC VALUE, ACTUAL OR POTENTIAL, FROM NOT BEING GENERALLY
               KNOWN TO, AND NOT BEING READILY ASCERTAINABLE BY PROPER MEANS
               BY OTHER PERSONS WHO CAN OBTAIN ECONOMIC VALUE FROM ITS
               DISCLOSURE OR USE.

               NO PORTION OF THE BID OR ANY ATTACHMENTS THERETO MAY BE
               DESIGNATED AS TRADE SECRET INFORMATION EXCEPT THE
               AFOREMENTIONED DOCUMENTATION, ANNUAL REPORT AND FINANCIAL
               STATEMENT, UNLESS BIDDER IN GOOD FAITH DETERMINES THAT SUCH
               DESIGNATION IS CLEARLY ALLOWED BY THE FOREGOING TRADE SECRET
               CRITERIA. IN THIS REGARD BIDDER IS ADVISED THAT IN MINNESOTA
               NEARLY ALL--IF NOT ALL--BIDS AND NEARLY ALL BID INFORMATION
               SUBMITTED BY BIDDER ARE OPEN TO PUBLIC SCRUTINY AFTER BID
               OPENING. (GENERALLY, DATA IN SUCH BIDS AND BID DOCUMENTS
               USUALLY CONSIDERED TO BE PUBLIC INCLUDE--BUT ARE NOT LIMITED
               TO--PRICE, DESCRIPTION AND TYPE OF COMMODITY AND/OR SERVICE
               AND QUANTITY AND QUALITY THEREOF, WARRANTY, MAINTENANCE,
               SUPPORT, INDEMNIFICATION, DELIVERY, TIME FRAME, SPECIFICATION
               COMPLIANCE, EQUIPMENT TITLE, AND SOFTWARE TITLE OR LICENSING.)
               THE COUNTY RESERVES THE RIGHT TO DECLINE ANY SUCH DESIGNATION
               BY BIDDER IF UPON EVALUATION BY THE COUNTY, THE COUNTY
               DETERMINES THAT THE INFORMATION SO DESIGNATED IS CLEARLY AND
               COMMONLY REGARDED AS PUBLIC DATA IN THE STATE OF MINNESOTA.

               IF THE BIDDER DESIGNATES DATA--OTHER THAN THAT SPECIFICALLY
               AUTHORIZED UNDER THESE SPECIFICATION--AS TRADE SECRET, BIDDER
               SHALL ATTACH TO SUCH DATA AN EXPLANATORY DOCUMENT WHICH
               IDENTIFIES THE DATA AND IN CAREFUL DETAIL SETS FORTH THE
               FACTUAL AND/OR LEGAL JUSTIFICATION FOR SUCH TREATMENT OF THE
               DATA.

               HOWEVER, IF THE COUNTY DETERMINES THAT SOME OR ALL OF THE DATA
               ARE PUBLIC AND NOT TRADE SECRET, THE COUNTY SHALL IN WRITING
               PROMPTLY NOTIFY BIDDER THEREOF, SPECIFYING IN SUCH NOTICE
               WHICH PORTION(S) OF THE DATA THE COUNTY CONSIDERS TO BE
               PUBLIC. UNLESS WITHIN FIFTEEN

--------------------------------------------------------------------------------
17 August 1993                   87         Hennepin County Sheriff's Department
                                                Computerized Image Database

<PAGE>

                                                            XImage Corporation
                                                                      Proposal

8  SOFTWARE SPECIFICATIONS

   8.3  APPLICATION SOFTWARE (SEE ALSO SECTION 5):

               (15) DAYS AFTER BIDDER'S RECEIPT OF SAID COUNTY'S NOTICE, THE
               COUNTY RECEIVES FROM BIDDER ADDITIONAL WRITTEN FACTUAL AND/OR
               LEGAL JUSTIFICATION TO SUPPORT THE TRADE SECRET DESIGNATION,
               BIDDER AGREES THAT THE COUNTY MAY TREAT SUCH SPECIFIED DATA AS
               PUBLIC.

               NOTWITHSTANDING THE FOREGOING, NOTHING HEREIN SHALL PRECLUDE
               BIDDER AT ANY TIME FROM EXERCISING ITS RIGHTS UNDER APPLICABLE
               MINNESOTA LAW TO KEEP ITS DATA AS TRADE SECRET.

               *****************************************************************
               We fully understand and comply with the above section.
               *****************************************************************

        8.3.4  IN ADDITION TO THE BIDDER'S INDEMNITY OBLIGATIONS SET FORTH IN
               THE CONTRACT DOCUMENTS, THE BIDDER SHALL DEFEND, INDEMNIFY AND
               HOLD HARMLESS HENNEPIN COUNTY, ITS COMMISSIONERS, OFFICERS AND
               EMPLOYEES AGAINST AND FROM ANY COSTS, DAMAGES, JUDGEMENTS,
               EXPENSES (INCLUDING REASONABLE ATTORNEY'S FEES) ARISING FROM,
               DIRECTLY OR INDIRECTLY, ANY CHALLENGE OR REQUEST MADE OR SUIT
               BROUGHT BY ANY PERSON IN CONNECTION WITH ANY EFFORT IN ANY
               TYPE OF PROCEEDING OR HEARING WHATSOEVER TO OBTAIN OR ACCESS
               DATA DESIGNATED AS TRADE SECRET BY THE BIDDER.

               BIDDER, AT ITS SOLE EXPENSE, SHALL AT ALL TIMES BE RESPONSIBLE
               FOR PROMPTLY DEFENDING AND/OR RESPONDING TO ANY REQUEST FOR
               ACCESS TO AND/OR COPIES OF DATA DESIGNATED BY BIDDER AS TRADE
               SECRET, PROVIDED THAT THE COUNTY SHALL INFORM PERSONS SEEKING
               SUCH DATA OF ITS TRADE SECRET DESIGNATION AND PROMPTLY NOTIFY
               BIDDER OF THE FACT OF SUCH REQUEST AND THE COUNTY'S RESPONSE
               THERETO.

               FAILURE OF THE BIDDER TO SO DEFEND, RESPOND TO ANY REQUEST OR
               COUNTY NOTIFICATION (AS AFORESAID), AND/OR TO PURSUE ITS
               RIGHTS IN A TIMELY MANNER SHALL RELIEVE THE COUNTY FROM ANY
               AND ALL LIABILITY WHATSOEVER (INCLUDING WITHOUT LIMITATION
               LIABILITY UNDER ANY STATUTE, THE COMMON-LAW OR EQUITY) WITH
               RESPECT TO ANY ASPECT OF THE DISCLOSURE OR FURNISHING TO ANY
               PERSON ANY SUCH TRADE SECRET DESIGNATED DATA. FURTHER, THE
               COUNTY SHALL NOT IN ANY MANNER BE LIABLE FOR THE DISCLOSURE OR
               FURNISHING TO ANY PERSON ANY TRADE SECRET DESIGNATED DATA WHEN
               SUCH DISCLOSURE OR FURNISHING IS PURSUANT TO A RULING OR ORDER
               OF ANY PERTINENT TRIBUNAL, AGENCY, BOARD, COMMISSION, PANEL,
               COURT OR OTHER ENTITY OR PERSON DETERMINING SUCH MATTER.

               *****************************************************************
               We fully understand and comply with the above section.
               *****************************************************************


--------------------------------------------------------------------------------
17 August 1993                   88         Hennepin County Sheriff's Department
                                                Computerized Image Database
<PAGE>

                                                            XImage Corporation
                                                                      Proposal

8  SOFTWARE SPECIFICATIONS

   8.3  APPLICATION SOFTWARE (SEE ALSO SECTION 5):

        8.3.5  APPLICATIONS SOURCE CODE: THE APPLICATIONS SOURCE CODE MUST BE
               WRITTEN IN A STANDARD, COMMERCIALLY AVAILABLE, HIGH-LEVEL
               LANGUAGE. ASSEMBLY LANGUAGE CODING IS ACCEPTABLE ONLY FOR
               SELECTED CRITICAL LOW-LEVEL MODULES SUCH AS I/O DRIVERS.
               BIDDERS MUST SPECIFY ALL LANGUAGES AND DEVELOPMENT TOOLS USED
               AND WHERE THEY ARE USED.

                  -> RELATIONAL DATABASE MANAGER SYBASE SQL

                  -> OPERATING SYSTEMS
                     File Server                 IBM AIX version 3.2
                     Work Stations               SCO Unix

                  -> SOFTWARE CODING             C

        8.3.6  COUNTY MODIFICATIONS: COUNTY TECHNICIANS WILL NOT MODIFY THE
               CONTRACTOR'S SOFTWARE IN ANY WAY, EXCEPT IN CONSULTATION WITH
               THE CONTRACTOR, EXCEPT AS SPECIFICALLY STATED IN SECTION 8.3.8.6
               OF THIS DOCUMENT.

               *****************************************************************
               We fully understand and comply with the above section.
               *****************************************************************

        8.3.7  APPLICATION SOFTWARE MUST BE EXECUTED DIRECTLY BY THE OPERATING
               SYSTEM SPECIFIED IN SECTION 8.2.

               Application software WILL be executed directly by the
               operating system specified in Section 8.2.

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17 August 1993                   89         Hennepin County Sheriff's Department
                                                Computerized Image Database

<PAGE>

                                                            XImage Corporation
                                                                      Proposal

8    SOFTWARE SPECIFICATIONS

     8.3  APPLICATION SOFTWARE (SEE ALSO SECTION 5):

          8.3.8 SOURCE CODE RETENTION:

          8.3.8.1   BIDDER MUST STATE THEIR POLICY REGARDING PROVIDING THE
                    COUNTY WITH AN EXACT COPY OF THE SOURCE CODE, OR ANY PORTION
                    THEREOF. POLICY SHALL TAKE INTO ACCOUNT THE COUNTY'S
                    AGREEMENT THAT THE SOURCE CODE WILL ONLY BE MADE AVAILABLE
                    TO THOSE COUNTY EMPLOYEES WHO WOULD NEED ACCESS TO IT TO
                    MAKE CHANGES. A COPY OF THOSE CHANGES BY THE COUNTY WOULD BE
                    PROVIDED TO THE CONTRACTOR. IF ALL OR ANY MATERIAL PART OF
                    THE SOURCE CODE IS GENERALLY MADE AVAILABLE BY THE
                    CONTRACTOR, WITH OR WITHOUT ADDITIONAL COST, TO OTHER USERS
                    OF COMPARABLE SOFTWARE, IT SHALL ALSO BE MADE AVAILABLE TO
                    THE COUNTY.

                    XImage Corporation WILL maintain a current version of the
                    source code in a secure escrow account. The ForceField
                    software WILL be customized for the specific needs of
                    Hennepin County. Any modifications to the source code after
                    installation will be covered under our Software Maintenance
                    Agreement. All work with the source code will be handled by
                    qualified XImage Corporation personnel.

                    The per annum charge for maintaining the copy in escrow
                    WILL be entered in appendix D.

          8.3.8.2   IF A COPY OF THE SOURCE CODE IS NOT MADE AVAILABLE TO THE
                    COUNTY, AN EXACT COPY OF ALL CONTRACTOR'S APPLICATION
                    SOFTWARE SOURCE CODE INSTALLED ON THE SYSTEM MUST BE
                    RETAINED BY THE SUCCESSFUL CONTRACTOR IN A SECURE LOCATION
                    AND KEPT IN A CURRENT CONDITION AS DESCRIBED IN THIS
                    DOCUMENT SECTION 8.3.8.5. THE COUNTY WILL REQUIRE AN ESCROW
                    AGREEMENT IF THE SOURCE CODE IS NOT PROVIDED.

                    An exact copy of all XImage Corporation's application
                    software source code installed on the system WILL be
                    retained by XImage Corporation in a secure location and kept
                    in a current condition as described in this document section
                    8.3.8.5. XImage Corporation WILL maintain a current version
                    of the source code in a secure escrow account.

                    The per annum charge for maintaining the copy in escrow WILL
                    be entered in appendix D.


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17 August 1993                   90         Hennepin County Sheriff's Department
                                                Computerized Image Database
<PAGE>

                                                            XImage Corporation
                                                                      Proposal

8    SOFTWARE SPECIFICATIONS

     8.3  APPLICATION SOFTWARE (SEE ALSO SECTION 5):

          8.3.8.3   ESCROW AGREEMENT: IF THE BIDDER IS PARTY TO AN EXISTING
                    ESCROW AGREEMENT WHICH MEETS ALL THE REQUIREMENTS STATED IN
                    THE SOURCE CODE RETENTION SECTION, THAT AGREEMENT SHOULD BE
                    SUBMITTED WITH THE BID. IF NOT, AN ESCROW AGREEMENT WILL BE
                    REQUIRED WHICH DOES MEET ALL REQUIREMENTS. THE PER ANNUM
                    CHARGE FOR MAINTAINING THE COPY IN ESCROW MUST BE ENTERED ON
                    APPENDIX D.

                    ESCROW AGREEMENT APPLIES TO ALL IMAGING SYSTEM SOFTWARE
                    COMPONENTS WHICH 1) ARE NOT COMMERCIALLY AVAILABLE FROM
                    ANOTHER SOURCE, 2) ARE COMMERCIALLY AVAILABLE FROM ANOTHER
                    SOURCE BUT ARE UTILIZED WITH CHANGES AND 3) ANY MATERIALS
                    USED BY THE CONTRACTOR TO MAINTAIN THIS CUSTOMIZED SOFTWARE.

                    ***********************************************************
                    We fully understand and comply with the above section.
                    ***********************************************************

          8.3.8.4   THE COPY SHALL INCLUDE, PRIMARILY ON MACHINE READABLE MEDIA,
                    OPERATIONS MANUALS, REFERENCE MANUALS, DATA MAPS, TYPE AND
                    VERSION OF COMPILER/ASSEMBLER, LINKAGE COMMAND FILES AND ALL
                    OTHER SUPPORT MATERIALS USED BY THE CONTRACTOR TO MAINTAIN
                    THE SOFTWARE. IF THE APPLICATIONS SOFTWARE EMPLOYS OR IS
                    MAINTAINED IN PART WITH LICENSED THIRD-PARTY SOFTWARE, E.G.
                    PROGRAMMING TOOLS OR A DATABASE MANAGEMENT SYSTEM, THE
                    MATERIALS HELD AND PROVIDED SHALL NAME AND DESCRIBE ALL SUCH
                    LICENSED THIRD-PARTY SOFTWARE AND TO PROVIDE THE NAMES AND
                    ADDRESSES OF THE THIRD PARTIES PROVIDING THE SOFTWARE.

                    The copy WILL include, primarily on machine readable media,
                    operations manuals, reference manuals, data maps, type and
                    version of compiler/assembler, linkage command files and all
                    other support materials used by XImage Corporation to
                    maintain the software. If the applications software employs
                    or is maintained in part with licensed third-party software,
                    e.g. programming tools or a database management system, the
                    materials held and provided WILL name and describe all such
                    licensed third-party software and to provide the names and
                    addresses of the third parties providing the software.


--------------------------------------------------------------------------------
17 August 1993                   91         Hennepin County Sheriff's Department
                                                Computerized Image Database

<PAGE>

                                                            XImage Corporation
                                                                      Proposal

8    SOFTWARE SPECIFICATIONS

     8.3  APPLICATION SOFTWARE (SEE ALSO SECTION 5):

          8.3.8.5   THE COPY, WHETHER GIVEN TO THE COUNTY OR MAINTAINED BY THE
                    CONTRACTOR, SHALL BE BROUGHT FULLY UP TO DATE WITHIN THIRTY
                    (30) DAYS WHENEVER VERSION UPGRADES ARE RELEASED OR A
                    MODIFICATION IS MADE IN THE COUNTY'S COPY OF THE SOFTWARE. A
                    COPY OF THE REVISED SOURCE CODE, SHALL THEN BE MAINTAINED AS
                    PROVIDED HEREIN. IN ADDITION, A COPY OF THE SOURCE CODE
                    PRIOR TO THE LATEST REVISION SHALL BE RETAINED FOR A PERIOD
                    OF SIX MONTHS.

                    The copy, whether given to the County or maintained by
                    XImage Corporation, WILL be brought fully up to date within
                    thirty (30) days whenever version upgrades are released OR a
                    modification is made in the County's copy of the software. A
                    copy of the revised source code, WILL then be maintained as
                    provided herein. In addition, a copy of the source code
                    prior to the latest revision WILL be retained for a period
                    of six months.

          8.3.8.6   THE TERMS OF THE AGREEMENT SHALL MAKE THE COPIES REFERENCED
                    IN SECTION 8.3.8.5 AVAILABLE TO THE COUNTY WITHIN THIRTY
                    (30) DAYS IN THE EVENT THAT (1) THE CONTRACTOR ENTERS OR IS
                    SUBJECTED TO BANKRUPTCY PROCEEDINGS, RECEIVERSHIP,
                    ASSIGNMENT OR ANY OTHER PROCEEDING INVOLVING PROTECTION OF
                    CREDITORS OR FROM CREDITORS; (2) THE CONTRACTOR FAILS AFTER
                    REASONABLE NOTIFICATION TO MAINTAIN THE COUNTY'S SOFTWARE;
                    (3) THE CONTRACTOR SELLS, ASSIGNS OR OTHERWISE TRANSFERS ANY
                    RIGHTS WHICH WOULD PREVENT THE CONTRACTOR FROM MEETING THE
                    OBLIGATIONS SET FORTH IN THESE SPECIFICATIONS; OR (4) THE
                    CONTRACTOR CEASES, FOR ANY REASON, TO DO BUSINESS. HENNEPIN
                    COUNTY WILL RETAIN RIGHTS TO CONTINUE USE OF ALL PRODUCTS
                    AND COPIES WITHOUT CHARGE.

                    UNDER THIS SECTION THE COUNTY SHALL NOT SELL THE SOURCE CODE
                    OR MAKE IT AVAILABLE TO ANOTHER VENDOR, BUT SHALL HAVE THE
                    RIGHT TO MAKE CHANGES AND MAKE COPIES FOR ANY WORKSTATION OR
                    FILE SERVER ADDED TO THE SYSTEM.

                    ***********************************************************
                    We fully understand and comply with the above section.
                    ***********************************************************


--------------------------------------------------------------------------------
17 August 1993                   92         Hennepin County Sheriff's Department
                                                Computerized Image Database
<PAGE>

                                                            XImage Corporation
                                                                      Proposal

8  SOFTWARE SPECIFICATIONS

   8.3  APPLICATION SOFTWARE (see also Section 5):

        8.3.9   CONFIDENTIALITY; PROPRIETARY NOTICES:

        8.3.9.1    The County acknowledges that the software and the source
                   code (if obtained) are proprietary and confidential.  The
                   County shall not sell, furnish, or disclose the software
                   or any information pertinent to it (other than to County
                   employees who need access to such information in
                   connection with the exercise the County's rights under the
                   contract), unless authorized in writing by the Contractor.

                   -----------------------------------------------------------
                   We fully understand and comply with the above section.
                   -----------------------------------------------------------

        8.3.9.2    Any copies of the software or the documentation which the
                   County makes, pursuant to the exercise of its rights under
                   the contract, shall bear all copyright, trademark, and
                   other proprietary notices included therein by the
                   Contractor, and shall be retained by the County and used
                   in accordance with the provisions in paragraph 8.3.9.1.
                   Notwithstanding the preceding sentence, the County may add
                   its own copyright or other proprietary notices to any copy
                   of the software and documentation to which the County has
                   ownership rights as a result of the contract.

                   -----------------------------------------------------------
                   We fully understand and comply with the above section.
                   -----------------------------------------------------------

        8.3.9.3    The County's obligations under paragraphs 8.3.9.1 and
                   8.3.9.2 will not extend to any information, or portion of
                   the software, which is now or hereafter generally known to
                   the public; which is obtained from other sources without
                   obligation of confidentiality; or which is required to be
                   disclosed by order of a court or other body of persons
                   authorized by the Minnesota Rules of Court to settle
                   disputes.

                   -----------------------------------------------------------
                   We fully understand and comply with the above section.
                   -----------------------------------------------------------



--------------------------------------------------------------------------------
17 August 1993                   93         Hennepin County Sheriff's Department
                                                Computerized Image Database

<PAGE>

                                                            XImage Corporation
                                                                      Proposal

8  SOFTWARE SPECIFICATIONS

   8.3  APPLICATION SOFTWARE (see also Section 5):

        8.3.10     INFRINGEMENTS; COPYRIGHT INDEMNITY:
                   Complementary to other "hold harmless" provisions
                   throughout these specifications, the Contractor shall,
                   without cost to the County, defend, indemnify, and hold
                   the County, its commissioners, officers, and employees
                   harmless against any and all claims, liability, losses,
                   judgments, or other expenses arising out of or related to
                   any claim that the County's use or possession of the
                   software, licenses, or documentation obtained through the
                   contract, violates or infringes upon any patents,
                   copyrights, trademarks, trade secrets, or other
                   proprietary rights or information, provided that the
                   Contractor is promptly notified in writing of such claim.
                   The Contractor will have the right to control the defense
                   of any such claim, lawsuit, or other proceeding. The
                   County will in no instance settle any such claim, lawsuit,
                   or proceeding without the Contractor's prior written
                   approval.

                   If, as a result of any claim of infringement of rights,
                   the Contractor is enjoined from using, marketing, or
                   supporting any product or service provided through the
                   contract to be established (or if the Contractor comes to
                   believe such enjoinment imminent), the Contractor shall
                   either arrange for the County to continue using the
                   product or service at no additional cost to the County, or
                   propose another remedy subject to County approval.
                   Provision of equivalent products or services will be
                   acceptable, but the County alone will determine whether
                   proposed substitutes are sufficiently equivalent.  If no
                   acceptable alternative is possible even after the
                   Contractor's best efforts, the Contractor shall return a
                   prorata portion of the County's costs pertaining to the
                   license fee -- and all consequential costs -- based on a
                   period of ten years.  The County may also pursue any or
                   all of its other available remedies.

                   -----------------------------------------------------------
                   We fully understand and comply with the above section.
                   -----------------------------------------------------------



--------------------------------------------------------------------------------
17 August 1993                   94         Hennepin County Sheriff's Department
                                                Computerized Image Database
<PAGE>

                                                            XImage Corporation
                                                                      Proposal


8  SOFTWARE SPECIFICATIONS

   8.3  APPLICATION SOFTWARE (SEE ALSO SECTION 5):

        8.3.11 DATA BASE MANAGEMENT:

        8.3.11.1   MUST HAVE A COMMERCIALLY AVAILABLE RELATIONAL DATA BASE
                   MANAGEMENT SYSTEM WITH A STRUCTURED QUERY LANGUAGE (SQL) IN A
                   CLIENT SERVER ARCHITECTURE. BIDDER MUST DESCRIBE HOW WORK IS
                   DIVIDED BETWEEN CLIENT AND SERVER. THE COUNTY CURRENTLY
                   SUPPORTS OS/2 DATA MANAGER AND SQL SERVER AS PC DATA BASE
                   MANAGEMENT SYSTEMS.

                   The ForceField system WILL utilize SYBASE, a commercially
                   available relational data base management system with a
                   structured query language (SQL) in a client server
                   architecture. To provide capacity for growth and best
                   maximize the use of the file server (ImageBank), much of the
                   preliminary screen interface, printing capabilities, image
                   review and compression are localized at the work station
                   (ImageStation) level. ImageStations are UNIX-based
                   workstations which communicate with the ImageBank via both
                   local and wide area networks.

        8.3.11.2   DATA BASE MANAGEMENT SYSTEM MUST BE CAPABLE OF SUPPORTING
                   THE MULTIPLE SIMULTANEOUS UPDATES AND RETRIEVALS.

                   Data base management system WILL be capable of supporting
                   the multiple simultaneous updates and retrievals.

        8.3.11.3   EACH SINGLE FOLDER MUST BE CAPABLE OF HOLDING UP TO 50
                   FIELDS, ONE OF WHICH SHOULD BE THE FREE TEXT AREA.

                   Each single folder WILL be capable of holding up to 50
                   fields, one of which should be the free text area.

        8.3.11.4   ALL DATES MUST INCLUDE THE CENTURY.

                   All dates WILL include the century.

        8.3.11.5   INITIAL SYSTEM MUST BE ABLE TO MANAGE 375,000 COMPRESSED
                   IMAGES AND ASSOCIATED DATA RECORDS.

                   Initial system WILL be able to manage 375,000 compressed
                   images and associated data records.



-------------------------------------------------------------------------------
17 August 1993                   95        Hennepin County Sheriff's Department
                                               Computerized Image Database
<PAGE>
                                                            XImage Corporation
                                                                      Proposal

8  SOFTWARE SPECIFICATIONS

   8.3  APPLICATION SOFTWARE (SEE ALSO SECTION 5):

        8.3.11.6  SHOULD ALLOW COUNTY MODIFICATIONS TO DATA BASES IN
                  CONSULTATION WITH THE CONTRACTOR.

                  The system WILL allow County modifications to data bases in
                  consultation with XImage Corporation.

        8.3.11.7  THE SYSTEM MUST AUTOMATICALLY RECORD SIGNIFICANT
                  APPLICATION TRANSACTIONS AND EVENTS (DEFINED AS ADD, DELETE,
                  AND MODIFY RECORDS, LINEUP AND IMAGE PRINTING) IN AN AUDIT
                  LOG FILE AND RETAIN ON-LINE FOR A MINIMUM OF 60 DAYS. THE
                  APPLICATION TRANSACTION TO BE RECORDED MUST INCLUDE
                  WORKSTATION NAME, USER NAME, UNSUCCESSFUL LOG-ON ATTEMPTS,
                  RECORD KEY, TYPE OF FUNCTION, DATE AND TIME, PERTINENT ACTION
                  PERFORMED AND OTHER ITEMS TO BE DEFINED.

                  The system WILL automatically record significant application
                  transactions and events (defined as add, delete, and modify
                  records, lineup and image printing) in an audit log file and
                  retain on-line for a minimum of 60 days. The application
                  transaction to be recorded WILL include workstation name, user
                  name, unsuccessful log-on attempts, record key, type of
                  function, date and time, pertinent action performed and other
                  items to be defined.

        8.3.11.8  SYSTEM MUST BE ABLE TO MANAGE MULTIPLE DATA BASES DESIGNED
                  TO STORE AT A MINIMUM THE FOLLOWING CATEGORIES OF DATA:

                  - JAIL ADULT BOOKING/MUGSHOT I.D.
                  - EMPLOYEE/VISITOR I.D.
                  - AUDIT LOG
                  - PERSON RELATED INTELLIGENCE APPLICATION

                  SYSTEM SHOULD BE ABLE TO MANAGE A DATA BASE DESIGNED TO
                  STORE THE FOLLOWING CATEGORY OF DATA:

                  OPTIONAL: PERSON/BUSINESS SURVEILLANCE APPLICATION

                  OPTIONAL: ADDRESS/LOCATION APPLICATION

                  The ForceField system WILL be able to manage multiple data
                  bases designed to store at a minimum the required
                  categories of data. XImage Corporation has not included the
                  development of the optional databases for Person/Business
                  Surveillance and Address/Location.

-------------------------------------------------------------------------------
17 August 1993                   96         Hennepin County Sheriff's Department
                                                Computerized Image Database

<PAGE>

                                                            XImage Corporation
                                                                      Proposal

8  SOFTWARE SPECIFICATIONS

   8.3  APPLICATION SOFTWARE (SEE ALSO SECTION 5):

        8.3.11.9   DATA BASES MUST BE TAILORED TO COUNTY NEEDS.

                   Data bases WILL be tailored to County needs.

        8.3.11.10  SHOULD BE ABLE TO SEARCH FREE FORM TEXT FIELDS.

                   The system does not provide this capability.

        8.3.11.11  SHOULD SUPPORT AN UNLIMITED FREE TEXT FIELD AND A LIMITED
                   FREE TEXT FIELD OF 500 CHARACTERS FOR BOOKING RECORDS.

                   Each application WILL allow free form text fields attached
                   to a specified folder. XImage Corporation's exclusive
                   "electronic note pad" function will allow the operator to
                   attach "notes" to a suspect's folder, booking or
                   appearance. They are analogous to the yellow "post-it" note
                   paper commonly found in offices today. This computerized
                   depiction will allow the inclusion of "ad-hoc" text that
                   will stay with a particular folder.

        8.3.11.12  MENU:

        8.3.11.12.1  MUST ALLOW MODIFICATION OF MENU SYSTEM IN CONSULTATION
                     WITH CONTRACTOR BY SYSTEM ADMINISTRATOR.

                     The system WILL allow modification of menu system in
                     consultation with XImage Corporation by System
                     Administrator.

        8.3.11.12.2  MUST BE ABLE TO USE MOUSE OR KEYBOARD TO SELECT MENU
                     OPTIONS.

                     The system WILL be able to use mouse or keyboard to
                     select menu options.

        8.3.11.12.3  BIDDER SHOULD PROVIDE SAMPLES OF EXISTING MENUS.

                     XImage Corporation HAS provided samples of existing
                     menus. These samples can be found in Section 9 of this
                     document.

-------------------------------------------------------------------------------
17 August 1993                   97         Hennepin County Sheriff's Department
                                                Computerized Image Database

<PAGE>
                                                            XImage Corporation
                                                                      Proposal

8  SOFTWARE SPECIFICATIONS

   8.4  BIDDER MUST QUOTE AN OPTION TO EQUIP ALL WORKSTATIONS AND THE FILE
        SERVER WITH 3270 EMULATION SOFTWARE SO THE MAINFRAME BOOKING SYSTEM
        CAN BE ACCESSED VIA THE NETWORK FROM ANY WORKSTATION IN A WINDOW OF THE
        PHOTOIMAGE MONITOR. IF SELECTED AS AN OPTION BY THE COUNTY, THE
        3270 SHALL BE OPERATIONAL EVEN IF PHOTO IMAGE FILE SERVER IS INOPERABLE.

        XImage Corporation HAS quoted an option to equip all workstations and
        the file server with 3270 emulation software so the mainframe booking
        system can be accessed via the network from any workstation in a window
        of the photoimage monitor. If selected as an option by the County, the
        3270 shall be operational even if photo image file server is inoperable.

        Please see our itemized pricing schedules in the appendix of this
        document.

-------------------------------------------------------------------------------
17 August 1993                  98        Hennepin County Sheriff's Department
                                                Computerized Image Database


<PAGE>
                                                            XImage Corporation
                                                                      Proposal

9 NETWORK

  9.1  THE SUCCESSFUL BIDDER MUST WORK WITH HENNEPIN COUNTY INFORMATION
       SERVICES OPERATIONS DIVISION TO DEVELOP THE DETAILED NETWORK PLAN.
       THE COUNTY WILL INSTALL THE NETWORK AND THE BRIDGE TO THE COUNTY'S
       BACKBONE NETWORK.

       The successful bidder WILL work with Hennepin County Information
       Services Operations Division to develop the detailed network plan.
       The County will install the network and the bridge to the County's
       backbone network.

  9.2  THE PHOTOIMAGE SYSTEM MUST BE IMPLEMENTED ON A 16 MBPS TOKEN-RING
       NETWORK.

       The photoimage system WILL be implemented on a 16 Mbps Token-Ring
       network.

  9.3  ALL WORKSTATIONS AND FILE SERVERS MUST BE EQUIPPED WITH:

       9.3.1  A NETWORK ADAPTER.

              All workstations and file servers WILL be equipped with a
              network adapter.

       9.3.2  A NETWORK ADAPTER CABLE.

              All workstations and file servers WILL be equipped with a
              network adapter cable.

       9.3.3  THE APPROPRIATE SOFTWARE TO CONNECT THE ADAPTER TO THE NETWORK.

              All workstations and file servers WILL be equipped with the
              appropriate software to connect the adapter to the network.

-------------------------------------------------------------------------------
17 August 1993                  99        Hennepin County Sheriff's Department
                                                Computerized Image Database

<PAGE>
                                                            XImage Corporation
                                                                      Proposal

9 NETWORK

  9.4  THE COUNTY SUPPORTS IBM PS/2 AS WORKSTATIONS AND SERVERS, WHICH RUN
       EITHER DOS OR OS/2 OPERATING SYSTEMS. THE LAN OPERATING SYSTEMS EMPLOYED
       IN THIS ENVIRONMENT ARE PC LAN PROGRAM 1.3 OR OS/2 LAN SERVER 2.0. BOTH
       OF THESE OPERATING SYSTEMS USE THE NETBIOS PROTOCOL. THE COUNTY USES
       NETVIEW 2.0, WHICH ALSO DISPLAYS DATA FROM NETWORK PERFORMANCE MONITOR
       1.4.1 AND LAN NETWORK MANAGER 1.0, TO MONITOR NETWORK PERFORMANCE.

       THE BIDDER MUST PROVIDE A CONCEPTUAL NETWORK DESIGN THAT WILL INDICATE
       HOW THE PROPOSED NETWORK WILL BRIDGE TO THIS NETWORK ENVIRONMENT. THE
       PLAN SHOULD INCLUDE:

       9.4.1  THE NAME AND VERSION OF THE PREFERRED NETWORK OPERATING SOFTWARE.

              The server WILL utilize TCP/IP in combination with IBM AIX
              version 3.2.

       9.4.2  THE NAME AND VERSION OF ANY NETWORK MONITORING TOOLS
              RECOMMENDED. IDEALLY, THE COUNTY SHOULD BE ABLE TO MONITOR THIS
              NETWORK THROUGH NETVIEW.

              The ForceField system WILL utilize the Etherfind-TM- operating
              system tools. If Netview has options for trading TCP/IP packets,
              this should be sufficient as the data link layers (Token-Ring)
              for TCP/IP and PCLAN are the same.

       9.4.3  A DESCRIPTION OF HOW REMOTE SITES CAN GAIN ACCESS TO THE
              PHOTOIMAGE SYSTEM VIA AN EXISTING OR FUTURE TOKEN-RING NETWORK
              BRIDGED TO THE HENNEPIN COUNTY BACKBONE NETWORK.

              Remote sites housing ImageStations can access ImageBank
              transparent of the bridging.

       9.4.4  A DESCRIPTION OF HOW REMOTE SITES CAN ACCESS THE PHOTOIMAGE
              SYSTEM VIA EXISTING SDLC LINKS TO THE MAINFRAME.

              XImage Corporation does not support SDLC communications.

-------------------------------------------------------------------------------
17 August 1993                  100        Hennepin County Sheriff's Department
                                                Computerized Image Database

<PAGE>
                                                            XImage Corporation
                                                                      Proposal

9 NETWORK

       9.4.5  A DESCRIPTION OF HOW REMOTE SITES CAN GAIN ACCESS TO THE
              SYSTEM VIA A DIRECT LINK TO THE PHOTOIMAGE NETWORK.

              These intelligent ImageStations (UNIX based workstations)
              communicate with the ImageBank via both local and remote
              networking. In installations like the Hennepin County,
              multiple ImageStations will be networked to the ImageBank,
              providing access to data and images from all locations.
              Sophisticated communications allow ImageStations to be dispersed
              across large areas, but yet have all of the functional
              capabilities of a local Token-Ring attached ImageStation, limited
              only by the speed of the physical networking option. The mainframe
              could be connected to the Token-Ring network utilizing TCP/IP
              software on the mainframe. This would provide necessary
              infrastructure for all the application level interconnects for
              data transfer.

       9.4.6  A DESCRIPTION OF HOW COMMUNICATIONS BETWEEN THE PHOTOIMAGE
              SYSTEM AND DOS OR OS/2 WORKSTATIONS COULD BE ESTABLISHED.

              Communications between the ForceField system and DOS or OS/2
              workstations can be established by utilizing an available software
              package designed specifically for that purpose that utilizes
              TCP/IP.

  9.5  3270 THAT IS BID AS AN OPTION MUST ALLOW THE WORKSTATIONS AND SERVER
       ACCESS TO THE MAINFRAME WHENEVER THE NETWORK IS OPERATIONAL. IN ORDER TO
       ACCOMPLISH THIS, HENNEPIN COUNTY WILL INSTALL A PC GATEWAY ON THE
       NETWORK. THE GATEWAY WILL RUN IBM PERSONAL COMMUNICATIONS SOFTWARE WHICH
       SUPPORTS THE 802.2 IEEE PROTOCOL THROUGH THE USE OF DXM DRIVERS. BIDDER
       SHALL INCLUDE IN THE OPTION BID SOFTWARE ON THE ALL WORKSTATIONS AND
       FILE SERVER THAT WILL ALLOW COMMUNICATION OVER THE TOKEN-RING WITH THE PC
       GATEWAY.

       3270 emulation software will be listed optionally that will enable the
       workstation to emulate a 3270 terminal. Additional hardware may be needed
       if coax connections are used.

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17 August 1993                  101        Hennepin County Sheriff's Department
                                                Computerized Image Database


<PAGE>

                                                              XImage Corporation
                                                                        Proposal

10  SECURITY

    10.1   ACCESS CONTROL MUST BE IMPLEMENTED ON BOTH WORKSTATION/FILE SERVER
           AND PHOTOIMAGE SYSTEM APPLICATION BASIS USING A PASSWORD AT BOTH
           LEVELS.

           Access control WILL be implemented on both workstation/file server
           and photoimage system application basis using a password at both
           levels.

    10.2   ALL PASSWORDS MUST BE ENCRYPTED.

           All passwords WILL be encrypted.

    10.3   A CONTROL TABLE MUST LIST ALL AUTHORIZED USERS AND SPECIFIC
           FUNCTIONS EACH INDIVIDUAL USER IS AUTHORIZED TO PERFORM.

           A control table WILL list all authorized users and specific
           functions each individual user is authorized to perform.

    10.4   THE SYSTEM SIGN ON MENUS MUST LIST ONLY THOSE SCREENS, FILES AND
           FUNCTIONS WHICH THE USER AND WORKSTATION HAVE AUTHORITY TO ACCESS,
           BASED ON THE CONTROL TABLES.

           The system sign on menus WILL list only those screens, files and
           functions which the user and workstation have authority to access,
           based on the control tables.

    10.5   THE SYSTEM SHOULD DISABLE A USER ID AFTER A SPECIFIED NUMBER OF
           UNSUCCESSFUL LOG-ON ATTEMPTS.

           The system will not provide this function, however ForceField will
           automatically record every significant system transaction and
           event in a log file on disk and retain on-line for a minimum of 60
           days. The transaction to be recorded will include all system
           start-ups, authorization file changes, sign-ons and sign-offs, and
           images taken. Each history record will include the date and time
           of the transaction and the operator, unit, officer, and event
           identification as applicable.

    10.6   BIDDER MUST DESCRIBE HOW THE SYSTEM ADMINISTRATOR ACCESSES AND
           UPDATES THE CONTROL TABLES.

           The system WILL allow System Administrator to add, delete and modify
           table entries for validation. This functionality is allowed only
           to individuals who have been given this permission (usually the
           System Administrator) through specialized ForceField update
           utilities. The System Administrator will be fully trained by
           XImage Corporation training personnel in performing this function.

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17 August 1993                        102   Hennepin County Sheriff's Department
                                                Computerized Image Database

<PAGE>

                                                              XImage Corporation
                                                                        Proposal

10  SECURITY

    10.7   ACCESS CONTROL SYSTEM SHOULD ALLOW USER GROUP ACCESS PRIVILEGE BY
           WORKSTATION, FILE AND FUNCTION.

           Access control system WILL allow user group access privilege by
           workstation, file and function.

    10.8   THE SYSTEM SHOULD ALLOW A USER TO ACCESS ONLY AUTHORIZED RECORDS
           WITHIN A FILE.

           The system does not provide this capability.

    10.9   THE SYSTEM MUST PROVIDE SEPARATE JUVENILE RECORD ACCESS. BIDDER
           MUST DESCRIBE THE SOLUTION.

           The system WILL provide separate juvenile record access. Virtually
           there is no limit to the number of truly multiple separate
           databases which can be created. Access is restricted to each
           database through password protected log-ons. For instance, some
           corrections officers may have access in the adult database but not
           in the juvenile database. Likewise, personnel administration may have
           access to the employee and visitor database, but no authorization
           in the inmate database. In such a case, the user will only see the
           database names to which they have authorization.

    10.10  IF A FINGERPRINT ACCESS DEVICE WAS QUOTED IN OPTIONAL HARDWARE
           SECTION, BIDDER SHOULD DESCRIBE HOW IT IS INCORPORATED INTO SYSTEM
           SECURITY.

           FEATURE NOT PROVIDED.

    10.11  SHOULD HAVE A PHOTO OR NAME OF THE LOGGED-ON USER ON-SCREEN.

           The system WILL have the name of the logged-on user on-screen.

    10.12  SHOULD HAVE A SCREEN LOCK WHICH WILL ENGAGE IF NO KEY IS PRESSED
           WITHIN A SPECIFIED TIME. THE SCREEN LOCK SHOULD THEN CLEAR THE
           SCREEN AND RETURN TO A PROMPT SCREEN FOR RE-ENTRY TO THE SYSTEM.

           The system WILL have a screen lock which will engage if no key is
           pressed within a specified time. The screen lock should then clear
           the screen and return to a prompt screen for re-entry to the
           system.

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17 August 1993                        103   Hennepin County Sheriff's Department
                                                Computerized Image Database

<PAGE>
                                                            XImage Corporation
                                                                      Proposal

11  SYSTEM SUPPORT/WARRANTY/MAINTENANCE

    11.1   THE BIDDER MUST PROVIDE A ONE YEAR WARRANTY FOR ALL HARDWARE AND
           SOFTWARE PRODUCTS FOR THE ENTIRE SYSTEM TO START AFTER THE DATE OF
           FINAL ACCEPTANCE OF THE SYSTEM BY THE COUNTY.

           XImage Corporation WILL provide a one year warranty for all
           hardware and software products for the entire system to start
           after the date of final acceptance of the system by the county.

    11.2   THE BIDDER MUST ALSO PROVIDE AND QUOTE YEARLY MAINTENANCE
           CONTRACTS FOR ALL HARDWARE AND SOFTWARE PRODUCTS FOR THE ENTIRE
           SYSTEM TO START AFTER THE ONE YEAR WARRANTY PERIOD ENDS.

           THE COUNTY RESERVES THE RIGHT TO ENTER INTO EACH YEARLY
           MAINTENANCE CONTRACT AND WILL NOTIFY THE CONTRACTOR IN WRITING
           PRIOR TO END OF WARRANTY PERIOD OR MAINTENANCE CONTRACT WHETHER
           CONTRACT WILL CONTINUE FOR THE NEXT YEAR. THE CONTRACTOR SHALL
           NOTIFY THE COUNTY SHERIFF'S DEPARTMENT IN WRITING 90 DAYS PRIOR TO
           THE END OF THE WARRANTY OR MAINTENANCE CONTRACT AND QUOTE THE
           YEARLY MAINTENANCE RENEWAL COST IN ACCORDANCE WITH SECTION 3.8
           (PRICE CHANGES) OF THIS DOCUMENT.

           XImage Corporation HAS quoted yearly maintenance contracts for all
           hardware and software products for the entire system to start
           after the ONE YEAR WARRANTY period ends. Please see our itemized
           pricing schedules in the appendix of this document.

           We understand that the County reserves the right to enter into
           each yearly maintenance contract and will notify XImage
           Corporation in writing prior to end of warranty period or
           maintenance contract whether contract will continue for the next
           year. XImage Corporation shall notify the County Sheriff's
           Department in writing 90 days prior to the end of the warranty or
           maintenance contract and quote the yearly maintenance renewal cost
           in accordance with section 3.8 (Price Changes) of this document.

    11.3   BIDDER MUST PROVIDE A COMPLETE DESCRIPTION OF THEIR STANDARD
           MAINTENANCE, WARRANTY AND SUPPORT SYSTEM TO INCLUDE SUPPLY OF
           REPLACEMENT PARTS, RESPONSE TIME FOR SERVICE CALLS, PROBLEM
           DIAGNOSIS, PROBLEM ISOLATION, PROBLEM RESOLUTION, ROUTINE AND
           PREVENTATIVE MAINTENANCE SCHEDULE, SUPPORT STAFF, ETC.

           XImage Corporation stands behind their systems with a comprehensive
           program for system support and maintenance. Because of the needs
           of law enforcement, XImage Corporation provides 24 hour a day - 7
           day a week system support via a single telephone number. Hennepin
           County personnel will be able to receive prompt system support any
           time of day.

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17 August 1993                        104   Hennepin County Sheriff's Department
                                                Computerized Image Database

 <PAGE>

                                                              XImage Corporation
                                                                        Proposal

11  SYSTEM SUPPORT/WARRANTY/MAINTENANCE

          XImage Corporation provides a Technical Support Center staffed in San
          Jose, California, to deliver single point of contact for all hardware
          and software maintenance, customer training, support and consulting.
          This means that Hennepin County personnel can reach a technician to
          help with any problem by calling a single phone number.  XImage
          Corporation will provide problem management from the time the incident
          is reported until the repair is effected.

          The ForceField system is designed with remote diagnostic facilities
          that enable the Technical Support Center in California to log in to a
          customer system and operate that system as if support personnel were
          on-premises.  This provides quick diagnosis of difficulties, and a
          means for prompt application of temporary fixes.  XImage Corporation
          may, of course, need the System Administrator at the site to assist
          in mounting tapes or disks, obtaining printouts, and determining
          results from ImageStation users.

    11.4  BIDDER MUST PROVIDE A COPY OF THE STANDARD MAINTENANCE AGREEMENT.

          XImage Corporation HAS provided a copy of the standard maintenance
          agreement.  This document can be found in the Section 7 of this
          document.

    11.5  BIDDER MUST PROVIDE A CRITICAL COMPONENTS SUPPORT AMENDMENT TO THE
          STANDARD MAINTENANCE CONTRACT PROVIDING REPLACEMENT PARTS AND, WHEN
          REQUIRED, A SERVICE TECHNICIAN ON SITE WITHIN TWENTY-FOUR HOURS, IF
          NOT ALREADY A PART OF THE STANDARD AGREEMENT.  CRITICAL COMPONENTS
          ARE DEFINED AS ALL COMPONENTS LISTED IN THE HARDWARE SECTION UNDER
          FILE SERVER AND THE TAPE BACKUP UNIT.

          XImage Corporation WILL provide a critical components support
          amendment to the standard maintenance contract providing replacement
          parts and, when required, a service technician on site within
          twenty-four hours, if not already a part of the standard agreement.
          Critical components are defined as all components listed in the
          hardware section under file server and the tape backup unit.

    11.6  BIDDER MUST STATE THE AVERAGE TIME TO ARRIVE ON SITE WITH STAFF AND
          NON-CRITICAL PARTS.

          XImage WILL to respond instantly to the service needs of your imaging
          system.  For critical outages we can have representatives at your
          site within an hour of your call to our customer support center.  Our
          response times are based on severity by case.  Less severe service
          issues will be handled in a timely manner so as not to disrupt the
          operation of your system.

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17 August 1993                        105   Hennepin County Sheriff's Department
                                                Computerized Image Database
<PAGE>

                                                              XImage Corporation
                                                                        Proposal

11  SYSTEM SUPPORT/WARRANTY/MAINTENANCE

    11.7  CONTRACTOR MUST PROVIDE 24 HOUR A DAY, SEVEN DAYS A WEEK SUPPORT ON
          ALL HARDWARE AND SOFTWARE PRODUCTS OF THE SYSTEM.  MUST PROVIDE ONE
          TELEPHONE NUMBER TO CALL FOR ALL SUPPORT PROBLEMS.

          XImage Corporation WILL provide 24 hour a day, seven days a week
          support on all hardware and software products of the system.  We WILL
          also provide one telephone number to call for all support problems.

    11.8  CONTRACTOR'S SUPPORT PERSONNEL IMMEDIATELY SHALL LOG INITIAL CALL BY
          COUNTY PERSONNEL.

          XImage Corporation support personnel immediately WILL log initial
          call by County personnel.

    11.9  CONTRACTOR'S SUPPORT PERSONNEL MUST PERFORM THE FIRST LEVEL OF
          DIAGNOSTICS TO DETERMINE IF THE PROBLEM IS OPERATIONAL, SOFTWARE, OR
          HARDWARE.

          XImage Corporation's support personnel WILL perform the first level of
          diagnostics to determine if the problem is operational, software, or
          hardware.

    11.10 FOR OPERATIONAL PROBLEMS, CONTRACTOR'S SUPPORT PERSONNEL MUST RESPOND
          WITHIN 20 MINUTES OF INITIAL CALL.

          For operational problems, XImage Corporation's support personnel WILL
          respond within 20 minutes of initial call.

    11.11 FOR SOFTWARE PROBLEMS, CONTRACTOR'S SUPPORT PERSONNEL MUST RESPOND
          WITHIN 2 HOURS OF INITIAL CALL.

          IF SUPPORT PERSONNEL FOR SOFTWARE SUPPORT ARE UNABLE TO BE ON
          SITE WITHIN 2 HOURS, THEN THE SUPPORT PERSONNEL SHALL BE ABLE TO
          CONNECT WITH SYSTEM MODEM AND CORRECT SOFTWARE PROBLEMS.

          FOR SECURITY, THE SYSTEM MODEM WILL BE PASSWORD ACCESS PROTECTED AND
          SHALL DIAL BACK TO THE CONTRACTOR'S SUPPORT SYSTEM AFTER THE
          CONTRACTOR'S SUPPORT PERSONNEL HAVE REQUESTED ACCESS TO THE COUNTY'S
          SYSTEM.

          For software problems, XImage Corporation support personnel WILL
          respond within 2 hours of initial call.  If support personnel for
          software support are unable to be on site within 2 hours, then the
          support personnel WILL be able to connect with system modem and
          correct software problems.  For security, the system modem WILL be
          password access protected and shall dial back to XImage Corporation's
          support system after XImage Corporation's support personnel have
          requested access to the County's system.

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17 August 1993                        106   Hennepin County Sheriff's Department
                                                Computerized Image Database
<PAGE>

                                                              XImage Corporation
                                                                        Proposal

11  SYSTEM SUPPORT/WARRANTY/MAINTENANCE

    11.12 IF A PROBLEM IS DETERMINED, "WORK AROUNDS" AND/OR "PATCHES" MUST BE
          PROVIDED WHILE SYSTEM IS BEING FIXED SO THERE WILL BE MINIMAL
          DISRUPTION OF ON-LINE OPERATIONS.

          If a problem is determined, "work arounds" and/or "patches" WILL be
          provided while system is being fixed so there will be minimal
          disruption of on-line operations.

    11.13 WARRANTY AND MAINTENANCE MUST INCLUDE ALL NECESSARY ADJUSTMENTS,
          REPAIRS, PARTS REPLACEMENTS, LABOR, PREVENTIVE AND REMEDIAL
          MAINTENANCE, ON SITE MAINTENANCE LOG AND ALL OTHER SERVICES REQUIRED
          TO KEEP ALL COMPONENTS IN GOOD WORKING ORDER.  THIS MUST BE PERFORMED
          WITH MINIMAL DISRUPTION OF ON-LINE OPERATIONS.

          Warranty and Maintenance WILL include all necessary adjustments,
          repairs, parts replacements, labor, preventive and remedial
          maintenance, on site maintenance log and all other services required
          to keep all components in good working order.  This WILL be performed
          with minimal disruption of on-line operations.

    11.14 ALL COSTS ASSOCIATED WITH THE DELIVERY TO AND FROM THE COUNTY OF
          SOFTWARE AND/OR HARDWARE REQUIRED AS THE RESULTS OF A MALFUNCTIONING
          SYSTEM SHALL ALSO BE PROVIDED AT NO EXPENSE TO THE COUNTY.  SUCH COST
          ITEMS SHALL INCLUDE BUT NOT BE LIMITED TO THE FOLLOWING:
          TRANSPORTATION, PACKAGING, CRATING, DELIVERY HANDLING, INSURANCE, AND
          SHIPPING EQUIPMENT AND/OR SOFTWARE CARTONS, ETC.

          All costs associated with the delivery to and from the County of
          software and/or hardware required as the results of a malfunctioning
          System WILL also be provided at no expense to the County.  Such cost
          items shall include but not be limited to the following:
          transportation, packaging, crating, delivery handling, insurance, and
          shipping equipment and/or software cartons, etc.

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17 August 1993                        107   Hennepin County Sheriff's Department
                                                Computerized Image Database
<PAGE>
                                                            XImage Corporation
                                                                      Proposal

11 SYSTEM SUPPORT/WARRANTY/MAINTENANCE

   11.15  DEFECTIVE EQUIPMENT: ANY INDIVIDUAL ITEM OF EQUIPMENT COVERED BY
          THIS PROCUREMENT EXPERIENCING MORE THAN THREE FAILURES DURING THE
          WARRANTY PERIOD SHALL BE REPLACED WITH A NEW ITEM MEETING
          SPECIFICATIONS, AT NO COST TO THE COUNTY WITHIN FIVE (5) DAYS AFTER
          RECEIPT OF NOTIFICATION FROM THE COUNTY TO REPLACE SAID ITEM(S).
          A NEW WARRANTY PERIOD FOR THE ITEM IDENTICAL IN LENGTH AND TERMS TO
          THE FOREGOING WARRANTY PERIOD SHALL COMMENCE ON THE DATE OF
          REPLACEMENT OF ANY SUCH ITEM.

          Any individual item of equipment covered by this procurement
          experiencing more than three failures during the warranty period
          WILL be replaced with a new item meeting specifications, at no cost
          to the County within five (5) days after receipt of notification
          from the County to replace said item(s). A new warranty period for the
          item identical in length and terms to the foregoing warranty period
          WILL commence on the date of replacement of any such item.
          Defective Equipment: Any individual item of equipment covered by
          this procurement experiencing more than three failures during the
          warranty period WILL be replaced with a new item meeting
          specifications, at no cost to the County within five (5) days after
          receipt of notification from the County to replace said item(s). A
          new warranty period for the item identical in length and terms to
          the foregoing warranty period WILL commence on the date of
          replacement of any such item.

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                                                Computerized Image Database

<PAGE>

                                                            XImage Corporation
                                                                      Proposal

12 TRAINING

   12.1  THE BIDDER MUST DESCRIBE THEIR TRAINING PLAN IN DETAIL, INCLUDING
         THE BIDDER'S EDUCATION AND TRAINING PHILOSOPHY.

         The ForceField system is very user friendly and can be mastered with
         a minimum of training. Included with the purchase of the system, XImage
         Corporation WILL provide the necessary amount of training to all
         personnel for the operation of all system hardware and software
         installed. This training will include workstation operation, data entry
         and inquiries, camera and lighting operation, and system support. To
         assure consistency with customer standards and needs, the schedule for
         training will be developed jointly with Hennepin County.

         Included with the purchase of the system, XImage Corporation will
         provide the necessary amount of training for all personnel for the
         operation of all system hardware and software installed. This training
         will include workstation operation, data entry and inquiries, camera
         and lighting operation, and system support. To assure consistency with
         customer standards and needs, the schedule for training will be
         developed jointly with Hennepin County.

         It is expected that the designated System Administrator(s) attend a
         2-day System Administration course, provided at XImage Corporation's
         corporate offices, prior to the installation of the ForceField System.
         This course is included as part of the system, but travel and expense
         costs are the responsibility of the client.

         Subsequent to installation, XImage Corporation Customer Support and
         Hennepin County will jointly develop a plan for follow-up training to
         be accomplished by the County. It is expected that the people from the
         Hennepin County responsible for training (supervisory or training
         staff) will take an active role in developing and delivering on-going
         training.

       ->XImage Corporation WILL provide the necessary amount of training to
         all personnel for the operation of all system hardware and software
         installed.

   12.2  BIDDER MUST LIST THE AMOUNT OF TRAINING INCLUDED WITH THE SYSTEM
         AND COSTS FOR ADDITIONAL TRAINING AS REQUESTED BY THE COUNTY. THESE
         COSTS MUST INCLUDE BIDDERS COSTS FOR: TRAVEL, PARKING, LODGING, MEALS
         AND STAFF TIME.

         Included with the purchase of the system, XImage Corporation will
         provide the necessary amount of training for all personnel for the
         operation of all system hardware and software installed. This training
         will include workstation operation, data entry and inquiries, camera
         and lighting operation, and system support. To assure consistency with
         customer standards and needs, the schedule for training will be
         developed jointly with Hennepin County. Remedial training will be
         handled on a cost incurred basis.

       ->"WE WILL REMAIN ON SITE UNTIL THIS TRAINING IS COMPLETED."

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17 August 1993                  109        Hennepin County Sheriff's Department
                                                Computerized Image Database

<PAGE>
                                                            XImage Corporation
                                                                      Proposal

12 TRAINING

   12.3  BIDDER MUST SPECIFY ANY OFF-SITE TRAINING REQUIRED.

         It is expected that the designated System Administrator(s) attend a
         2-day System Administration course, provided at XImage Corporation's
         corporate offices, prior to the installation of the ForceField System.
         This course is included as part of the system, but travel and expense
         costs are the responsibility of the client.

   12.4  THE BIDDER MUST PROVIDE TRAINING DOCUMENTATION AND ON-SITE CLASSROOM
         AND HANDS-ON TRAINING.

         The bidder WILL provide training documentation and on-site classroom
         and hands-on training.

   12.5  THE SYSTEM MUST PROVIDE A MEANS FOR PLACING DESIGNATED WORKSTATIONS
         INTO A TRAINING MODE. A WORKSTATION IN TRAINING MODE SHOULD BE ABLE TO
         PERFORM ALL THE FUNCTIONS NORMALLY AUTHORIZED TO THAT WORKSTATION TO
         THE MAXIMUM FEASIBLE EXTENT.

         HOWEVER, A WORKSTATION IN TRAINING MODE MUST NOT BE PERMITTED TO
         ACTUALLY UPDATE "REAL" FILES. IN THIS MODE, THE TRAINEES MUST BE ABLE
         TO "MODIFY" CURRENT SAMPLE RECORDS, AND ENTER NEW RECORDS. ACCESS
         TABLES FOR THE TRAINING MODE MUST BE SEPARATE FROM THE PRODUCTION
         SYSTEM ACCESS TABLES.

         The ForceField system WILL provide a means for placing designated
         workstations into a training mode. A workstation in training mode WILL
         be able to perform all the functions normally authorized to that
         workstation to the maximum feasible extent.

         However, a workstation in training mode WILL not be permitted to
         actually update "real" files. In this mode, the trainees WILL be able
         to "modify" current sample records, and enter new records. Access
         tables for the training mode WILL be separate from the production
         system access tables.

   12.6  TRAINING MANUALS:

         12.6.1  A MINIMUM OF TEN MANUALS CUSTOMIZED TO THE INSTALLED SYSTEM
                 SHALL BE PROVIDED WITH THE SYSTEM. TRAINING MANUALS,
                 DOCUMENTATION AND MATERIALS FURNISHED DURING TRAINING WILL
                 BECOME THE COUNTY'S PROPERTY. FOUR (4) SAMPLE TRAINING MANUALS
                 MUST BE PROVIDED WITH THE BID.

                 A minimum of ten manuals customized to the installed system
                 WILL be provided with the system. Training manuals,
                 documentation and materials furnished during training will
                 become the County's property. Four (4) sample training manuals
                 WILL be provided with the bid.

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                                                Computerized Image Database


<PAGE>
                                                            XImage Corporation
                                                                      Proposal

12   TRAINING

     12.6 TRAINING MANUALS:

          12.6.2 IF THE USER MANUAL IS ALSO THE TRAINING MANUAL, BIDDER SHALL
                 SO STATE.

                 The user manual is used as a tool within the confines of a
                 specialized ForceField training program.

          12.6.3 ALL MANUALS MUST BE DETAILED AND WRITTEN IN A LANGUAGE THAT
                 CAN BE EASILY UNDERSTOOD BY USERS WHO DO NOT POSSESS
                 COMPUTER KNOWLEDGE OR SKILLS.

                 All manuals WILL be detailed and written in a language that
                 can be easily understood by users who do not possess
                 computer knowledge or skills.

     12.7 STAFF TRAINING:  THE PRIMARY PURPOSE OF THE TRAINING REQUIREMENT IS
          TO PRODUCE A GROUP OF HENNEPIN COUNTY SHERIFF'S DEPARTMENT STAFF
          WHO WILL BE COMPETENTLY AND FULLY TRAINED BY THE CONTRACTOR AS TO
          ENABLE SUCH STAFF TO ASSUME FULL RESPONSIBILITY FOR THE TRAINING OF
          OTHERS IN THE DAILY OPERATION AND ROUTINE IN-HOUSE MAINTENANCE OF
          THE SYSTEM.  FUNCTIONAL MANAGER, TECHNICAL MANAGER AND SPECIALTY
          TRAINING ARE ALSO REQUIRED.

          12.7.1 TRAINING MUST BE PROVIDED TO THE FOLLOWING GROUPS:

                 USERS/TRAINERS:  A CORE GROUP OF APPROXIMATELY TWENTY (20)
                 PERSONS WHO WILL USE THE PHOTOIMAGE SYSTEM AS A NORMAL
                 COURSE OF THEIR DUTIES.  THIS CORE GROUP WILL TRAIN OTHER
                 USERS.  THE TRAINING WILL BE DIVIDED INTO TWO GROUPS:  JAIL
                 PERSONNEL AND INVESTIGATIVE PERSONNEL.

                 FUNCTIONAL MANAGERS:  TWO PERSONS WHO ARE RESPONSIBLE FOR
                 THE DAILY OPERATION OF THE SYSTEM AND DEVELOPMENT PLANS.

                 TECHNICAL MANAGERS:  TWO PERSONS WITH A MIS BACKGROUND,
                 RESPONSIBLE FOR THE TECHNICAL DEVELOPMENT, SUPPORT, OPERATING
                 SYSTEM, NETWORK AND INTERFACE OF THE SYSTEM.

                 SPECIALTY TRAINING:  TRAINING FOR CERTAIN APPLICATIONS (SUCH
                 AS THE ARTIST APPLICATION) WHICH MAY REQUIRE EXTENSIVE
                 TRAINING OR BE RESTRICTED TO SEVERAL EMPLOYEES WILL BE
                 PROVIDED ONLY TO THOSE PERSONS AT THE COUNTY'S DISCRETION.

                 Training WILL be provided to the above groups.

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                                                Computerized Image Database

<PAGE>
                                                            XImage Corporation
                                                                      Proposal

12   TRAINING

     12.7 STAFF TRAINING:

          12.7.2 EACH PERSON IN THE ABOVE GROUPS MUST BE ABLE TO PERFORM ALL
                 FUNCTIONS NORMALLY REQUIRED OF THEM WITHOUT ASSISTANCE AT
                 THE CONCLUSION OF THE TRAINING SESSION.

                 Each person in the above groups WILL be able to perform all
                 functions normally required of them without assistance at
                 the conclusion of the training session.

          12.7.3 TRAINING SHALL BE SCHEDULED WITH THE PROJECT MANAGER TO
                 ACCOMMODATE ROTATING TWENTY-FOUR HOUR SCHEDULES.

                 Training WILL be scheduled with the project manager to
                 accommodate rotating twenty-four hour schedules.

          12.7.4 A TRAINING SITE IN THE SHERIFF'S DEPARTMENT FACILITIES WILL
                 BE INCLUDED IN THE NETWORK.  WORKSTATIONS INTENDED FOR THE
                 OPERATIONAL SYSTEM WILL FIRST BE USED AT THE TRAINING SITE.
                 THE TRAINING SITE MAY ALSO BE USED BY THE CONTRACTOR FOR
                 SYSTEM TESTING.  THE CONTRACTOR MUST INSTALL WORKSTATIONS IN
                 THIS AREA FOR TRAINING AND MOVE THE WORKSTATION TO THE
                 PERMANENT LOCATION PRIOR TO THE BEGINNING OF PRODUCTION MODE.

                 We understand that a training site in the Sheriff's
                 Department facilities will be included in the network.
                 Workstations intended for the operational system will first
                 be used at the training site.  The training site may also be
                 used by XImage Corporation for system testing.  XImage
                 Corporation WILL install workstations in this area for
                 training and move the workstation to the permanent location
                 prior to the beginning of production mode.

                 Before final acceptance of the system, XImage Corporation
                 will train all users in the operation of their new
                 ForceField system.

              -> "OUR JOB IS NOT DONE UNTIL ALL PERSONNEL ARE FULLY TRAINED
                  IN SYSTEM FUNCTION AND OPERATION."

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17 August 1993                  112        Hennepin County Sheriff's Department
                                                Computerized Image Database

<PAGE>

                                                            XImage Corporation
                                                                      Proposal

13   FUTURE PLAN STATEMENT

     13.1 THE ITEMS LISTED BELOW ARE POSSIBLE FUTURE ENHANCEMENTS OF THE
          INITIAL SYSTEM.  THE BIDDER SHOULD STATE ANY EXPERIENCE IN THE
          FOLLOWING AREAS:

          13.1.1 INTERFACING TO EXISTING COUNTY IBM MAINFRAME 3090, MODEL
                 400J WITH A MVS/ESA OPERATING SYSTEM AND IMS, CICS, DB/2
                 APPLICATIONS.

                 XImage Corporation installations typically contain system
                 interfaces to existing agency mainframes. These interfaces
                 eliminate the need for redundant data entry and will enable
                 quicker and more consistent processing of bookings.  XImage
                 Corporation has experience in providing these interfaces and
                 will work with Hennepin County in providing integration.

          13.1.2 ADDITIONAL DATA BASES AND APPLICATIONS.

                 The ForceField system currently supports multiple databases.
                 This feature will effectively allow you segregate adults,
                 juveniles, employees, gangs etc.  The juveniles or any other
                 database can be secure from unauthorized access and
                 inclusion in the adult database searches and lineups.

          13.1.3 INTERFACING TO OS/2 CLIENT SERVER APPLICATIONS.

                 XImage Corporation has experience in providing these
                 interfaces and will work with Hennepin County in providing
                 integration.

          13.1.4 STORAGE OF FINGERPRINTS - INTERFACE TO EXISTING DIGITAL
                 BIOMETRICS LIVESCAN.

                 A joint effort between XImage Corporation and Digital
                 Biometrics WILL enable us to interface with the existing
                 Hennepin County livescan for the storage of fingerprint
                 images on the ForceField system.

          13.1.5 DOCUMENT RECORDING.

                 XImage Corporation's area of expertise is in providing the
                 highest quality imaging systems for booking and suspect
                 identification.  Document recording is an entirely separate
                 discipline which has distinct requirements which XImage
                 Corporation has not addressed as of yet.

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                                                Computerized Image Database


<PAGE>

                                                            XImage Corporation
                                                                      Proposal

13   FUTURE PLAN STATEMENT

          13.1.6    INTERFACING WITH OTHER COUNTIES, OR STATE OR FEDERAL
                    AGENCIES.

                    It has been the overall objective of XImage Corporation to
                    provide a standardized imaging solution for law enforcement
                    agencies which can be tied to a network for the exchange of
                    information with other agencies. By strictly adhering to the
                    CAL-PHOTO standards, Ximage is in a position to offer
                    consistent data transmission quality that will enable useful
                    information exchange.

     13.2 BIDDER SHOULD DESCRIBE THEIR PLANS FOR COMPATIBILITY WITH NCIC 2000.

          XImage Corporation plans to comply with the NCIC 2000 program. As this
          important program evolves and matures, XImage Corporation will
          incorporate functions and features which are compatible and will
          provide our users with added value and usefulness.

     13.3 BIDDER MUST DESCRIBE THEIR POLICY FOR DEVELOPING CUSTOMER REQUESTED
          ENHANCEMENTS.

          XImage Corporation WILL respond to the system enhancement needs of
          Hennepin County in a fashion which will ensure timely and organized
          implementation. In most cases, Hennepin County MIS will provide XImage
          Corporation with an enhancement outline. In conference with XImage
          Corporation engineering staff, final specification, time line and
          implementation will be determined and agreed upon.

     13.4 BIDDER MUST DESCRIBE THEIR POLICY FOR WORKING WITH COUNTY MIS
          RESOURCES IN DEVELOPING NEW APPLICATIONS.

          XImage Corporation WILL cooperate with Hennepin County MIS resources
          and will participate in the joint development of new system
          applications.

     13.5 BIDDER SHOULD LIST ENHANCEMENTS TO THEIR SYSTEM WHICH ARE (1) PLANNED
          FOR FUTURE DEVELOPMENT AND (2) CURRENTLY IN DEVELOPMENT. WHERE
          POSSIBLE, INCLUDE PROJECTED AVAILABILITY.

          XImage Corporation prefers not to disclose information on future
          system enhancements until available to the client. As in the past, it
          is our intent to remain at the forefront of digital imaging technology
          and we will strive to incorporate features of value to our users.

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                                                Computerized Image Database

<PAGE>

                                                            XImage Corporation
                                                                      Proposal

13   FUTURE PLAN STATEMENT

     13.6 BIDDER SHOULD DESCRIBE HOW AN EASEL CLIENT/SERVER APPLICATION RUNNING
          ON AN IBM PS/2 WORKSTATION WITH OS/2 EXTENDED SERVICES WOULD BE ABLE
          TO RETRIEVE DATA AND IMAGES AND DISPLAY BOTH FROM THE EASEL
          APPLICATION. EASEL SUPPORTS THE FOLLOWING IMAGE FILE FORMATS:
          MICROSOFT WINDOWS STANDARD BITMAP (.BMP), PC PAINTBRUSH (.PCX) AND
          OS/2 PM STANDARD BITMAP (.BMP) VERSION 1.1 AND VERSION 1.2. BIDDER
          SHOULD PRICE THIS FEATURE AS AN OPTION.

          This functionality is not currently supported by XImage Corporation.
          We will work with Hennepin County to arrive at a possible solution.

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<PAGE>

APPENDIX A - 4 pages, one page for each reference.
                                          PROPOSAL OF XIMAGE CORPORATION
CONTRACT NO. 274OA3
                              CURRENT INSTALLATIONS
================================================================================
                                                              Mr. Charles Barnes
     Broward County Sheriff's Office                          (305) 764-5185
     555 S.E. First Avenue
     Fort Lauderdale, FL 33301                                October 1991
================================================================================
Describe System (include functions, transaction volume, number of photoimages
captured, types of images captured)

     Full ForceField II system software configured to the needs of Broward
     County. The County utilizes Display ImageStations in conjunction with
     Capture ImageStations to handle 100,000 bookings per year. The system is
     equipped with a ForceField II scanning station for the conversion of both
     positive and negative photographs to digital images.

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Describe Hardware (include band names, number of work stations, type of storage
media for photoimages)

    This installation utilizes the SUN SparcStation as its ImageBank and
    features Sony WORM opticals for image storage. Four Sun 386i ImageStations
    with Sony Hi-Resolution CPD-1302 monitors utilize ForceField II software and
    digitizing and compression hardware in conjunction with 3 Hitachi HVC-10
    video cameras mounted on pan & tilt mechanisms. One Kodak color printer with
    extractor and finisher and three HP LaserJets are equipped with ForceField
    II print drivers to handle the printing needs of Broward County.

-------------------------------------------------------------------------------
Describe Network Environment (include topology used, protocols used, operating
system used)

     The local area network is ethernet with TCP/IP and utilizes SUN/OS. Three
     of the stations are remote and linked to the server via 56KB lines.

-------------------------------------------------------------------------------
Describe Mainframe Interface (include mainframe brand and model, mainframe DBMS,
type of communications used)

    Plans are underway to extract data from the County's mainframe.

===============================================================================
                                       1

<PAGE>


APPENDIX A     - 4 pages, one page for each reference.

CONTRACT NO. 2740A3                              PROPOSAL OF XIMAGE CORPORATION

                            CURRENT INSTALLATIONS
===============================================================================
 COMBINED OREGON JUSTICE IMAGING NETWORK (COJIN)             Major James Thacker
 Includes the City of Portland, the Oregon State Police, &
 Multnomah County Sheriff's Department                       (503) 255-3600
 12240 North Gilsan Street
 Portland, OR 97230                                          Installation in
                                                             Progress

===============================================================================
Describe System (include functions, transaction volume, number of
photoimages captured, types of images captured)

 The Oregon State COJIN system is the first cooperative tri-agency imaging
 system in the United States. XImage Corporation was selected as the only
 vendor capable of meeting the needs of this large and complex installation.
 The system is designed around a central ImageBank located at the Multnomah
 Sheriff's facility and networked to ImageStations located throughout the
 City, County, and State. Combined bookings are expected to exceed 70,000 in
 1993. Captured images will include front and side mugshots, as well as scars,
 marks, and tattoos.

-------------------------------------------------------------------------------
Describe Hardware (include band names, number of work stations, type of
storage media for photoimages)

 Hardware will include a central processor, three Capture ImageStations,
 eleven Display ImageStations, multiple HP LaserJet Printers, Kodak Color
 Format Printers, and the new line of Canon Printers, including a CJ-10,
 CLC-300, and CLC-500. The system also includes two camera copy stand
 scanners, and an Identicator-TM- fingerprint capture device. Image storage
 consists of four SONY 12 inch optical platters capable of storing
 approximately 500,000 CAL-PHOTO size mugshot images online.

-------------------------------------------------------------------------------
Describe Network Environment (include topology used, protocols used,
operating system used)

 The local area network is ethernet. The ten remote ImageStations are
 connected via dedicated 56KB digital lines. The ForceField II operating
 system is the Department of Defense standard - UNIX.

-------------------------------------------------------------------------------
Describe Mainframe Interface (include mainframe brand and model, mainframe
DBMS, type of communications used)

 The third phase of the COJIN installation requires an interconnect between
 the ForceField II imaging system and the County's Amdahl mainframe computer.
 Communications will be opened between the County CICS database and the
 ForceField II system. We will utilize a SNA gateway for connection. Data
 transfer will be in real time.

===============================================================================
                                       1

<PAGE>

APPENDIX A     - 4 pages, one page for each reference.

CONTRACT NO. 2740A3                              PROPOSAL OF XIMAGE CORPORATION

                            CURRENT INSTALLATIONS
===============================================================================

 Installation Name and Address                                 Contact Person
 Pierce County Sheriff's Office                                  Mr. Dave Cotton
 Tacoma Police Department
 County and City Networked System                                (305) 764-5185
 930 Tacoma Avenue South
 Tacoma, WA 98402                                                January 1991

===============================================================================
Describe System (include functions, transaction volume, number of
photoimages captured, types of images captured)

 Full ForceField II system  software configured to the needs of Pierce County
 and the City of Tacoma Police Department. The City and County utilize Display
 ImageStations in conjunction with Capture ImageStations to handle 50,000
 bookings per year. The system is equipped with a ForceField II scanning
 station for the conversion of both positive and negative photographs to
 digital images.

-------------------------------------------------------------------------------
Describe Hardware (include band names, number of work stations, type of
storage media for photoimages)

 This installation utilizes the SUN SparcStation as its ImageBank and
 features Sony WORM opticals for image storage. Three Sun 386i ImageStations
 with Sony Hi-Resolution CPD-1302 monitors utilize ForceField II software and
 digitizing and compression hardware in conjunction with 3 Hitachi HVC-10
 video cameras mounted on pan & tilt mechanisms. Two Kodak color printers with
 extractors and finishers and three HP LaserJets are equipped with ForceField
 II print drivers to handle the printing needs of the City and County.

-------------------------------------------------------------------------------
Describe Network Environment (include topology used, protocols used,
operating system used)

 The local area network is ethernet with TCP/IP and utilizes SUN/OS. Two of
 the stations are remote and linked to the server via 56KB lines.

-------------------------------------------------------------------------------
Describe Mainframe Interface (include mainframe brand and model, mainframe
DBMS, type of communications used)

 The ForceField II system is interconnected to the host DEC VAX to interface
 to the City and County JIMS & CHRI systems via TCP/OP protocol.

===============================================================================
                                       1

<PAGE>

APPENDIX A     - 4 pages, one page for each reference.

CONTRACT NO. 2740A3                              PROPOSAL OF XIMAGE CORPORATION

                            CURRENT INSTALLATIONS

===============================================================================
                                                      Sergeant James Aguirre
San Jose Police Department
201 West Mission Street                               (408) 277-4956
San Jose, CA 95110
                                                      June 1989

===============================================================================
Describe System (include functions, transaction volume, number of photoimages
captured, types of images captured)

 Full ForceField II system software configured to the needs of the San Jose
 Police Department. Display ImageStations are used in conjunction with
 Capture ImageStations to handle 30,000 bookings per year that are stored on
 optical WORM drives. Currently the system is utilized for capturing mugshot
 images, but remains flexible enough to grow with the changing needs of this
 fast growing City.

-------------------------------------------------------------------------------
Describe Hardware (include band names, number of work stations, type of storage
media for photoimages)

 This installation utilizes the SUN SparcStation as its ImageBank and
 features Sony WORM opticals for image storage. Three Sun 386i ImageStations
 with Sony Hi-Resolution CPD-1302 monitors utilize ForceField II software and
 digitizing and compression hardware in conjunction with 2 Hitachi HVC-10
 video cameras mounted on pan & tilt mechanisms. One Kodak color printer with
 extractor and finisher and two HP LaserJets are equipped with ForceField II
 print drivers to handle the printing needs of the San Jose Police Department.

-------------------------------------------------------------------------------
Describe Network Environment (include topology used, protocols used,
operating system used)

 The local area network is ethernet with TCP/IP and utilizes SUN/OS. All
 workstations are contained within one site, but are on different floors.

-------------------------------------------------------------------------------
Describe Mainframe Interface (include mainframe brand and model, mainframe
DBMS, type of communications used)

 San Jose Police Department does not currently have an interconnect. This can
 be added at a later date with the current system.

===============================================================================
                                       1

<PAGE>

APPENDIX B

CONTRACT NO. 2740A3                     PROPOSAL OF XIMAGE CORPORATION
-------------------------------------------------------------------------------

                                  CAL-PHOTO
                             (Published: 2-2-90)

CALIFORNIA LAW ENFORCEMENT'S ELECTRONIC PHOTOGRAPHIC IMAGING SYSTEM STANDARDS

The following represent standards that California law enforcement agencies
should include as minimum requirements for any electronic photographic
capture, storage, and transmission system to later interface with a statewide
system.

These minimum standards are presented in a sequence of subject headings that
have been agreed to by all participating agencies. The DOJ suggests these as
an absolute minimum.

QUALITY - Must be able to produce 3" x 4" hard copy output, comparable in
          quality to a polaroid image (subjective).

FILE FORMAT - Captured uncompressed file must conform to TrueVision file
              format version 2.0. (Stored compressed images must conform to
              compression specifications listed below.) When image is
              uncompressed, it must uncompress to TrueVision version 2.0 file
              format.

COMPRESSION - Compression must conform to evolving ISO standard for
              continuous tone image compression. Within the United States,
              refer to ANSI X3L2.8 standards committee.

CAMERA - Solid state, CCD-RGB camera with minimum 500 line resolution.

CAMERA OUTPUT - 3 wire, RGB, compatible with NTSC. Minimum 15Khz vertical
                scan.

IMAGE CAPTURE - With 500 line camera, 384 (horizontal) x 480 (vertical) x 15
                (5 bits red, 5 bits green, 5 bits blue). Pixel aspect ratio
                must be included in the TGA header.

IMAGE ASPECT RATIO - Image aspect ratio will be 1 x 1.25.

IMAGE INDEX NUMBER - ORI and local booking number.

ADDITIONAL CHARACTER FIELD -

DATE - Date image taken.

DIMENSIONS - Head and shoulders bust shot. No profiles necessary - lower edge
             should be at the point of shoulder and to edge 1/2" top of hair.

LIGHT SOURCE - Calibrated 3-point lighting.

BACKGROUND - Viewable 18% gray background.

-------------------------------------------------------------------------------
                                       2

<PAGE>

                                                             XIMAGE CORPORATION
                                                                       PROPOSAL




                                                            HENNEPIN APPENDICES




-------------------------------------------------------------------------------
17 August 1993                             Hennepin County Sheriff's Department
                                               Computerized Image Database

<PAGE>


                                  APPENDIX D

                     RECOMMENDED SYSTEM PRICING SHEETS





<PAGE>

APPENDIX D - RECOMMENDED SYSTEM

INSTRUCTIONS FOR COMPLETING APPENDIX D.

     1.   The recommended system pricing sheets MUST be correctly completed
          on Appendix D. Pricing sheets are broken down by narcotics,
          detectives, jail/booking, jail/records, file server, other costs,
          supplies, training, and total costs.

     2.   The bidder MUST provide brochures and technical literature for all
          hardware and software items bid.

     3.   The bidder MUST list all hardware components, manufacturer name, and
          model.

     4.   The bidder MUST list all software components, manufacturer name,
          and version number.

     5.   The bidder MUST separately price all component costs and
          maintenance costs per year, after first year warranty, on the
          pricing sheet designated by a $ sign.

     6.   All prices MUST include first year's warranty and "starter"
          supplies.

     7.   Bidder may attach additional sheets in those instances where more
          space is required or may edit WordPerfect file that contains the
          pricing sheets, which will be made available on a 3.5" diskette if
          request by a bidder.

     8.   For purposes of the recommended system, B&W duplex printers bid
          MUST contain at least two paper bins.


PLEASE NOTE:

     -->  All software will be supplied on a single tape for escrow at an
          annual fee of approximately $500.00.


                                      D-1
<PAGE>

APPENDIX D - RECOMMENDED SYSTEM

TOTAL COSTS:

<TABLE>
<CAPTION>
                                                                    MAINTENANCE COST PER YEAR
          DESCRIPTION                                   COST         AFTER 1ST YEAR WARRANTY
          -----------                                   ----         -----------------------

<S>                                                  <C>            <C>
          - Narcotics Grand Total                    $ 27,245.00          $  4,087.00
          - Detectives Grand Total                   $ 42,245.00          $  6,337.00
          - Jail/Records Grand Total                 $100,754.00          $ 15,114.00
          - Jail/Booking Grand Total                 $ 79,435.00          $ 11,915.00
          - File Server Grand Total                  $ 95,990.00          $ 14,398.00
          - Other Costs Grand Total                  $103,195.00           INCLUDED
          - Supplies Grand Total                     $ 34,570.00              N/A
          - Training Grand Total                      INCLUDED             INCLUDED
          - Taxes (including 6.5% MN sales)          $ 31,423.21              N/A
          - Performance Bond                         $ 10,297.14              N/A
          - Less Discount                                N/A                  N/A

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

          Grand Total System Cost                    $525,154.35          $ 51,851.00
                                                     ===========          ===========

          - Estimated Yearly Annual Escrow Cost      $  500.00                N/A
</TABLE>

COMMENTS:

   -->    All software will be supplied on a single tape for escrow at an annual
          fee of approximately $500.00


                                      D-2
<PAGE>

APPENDIX D - RECOMMENDED SYSTEM

NARCOTICS:

<TABLE>
<CAPTION>

                                                                                       MAINTENANCE COST PER YEAR
COMPONENT                                                                    COST       AFTER 1ST YEAR WARRANTY
---------                                                                    ----       -----------------------

<S>                                                                      <C>           <C>
HARDWARE (Make and Model)
- Workstation -24-Bit Color                                              $ 9,405.00          $ 1,411.00
         - IBM PS/2 466DX2 ValuePoint ImageStation 16MB RAM (1)
         - Truevision ATVista 32-bit Vidoegraphics Card (1)
         - IDE 200MB System Disk (1)
         - Network Adaptor (1)

-Monitor                                                                 $ 3,000.00          $   450.00
         - 15-inch Electrohome ECM-1510 Color Monitor (1)
                                                                         -----------         -----------

Workstation Subtotal                                                     $12,405.00          $ 1,861.00

- Uninterrupted Power Supply                                             $ 1,595.00          $   239.00
         - Emerson AP1000 Series UPS (1)

- Small Color Printer                                                    $ 3,200.00          $   480.00
         - Kodak SV6600 Color Printer/Extractor/Finisher. (1)

- B&W Simplex Printer                                                    $ 2,000.00          $   300.00
         - HP LaserJet 4 Printer (1)

        (List other hardware components, cost, and maint.
         needed for jail/records unit not listed above.)

                                                                            NONE                 NONE
                                                                         -----------         -----------

HARDWARE TOTAL:                                                          $19,200.00          $ 2,880.00
                                                                         -----------         -----------
</TABLE>

COMMENTS:


                                      D-3
<PAGE>

APPENDIX D - RECOMMENDED SYSTEM

NARCOTICS:  (continued)

<TABLE>
<CAPTION>
                                                                                    MAINTENANCE COST PER YEAR
COMPONENT                                                          COST              AFTER 1ST YEAR WARRANTY
---------                                                          ----              -----------------------

<S>                                                                <C>              <C>
SOFTWARE (Product, Manufacturer, and Version)

BIDDER'S SOFTWARE

         FORCEFIELD IMAGESTATION APPLICATION SOFTWARE
         Including:
                  - Database Library Software (1)
                  - Image Compression Software (1)
                  - Print Manager Software (1)
                  - HPLJ4 Laser Printer Driver Software (1)
                  - Kodak SV6600 Printer Driver Software (1)

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

BIDDER'S SOFTWARE SUBTOTAL:
                                                                   $6,380.00                  $957.00

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

3RD PARTY SOFTWARE
                  - SCO UNIX Open Desktop Release 3.0 (1)
                  - Sybase (client) (1)

                                                                  ----------                 ---------
3RD PARTY SOFTWARE SUBTOTAL:

                                                                   $1,665.00                   $250.00
                                                                  ----------                 ---------

SOFTWARE TOTAL:

                                                                   $8,045.00                 $1,207.00
                                                                  ==========                 =========

NARCOTICS GRAND TOTAL                                             $27,245.00                 $4,087.00
                                                                  ==========                 =========
</TABLE>


COMMENTS:

 --> All software will be supplied on a single tape for escrow at an annual fee
     of approximately $500.00.

                                      D-4
<PAGE>

APPENDIX D - RECOMMENDED SYSTEM

DETECTIVES:

<TABLE>
<CAPTION>

                                                                                    MAINTENANCE COST PER YEAR
COMPONENT                                                            COST            AFTER 1ST YEAR WARRANTY
---------                                                            ----            -----------------------
<S>                                                               <C>               <C>
HARDWARE (Make and Model)
- Workstation -24-BIT COLOR                                        $9,405.00                 $1,411.00
   - IBM PS/2 466DX2 ValuePoint ImageStation 16MB RAM (1)
   - Truevision ATVista 32-bit Videographics Card (1)
   - IDE 200MB System Disk (1)
   - Network Adaptor (1)

- Monitor                                                          $3,000.00                   $450.00
   - 15-inch Electrohome ECM-1510 Color Monitor (1)
                                                                  ----------                ----------

Workstation Subtotal                                              $12,405.00                 $1,861.00

- Uninterrupted Power Supply                                       $1,595.00                   $239.00
   - Emerson AP1000 Series UPS (1)

- Camera System                                                   $14,000.00                 $2,100.00
   - Hitachi Hi-Resolution HV-C10F RGB Video Camera (1)
   - Remote Pan and Tilt Mechanism (1)
       Vicon Model V3000APT Remote Pan & Tilt (1)
       V1600WM Wall Mount (1)
       V1600AH Adjustable Head (1)
   - HALO 3-Point Lighting System (1)
   - Reflective Light Pedestal (1)
   - 18% Grey Background (1)

- Lighting System                                                 INCLUDED                  INCLUDED

- Small Color Printer                                              $3,200.00                   $480.00
   - Kodak SV6600 Color Printer/Extractor/Finisher. (1)

- B&W Simplex Printer                                              $2,000.00                   $300.00
   - HP LaserJet 4 Printer (1)

   (List other hardware components, cost, and maint.
    needed for jail/records unit not listed above.)
                                                                     NONE                      NONE

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

HARDWARE TOTAL:                                                   $33,200.00                 $4,980.00

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

COMMENTS:


                                       D - 5

<PAGE>

APPENDIX D - RECOMMENDED SYSTEM

DETECTIVES: (continued)

<CAPTION>

                                                                                    MAINTENANCE COST PER YEAR
COMPONENT                                                            COST            AFTER 1ST YEAR WARRANTY
---------                                                            ----            -----------------------
<S>                                                               <C>               <C>
SOFTWARE (Product, Manufacturer, and Version)

BIDDER'S SOFTWARE

   FORCEFIELD IMAGESTATION APPLICATION SOFTWARE
   Including:
       - Database Library Software (1)
       - Image Compression Software (1)
       - Print Manager Software (1)
       - HPLJ4 Laser Printer Driver Software (1)
       - Kodak SV6600 Printer Driver Software (1)
       - Capture Camera Software (1)
                                                                  ----------                ----------

BIDDER'S SOFTWARE SUBTOTAL:
                                                                   $7,380.00                 $1,107.00

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

3RD PARTY SOFTWARE
       - SCO UNIX Open Desktop Release 3.0 (1)
       - Sybase (client) (1)
                                                                  ----------                ----------

3RD PARTY SOFTWARE SUBTOTAL:
                                                                   $1,665.00                   $250.00

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

SOFTWARE TOTAL:
                                                                   $9,045.00                 $1,357.00
                                                                  ----------                ----------
                                                                  ----------                ----------

DETECTIVES GRAND TOTAL                                            $42,245.00                 $6,337.00
                                                                  ----------                ----------
                                                                  ----------                ----------

</TABLE>

COMMENTS:

       --> All software will be supplied on a single tape for escrow at an
           annual fee of approximately $500.00.


                                       D - 6

<PAGE>

APPENDIX D - RECOMMENDED SYSTEM

JAIL/RECORDS:

<TABLE>
<CAPTION>

                                                                                    MAINTENANCE COST PER YEAR
COMPONENT                                                            COST            AFTER 1ST YEAR WARRANTY
---------                                                            ----            -----------------------
<S>                                                               <C>               <C>
HARDWARE (Make and Model)
- 3 Workstations -24-BIT COLOR                                    $28,215.00                 $4,232.00
   - IBM PS/2 466DX2 ValuePoint ImageStation 16MB RAM (3)
   - Truevision ATVista 32-bit Videographics Card (3)
   - IDE 200MB System Disk (3)
   - Network Adaptor (3)

- Slave Monitor System                                             $3,000.00                   $450.00
   - 15-inch Electrohome ECM-1510 Color Monitor (1)

- 3 Monitors                                                       $9,000.00                 $1,350.00
   - 15-inch Electrohome ECM-1510 Color Monitor (3)
                                                                  ----------                ----------

- Workstations Subtotal                                           $40,215.00                 $6,032.00

- 3 Uninterrupted Power Supplies                                   $4,875.00                   $731.00
   - Emerson AP1000 Series UPS (3)

- Scanner System                                                  $10,500.00                 $1,575.00
   - Hitachi Hi-Resolution HV-C10F RGB Video Camera (1)
   - Kaiser Copy Stand (1)

- Badgemaker System                                                $2,050.00                   $308.00

- Large Color Printer                                              $9,929.00                 $1,489.00
   - Mitsubishi CP-210U Color Video Printer

- Small Color Printer                                              $3,200.00                   $480.00
   - Kodak SV6600 Color Printer/Extractor/Finisher. (1)

- 2 B&W Duplex Printer                                             $7,800.00                 $1,170.00
   - HP LaserJet 4Si Printer (2)

   (List other hardware components, cost, and maint.
    needed for jail/records unit not listed above.)
                                                                     NONE                      NONE

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

HARDWARE TOTAL:                                                   $78,569.00                $11,785.00
                                                                  ----------                ----------

COMMENTS:
</TABLE>


                                       D - 7

<PAGE>

APPENDIX D - RECOMMENDED SYSTEM

JAIL/RECORDS: (continued)

<TABLE>
<CAPTION>
                                                                                          MAINTENANCE COST PER YEAR
COMPONENT                                                           COST                   AFTER 1ST YEAR WARRANTY
---------                                                           ----                  -------------------------
<S>                                                             <C>                       <C>

SOFTWARE (Product, Manufacturer, and Version)

BIDDER'S SOFTWARE

  FORCEFIELD IMAGESTATION APPLICATION SOFTWARE
    INCLUDING:
      - Database Library Software (3)
      - Image Compression Software (3)
      - Print Manager Software (3)
      - HPLJ4 Laser Printer Driver Software (2)
      - Kodak SV6600 Printer Driver Software (1)
      - Mitsubishi CP200U Printer Driver Software (1)
      - Scanner Camera Software (1)

                                                                -----------                         ----------
BIDDER'S SOFTWARE SUBTOTAL:
                                                                $ 17,190.00                         $ 2,579.00
                                                                -----------                         ----------

3RD PARTY SOFTWARE
      - SCO UNIX Open Desktop Release 3.0 (3)
      - Sybase (client) (3)

                                                                -----------                         ----------
3RD PARTY SOFTWARE SUBTOTAL:
                                                                $  4,995.00                         $   750.00
                                                                -----------                         ----------

SOFTWARE TOTAL:
                                                                $ 22,185.00                         $ 3,329.00
                                                                ===========                         ==========

JAIL/RECORDS GRAND TOTAL                                        $100,754.00                         $15,114.00
                                                                ===========                         ==========
</TABLE>


COMMENTS:

     -->  All software will be supplied on a single tape for escrow at an
          annual fee of approximately $500.00

                                      D-8

<PAGE>

APPENDIX D - RECOMMENDED SYSTEM

JAIL/BOOKING:

<TABLE>
<CAPTION>
                                                                                          MAINTENANCE COST PER YEAR
COMPONENT                                                           COST                   AFTER 1ST YEAR WARRANTY
---------                                                           ----                  -------------------------
<S>                                                             <C>                       <C>

HARDWARE (Make and Model)
- 3 Workstations - 24-BIT COLOR                                 $ 28,215.00                         $ 4,232.00
      - IBM PS/2 466DX2 ValuePoint ImageStation 16MB RAM (3)
      - Truevision ATVista 32-bit Videographics Card (3)
      - IDE 200MB System Disk (3)
      - Network Adaptor (3)
- Monitor                                                       $  9,000.00                         $ 1,350.00
      - 15-inch Electrohome ECM-1510 Color Monitor (3)

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

Workstation Subtotal                                            $ 37,215.00                         $ 5,582.00

- Uninterrupted Power Supply                                    $  4,875.00                         $   730.00
      - Emerson AP1000 Series UPS (3)

- Camera System                                                 $ 14,000.00                         $ 2,100.00
      - Hitachi Hi-Resolution HV-C10F RGB Video Camera (1)
      - Remote Pan and Tilt Mechanism (1)
          Vicon Model V3000APT Remote Pan & Tilt (1)
          V1600WM Wall Mount (1)
          V1600AH Adjustable Head (1)
      - HALO 3-Point Lighting System (1)
      - Reflective Light Pedestal (1)
      - 18% Grey Background (1)

- Lighting System                                                 INCLUDED                            INCLUDED

- Wrist Band Device                                             $  2,050.00                         $   308.00

- B&W Duplex Printer                                            $  3,900.00                         $   585.00
      - HP LaserJet 4Si Printer (1)

      (List other hardware components, cost, and maint.
      needed for jail/records unit not listed above.)
                                                                   NONE                                NONE
                                                                -----------                         ----------

HARDWARE TOTAL:                                                 $ 62,040.00                         $ 9,305.00
                                                                -----------                         ----------
</TABLE>

COMMENTS:

                                      D-9

<PAGE>

APPENDIX D - RECOMMENDED SYSTEM

JAIL/BOOKING: (continued)

<TABLE>
<CAPTION>
                                                                                          MAINTENANCE COST PER YEAR
COMPONENT                                                           COST                   AFTER 1ST YEAR WARRANTY
---------                                                           ----                  -------------------------
<S>                                                             <C>                       <C>
SOFTWARE (Product, Manufacturer, and Version)

BIDDER'S SOFTWARE

  FORCEFIELD IMAGESTATION APPLICATION SOFTWARE
    INCLUDING:
      - Database Library Software (3)
      - Image Compression Software (3)
      - Print Manager Software (3)
      - HPLJ4 Laser Printer Driver Software (1)
      - Capture Camera Software (1)
                                                                -----------                         ----------
BIDDER'S SOFTWARE SUBTOTAL:
                                                                $ 12,400.00                         $ 1,860.00
                                                                -----------                         ----------

3RD PARTY SOFTWARE
      - SCO UNIX Open Desktop Release 3.0 (3)
      - Sybase (client) (3)

                                                                -----------                         ----------
3RD PARTY SOFTWARE SUBTOTAL:
                                                                $  4,995.00                         $   750.00
                                                                -----------                         ----------

SOFTWARE TOTAL:
                                                                $ 17,395.00                         $ 2,610.00
                                                                ===========                         ==========

JAIL/BOOKING GRAND TOTAL                                        $ 79,435.00                         $11,915.00
                                                                ===========                         ==========
</TABLE>


COMMENTS:

    -->   All software will be supplied on a single tape for escrow at an
          annual fee of approximately $500.00

                                      D-10
<PAGE>

APPENDIX D - RECOMMENDED SYSTEM

FILE SERVER:

<TABLE>
<CAPTION>
                                                                                   MAINTENANCE COST PER YEAR
COMPONENT                                                                COST       AFTER 1st YEAR WARRANTY
---------                                                                ----       -----------------------
<S>                                                                   <C>           <C>
HARDWARE (Make and Model)
- File Server                                                         $17,700.00           $2,655.00
     - IBM RS/6000 Model 34H with 32MB RAM, 42 Mhz (1)
          Ports:
          Serial (2)
          Parallel (1)
          SCSI (2)
          Ethernet (1)
          4 Microchannel Slots
          3 1/2 1.44 Floppy Disk Drive (1)
          400 MB System Hard Disk (1)
          Video Graphic Adaptor (1)
     - IBM 8507-16 Monochrome Display Monitor (1)

- Data Storage Device(s)                                              $11,500.00           $1,725.00
     - Magnetic Disk ImageStorage
          2.5 GB Seagate Hard Drive (5)

- Modem                                                                $2,400.00             $360.00
     - Telebit TrailBlazer Plus 19.2 KB Maintenance Modem (2)

- Uninterrupted Power Supply                                           $3,695.00             $554.00
     - Emerson AP1000 Series Uninterruptible Power System (1)

- Backup Device                                                        $8,400.00           $1,260.00
     - Parity 2.3 GB 8mm Tape Back-Up (1)
     - 669 MB System Data Hard Disk (2)

- B&W Simplex Printer                                                  $2,000.00             $300.00
     - HP LaserJet 4 Printer (1)

(List other hardware components, cost, and maint.
needed for jail/records unit not listed above.)

- Workstation for Image Viewing -24-BIT COLOR                         $14,000.00           $2,100.00
     - IBM PS/2 466DX2 ValuePoint ImageStation 16MB RAM (1)
     - 15-inch Electrohome ECM-1510 Color Monitor(1)
     - Truevision ATVista 32-bit Vidoegraphics Card (1)
     - IDE 200MB System Disk (1)
     - Network Adaptor (1)
     - Emerson AP1000 Series Uninterruptible Power System (1)

HARDWARE TOTAL:                                                       $59,695.00           $8,954.00

                                                                      ----------           ---------
</TABLE>

COMMENTS:


                                     D - 11

<PAGE>

APPENDIX D - RECOMMENDED SYSTEM

FILE SERVER: (continued)

<TABLE>
<CAPTION>
                                                                                   MAINTENANCE COST PER YEAR
COMPONENT                                                                COST       AFTER 1st YEAR WARRANTY
---------                                                                ----       -----------------------
<S>                                                                   <C>           <C>

SOFTWARE (Product, Manufacturer, and Version)

BIDDER'S SOFTWARE

     FORCEFIELD IMAGEBANK APPLICATION SOFTWARE
       Including:
          - Client Interface Software
          - Operating System Software
          - Database Management Software
          - Network File Server Software
          - Image Storage Software
          - Network Communications Software
          - HPLJ4 Laser Printer Driver Software
          - Print Manager Software

                                                                      ----------           ---------
BIDDER'S SOFTWARE SUBTOTAL:
                                                                      $26,295.00           $3,944.00

                                                                      ----------           ---------
3RD PARTY SOFTWARE
          - IBM AIX UNIX - Version 3.2
          - SYBASE SQL Server

                                                                      ----------           ---------
3RD PARTY SOFTWARE SUBTOTAL:
                                                                      $10,000.00           $1,500.00

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

SOFTWARE TOTAL:
                                                                      $36,295.00           $5,444.00
                                                                      ==========           =========

FILE SERVER GRAND TOTAL                                               $95,990.00          $14,398.00
                                                                      ==========           =========
</TABLE>

COMMENTS:
     -- > All software will be supplied on a single tape for escrow at an annual
          fee of approximately $500.00.


                                     D - 12

<PAGE>

APPENDIX D - RECOMMENDED SYSTEM

OTHER COSTS:

<TABLE>
<CAPTION>
                                                                                   MAINTENANCE COST PER YEAR
COMPONENT                                                                COST       AFTER 1st YEAR WARRANTY
---------                                                                ----       -----------------------
<S>                                                                   <C>           <C>

DELIVERY AND INSTALLATION TOTAL:                                      $43,695.00               N/A

OTHER HARDWARE (Make and Model)                                          NONE                 NONE

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


OTHER HARDWARE TOTAL:                                                    NONE                 NONE

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

OTHER SOFTWARE (Product, Manufacturer, and Version)
     Bidder's Software
     Investigative Person Related Intelligence Application

     - Additional ForceField Software development for                 $58,000.00            INCLUDED
       applications required by Hennepin County
       Sheriff's Department.
                                                                      ----------           ---------

     BIDDER'S SOFTWARE SUBTOTAL:                                      $58,000.00            INCLUDED

                                                                      ----------           ---------
     3rd Party Software
     - FOCUS 4GL Report Writer Version 6.5                             $1,500.00            INCLUDED

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

     3RD PARTY SOFTWARE SUBTOTAL:                                      $1,500.00            INCLUDED

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

OTHER SOFTWARE TOTAL:                                                 $59,500.00            INCLUDED
                                                                      ==========           =========

OTHER COSTS GRAND TOTAL                                              $103,195.00            INCLUDED
                                                                     ===========           =========
</TABLE>

COMMENTS:

     -- > All software will be supplied on a single tape for escrow at an annual
          fee of approximately $500.00.


                                        D - 13
<PAGE>

APPENDIX D - RECOMMENDED SYSTEM

SUPPLIES:

<TABLE>
<CAPTION>
                                                                               UNIT                    TOTAL
PRODUCT NUMBER/PRODUCT/DESCRIPTION                     QUANTITY                COST                     COST
----------------------------------                     --------                ----                     ----

 (Itemized supplies to include 20,000 wristbands, 400 badges, 250,000 black and white laser printer pages, 20,000 small
   color printer pages, 1,000, large color printer pages, and an estimated 1 year supply of all other items.)

<S>                                                   <C>                    <C>                   <C>
    LAMINATED WRISTBAND POUCHES (500 EACH)                 40                 $163.00               $6,520.00

    CREDIT CARD SIZE BADGE POUCHES                       1000 @                 $0.52                 $520.00

    LASER PRINTER PAPER (500 SHEET REAM)                  500                   $7.14               $3,570.00

    SMALL FORMAT KODAK PRINT SETS (600 PER CASE)           34                 $540.00              $18,360.00

    LARGE FORMAT KODAK PRINT SETS (100 PER BOX)            10                 $176.00               $1,760.00

    TONER CARTRIDGES FOR HPLJ4 (BLACK)                     40                  $96.00               $3,840.00


    SUPPLIES GRAND TOTAL                                                                           $34,570.00
                                                                                                    =========

</TABLE>

COMMENTS:

   @   1000 IS THE MINIMUM PURCHASE QUANTITY.



                                                 D - 14

<PAGE>

APPENDIX D - RECOMMENDED SYSTEM

TRAINING:

<TABLE>
<CAPTION>
                                                        STUDENTS         COST PER          TOTAL
COURSE/DESCRIPTION                                      PER CLASS         PERSON           COST
------------------                                      ---------         ------           ----
<S>                                                     <C>             <C>             <C>

 (Itemize training classes by the following groups:
 Users/Trainers, Functional Managers, Technical
 Managers, specialty training, and any off-site
 training.)


SYSTEM SPECIFICATION CLASS
 (On Site at XImage San Jose Training Facility)*           2 - 4          INCLUDED       INCLUDED

SYSTEM ADMINISTRATOR'S CLASS
 (On Site at XImage San Jose Training Facility)*           2 - 4          INCLUDED       INCLUDED

TRAINING OF HENNEPIN COUNTY SYSTEM USERS
 (On Site at Hennepin County Sheriff's Dept.)                10           INCLUDED       INCLUDED

                                                                                         --------
TRAINING GRAND TOTAL                                                                     INCLUDED
                                                                                         ========

</TABLE>

COMMENTS:

*  All associated travel expenses to XImage's San Jose, California Training
   Facility are the sole responsibility of Hennepin County.  XImage
   Corporation can make recommendations on local accommodations.



                                                 D - 15

<PAGE>

                                                            XImage Corporation
                                                                      Proposal

<TABLE>
<CAPTION>


                                                 TABLE OF CONTENTS
                                                 -----------------
<S>                                                                                           <C>

1.  COVER LETTER AND PROPOSAL

2.  TABLE OF CONTENTS

3.  FORCEFIELD SYSTEM FUNCTIONAL DESCRIPTION
                -> Why Choose XImage?
                -> Our Approach to Imaging

4.  HENNEPIN RFP RESPONSE (SECTIONS 3-13)
                3  Terms and Conditions                                                          7
                4  General Requirements                                                         18
                5  System Functions                                                             23
                6  Mechanical and Electrical Requirements                                       45
                7  Hardware Specifications                                                      48
                8  Software Specifications                                                      81
                9  Network                                                                      99
               10  Security                                                                    102
               11  Support/Warranty/Maintenance                                                104
               12  Training                                                                    109
               13  Future Plan Statement                                                       113

5.  HENNEPIN APPENDICES
              Appendix  A  Current Installations
                        B  CAL-PHOTO Requirements
                        C  General Hardware Configuration
                        D  Recommended System Pricing Sheets
                        E  Optional Items & Upgrades
                        F  Documentation Listing Sheet
                        G  Quality Rating Scale

6.  XIMAGE APPENDICES
                -> Installation Schedule
                -> Customer References
                -> Recent Bid Awards
                -> XImage System Installation Team

7.  AGREEMENTS
                -> Software Maintenance Agreement
                -> Hardware Maintenance Agreement
                -> Installation Agreement
                -> License Agreement

8.  TECHNICAL PRODUCT INFORMATION

9.  FORCEFIELD SAMPLE ENTRY SCREENS

10. FORCEFIELD PRINT SAMPLES

</TABLE>

--------------------------------------------------------------------------------
17 August 1993                              Hennepin County Sheriff's Department
                                                Computerized Image Database

<PAGE>

                                     APPENDIX E


             OPTIONAL ITEMS, UPGRADES, AND ADDITIONAL FEATURES PRICING SHEETS




<PAGE>

APPENDIX E - OPTIONAL ITEMS, UPGRADES, AND ADDITIONAL FEATURES


INSTRUCTIONS FOR COMPLETING APPENDIX E.

    1. Optional items, upgrades, and additional features pricing sheets MUST
       be correctly completed on Appendix E.

    2. The bidder MUST provide brochures and technical literature for all
       hardware and software items bid.

    3. The bidder MUST list all hardware components, manufacturer name, and
       model.

    4. The bidder MUST list all software components, manufacturer name, and
       version number.

    5. The bidder MUST separately price all component costs and maintenance
       costs per year, after first year warranty, on the pricing sheet
       designated by a $ sign.

    6. All prices MUST include first year's warranty and "starter" supplies.

    7. Bidder may attach additional sheets in those instances where more
       space is required or may edit WordPerfect file that contains the
       pricing sheets, which will be made available on a floppy disk if
       request by a bidder.

    8. If various component choices are given, the bidder MUST also reference
       which recommended component they would replace.

                                      E-1

<PAGE>

APPENDIX E - OPTIONAL ITEMS, UPGRADES, AND ADDITIONAL FEATURES

OPTIONAL ITEMS, UPGRADES, AND ADDITIONAL FEATURES COSTS:

<TABLE>
<CAPTION>

                                                                     MAINTENANCE COST PER YEAR
COMPONENT                                                    COST     AFTER 1ST YEAR WARRANTY
---------                                                    ----     -----------------------
<S>                                                  <C>             <C>
HARDWARE (Make and Model)
--------
- Height Capture Device                                    NOT BID            NOT BID
- Weight Capture Device                                    NOT BID            NOT BID
- Signature Capture Device                                 NOT BID            NOT BID
- Fingerprint Access Device                                NOT BID            NOT BID

- Monitor                                               ($1,500.00)          ($225.00)
  X SONY CPD-1302 13" Color Multiscan Display
    Monitor

- B&W Printer 600 DPI                                    $1,000.00            $150.00
  X Upgrade HPLJ4 to 600 DPI

- Time Base Corrector Unit
  X FOR A FA-220 Digital Time Base Corrector             $3,250.00            $488.00
  X FOR A FA-310 Digital Time Base Corrector             $5,868.00            $880.00

(List optional items, upgrades, and additional
features hardware components, cost, and maintenance.

-> Change 24-Bit Capture to 16-Bit Capture (each
     station)
   X 486-66 Mhz Suspect ID ImageStation -16-Bit
     Color                                                ($3,500)           ($525.00)


      TOTAL SAVINGS (Replace 9 Stations)              ($31,500.00)         ($4,725.00)

-> Change to Lower Resolution Camera Sub-system:
   X CAL-PHOTO CAPTURE STUDIO Sub-system
      3-Chip Camera with 510 RGB lines of
        resolution
      Reflective Pedestal to Eliminate
        Shadows
      Calibrated 18% Grey Background
      3-point Studio Lighting Package                    ($4,500)            ($675.00)


      TOTAL SAVINGS (Replace 2 Cameras)               ($9,000.00)          ($1,350.00)

-> Change to Lower Resolution Camera Sub-system:
   X STANDARD CAPTURE STUDIO Sub-system
      1-Chip Camera with 480 lines of resolution
      Reflective Pedestal to Eliminate Shadows
      Calibrated 18% Grey Background
      3-point Studio Lighting Package                ($11,000.00)          ($1,650.00)

      TOTAL SAVINGS (Replace 2 Cameras)              ($22,000.00)          ($3,300.00)
</TABLE>
OPTIONAL ITEMS, UPGRADES, AND ADDITIONAL FEATURES COSTS: (continued)

                                      E-2

<PAGE>

APPENDIX E - OPTIONAL ITEMS, UPGRADES, AND ADDITIONAL FEATURES
<TABLE>
<CAPTION>

                                                                     MAINTENANCE COST PER YEAR
COMPONENT                                                    COST     AFTER 1ST YEAR WARRANTY
---------                                                    ----     -----------------------
<S>                                                       <C>        <C>
HARDWARE (Make and Model)
--------

-> Change Workstation Monitors to 13" Diagonal:
     (each station)
   X SONY CPD-1302 Multiscan Display Monitor                ($1,500)      ($225.00)

       TOTAL SAVINGS (Replace 10 Monitors)                ($14,000.00)  ($2,250.00)


-> Change Kodak SV6600 to Edicon ID 200 U:(add to each
     location)
   X Edicon ID 200 U Small Format Dye Sublimation Printer   $2,850.00      $427.00

-> Delete UPS from system:                                ($18,320.00)  ($2,748.00)

       TOTAL SAVINGS (Replace 11 UPS)                     ($18,320.00)  ($2,748.00)

</TABLE>

COMMENTS:

   -- An additional pricing summary has been included to illustrate how
      Hennepin County can realize a tremendous savings without hindering the
      functionality of the system. We will be happy to discuss any
      configuration enhancements or deletions as seen appropriate.

      "The overall goal of XImage Corporation is to provide Hennepin County
      with an imaging system of considerable value which will fully meet your
      current and future needs."

                                      E-3



<PAGE>

APPENDIX E - OPTIONAL ITEMS, UPGRADES, AND ADDITIONAL FEATURES

OPTIONAL ITEMS, UPGRADES, AND ADDITIONAL FEATURES COSTS; (continued)

<TABLE>
<CAPTION>

                                                                                  MAINTENANCE COST PER YEAR
COMPONENT                                                               COST       AFTER 1ST YEAR WARRANTY
---------                                                               ----      -------------------------

SOFTWARE (Product, Manufacturer, and Version)

BIDDERS SOFTWARE
<S>                                                                 <C>                    <C>
-Investigative Person/Business Surveillance
      Application                                                       NOT BID              NOT BID

-Investigative Address/Location Application                             NOT BID              NOT BID

-Height Capture Application                                             NOT BID              NOT BID

-Weight Capture Application                                             NOT BID              NOT BID

-Signature Capture Application                                          NOT BID              NOT BID

-Fingerprint Access Application                                         NOT BID              NOT BID


(List optional items, upgrades, and additional features biders
  software components, cost, and maintenance.)

 -> UTILIZE THE CURRENT RELEASE OF THE FORCEFIELD BOOKING AND
    SUSPECT IDENTIFICATION SOFTWARE.

  X DELETE ForceField Software development for                          ($58,000.00)         INCLUDED
    applications required by Hennepin County
    Sheriff's Department.
                                                                        ------------       ------------

Bidder's Software Subtotal                                              ($58,000.00)         INCLUDED

     TOTAL SAVINGS                                                      ($58,000.00)         ($1,350.00)

3RD PARTY SOFTWARE

-3270 Emulation per workstation                                         $1,000.00            $100.00
</TABLE>
(List optional items, upgrades, and additional features 3rd party software
components, cost, and maintenance.)

COMMENTS:

                                      E-4

<PAGE>

                                   APPENDIX F

                           DOCUMENTATION LISTING SHEET

<PAGE>

APPENDIX F - DOCUMENTATION LISTING

Instructions for completing Appendix F.

    1.  Documentation provided with the system MUST be correctly completed on
        Appendix F.

    2.  The bidder MUST list all hardware and software documentation provided
        with the system.

                                      F-1

<PAGE>

APPENDIX F - DOCUMENTATION LISTING

DOCUMENTATION

<TABLE>
<CAPTION>

QUANTITY              VERSION NUMBER                        DESCRIPTION
--------              --------------                        -----------
<S>                        <C>                   <C>
   10                      2.3                         FORCEFIELD USER'S GUIDE
    2                      2.3                       SYSTEM ADMINISTRATOR GUIDE
    2                      2.3                             UTILITIES GUIDE
    2                      2.3                             PLANNING GUIDE
    9                      2.3                         SUPPORT REFERENCE CARD
</TABLE>

COMMENTS:

                                      F-2

<PAGE>

                                                              XImage Corporation
                                                                        Proposal



                                                                      AGREEMENTS





--------------------------------------------------------------------------------
17 August 1993                              Hennepin County Sheriff's Department
                                                Computerized Image Database
<PAGE>

                                   EXHIBIT C

    [LOGO]                   INSTALLMENT AGREEMENT

                              XIMAGE CORPORATION

AGREEMENT #_________________ INSTALL DATE: ___________ TODAYS'S DATE: __________

CUSTOMER NAME: _________________________________________________________________

This Agreement governs the installation of equipment sold or leased by XIMAGE
to CUSTOMER ("Equipment").

1.  SITE.  Equipment shall be delivered and installed at the site to be
    specified in the sale or lease contract.  The installation site shall meet
    XIMAGE's specifications for the Equipment and shall be made ready for the
    installation of the Equipment by the mutually agreed upon installation date.
2.  INSTALLATION RESPONSIBILITIES.
    2.1.  XIMAGE Installation Responsibilities.
          2.1.1.  Supervision of CUSTOMER's employees who physically locate and
                  unpack the Equipment at the site.
          2.1.2.  Connection of data and power cables to appropriate terminating
                  points.
          2.1.3.  Operational checkout of the Equipment, including off-line
                  verification.
          2.1.4.  Operational verification of each item of Equipment on a
                  stand-alone basis, and as interfaced with non-furnished
                  equipment, such as transmission lines, modems and computers.
    2.2.  CUSTOMER Installation Responsibilities.
          In order to accomplish the above installation and checkout procedures
          within the normal installation period, the follow must be provided by
          the CUSTOMER on or before the installation date:
          2.2.1.  All necessary labor and equipment required to transport the
                  Equipment from the CUSTOMER receiving area to the operational
                  location.
          2.2.2.  Computer and modems, if necessary, available on site in
                  operational condition.
          2.2.3.  Transmission lines, if required will have been ordered and
                  installed by the common carrier.
          2.2.4.  All computer input/output and associated interface cables
                  required by the Equipment, with mating connectors attached
                  thereto.
          2.2.5.  Suitable space and mounting provisions.
          2.2.6.  A knowledgeable computer operator to be available during the
                  installation and test period.
          2.2.7.  Computer time required will be furnished by the CUSTOMER at no
                  cost during installation and testing.
          All facilities and test equipment will be furnished by XIMAGE must be
          operational as of the installation date to ensure operation of the
          furnished Equipment within the standard operational criteria for
          interface to such Equipment.  CUSTOMER bears the responsibility for
          the foregoing.
3.  DELAYS.  In the event the CUSTOMER's responsibilities set forth above are
    not completed or complied with at the time of Equipment installation and
    this failure causes a delay in the completion of the installation, the
    CUSTOMER agrees to pay XIMAGE for the additional time expended by XIMAGE at
    XIMAGE's normal hourly service rates in effect at the time the service was
    provided.  Such payment shall by made upon XIMAGE invoicing the CUSTOMER
    for such additional time.  Examples of causes of delays due to CUSTOMER
    failing to complete or comply with its responsibilities are as follows:
    3.1. Telephone lines, data sets, or modems not meeting specifications and
         requiring re-cabling or modification by common carrier or CUSTOMER.
    3.2. CUSTOMER equipment not operational or not complying with
         specifications.
    3.3. CUSTOMER-FURNISHED interface cable not available or not complying with
         specifications.
    3.4. Errors in, or non-compatibility with, CUSTOMER's computer programs or
         equipment not furnished by XIMAGE which causes the furnished Equipment
         or software to malfunction.

<PAGE>

4.  ENVIRONMENTAL.  The CUSTOMER shall maintain a clean operating environment
    at the installation site which complies with temperature, humidity and
    operational specifications of the Equipment.
5.  ACCESS.  The CUSTOMER shall allow the installation and maintenance personnel
    access to the Equipment site at all reasonable times provide identification
    badges or passes and make available adequate work space, storage space and
    utilities required during installation, checkout and maintenance of
    Equipment.
6.  POST-INSTALLATION CHARGES.  If the CUSTOMER requires that any item of
    Equipment be relocated to a new location after installation, the Equipment
    relocated shall be re-installed (at an additional charge) in accordance with
    the provisions hereof.  The additional charges shall be based on XIMAGE's
    installation charges in effect at the time that such service is requested,
    payable upon invoicing.
7.  ACCEPTANCE.  Upon completion of the installation and testing phase, CUSTOMER
    shall execute this Agreement in the space provided below evidencing its
    acceptance and approval of the Equipment and satisfactory installation
    thereof.


CUSTOMER (BY AUTHORIZED REPRESENTATIVE):    XIMAGE CORPORATION


-------------------------------------       ------------------------------------
AUTHORIZED SIGNATURE                        AUTHORIZED SIGNATURE

                                             C. ROBERT LANE     CHAIRMAN / CFO
-------------------------------------       ------------------------------------
PRINTED NAME AND TITLE                      PRINTED NAME AND TITLE


-------------------------------------       ------------------------------------
DATE                                        DATE


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

                             ACCEPTANCE AND APPROVAL

The undersigned acknowledges that the Equipment has been delivered and installed
by XIMAGE, and has accepted and approved such delivery and installation.


CUSTOMER (BY AUTHORIZED REPRESENTATIVE):    XIMAGE CORPORATION


-------------------------------------       ------------------------------------
AUTHORIZED SIGNATURE                        AUTHORIZED SIGNATURE

                                             C. ROBERT LANE     CHAIRMAN / CFO
-------------------------------------       ------------------------------------
PRINTED NAME AND TITLE                      PRINTED NAME AND TITLE


-------------------------------------       ------------------------------------
DATE                                        DATE
<PAGE>

                                      EXHIBIT D

                                  LICENSE AGREEMENT

                                  XIMAGE CORPORATION

[LOGO]

          XImage Corporation ("Licensor") grants to the _______________________
_____________ ("Licensee") a non-exclusive, non transferrable license to use for
business purposes, Image Database System Software delivered pursuant to the
agreement between the parties hereto subject to the Software and the Software
shall be and remain the sole and exclusive products of Licensor.  Licensee shall
not have rights in or to the Software of any changes made thereto by Licensor
except where specifically provided for in writing.  Licensee is prohibited from
permitting the Software to be used by third-parties.  Licensee hereby agrees not
to remove from any copies of the Software any statements appearing thereon
regarding copyrights or proprietary rights of Licensor.  Licensee may not copy
(in any form) distribute, sell, lease, assign, encumber, license or sub-license
this Software or programs written using this Software to a third party without
prior written consent from Licensor which consent may be withheld for any
reason.  Licensee hereby acknowledges and agrees that similar Software may be
licensed by Licensor to other users without limitation of any kind.  Licensee
acknowledges that the license granted hereby extends solely to ________________
____________________ and that Software shall not be used by any other political
subdivision, division, subsidiary or affiliated entity.

          Licensee acknowledges that the computer programs, manuals and related
data which comprise or are related to the Software are proprietary products of
Licensor who retains all rights, title and interest, including copyright to
these products.  Licensee agrees that the Software constitutes proprietary
information and trade secrets of Licensor, whether or not any portion thereof is
or may be the subject of a valid copyright or patent.  Licensee agrees not to
reverse assemble, reverse compile or otherwise reverse engineer any of the
Software.  Any distribution, sale, or other disposition by the Licensee of the
Software, including derivative modifications or extensions of them, and
including any proprietary products, is expressly prohibited.  Licensee
recognizes and agrees that any unauthorized use or distribution of the Software
or proprietary products would immediately and irreparably damage Licensor in a
way not capable of being fully compensated by monetary damages, and accordingly,
Licensor shall be entitled to injunctive relief in the event of any such
unauthorized use, distribution or violation of this agreement.  The Software is
subject to the U.S. Government's Restricted Rights Legend and use, duplication,
or disclosure by the Government is subject to restrictions set forth in
Subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software
clause at 52.227-7013 of the Department of Defence Federal Acquisition
Regulations.

          Licensor warrants that the Software will perform the functions set
forth in the contract between the parties so long as the Software is unmodified
and operated in accordance with the instructions of the Licensor.  Licensor's
sole obligation and liability under this warranty shall be to provide
corrections to the Software to cause it to perform as specified in the contract.

EXCEPT FOR THE FOREGOING WARRANTY, LICENSOR MAKES NO WARRANTY, EXPRESS OR
IMPLIED, WITH RESPECT TO THE SERVICES OR SOFTWARE TO BE PROVIDED, INCLUDING, BUT
NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE.  IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY INCENDENTAL OR
CONSEQUENTIAL DAMAGES INCLUDING BUT NOT LIMITED TO LOST PROFITS.

LICENSEE:                                    LICENSOR:

          CUSTOMER                                     XIMAGE CORPORATION

BY:                                          BY:
   -------------------------------------        -------------------------------

TITLE:                                       TITLE: CHAIRMAN/CFO
      ----------------------------------           ----------------------------

DATE:                                        DATE:
     -----------------------------------          -----------------------------

<PAGE>

[LOGO]

EXHIBIT A

                                                            SOFTWARE MAINTENANCE
XIMAGE CORPORATION                                                     AGREEMENT
1050 NORTH FIFTH STREET
SAN JOSE, CA  95112
408-288-8800  FAX 408-993-1050

<TABLE>
<CAPTION>

-----------------------------------------------------------------------------------------------------
AGREEMENT #                             EFFECTIVE DATE:                    TODAY'S DATE:
-----------------------------------------------------------------------------------------------------
CUSTOMER NAME:                                    BILL TO:




-----------------------------------------------------------------------------------------------------
     TERM           AGREEMENT TYPE      PERIOD OF COVERAGE       RESPONSE TIME       CUSTOMER CONTACT
-----------------------------------------------------------------------------------------------------
   ONE YEAR              NEW          24 HR/Day & 7 Days/Week     24 2Hr Phone              TBA
-----------------------------------------------------------------------------------------------------
ITEM  QTY   TYPE                DESCRIPTION                      LOCATION        UNIT CHARGE  TOTAL
-----------------------------------------------------------------------------------------------------
<S>   <C>   <C>                 <C>                              <C>             <C>          <C>













</TABLE>
-------------------------------------------------------------------------------
TOTAL ANNUAL MAINTENANCE CHARGE:___________________
SEE ATTACHED SCHEDULES FOR ANY ADDITIONAL EQUIPMENT)
-------------------------------------------------------------------------------

SUBJECT TO THE TERMS AND CONDITIONS HEREINAFTER SET FORTH, XIMAGE CORPORATION
("XIMAGE"), AGREES TO PROVIDE OR CAUSE TO BE PROVIDED TO CUSTOMER SOFTWARE
MAINTENANCE SERVICES WITH RESPECT TO THE SOFTWARE ("SOFTWARE") DESCRIBED ABOVE.

CUSTOMER (BY AUTHORIZED REPRESENTATIVE):    XIMAGE CORPORATION


----------------------------------------    -----------------------------------
AUTHORIZED SIGNATURE                        AUTHORIZED SIGNATURE

                                            C. ROBERT LANE      CHAIRMAN/CFO
----------------------------------------    -----------------------------------
PRINTED NAME AND TITLE                      PRINTED NAME AND TITLE

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

<PAGE>

      TERMS AND CONDITIONS - CUSTOMER SUPPORT AND SOFTWARE MAINTENANCE AGREEMENT

1.   TERM OF AGREEMENT.  XIMAGE's obligations hereunder shall become effective
upon the "Effective Date" (set forth on the reverse side) and, unless sooner
terminated provided herein, shall remain in full force and effect for at least
one year thereafter.  This Agreement shall automatically renew for consecutive
one (1) year terms at XIMAGE's prevailing rates at the end of each one (1) year
term unless either party gives at least sixty (60) days prior written notice of
the non-renewal of this Agreement.

2.   SOFTWARE MAINTENANCE SERVICES.  XIMAGE will provide to CUSTOMER during the
term hereof "Software Maintenance Services" which shall include remedial
maintenance service (i.e., error fixing and/or work arounds) for any significant
error, malfunction or defect (collectively in "Error") in the Software so that
the Software will operate in accordance with the specifications set forth in the
related documentation.  Correction of Errors is subject to CUSTOMER's prompt
notification to XIMAGE of the nature and description of the Error which XIMAGE
can replicate and the Error is not caused by the abuse, misuse or neglect of the
products by CUSTOMER or by hardware or software which is not supplied by XIMAGE
hereunder.  In addition, XIMAGE will provide the following as additional
Customer Support Services:

     (a)  Telephone support as reasonably requested by CUSTOMER at the rate of
          $100 per hour for all hours in excess of 40 hours in any one-year
          term;
     (b)  On-site visits to CUSTOMER's sites as determined to be reasonable or
          necessary by XIMAGE for Error correction;
     (c)  Offer and, if requested, install modifications and enhancements to the
          Software which XIMAGE generally makes available to its other customers
          (at no additional Charge) under standard software maintenance
          agreements relating to the Software; and
     (d)  Training for one (1) person per application per year with respect to
          the Software.

     If CUSTOMER requests XIMAGE to perform any other services, the related
terms and conditions shall be based on further separate agreement between the
parties.  Under no circumstances shall this Agreement and the rights and duties
contained herein, be deemed to cover maintenance or support services with
respect to hardware.

3.   PERFORMANCE OF SERVICES.  When XIMAGE provides Software Maintenance
Services which require the use of the hardware portion of equipment which
utilizes the Software (the "Equipment"), CUSTOMER shall make such Equipment
available to XIMAGE at and for reasonable times, and in no event will the
CUSTOMER charge XIMAGE for such use of such Equipment.  All Software Maintenance
Services covered by the Annual Maintenance Charges will be performed during the
regular business hours of XIMAGE (Monday-Friday, exclusive of holidays).  If
Software Maintenance Services are performed outside regular business hours, the
CUSTOMER will pay the additional charges, if any, as are established from time
to time by XIMAGE.

4.   RELOCATION OF EQUIPMENT.  If the CUSTOMER wishes to relocate the Equipment,
CUSTOMER shall give timely notice to XIMAGE, and the continued maintenance of
the relocated Software, if any, shall be subject to further agreement between
authorized representatives of XIMAGE and CUSTOMER.  This Agreement is for the
location described on the reverse side only.

5.   CUSTOMER OBLIGATIONS AND WARRANTIES.  The obligations of XIMAGE to provide
Software Maintenance Services are subject to the CUSTOMER using the Equipment in
accordance with their respective operating manuals and recommended procedures,
and causing proper and recommended Equipment Maintenance Services to be
performed, including selecting a site which complies with the environmental
requirements suggested by the manufacturer of the Equipment or XIMAGE and
utilizing appropriate back-up procedures (no less often than daily) with respect
to the Software and data.

6.   CHARGES.  The CUSTOMER shall pay all charges under this Agreement,
including the total Annual Maintenance Charges set forth on the reverse side
hereof, upon receipt of invoice.  Thereafter, the then applicable Annual
Maintenance Charges shall be invoiced to, and paid by CUSTOMER prior to the
beginning of the next annual maintenance period.  All other charges under this
Agreement shall be invoiced by XIMAGE and shall be due and payable upon receipt
of the invoice.  The Annual Maintenance Charges do not include any federal,
state, county, local, or other taxes, if any.  Any such taxes, excluding taxes
based on net income of XIMAGE, shall be borne by the Customer and paid to XIMAGE
upon invoicing.

7.   NON-DISCLOSURE.  CUSTOMER shall take all reasonable steps necessary to
ensure that the Software, or any portion thereof, is not made available,
transferred or disclosed by CUSTOMER (or by any of its employees or agencies) to
any person other than to CUSTOMER's employees and representatives solely in
connection with CUSTOMER's business or agents or to XIMAGE (and its
representatives).  CUSTOMER agrees not to reverse assemble, reverse compile or
otherwise reverse engineer any of the Software.  CUSTOMER agrees that all of its
employees and agents having access to the Software under this Agreement shall be
informed by CUSTOMER of, and shall observe and perform, the terms of this
Section 7.  The Software is protected by copyright and trade secret rights of
XIMAGE.

8.   INJUNCTIVE RELIEF/TERMINATION.  CUSTOMER acknowledges and agrees that any
violation of the provisions of Section 7 herein by CUSTOMER will result in
irreparable harm to XIMAGE and that money damages would provide inadequate
remedy.  Accordingly, in addition to any other rights and remedies available to
XIMAGE hereunder or at law, XIMAGE shall be entitled to injunctive or other
equitable relief to restrain any such violation and to such other and further
relief as a court may deem proper under the circumstances.  In addition to any
other rights of XIMAGE hereunder, the rights granted CUSTOMER to use the
Software by license or otherwise may be terminated by XIMAGE for any material
breach of Section 7 upon written notice given to CUSTOMER and CUSTOMER shall
return to XIMAGE all of the Software.

9.   INDEMNIFICATION.  CUSTOMER hereby indemnifies and holds XIMAGE harmless
from any and all claims, suits, actions and procedures brought or filed by third
parties and from all damages, penalties, losses costs and expenses (including
without limitation, attorneys' fees) arising out of, or related to, any act or
omission of CUSTOMER and its employees or agents in connection with CUSTOMER's
obligation herein.

     XIMAGE hereby indemnifies and agrees to hold CUSTOMER harmless from any
claim of any third party that any of the Software infringes any United States
patent, copyright, trademark or other property right held by a third party,
provided that XIMAGE is notified promptly by CUSTOMER or any such claim
(including any threatened claim) and XIMAGE shall have had sole control of the
defense with respect to same (including the settlement of such claim).  The
foregoing indemnification by XIMAGE shall not apply with respect to any claim
based, in whole or part, on any modification of the Software made by any person
other than XIMAGE.

10.  TERMINATION.  Without prejudice to any other of its rights or remedies,
either party may elect to terminate the rights and obligations contained in this
Agreement:

     (a)  Upon sixty (60) days' written notice if the other party has failed to
          perform any material obligation required to be performed by it
          pursuant to this Agreement and such failure has not been cured within
          such a sixty (60) day period, or
     (b)  Upon thirty (30) days' written notice if the other party has failed to
          make timely payment of any amounts required to be paid hereunder, or
     (c)  Immediately, (i) if a petition in bankruptcy has been filed by or
          against the other party, (ii) if the other party has made an
          assignment for the benefit of creditors, (iii) if a receiver has been
          appointed or applied for by the other party, or (iv) if the other
          party has admitted in writing its inability to pay its debts as they
          become due and payable.

11.  DISCLAIMER OF WARRANTY.  XIMAGE MAKES NO WARRANTY OF ANY KIND, WHETHER
EXPRESS OR IMPLIED (INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE) WITH RESPECT TO THE SERVICES, SOFTWARE OR DOCUMENTS PROVIDED
(OR TO BE PROVIDED) HEREUNDER.

12.  LIMITATIONS OF LIABILITY.  CUSTOMER agrees that XIMAGE's total liability to
CUSTOMER for any damages suffered in connection with, or arising out of, this
Agreement or CUSTOMER's use of any documentation, product or service provided
(or to be provided) hereunder, regardless of whether any such liability is based
upon contract, tort or other basis, shall be limited to an amount not to exceed
the basic Annual Maintenance Charges, for a sixty (60) day term under this
Agreement.

     IN NO EVENT SHALL XIMAGE BE LIABLE TO CUSTOMER FOR ANY INCIDENTAL,
CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES (INCLUDING WITHOUT LIMITATION,
DAMAGES ARISING FROM LOSS OF BUSINESS, DATA, PROFITS OR GOODWILL) INCURRED OR
SUFFERED BY CUSTOMER IN CONNECTION WITH, OR ARISING OUT OF, THIS AGREEMENT OR
CUSTOMER'S USE OF ANY DOCUMENTATION OR SOFTWARE OR SERVICES PROVIDED, OR TO BE
PROVIDED, HEREUNDER, EVEN IF XIMAGE HAS BEEN APPRISED OF THE LIKELIHOOD OF THE
SAME.  NO ACTION, REGARDLESS OF FORM, RELATED TO TRANSACTIONS OCCURING UNDER, OR
CONTEMPLATED BY, THIS AGREEMENT MAY BE BROUGHT BY EITHER PARTY MORE THAN ONE (1)
YEAR AFTER THE CAUSE OF ACTION HAS ACCRUED.

13.  ARBITRATION.  Except as provided in Section 8 herein, in the event of any
dispute or controversy between the parties hereto arising out of or relating to
this Agreement or any transaction contemplated hereunder, such dispute or
controversy shall be submitted to arbitration under the Commercial Rules of
Arbitration of the American Arbitration Association at the office nearest XIMAGE
for decision in any such matter in accordance with the then applicable rules of
the American Arbitration Association or any successor organization.  The
determination of the arbitrators shall not be subject to judicial review,
provided however, that any award or determination rendered by the arbitrators
may be enforced any court of jurisdiction.

14.  FORCE MAJEURE.  XIMAGE shall not be liable for any failure or delay in
performing its obligation hereunder due to any cause beyond its reasonable
control, including without limitation, fire, accident, acts of public enemy,
war, rebellion, labor dispute or unrest, insurrection, sabotage, transportation
delays, shortage of raw material, energy or machinery, acts of God, government
or the judiciary.

15.  SUCCESSORS AND ASSIGNS.  The interests of the CUSTOMER in this Agreement
are personal and shall not be assigned, transferred, shared or divided in any
manner by the CUSTOMER without the prior written consent of XIMAGE.  Subject to
the foregoing, this Agreement shall be binding upon and shall inure to the
benefit of the parties hereto and their heirs, representatives, successors and
permitted assignees.

16.  AMENDMENTS.  No supplement, modification or amendment of any term,
provision or condition of this Agreement shall be binding or enforceable unless
executed in writing by the parties hereto.

17.  ENTIRE AGREEMENT AND WAIVER.  This Agreement contains the entire agreement
between the parties hereto and supersedes all prior contemporaneous agreements,
arrangements, negotiation and understandings between the parties hereto,
relating to the subject matter hereof except any prior or contemporaneous
Software licenses between the parties.  There are no other understandings,
statements, promises or inducements, oral or otherwise, contrary to the terms of
this Agreement.  No representations, warranties, covenants or conditions,
express or implied, whether by statute or otherwise, other than as set forth
herein have been made by any party hereto.  No waiver of any term, provision, or
condition of this Agreement, whether by conduct or otherwise, in any one or more
instances, shall be deemed to be, or shall constitute, a waiver of any other
provision hereof, whether or not similar, nor shall such waiver constitute a
continuing waiver, and no waiver shall be binding unless executed in writing by
the party making the waiver.
<PAGE>

EXHIBIT B
                                        HARDWARE MAINTENANCE AGREEMENT

[LOGO]   XIMAGE CORPORATION
         1050 NORTH FIFTH STREET
         SAN JOSE, CA 95112
         408-288-8800   FAX 408-993-1050

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
AGREEMENT #                EFFECTIVE DATE:           TODAY'S DATE:
--------------------------------------------------------------------------------
CUSTOMER NAME:                              BILL TO:



--------------------------------------------------------------------------------
TERM     AGREEMENT TYPE    PERIOD OF COVERAGE  RESPONSE TIME     CUSTOMER CONTACT
--------------------------------------------------------------------------------
ONE YEAR       NEW             SEE BELOW       4 Hours              TBA
--------------------------------------------------------------------------------
ITEM   QTY   MODEL    DESCRIPTION      LOCATION          UNIT CHARGE       TOTAL
--------------------------------------------------------------------------------
<S>    <C>   <C>      <C>              <C>               <C>               <C>






--------------------------------------------------------------------------------
</TABLE>

Maintenance based on 24 hours 7 days a week for critical items, 9 to 5 M-F for
all other items.
                            TOTAL ANNUAL MAINTENANCE CHARGE:
                                                            --------------------
                           (SEE ATTACHED SCHEDULES FOR ANY ADDITIONAL EQUIPMENT)
--------------------------------------------------------------------------------
SUBJECT TO THE TERMS AND CONDITIONS HEREINAFTER SET FORTH, XIMAGE CORPORATION
("XIMAGE"), AGREES TO PROVIDE OR CAUSE TO BE PROVIDED TO CUSTOMER AND CUSTOMER
AGREES TO ACCEPT MAINTENANCE SERVICES FOR THE EQUIPMENT DESCRIBED ABOVE.

CUSTOMER (BY AUTHORIZED REPRESENTATIVE):    XIMAGE CORPORATION

---------------------------------           ------------------------------------
AUTHORIZED SIGNATURE                        AUTHORIZED SIGNATURE

                                            C. ROBERT LANE    CHAIRMAN/CFO
---------------------------------           ------------------------------------
PRINTED NAME AND TITLE                      PRINTED NAME AND TITLE


<PAGE>

              TERMS AND CONDITIONS - HARDWARE MAINTENANCE AGREEMENT

1.   TERM OF AGREEMENT. XImage's obligations hereunder shall become effective
     upon the "Effective Date" (set forth on the reverse side) and, unless
     sooner terminated as provided herein, shall remain in full force
     and effect for at least one year thereafter. XImage will provide to the
     Customer, thirty (30) days prior to the end of the one year term, a
     renewal of this Agreement with XImage's prevailing maintenance fees, for
     the covered items listed on the reverse side, during the renewal period.
     The Customer will accept or reject the renewal Agreement within the
     above stated thirty (30) day period. The renewal rates for the 1993
     Agreement are as stated in Exhibit 9 of the Agreement between XImage and
     the Customer.

2.   HARDWARE MAINTENANCE SERVICE. XImage Shall provide "Covered Maintenance"
     (as such term is herein defined) with respect to the hardware identified on
     the reverse side (the "Equipment") solely at the "Location of Equipment"
     (set forth on the reverse side). If Customer wishes to relocate the
     Equipment, Customer shall give timely notice to XImage and continued
     maintenance of the Equipment shall be subject to further agreement between
     authorized representatives of XImage and Customer relative to any increases
     resulting from the relocation. Under no circumstances shall this Agreement,
     or the rights and duties contained herein, be deemed to cover maintenance
     or [ILLEGIBLE] services with respect to software (exclusive of firmware).
     All maintenance charges are subject to increase or decrease upon addition
     or deletion of the Equipment, or [ILLEGIBLE] or attachments thereto.
     XImage shall have full and free access to the Equipment in order to
     provide services thereon.

3.   COVERED MAINTENANCE. During the term hereof, XImage shall maintain
     Customer's Equipment in normal operating condition by providing
     "Preventative Maintenance" and "Remedial Maintenance" with respect to the
     Equipment during XImage's normal working hours, Monday through Friday,
     exclusive of holidays, unless otherwise specified on the reverse side
     (collectively "Covered Maintenance").
     (a)  PREVENTATIVE MAINTENANCE. Preventative Maintenance is based on the
          specific needs of each unit of equipment as determined by XImage,
          including adjustments repairs and replacements necessitated by normal
          usage of the Equipment. Preventative Maintenance shall be conducted at
          times of Remedial Service or at other times scheduled by XImage with
          approval of the Customer.
     (b)  REMEDIAL SERVICE. Upon receipt of notice of failure of the Equipment
          to function properly while in normal usage, XImage will promptly
          assign a service representative to make such repairs (including the
          replacement of components on an exchange basis) and adjustments to
          place the Equipment in normal operating condition. XImage will use its
          best efforts to have a service representative at the user's facility
          in the minimum practical time after receipt of notice of failure,
          giving consideration to the location of the Equipment and the nature
          of the problem.
     (c)  EXCLUSIONS FROM COVERED MAINTENANCE. Covered Maintenance does not
          include:
          (1)  Maintenance of accessories, supplies, attachments, machines or
               other devices that are not specifically identified as covered
               herein.
          (2)  Repair of damage caused by other than normal operating
               conditions or events (including without limitation, resulting
               from accident, transportation, neglect, misuse, lightning,
               failure or fluctuation of electrical power, air conditioning
               or humidity control, telephone equipment or communication
               lines failure, failure of foreign interconnect equipment, use
               of external materials or equipment which does not adhere to
               XImage specifications, or causes arising from other than
               normal use), alterations in the Equipment made by persons
               other than XImage, acts of God, or governments, the connection
               of Equipment by mechanical or electrical means to another
               machine or device not provided by XImage, or the physical
               inaccessibility of the Equipment.
          (3)  Any services in respect of, or caused by, non-XImage provided
               software, or any repair of any damage to the Equipment caused by
               such software.
          (4)  Reconditioning required due to age, duty cycle, or excessive use
               of the Equipment, normal repair and parts replacement cannot keep
               Equipment in normal operating condition.
          (5)  Replacement of supplies or expendable parts such as but not
               limited to: ink rollers, ribbon cartridges, paper, film,
               diskettes and tape cassettes.
4.   BILLABLE CALL MAINTENANCE. If the Customer requests Billable Call
     Maintenance, such service will be provided at XImage's applicable standard
     time and materials market rates and on the terms then in effect. Market
     rates based on time shall not exceed $125 per hour. Charges for Billable
     Call Maintenance shall be due and payable within thirty (30) days of
     receipt of an invoice therefore after the completion of the installation or
     other service. As used herein, "Billable Call Maintenance" shall mean any
     maintenance other than Covered Maintenance, which XImage agrees to perform
     and includes, but not limited to, the following types of maintenance:
     (a)  Work requested by Customer and performed outside of XImage's normal
          working hours, as set out on the reverse side of this Agreement;
     (b)  Work requested by Customer for installing, deinstalling or relocating
          Equipment;
     (c)  Refinishing or reconditioning Equipment;
     (d)  Adding or removing accessories, attachments or other devices;
     (e)  Specific requests by Customer for maintenance which are in addition to
          Covered Maintenance services and parts; and
     (f)  Providing enhancements or upgrades of the Equipment.
5.   PARTS. In the case of Billable Call Maintenance, replacement of
     unserviceable parts shall be made at XImage's replacement part prices
     current at the time of replacement, unless the maintenance involving
     replacement would be Covered Maintenance but is Billable Call Maintenance
     solely because of the hour of the day when performed, in which event the
     maintenance shall include parts replacement as in the case of Covered
     Maintenance. All replaced parts become the property of XImage.
6.   TAXES. All maintenance charges are exclusive of applicable federal, state
     or local taxes; Customer shall pay, or reimburse XImage, any such taxes
     upon receipt of invoices submitted to Customer by XImage.
7.   TRAVEL AND OTHER CHARGES. There is a minimum charge of two hours including
     travel time for service provided outside the scope of Covered Maintenance.
     Customer shall pay for travel time and travel expense portal to/from portal
     (i.e. XImage's to/from Customer's location) in connection with all Billable
     Call Maintenance. Travel time will be charged to Customer at the hourly
     Billable Call rate then in effect for the hour or day the travel is
     performed. Travel expenses will be charged as incurred and includes parking
     and other out-of-pocket costs plus mileage at the then current rates.
8.   PAYMENT FOR SERVICE. Upon receipt of invoice Customer hereby agrees to pay
     the Annual Hardware Maintenance Charges set forth on the reverse side. The
     then current Annual Hardware Maintenance Charges for Covered Maintenance
     will be invoiced thirty (30) days in advance of each Annual period and
     payment shall be due within thirty (30) days of receipt of such invoice.
     All other payments due hereunder shall be due and payable within thirty
     (30) days of receipt of the invoice for services rendered. Failure to remit
     payment when due for amounts invoiced shall relieve XImage of any
     obligations hereunder. In addition to any other remedies allowed by law,
     XImage shall have the right to invoice, and Customer agrees to pay,
     applicable late charges.
9.   INSTALLATION CHANGES. All installation changes relating to enhancements
     available to purchasers of Equipment shall be made available to Customer at
     XImage's normal prices, and on XImage's normal terms and conditions for
     such changes. If Customer purchases the enhancement, within thirty (30)
     days after requested by XImage, Customer agrees to provide XImage with
     access to all Equipment for installation of such changes.
10.  CUSTOMER RESPONSIBILITY. Customer shall be responsible for (a) changing
     ribbons, paper and similar expandable items; (b) clearing paper jams; (c)
     cleaning as specified by XImage or the equipment manufacturer; (d)
     maintaining and operating the Equipment within proper environmental and
     Equipment guidelines by trained personnel; and (e) assuring properly
     back-up and storage of data. Access for all XImage Services hereunder shall
     be provided by Customer during XImage's normal working hours or as
     otherwise mutually agreed.
11.  TERMINATION. Without prejudice to any other of its rights or remedies,
     either party may elect to terminate the rights and obligations contained in
     this Agreement:
     (a)  Upon sixty (60) days' written notice if the other party has failed to
          perform any material obligation required to be performed by it
          pursuant to this Agreement and such failure has not been cured within
          such a sixty (60) day period, or
     (b)  Upon thirty (30) days' written notice if the other party has failed to
          make timely payment of any amounts required to be paid hereunder, or
     (c)  Immediately, (i) if a petition in bankruptcy has been filed by or
          against the other party, (ii) if the other party has made an
          assignment for the benefit of creditors, (iii) if a receiver has been
          appointed or applied for by the other party, or (iv) if the other
          party has admitted in writing its inability to pay its debts as they
          become due and payable, or
     (d)  If the Customer is a government entity and funds are not appropriated
          in an amount to cover the cost of the maintenance services, then the
          Customer may, in its sole discretion, terminate this Agreement on 90
          days written notice without further obligation to the Customer. In the
          event this Agreement is terminated by the Customer, pursuant to this
          paragraph, XImage may continue to provide maintenance services, on
          such terms and conditions as are mutually agreed to by the Customer
          and XImage.
12.  LIMITATIONS OF LIABILITY. Customer agrees that XImage's total liability to
     Customer for any damages suffered on account of, or arising out of,
     negligently performed maintenance services under this Maintenance Agreement
     shall be limited to an amount not to exceed the basic Annual Maintenance
     charges.
     IN NO EVENT SHALL XIMAGE BE LIABLE TO CUSTOMER FOR ANY INCIDENTAL,
     CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES (INCLUDING WITHOUT LIMITATION,
     DAMAGES ARISING FROM LOSS OF BUSINESS, DATA, PROFITS OR GOODWILL) INCURRED
     OR SUFFERED BY CUSTOMER IN CONNECTION WITH, OR ARISING OUT OF, THIS
     AGREEMENT OR CUSTOMER'S USE OF ANY DOCUMENTATION OR SOFTWARE OR SERVICES
     PROVIDED, OR TO BE PROVIDED, HEREUNDER, EVEN IF XIMAGE HAS BEEN APPRISED OF
     THE LIKELIHOOD OF THE SAME.
13.  ARBITRATION. Except as provided in Section 8 herein, in the event of any
     dispute or controversy between the parties hereto arising out of or
     relating to this Agreement or any transaction contemplated hereunder, such
     dispute or controversy shall be submitted to arbitration under the
     Commercial Rules of Arbitration of the American Arbitration Association at
     the office nearest the Customer for decision in any matter in accordance
     with the then applicable rules of the American Arbitration Association or
     any successor organization. The determination of the arbitrators shall not
     be subject to judicial review, provided however, that any award or
     determination rendered by the arbitrators may be enforced in any court of
     jurisdiction.
14.  FORCE MAJEURE. XImage shall not be liable for any failure or delay in
     performing its obligation hereunder due to any cause beyond its reasonable
     control, including without limitation, fire, accident, acts of public
     enemy, war, rebellion, labor dispute or unrest, insurrection, sabotage,
     transportation delays, shortage of raw material, energy or machinery, acts
     of God, government or the judiciary.
15.  SUCCESSORS AND ASSIGNS. The interests of the Customer in this Agreement are
     personal and shall not be assigned, transferred, shared or divided in any
     manner by Customer or XImage without the prior written consent of the other
     party. Subject to the foregoing, this Agreement shall be binding upon and
     shall inure to the benefit of parties hereto and their heirs,
     representatives, successors and permitted assignees.
16.  AMENDMENTS. No supplement, modification or amendment of any term, provision
     or condition of this Agreement shall be binding or enforceable unless
     executed in writing by the parties hereto.
17.  INTEGRATION. This Agreement is part of and incorporated by reference with
     the FF2 Agreement entered into between XImage and the Customer. To the
     extent that there are conflicting terms the FF2 Agreement takes precedence,
     however, to the extent that the terms can be interpreted to be consistent,
     they shall be so construed.


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