CONFIDENTIAL TREATMENT REQUESTED] Exhibit 10.2 STRATEGIC SUPPLY, SERVICES AND PROMOTION AGREEMENT This Strategic Supply, Services and Promotion Agreement (this "AGREEMENT") is entered into as of August 29, 1999 (the "EFFECTIVE DATE"), between IMPRESSE...

[CONFIDENTIAL TREATMENT REQUESTED]
Exhibit 10.2

STRATEGIC SUPPLY, SERVICES AND PROMOTION AGREEMENT

This Strategic Supply, Services and Promotion Agreement (this
"AGREEMENT") is entered into as of August 29, 1999 (the "EFFECTIVE DATE"),
between IMPRESSE CORPORATION, a California corporation ("IMPRESSE") and
HEWLETT-PACKARD COMPANY, a Delaware corporation ("HP").

1 DEFINITIONS

1.1 "COMPETITOR OF HP" means any entity with a product or service
that competes with HP UNIX services (including IBM and Sun), NT-based servers
(including Compaq and Dell), LaserJets, DeskJets, OfficeJets, ScanJets
(including IBM and Xerox), OpenView, MC/Service Guard, Espeak, WebQoS and
storage products (including EMC).

1.2 "BILLING REVENUE" means revenue recognized or accrued by
Impresse from the billing of a buyer End User for the product or service of a
vendor End User where Impresse bears the risk of collection, provided that
such revenue will not exceed the amount remitted by Impresse to such vendor
End User for such product or service billed. Fees or commissions charged by
Impresse for performance of the billing service are not included in Billing
Revenue and are deemed "Other Fees" for purposes of this Agreement. For
example, where a vendor End User fulfills a [*] print job for a buyer End
User and Impresse bills the buyer End User for the print job, the total
amount of revenue recognized by Impresse would be [*], less any credits,
discounts, returns and reasonable reserves for bad debt. Impresse would then
remit to the vendor [*] less a transaction fee. If the transaction fee
charged to the vendor End User were [*], then [*] of the revenue would be
deemed "Other Fees" and [*] would be deemed "Billing Revenue" for purposes of
this Agreement. For accounting purposes, in the event of a billing service
transaction, the only 'Cost of Goods Sold' recorded and reported by Impresse
will be the remittance to a vendor End User that utilizes the Impresse
billing service and under no other circumstances will any other expenses be
classified as 'Cost of Goods Sold'.

1.3 "DELIVERY" means standard HP shipping to and arrival at the
receiving area at the "Ship To" address in the country where Impresse's order
is placed, unless otherwise indicated on the quotation.

1.4 "END USER" means any third party end user of the Impresse
Service. The term "End User" includes but is not limited to HP End Users.

1.5 "FEES" has the meaning given to such term in SECTION 5.1.

1.6 "FISCAL QUARTER" means a fiscal quarter of Impresse as of the
Effective Date.

1.7 "HP END USERS" means an End User that is an HP Registered Lead,
as defined in Section 4.7.

* Represents confidential information for which Impresse Corporation is
seeking confidential treatment with the Securities and Exchange Commission.

1.8 "HP LOGOS" shall mean HP's name and such logo(s) as HP shall
designate from time to time, including all artwork, graphics, icons and other
content, to be displayed on the Impresse Service.

1.9 "IMPRESSE LOGOS" means Impresse's name and logo(s), including
all artwork, graphics, icons and other content to be displayed, at Impresse's
sole discretion, on the Impresse Service.

1.10 "IMPRESSE SERVICE" means the Internet based commerce service
currently known as ▇▇▇▇▇▇▇▇.▇▇▇ that facilitates the automated corporate
print procurement for the enterprise environment.

1.11 "INDIVIDUAL NET REVENUE" has the meaning set forth in SECTION 5.1.

1.12 "LAUNCH DATE" means the date on which the Impresse service is
generally commercially available to End Users.

1.13 "LOGOS" means the Impresse Logos or the HP Logos as appropriate.

1.14 "MANAGEMENT TEAM" has the meaning given to such term in
SECTION 6.1(a).

1.15 "NET REVENUES" means, with respect to any Fiscal Quarter, the
amount of revenue recognized or accrued by Impresse under GAAP from Other
Fees (defined below) generated from the Impresse Service for such month, less
any credits, discounts, returns and reasonable reserves for bad debt related
to such revenues. For purposes of this Agreement "Other Fees" means all fees
and charges which are recognized or accrued by Impresse under GAAP as revenue
generated from the Impresse Service, including but not limited to: (a) all
amounts charged to customers, vendors and all other third parties for use of
the Impresse Service, (b) those fees and commissions for product sales or
services transacted through the Impresse Service including subscriptions, (c)
those fees for support provided to suppliers subscribing to the Impresse
Service, and (d) transaction fees. Notwithstanding the foregoing, "Other
Fees" shall not include any Promotional Revenue or Billing Revenue.

1.16 "PARTY" means HP or Impresse.

1.17 "PRODUCTS" means hardware, Software, documentation,
accessories, supplies, parts and upgrades that are determined by HP to be
available from HP upon receipt of an Impresse order. "CUSTOM PRODUCTS" means
Products modified, designed or manufactured to meet Impresse requirements.

1.18 "PROFESSIONAL SERVICES" means implementation, installation,
consulting and other professional services to be provided by HP and to be
agreed upon by the parties.

1.19 "PROMOTION RATIO" has the meaning set forth in SECTION 5.2.

[CONFIDENTIAL TREATMENT REQUESTED]

1.20 "PROMOTIONAL REVENUE" means fees and charges which are
recognized by Impresse under GAAP as revenue generated from the Impresse
Service for advertising and other promotion on the Impresse Service website
by third parties that are not End Users.

1.21 "SOFTWARE" means one or more programs capable of operating on a
controller, processor or other hardware Product ("DEVICE"). Software is
either a separate Product, included with another Product ("BUNDLED
SOFTWARE"), or fixed in a Device and not removable in normal operation
("FIRMWARE").

1.22 "SPECIFICATIONS" means specific technical information about the
Products which is published in the Product manuals and technical data sheets
in effect on the date HP ships the order.

1.23 "SUPPORT" means hardware maintenance and repair; Software
updates and maintenance; training; and other standard support services
provided by HP in connection with the Products. The term "Support" does not
include Professional Services.

1.24 "TERM" shall mean the period beginning on the Effective Date
and ending on the fifth anniversary of the Effective Date, or such shorter
period as may occur in the event of termination under SECTION 11.

1.25 "TOTAL FEES" means Net Revenue and Promotional Revenue.

2 SUPPLY OF PRODUCTS AND SERVICES

2.1 PRODUCTS AND PROFESSIONAL SERVICE PURCHASES. Impresse shall specify
to HP from time to time which Products and Professional Services Impresse
wishes to purchase. Product and Professional Service prices shall be HP's
current published list price at the time of order less the discount or at the
special rates, if any, specified in EXHIBIT D ("Product Discounts"). In
consideration of such discount, Impresse agrees to spend a minimum of
[*] on the purchase of Products and Professional Services under this
Agreement within one (1) year of the Effective Date. The volume of products
purchased under this Agreement shall not count towards the volume of
purchases under any other agreement Impresse may have with HP. Product prices
include HP's standard warranty coverage upon installation.

2.2 PURCHASE ORDERS. All purchase orders from Impresse shall reference
this Agreement and must be issued to HP during the Term. All orders must be
issued to HP with a requested delivery date not to exceed six months from the
date of order. All Product purchases made by Impresse under this Agreement
shall be in accordance with EXHIBIT ▇▇▇ ("▇▇ Terms and Conditions of Sale and
Service") and EXHIBIT SS ("HP System Support Options"), attached to this
Agreement. All purchases of Professional Services made by Impresse under this
Agreement shall be in accordance with a separate Professional Services
agreement to be entered into by the parties and that will contain the
standard terms and conditions HP generally offers to comparable customers
purchasing similar professional services.

* Represents confidential information for which Impresse Corporation is
seeking confidential treatment with the Securities and Exchange Commission.

2.3 TECHNOLOGY INSERTION AND SUBSTITUTION. HP reserves the right to sell
and ship newer generation Products that are functionally equivalent and
greater or equal in performance as they become available.

2.4 LEASE OPTIONS. HP will use commercially reasonable efforts to
complete, within thirty (30) days of the Effective Date, the due diligence
necessary to offer Impresse a commercial financing lease for the purchases to
be made by Impresse under this Agreement. HP will offer Impresse an operating
lease with a technical refresh option, provided that HP determines, in its
sole discretion, that such offer is commercially viable.

2.5 REQUIREMENTS FOR THE IMPRESSE SERVICE. Impresse may only use UNIX
and NT servers and associated products supplied by HP to operate the Impresse
Service to the extent the price, performance, functionality and availability
can, in Impresse's reasonable good faith judgement, be fully satisfied with
the then available UNIX and NT servers and associated products supplied by
HP. Provided, however, (i) before Impresse may purchase non-HP supplied UNIX
and NT servers and associated products for use on the Impresse Service,
Impresse must indicate to HP Impresse's price, performance, functionality and
availability needs and allow HP to provide a proposal to satisfy such
requirements, and (ii) Impresse may only use non-HP supplied UNIX and NT
servers and associated products if: (a) HP does not provide such proposal
within fifteen (15) days after notification from Impresse; or (b) HP is
unable to provide competitive price, performance, functional or availability.

Impresse shall have forty-five (45) days from the date HP delivers a product
purchased under this Agreement to remove the equivalent product then
currently being utilized for the Impresse Service and to replace such
equivalent product with the HP supplied product.

2.6 Impresse will use commercially reasonable efforts to evaluate HP
technologies such as Web QoS, OpenView and MC/Service Guard for integration
into the Impresse Service.

3 PORTING OBLIGATIONS AND PROJECT SCHEDULE

3.1 Impresse shall use commercially reasonable efforts to port the
Impresse Service to HP-UX computer systems in all their supported
configurations and with all associated peripherals and the computer
programs in accordance with the terms and other requirements
contained in EXHIBIT A ("Porting Equipment and Terms") and according
to the Schedule in EXHIBIT B ("PROJECT SCHEDULE"). If such completed
port of the Impresse Service achieves levels of performance,
operability and functionality equivalent to the levels achieved by
the Impresse Service on its then current environment, Impresse
agrees that it will operate a substantial portion of Impresse
Service on the HP-UX platform.

3.2 HP will provide the equipment specified in EXHIBIT A ("Porting
Equipment and Terms") under the terms specified therein. HP shall
provide technical assistance at no charge to Impresse for the port of
the Impresse Service to HP-UX computer systems commencing on the date
Impresse receives the equipment specified in EXHIBIT A and continuing
for a period of six (6) months thereafter (the "Porting Period").
During the Porting Period, HP shall provide six (6) engineering weeks
of technical assistance. Upon

[CONFIDENTIAL TREATMENT REQUESTED]

completion of the quality assurance testing, HP shall provide
performance and/or tuning assistance using HP facilities and equipment
as mutually agreed upon by both Parties.

4 MARKETING; BRANDING; LOGOS; PROMOTION: CO-SELLING

4.1 ADVERTISING AND MARKETING BUDGET. HP and Impresse each agree to fund
co-marketing activities for the Impresse Service (the "CO-MARKETING
ACTIVITIES"). During the four (4) calendar quarters following the Launch
Date, HP and Impresse each agree to spend [*] in each of such quarters on the
Co-Marketing Activities. In each of the following calendar quarters, HP and
Impresse each agree to spend on Co-Marketing Activities an amount equal to
either: (i) [*] of the Fees received by HP from Impresse during the previous
quarter, or (ii) [*], whichever is less. All Co-Marketing Activities funded
under this Section 4.1 must be approved by both Parties.

4.2 BRANDING OF THE IMPRESSE SERVICE AND RELATED MATERIALS. The Impresse
Service will be co-branded with the HP Logos and the Impresse Logos. The
appropriate HP Logos shall be prominently displayed on all applicable web
pages, in all applicable written collateral and applicable advertisements
where the Impresse Logo resides and other locations as mutually agreed by
both parties. Impresse agrees that the HP Logo will appear `above the fold'
on the initial page of the Impresse Service. Impresse will adhere to HP's
trademark guidelines for use of the HP Logo. HP reserves the right to require
that the HP Logos be removed from any or all such locations.

4.3 LOGOS. HP and Impresse each will have the right, without separate
charge, to use solely as expressly allowed under the terms of this Agreement
the other Party's Logos. Each Party's use of the other Party's Logos will
adhere to the respective owner's trademark guidelines for such Logos, as
revised from time to time with reasonable notice. Neither Party is granted
any ownership in or, except as expressly provided herein, license to the
trademarks or trade names of the other Party, including the Logos. Each Party
agrees (a) to always identify the other's Logos as being the property of such
other Party, and (b) that all use of the other's Party's Logos will inure to
the benefit of, and be on behalf of, such other Party.

4.4 PROMOTION BY HP. HP will use commercially reasonable efforts to
promote the Impresse Service through HP's marketing activities (including
descriptive material on HP's external e-services web site) as HP's premier
eservices partner for the corporate print procurement marketplace. HP will
use commercially reasonable efforts to promote the Impresse Service to its
internal sales force through field communication vehicles such as e-services
seminars. HP will make the information available as soon as is commercially
reasonable following the Launch Date. The information provided by HP will be
updated periodically subject to Impresse providing HP the Impresse Service
related content.

4.5 PROMOTION BY IMPRESSE. Impresse will promote the Impresse Service as
an HP e-services partner and as `powered by HP' or similar wording as
mutually agreed to by the Parties. Impresse agrees to assist HP to develop
appropriate testimonials, datasheets, "success stories"

* Represents confidential information for which Impresse Corporation is
seeking confidential treatment with the Securities and Exchange Commission.

[CONFIDENTIAL TREATMENT REQUESTED]

and other HP marketing materials for successful implementation of HP-based
solutions in Impresse's business. Impresse agrees to cooperate with HP to
host a reasonable number of visits at Impresse's site by prior arrangement
with Impresse, by other HP customers or prospective customers to view
Impresse's implementation of HP Products. Impresse shall create the marketing
collateral and sales tools for the Impresse Service.

4.6 CO-SELLING. The Parties agree to co-sell the Impresse Service.
Co-selling may include activities such as Impresse participating in HP
e-services seminars and sales training for both HP sales representatives and
distributors, as well as joint account planning, sales calls and mutual
assistance in converting Leads into HP End Users. HP and Impresse each agree
to identify a focal point, such as an E-services program manager, to work
together on co-selling activities. Impresse shall identify initial prospects
in specific geographies and work with the HP focal point to develop a joint
funnel. Impresse will provide at no cost to HP, assistance and training to HP
personnel as may be reasonably requested in order for HP to use, demonstrate
and co-sell the Impresse Service. Impresse will use commercially reasonable
efforts to integrate the Impresse Service with the Ariba Network to
facilitate HP co-selling effort. Impresse shall provide HP with free access
to the Impresse Service including all associated documentation. Such access
shall be for demonstration, training and co-selling purposes.

4.7 LEAD REGISTRATION. HP will notify the Management Team in writing or
by electronic mail of the identity of each thirty party to whom HP is
promoting the Impresse Service (each, a "Lead"). Impresse may reject any Lead
upon a determination in good faith that Impresse is already engaged in
discussions relating to the Impresse Service with such Lead, and provided
that such rejection must be received HP in writing or by electronic mail
within five (5) business days after receipt of the notification of such Lead
from HP. If notification of rejection is not received by HP from Impresse
within five (5) business days, such Lead shall be deemed a "HP REGISTERED
LEAD" for purposes of this Agreement.

5 FEES AND REPORTING

5.1 FEES. In consideration for HP's performance of its obligations
under this Agreement, Impresse shall pay HP within thirty (30) days of the
end of each month, for each HP End User that used the Impresse Service in
such month, an amount equal to [*] of the Individual Net Revenue for such End
User (the "FEES"). The "INDIVIDUAL NET REVENUE" for a particular HP End User
is Net Revenue recognized or accrued by Impresse as a result of the use by
such HP End User of the Impresse Service. Individual Net Revenue includes but
is not limited to: (i) all fees charged to such HP End User for the use of
the Impresse Service; and (ii) any payments made to Impresse, by the HP End
User or any other party, for the use of the Impresse Service in connection
with a transaction in which such HP End User was a participant. The payments
are exclusive of sales, use, service, value added or like taxes, or customs
duties.

5.2 PROMOTIONAL REVENUE. The parties acknowledge that the parties
have agreed to the above Fees based on the understanding that Promotional
Revenue is expected to be [*] of the Total Revenue (the "PROMOTION RATIO"). In
the event that the Promotion Ratio is

* Represents confidential information for which Impresse Corporation is
seeking confidential treatment with the Securities and Exchange Commission.

[CONFIDENTIAL TREATMENT REQUESTED]

[*] or greater, then the parties shall meet and confer in
good faith to renegotiate the Fees to include Promotional Revenue in Net
Revenue.

5.3 REPORTING; INTEREST.

(a) IMPRESSE'S REPORTING. Within fifteen (15) days following
the end of each month of the Term, Impresse will provide to HP a report for
HP to determine the Fees and other amounts agreed to after the Effective Date
to which it is entitled under SECTION 5.1 or otherwise under this Agreement.
Such report will include but is not limited to: (i) the total number of End
Users that used the Impresse Service in such month; (ii) total number of HP
End Users that used the Impresse Service in such month; (iii) the Individual
Net Revenue for each HP End User in such month and (iv) the Fees due to HP
under this Agreement; and (v) the Promotion Ratio.

(b) OVERDUE INTEREST. All amounts due hereunder which are
not paid when due shall accrue interest from the date due until paid at the
per annum rate of ten percent (10%) or the maximum rate permitted by
applicable law, whichever is less.

5.4 TAXES. HP shall be responsible for, and shall pay, all taxes,
duties, charges, fees, deductions or withholdings (other than taxes based on
Impresse's net income) on any amounts payable to HP hereunder.
Notwithstanding the above, no withholding taxes or similar taxes may be
deducted from amounts paid to HP hereunder.

5.5 AUDIT BY HP. Impresse agrees to maintain for at least three (3)
years from the date each payment under this Agreement is due, complete books,
records, invoices and accounts with respect to the amounts due to HP
hereunder. Upon fifteen (15) days prior written notice to Impresse, HP may,
at its own expense, appoint a nationally recognized independent auditor to
audit Impresse's records relevant to this Agreement at Impresse's offices
during normal business hours, solely for the purpose of confirming the
accuracy of the Fees and other amounts payable to HP hereunder. Any such
auditors shall (i) agree to be bound by Impresse's standard nondisclosure
agreement, and (ii) only report to HP whether or not the payments were
accurate, and if not accurate, the amount of the deficiency or surplus, and
(iii) provide the same information to Impresse, as well as their basis for
their conclusions. Such audit may be no more often than once every calendar
year. If an audit reveals an overpayment by Impresse, HP agrees to promptly
refund Impresse for such overpaid amount. If an audit reveals an underpayment
by Impresse, Impresse agrees to promptly pay HP the amount of such
underpayment, together with overdue interest thereon as specified above. In
addition, if such underpayment is greater than 5% of the amounts due for the
period so audited, Impresse will also promptly reimburse HP for the cost of
the audit as evidenced from such independent auditors ▇▇▇▇.

5.6 NON-DISCRIMINATORY TREATMENT. Impresse agrees that the features
which it adds to other portions of its business rather than the Impresse
Service, including the design and architecture of the Impresse Service, will
not be allocated in a manner which intentionally treats HP in a manner which
unreasonably and adversely affects the calculation of Fees. Nothing in the
preceding sentence shall be construed to provide HP with an approval right
related to Impresse's selection of features, additions or changes to the
design and architecture of the Impresse Service. In the event that HP
determines that the calculation of Fees has been unreasonably or adversely

* Represents confidential information for which Impresse Corporation is
seeking confidential treatment with the Securities and Exchange Commission.

affected as set forth herein, the parties shall meet in good faith to
renegotiate the Fees under this Agreement.

6 MANAGEMENT TEAM; OTHER OPPORTUNITIES

6.1 MANAGEMENT TEAM

(a) TEAM MEMBERS. Impresse and HP shall each appoint members
to a project management team to oversee the relationship between the Parties
(the "MANAGEMENT TEAM") and each Party's performance under this agreement.
Each Party shall specify the initial Management Team members within ten days
of the Effective Date. Each Party may substitute members of the Management
Team upon fourteen (14) days prior written notice to the other.

(b) DUTIES. The Management Team shall meet periodically
according to a mutually agreed upon schedule but no less frequently than
every six (6) months. Among the responsibilities of the Management Team shall
be managing the relationship between the Parties with respect to performance
under this Agreement.

Each Party may substitute these contacts upon fourteen (14) days prior
written notice to the other.

6.2 OTHER OPPORTUNITIES. No joint development is contemplated by
virtue of this Agreement. If the Parties agree to participate in joint
development activities, the rights and obligations resulting from such
activities will be covered in a separate agreement.

7 CONFIDENTIAL INFORMATION

7.1 CONFIDENTIAL INFORMATION. During the term of this Agreement,
either Party may receive or have access to technical information, including
without limitation source code, as well as information about product plans
and strategies, promotions, customers and related non-technical business
information which the disclosing Party considers to be confidential and which
is marked as confidential at the time of disclosure or which, if disclosed
orally, is identified as confidential at the time of disclosure and is
followed within thirty (30) days of disclosure with a written memorandum so
stating to the receiving party's Designated Recipient for Notice
("Confidential Information"). Confidential Information will be used by only
those employees of the receiving party who have a need to know such
information for purposes related to this Agreement.

7.2 PROTECTION OF CONFIDENTIAL INFORMATION. The receiving party will
protect any such Confidential Information of the disclosing party from
unauthorized disclosure to third parties with the same degree of care as the
receiving Party uses for its own similar information for a period of three
(3) years from the date of disclosure, unless otherwise provided in this
Agreement. The foregoing restriction will not apply to any information which
is (i) already known by the receiving Party prior to disclosure, (ii)
independently developed by the receiving Party prior to or independent of the
disclosure, (iii) publicly available, (iv) rightfully received

from a third party without a duty of confidentiality, (v) disclosed under
operation of law, or (vi) disclosed by the receiving Party with the
disclosing Party's prior written approval.

8 WARRANTIES

8.1 HP WARRANTIES.

(a) Product warranty period and additional information is
available with Products, on quotations, or upon request.

(b) Products purchased from HP outside the U.S. will receive
the standard warranty in the country of purchase. If Impresse moves such
Products to another country where HP has Support presence, then Impresse will
receive the destination country standard warranty.

(c) Products purchased in the U.S. based on the U.S. list
prices will only receive standard warranty in the U.S., except for Products
with a global warranty. All Products purchased in the U.S. based on
international prices will include a global warranty. A global warranty means
that the Product will include the destination country's standard warranty in
any country where the Product is moved provided that HP has Support presence
in that country.

(d) Additional warranty coverage may be purchased and that
warranty will be limited to the country in which the additional coverage was
purchased. Impresse may receive a different warranty when the Product is
purchased as part of a system. HP reserves the right to change the warranty.
Such changes will affect only new orders.

(e) The warranty period begins on the date of Delivery, or
the date of installation if installed by HP. If Impresse schedules or delays
installation by HP more than 30 days after Delivery, the warranty period
begins on the 31st day after Delivery.

(f) HP warrants HP hardware Products against defects in
materials and workmanship. HP further warrants that HP hardware Products
conform to Specifications. These warranties do not include periodic
recalibration (recommended for some Products), unless specifically covered in
the warranty terms for such Products.

(g) HP warrants that Software will not fail to execute its
programming instructions due to defects in materials and workmanship when
properly installed and used on the Device designated by HP. HP further
warrants that HP owned standard Software will substantially conform to
Specifications. HP does not warrant that Software will operate in hardware
and software combinations selected by Impresse, or meet requirements
specified by Impresse.

(h) HP does not warrant that the operation of Products will
be uninterrupted or error free.

(i) HP warrants that each HP hardware, software, and firmware
Product delivered under the terms and conditions in this Agreement will be
able to accurately process date data

(including, but not limited to, calculating, comparing, and sequencing) from,
into, and between the twentieth and twenty-first centuries, and the years
1999 and 2000, including leap year calculations, when used in accordance with
the Product documentation provided by HP (including any instructions for
installing patches or upgrades), provided that all other products (e.g.
hardware, software, firmware) used in combination with such Product(s)
properly exchange date data with it. If the Specifications require that
specific Products must perform as a system in accordance with the foregoing
warranty, then that warranty will apply to those HP Products as a system, and
Impresse retains sole responsibility to ensure the Year 2000 readiness of its
information technology and business environment. The duration of this
warranty extends through January 31, 2001. To the extent permitted by local
law, this warranty applies only to branded HP Products and not to products
manufactured by others that may be sold or distributed by HP. This warranty
Section 8.1 (i) applies only to HP Products shipped after July 01, 1998. The
remedies applicable to this Section, 8.1 (i), are those provided in Section
8.1 j) below. Nothing in this warranty will be construed to limit any rights
or remedies provided elsewhere in the terms and conditions of this Agreement
with respect to matters other than Year 2000 compliance.

(j) If HP receives notice of defects or non-conformance to
hardware Specifications, or substantial non-conformance to HP owned standard
Software Specifications during the warranty period, HP will, at its option,
repair (and recalibrate only as necessitated by repairs), or replace the
affected Products. If HP is unable, within a reasonable time, to repair,
replace or correct a defect or non-conformance in a Product to a condition as
warranted, Impresse will be entitled to a refund of the purchase price upon
prompt return of the Product to HP. Impresse will pay expenses for return of
such Products to HP. HP will pay expenses for shipment of repaired or
replacement Products, except for Products returned to Impresse from another
country.

(k) HP warrants that Support will be provided in a
professional and workmanlike manner. HP will replace, at no charge, parts
which are defective and returned to HP within 90 days of delivery.

(l) Some newly manufactured Products may contain and Support
may use remanufactured parts which are equivalent to new in performance.

(m) The above warranties do not apply to defects resulting
from improper or inadequate maintenance or calibration by Impresse; Impresse
or third party supplied software, interfacing or supplies; unauthorized
modification; improper use or operation outside of the Specifications for the
Product; abuse, negligence, accident, loss or damage in transit; improper
site preparation; or unauthorized maintenance or repair.

(n) THE ABOVE WARRANTIES ARE EXCLUSIVE AND NO OTHER WARRANTY,
WHETHER WRITTEN OR ORAL, IS EXPRESSED OR IMPLIED. HP SPECIFICALLY DISCLAIMS
THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE.

8.2 IMPRESSE WARRANTIES. Impresse represents and warrants to HP that
(a) Impresse has full power and authority to enter into and perform this
Agreement, and (b) neither Impresse's entering nor performing this Agreement
will violate any right of, or breach any obligation to, any third party under
any agreement or arrangement between Impresse and such third party. EXCEPT
FOR THE WARRANTIES PROVIDED ABOVE, IMPRESSE MAKES NO WARRANTIES, WHETHER
EXPRESS OR IMPLIED, TO ANY PERSON OR ENTITY WITH RESPECT TO THE IMPRESSE
SERVICE AND IMPRESSE DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT
LIMITATION THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE AND NON-INFRINGEMENT.

9 INDEMNIFICATION

9.1 IMPRESSE INDEMNITY.

(a) Impresse will indemnify, defend and hold harmless HP
and its affiliates, suppliers and agents from any liability, damages or costs
(including reasonable attorneys' fees and expenses) arising from, or relating
to, a claim (a) that the Impresse Service, including any technology or method
therein and any product or service provided by Impresse thereunder, violates
the intellectual property rights of a third party, or (b) by a third party
arising from (i) the operation of the Impresse Service or any related product
or service, or (ii) Impresse's advertising and marketing of HP's and
Impresse's joint activities, provided HP

1) promptly notifies Impresse in writing; and

2) cooperates with Impresse in, and grants Impresse sole
control of the defense or settlement.

(b) Impresse has no obligations for any claim of
infringement arising from

1) Products, or the combination of such items into the
Impresse Service, provide such combination is indicated under the applicable
Product documentation or if such claim would have been avoided if such
Product had not been so included

2) any modification of the Impresse Service by HP if
such claim would have been avoided if such modifciation had not occurred, and

3) any HP Logos or other materials provided by HP.

9.2 HP INDEMNITY

(a) HP will defend or settle any claim against Impresse, that
Products or Support (excluding Custom Products and Professional Services),
delivered under the terms and conditions of this Agreement infringe a patent,
utility model, industrial design, copyright, trade

secret, mask work or trademark in the country where Products are used, sold
or receive Support, provided Impresse

3) promptly notifies HP in writing; and

4) cooperates with HP in, and grants HP sole control of the defense
or settlement.

(b) HP will pay infringement claim defense costs, settlement
amounts and court-awarded damages. If such a claim appears likely, HP may
modify the Product, procure any necessary license, or replace it. If HP
determines that none of these alternatives is reasonably available, HP will
refund Impresse's purchase price upon return of the Product if within one
year of Delivery, or the Product's net book value thereafter.

1) HP's compliance with Impresse's designs, specifications or
instructions;

2) HP's use of technical information or technology provided by
Impresse;

3) Product modifications by Impresse or a third party;

4) Product use prohibited by Specifications or related application
notes; or

5) use of the Product with products not supplied by HP.

(d) These terms state HP's entire liability for claims of
intellectual property infringement.

10 LIABILITY LIMITATIONS

10.1 HP Liability Limitations

(a) Products are not specifically designed, manufactured or
intended for sale as parts, components or assemblies for the planning,
construction, maintenance, or direct operation of a nuclear facility.
Impresse is solely liable if Products or Support purchased by Impresse are
used for these applications. Impresse will indemnify and hold HP harmless
from all loss, damage, expense or liability in connection with such use.

(b) To the extent HP is held legally liable to Impresse under this
Agreement, HP's liability is limited to:

1) payments described in Sections 8 and 9 above;

2) damages for bodily injury;

3) direct damages to tangible property up to a limit of
U.S.$750,000;

4) other direct damages for any claim based on a material breach
of Support services, up to a maximum of 12 months of the related Support charges
paid by Impresse during the period of material breach; and

5) other direct damages for any claim based on a material
breach of any other term of the terms and conditions of this Agreement, up to
a limit of U.S.$750,000 or the amount paid to HP for the associated Product,
whichever is less.

(c) Notwithstanding Section 10 b) above, in no event will HP or
its affiliates, subcontractors or suppliers be liable for any of the
following:

1) actual loss or direct damage that is not listed in 10.1b)
above;
2) damages for loss of data, or software restoration;
3) damages relating to Impresse's procurement of substitute
products or services (i.e., "cost of cover"); or
4) incidental, special or consequential damages (including
downtime costs or lost profits, but excluding payments described in Section 9
above and damages for bodily injury).

(d) THE REMEDIES IN THIS AGREEMENT ARE IMPRESSE'S SOLE AND
EXCLUSIVE REMEDIES.

10.2 Impresse Liability Limitations

(a) To the extent Impresse is held legally liable to HP under this
Agreement, Impresse's liability is limited to:

6) payments described in Sections 8 and 9 above;

7) damages for bodily injury;

8) direct damages to tangible property up to a limit of U.S.
$750,000;

9) other direct damages for any claim based on a material breach
of any other term of the terms and conditions of this Agreement, up to a limit
of U.S.$750,000.

(b) Notwithstanding Section 10.2 b) above, in no event will
Impresse or its affiliates, subcontractors or suppliers be liable for any of
the following:

1) actual loss or direct damage that is not listed in 10.2b)
above;

2) damages for loss of data, or software restoration;

3) damages relating to HP's procurement of substitute products
or services (i.e. "cost of cover")

4) incidental, special or consequential damages (including
downtime costs or lost profits, but excluding payments described in Section 9
above and damages for bodily injury).

THE REMEDIES IN THIS AGREEMENT ARE HP'S SOLE AND EXCLUSIVE REMEDIES.

11 TERM AND TERMINATION

[CONFIDENTIAL TREATMENT REQUESTED]

11.1 TERM. This Agreement shall expire at the end of the Term
unless the Parties agree to extend the Term.

11.2 TERMINATION FOR BREACH. Either Party may terminate this
Agreement if:

(a) The other Party is in material breach of this Agreement
and fails to cure such breach within forty five (45) days of
notice by the terminating Party of such breach; or

(b) The other Party becomes the subject of a petition in
bankruptcy, whether voluntary or involuntary, which if
involuntary is not dismissed within sixty (60) days, or becomes
insolvent, or ceases to do business in the normal course.

11.3 TERMINATION DUE TO FAILURE TO ACHIEVE MINIMUM FEES. Either
Party may terminate this Agreement upon thirty (30) days written notice to
the other Party, if the total Fees received by HP for each calendar years
listed below do not equal the amounts as follows:

(a) calendar year 2000 [*]

(b) calendar year 2001 [*]

(d) calendar year 2003 [*]

11.4 TERMINATION DUE TO A CHANGE OF CONTROL. HP may terminate this
Agreement if any "person" or "group" (as such terms are used in Sections
13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), which is
a Competitor of HP, shall own or control by proxy or otherwise, or shall be a
party to any agreement or arrangement to obtain any right to acquire, a
majority of the total Voting Securities of Impresse. "VOTING SECURITIES"
means all of the capital stock of Impresse which is entitled to vote for the
election of directors, all warrants, options, and other rights to immediately
acquire such voting capital stock, and all other securities of Impresse which
are immediately convertible at the option of the holder into any class of
such voting capital stock.

11.5 COMPENSATION FOR TERMINATION DUE TO A CHANGE OF CONTROL Upon
termination under SECTION 11.4 above, Impresse will pay to HP, HP's monetary
investment (excluding equity investment, if any, made by HP in Impresse under
the terms of a separate agreement) plus thirteen percent (13%) compound
interest, less net revenues paid to HP during the term of the Agreement. Such
amount is due fifteen (15) days after termination.

11.6 SURVIVAL. Termination or expiration of this Agreement shall not
affect Impresse's obligation to pay all Fees and other amounts due to HP
hereunder accrued prior to termination (or, where applicable, after
termination). Neither the expiration nor termination of this Agreement
(however occasioned) shall affect SECTIONS 1, 7, 8, 9, 10, 11, AND 12 each of
which shall continue in full force and effect.

12 MISCELLANEOUS

* Represents confidential information for which Impresse Corporation is
seeking confidential treatment with the Securities and Exchange Commission.

12.1 HEADINGS; PLURAL TERMS. Headings in this Agreement are for
convenience of reference only and are not part of the substance hereof. All
terms defined in this Agreement in the singular form shall have comparable
meanings when used in the plural form and VICE VERSA.

12.2 GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of California, without
regard to its provisions concerning the applicability of the laws of other
jurisdictions and without regard to the United Nations Convention on the
International Sale of Goods.

12.3 CONSTRUCTION. This Agreement is the result of negotiations
among, and has been reviewed by, HP, Impresse and their respective counsel.
Accordingly, this Agreement shall be deemed to be the product of both
Parties, and no ambiguity shall be construed in favor of or against HP or
Impresse.

12.4 ENTIRE AGREEMENT; PRIORITY. This Agreement constitutes and
contains the entire agreement of HP and Impresse and supersedes any and all
prior agreements, negotiations, correspondence, understandings and
communications between the Parties, whether written or oral, respecting the
subject matter hereof. This Agreement shall supersede any provision of any
purchase order or other document submitted by Impresse or any invoice or
other document provided by HP hereunder, notwithstanding any provision in
such purchase order or document to the contrary In the event of any conflict
between the terms and conditions of this Agreement and the terms and
conditions of any Exhibits attached hereto or incorporated herein, the terms
and conditions of this Agreement shall take precedence.

12.5 OTHER INTERPRETIVE PROVISIONS. References in this Agreement to
"Sections," and "Exhibits" are to sections and exhibits herein and hereto
unless otherwise indicated. The words "include" and "including" and words of
similar import when used in this Agreement shall not be construed to be
limiting or exclusive.

12.6 NON-RESTRICTIVE RELATIONSHIP. This Agreement does not prevent
either Party from (a) entering into similar agreements with others, whether
or not in the same industry, or (b) independently developing (without breach
of SECTION 7) materials, products and services the same as or similar to the
materials, products or services provided by the other Party hereunder.

12.7 NO PUBLICATION. Except with the prior written consent of both
Parties (a) neither Party may publicize or disclose to any third party the
terms of this Agreement, and (b) no press releases may be made regarding this
Agreement or the relationship of the Parties.

12.8 RELATIONSHIP OF THE PARTIES. Notwithstanding any provision
hereof, this Agreement does not create, and is not intended to create, a
joint venture, partnership or agency relationship between the Parties. For
all purposes of this Agreement, each Party shall be and act as an independent
contractor and not as partner, joint venturer, or agent of the other and
shall not bind nor attempt to bind the other to any contract. Neither Party
shall have any responsibility or liability of any kind to any subcontractors
or third parties providing services to or for the benefit of the other Party.
Each Party shall be free to manage and control its business as it sees fit,

without the management, control or assistance of the other Party, except as
otherwise prescribed herein.

12.9 OWNERSHIP. Neither Party is granted any right, title nor
interest to intellectual property owned by the other Party, either express or
implied, except as may be explicitly provided herein.

12.10 EXPORT ADMINISTRATION. It is Impresse's responsibility to
comply with all relevant export control laws and regulations of the United
States with respect to the Impresse Service and the products and services
provided by HP to Impresse hereunder, and to assure that such products are
not (a) exported, directly or indirectly, in violation of such export control
laws, or (b) intended to be used for any purposes prohibited by such export
control laws, including, without limitation, nuclear, chemical or biological
weapons proliferation.

12.11 ASSIGNMENT/SALE.

(a) GENERALLY. Either party, or its permitted successive
assignees or transferees, may assign or transfer this Agreement or delegate any
rights or obligations hereunder and thereunder without consent of the other: (i)
to any entity controlled by, or under common control with, such Party, or its
permitted successive assignees or transferees; or (ii) in connection with a
merger, reorganization, transfer, sale of assets or product lines, or change of
control or ownership of such Party, or its permitted successive assignees or
transferees; PROVIDED that if Impresse assigns this Agreement to a Competitor of
HP, HP has the option to terminate this Agreement as set forth in Section 11.4.
Except as provided above, this Agreement may not be assigned or delegated by
either Party without the prior written consent of the other Party.

(b) GENERALLY. Without limiting the foregoing, this Agreement
will be binding upon and inure to the benefit of the Parties and their permitted
successors and assigns. Any permitted successor or assign shall execute such
instruments and agreements as the non-assigning Party shall reasonably request
to evidence the assumption by the assignee of all of the obligations of the
assigning party hereunder.

12.12 NOTICES. All notices that are required to be given under
this Agreement shall be in writing and shall be sent to the respective
address set forth below, or such other address as each Party may designate by
notice given in accordance with this Section. Any such notice may be
delivered by hand, by overnight courier, by first class pre-paid letter or by
facsimile transmission, and shall be deemed to have been received: (a) by
hand delivery, at the time of delivery; (b) by overnight courier, on the
succeeding business day; (c) by first class mail, two business days after the
date of mailing; and (d) by facsimile, immediately upon confirmation of
transmission provided a confirmatory copy is sent by first class pre-paid, by
overnight courier or by hand by the end of the next business day.

NOTICES.

For HP: For Impresse:
Hewlett-Packard Company Impresse Corporation.
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Telephone: ▇▇▇-▇▇▇-▇▇▇▇ Telephone: ▇▇▇-▇▇▇-▇▇▇▇
Facsimile: ▇▇▇-▇▇▇-▇▇▇▇ Facsimile: ▇▇▇-▇▇▇-▇▇▇▇

With a copy of all notices (other
than notices of a primarily technical
nature) to:
Hewlett-Packard Legal Chief Financial Officer
Hewlett-Packard Company ImpresseCorporation
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ 9501 ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Telephone: ▇▇▇-▇▇▇-▇▇▇▇ Telephone: ▇▇▇-▇▇▇-▇▇▇▇
Facsimile: ▇▇▇-▇▇▇-▇▇▇▇

12.13 WAIVER AND MODIFICATION. The failure of either Party to
enforce its rights under this Agreement at any time for any period shall not
be construed as a waiver of such rights. No changes, modifications or waivers
are to be made to this Agreement unless evidenced in writing and signed for
and on behalf of both Parties by an authorized representative.

12.14 SEVERABILITY. If any provision in this Agreement is found
or held to be invalid or unenforceable, then the meaning of such provision
shall be construed, to the extent feasible, so as to render the provision
enforceable, and if no feasible interpretation would save such provision, it
shall be severed from the remainder of this Agreement which shall remain in
full force and effect. However, if the severed provision is essential and
material to the rights or benefits received by either Party, the Parties
shall use their best efforts to negotiate, in good faith, a substitute, valid
and enforceable provision or agreement which most nearly effects their intent
in entering into this Agreement.

12.15 FORCE MAJEURE. Nonperformance of either Party will be
excused to the extent that performance is rendered impossible by earthquake,
strike, fire, flood, governmental acts or order or restrictions or other
similar reason where failure to perform is beyond the control and not caused
by the negligence of the non-performing Party, PROVIDED that the
non-performing Party gives prompt notice of such conditions to the other
Party and makes all reasonable efforts to perform.

12.16 JURISDICTION; PREVAILING PARTY. Any legal action or
proceeding relating to this Agreement shall be instituted in a state or
federal court in, Santa ▇▇▇▇▇ County, California. In any action or proceeding
to enforce rights under this Agreement, the prevailing Party will be entitled
to recover costs and attorneys fees.

12.17 EXHIBITS. The attached Exhibits are hereby incorporated
into this Agreement:

Exhibit A Porting Requirements and Terms

Exhibit B Project Schedule

Exhibit C Account Managers

Exhibit D Product Discount

Exhibit E16 HP Terms and Conditions of Sales and Service

Exhibit SS HP System Support Options

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the
Effective Date.

HEWLETT-PACKARD COMPANY IMPRESSE CORPORATION.

By: By:
--------------------------------- -------------------------------

Name: Name:

Title: Title:

EXHIBIT A
PORTING REQUIREMENTS AND TERMS

1. "HP EQUIPMENT" means the following equipment provided to Impresse by HP
to assist Supplier in its porting obligations under the Agreement:

2 HP9000 R390 SERVERS for porting, including Web QoS 2.0, HP-UX, CD-Rom disk,
100 BaseT LAN connection.

2. TERMS OF EQUIPMENT LOAN

1. LOAN OF EQUIPMENT. HP hereby loans to Impresse, for the applicable
Loan Term defined below, the HP Equipment as defined above. HP may, from time
to time, add, upgrade, or remove HP Equipment from Impresse's site during the
Loan Term. All HP Equipment received by Impresse during the Loan Term will be
described in an amendment to this Exhibit A signed by both parties. Impresse
agrees, by its receipt of HP Equipment, that all HP Equipment is subject to
the provisions of this Agreement.

2. LOAN TERM FOR PORT. The terms of this Exhibit A with respect to the
HP Equipment will begin as of the Effective Date and run for a term of nine
(9) months (the "Port Loan Term"), unless earlier terminated by HP or
Impresse upon thirty (30) days written notice to the other. HP may in writing
extend the Port Loan Term, or establish a separate Term with respect to
particular items of HP Equipment.

3. USE FOR PORT. Impresse may use the HP Equipment solely in to port
the Impresse Service to the HP-UX computer systems as set forth in the
Agreement. Impresse may not move any HP Equipment from the location specified
in the HP Equipment Schedule without the prior written consent of HP.
Impresse's right to use the HP Equipment is non-transferable.

4. SOFTWARE AND DOCUMENTATION. All software provided with the HP
Equipment is hereby licensed to Impresse under HP's standard Software License
Terms. If Impresse requires a license to use any software other than as
stated in the Software License Terms, that license must be specified in a HP
Equipment Schedule. Any documentation listed in the HP Equipment Schedule is
licensed to Impresse for its use solely for the purposes stated in Section 3
above. If Impresse wishes to make copies of any documentation, it must first
obtain HP's prior written consent.

5. OWNERSHIP. HP retains all right, title and ownership to the HP
Equipment, unless any such HP Equipment is purchased by Impresse. Impresse
hereby nominates and appoints HP as its attorney-in-fact for the sole purpose
of executing and filing, on Impresse's behalf, UCC-1 financing statements
(and any appropriate amendments thereto) or a suitable substitute document
(including this Agreement) under the provisions of the Uniform Commercial
Code for the HP Equipment loaned to Impresse hereunder. If requested by HP,
Impresse will affix any label or marking supplied by HP evidencing HP's
ownership of the HP Equipment. HP may, from time to time, inspect the HP
Equipment. Impresse may not sell, transfer, assign, pledge, or in any way
encumber or convey the HP Equipment or any portion or component of such
equipment.

6. WARRANTY DISCLAIMER. ALL HP EQUIPMENT IS PROVIDED "AS IS", WITHOUT
WARRANTY OF ANY KIND, WRITTEN OR ORAL, EXPRESS OR IMPLIED, INCLUDING BUT NOT
LIMITED TO ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE. Impresse understands that some newly manufactured HP Equipment may
contain remanufactured parts equivalent to new in performance.

7. INDEMNIFICATION. Impresse hereby agrees to defend, indemnify and
hold HP harmless from any claims or suits against HP arising from Impresse's
use of the HP Equipment, including use by its employees, agents or
subcontractors. Impresse will pay all costs, damages, losses and expenses
(including reasonable attorneys' fees) incurred by HP and will pay any award
with respect to any such claim or agreed to in any settlement.

8. MAINTENANCE. During the Term, Impresse will maintain all HP
Equipment in good operating order and condition. All maintenance must be
provided by personnel authorized by HP. HP will provide standard
installation, support and maintenance for the HP Equipment at HP's standard
rates to Impresse during the Term; however, all maintenance costs and
expenses due to Impresse's negligence will be borne by Impresse. Impresse
will be responsible for providing HP personnel ready and safe access to the
HP Equipment for such maintenance and support.

9. RISK OF LOSS. Impresse will bear all risk of loss with respect to
the HP Equipment from receipt until such HP Equipment is returned to HP. All
HP Equipment returned to HP must include the same components as received by
Impresse, and must be in good operating order and condition. Charges may be
imposed by HP if Impresse fails to return the HP Equipment in such condition
or within the return timeframe set forth herein.

10. SHIPPING COSTS. Unless otherwise agreed in writing by HP, Impresse
will be responsible for and pay all delivery, freight and rigging charges,
all taxes and duties, and all other shipping costs and expenses with respect
to the delivery or return of any HP Equipment hereunder.

11. LIMITATION OF LIABILITY. HP WILL NOT BE LIABLE FOR ANY DIRECT,
INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON
CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, ARISING OUT OF THIS EXHIBIT A OR
IMPRESSE'S USE OF THE HP EQUIPMENT.

12. TERMINATION. Upon expiration or earlier termination of the Port Loan
Term, Impresse will return to HP all HP Equipment within 10 work days. HP may
permit Impresse to purchase certain items of the HP Equipment upon
termination under the purchase terms set forth below. In the event that
Impresse is permitted to purchase any of the HP Equipment and fails to return
that Equipment to HP upon expiration of the Port Loan Term within such 10-day
period, Impresse will be deemed to have elected to purchase the HP Equipment,
and HP will invoice Impresse accordingly.

EXHIBIT B

PROJECT SCHEDULE

------ --------------------------------------------- --------------------------------
DELIVERABLE DUE DATE
------ --------------------------------------------- --------------------------------

A Impresse requests shipment of Within 1 month of Effective Date
equipment specified in Exhibit A
------ --------------------------------------------- --------------------------------
B HP 9000 Servers identified in ASAP after item A due date.
Exhibit A delivered to Impresse
------ --------------------------------------------- --------------------------------
C Launch Date September 6, 1999
------ --------------------------------------------- --------------------------------
D Port of Impresse Service to HP-UX Within 6 months of item B due
complete (including QA and testing) date.
------ --------------------------------------------- --------------------------------
E Impresse Service operating on HP- Within 8 months of item B due
UX platform as set forth in Section date.
3.1
------ --------------------------------------------- --------------------------------

EXHIBIT C

ACCOUNT MANAGERS

Impresse HP

Name ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Ph.D. Name ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇/▇▇▇▇ ▇▇▇▇▇▇▇▇

Address ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Address ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇.
▇▇

▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

Telephone Number ▇▇▇ ▇▇▇ ▇▇▇▇ Telephone Number ▇▇▇ ▇▇▇ ▇▇▇▇

Fax Number ▇▇▇ ▇▇▇ ▇▇▇▇ Fax Number ▇▇▇ ▇▇▇ ▇▇▇▇

Email Address ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ EmailAddress ▇▇▇▇▇_▇▇▇▇▇▇▇▇▇@▇▇.▇▇▇,
▇▇▇▇_▇▇▇▇▇▇▇@▇▇.▇▇▇

[CONFIDENTIAL TREATMENT REQUESTED]

EXHIBIT D
PRODUCT DISCOUNTS

A. Impresse will receive the following discounts on the Products indicated
solely on purchases made under this Agreement within one (1) year after
effective date:

PRODUCT DISCOUNT
--------------------------------------------------------------------------------------- ----------------------

HP9000 Servers
--------------------------------------------------------------------------------------- ----------------------
K, N, V and L class systems and future systems of similar size and performance [*]
--------------------------------------------------------------------------------------- ----------------------
A, R class systems and future systems of similar size and performance [*]
--------------------------------------------------------------------------------------- ----------------------

B. HP will provide Impresse with an enterprise storage solution at a
maximum per MB rate of [*]. This negotiated price point is based upon the
purchase by Impresse of a fully configured XP256 disk array with the
following components and features:

1 - XP256 DKC
4 - XP256 DKU
9.2 TB Raw Capacity
8.1 TB Usable Capacity
62 - 36.9GB Array Groups
8 - 1 GB cache
4 - 128MB shared memory
4 - ACP pairs
2 - CHIP pair
1 - LUN Configuration Mgr XP
1 - Business Copy XP
1 - RAID Mgr XP
1 - LUN Configuration Manager XP
1 - Remote Control XP

Note: The 36.9GB disk drives quoted are to be replaced with 45GB disk
drives upon product availability.

The total price for the proposed XP256 Disk Array is [*] (i.e., [*]). The
initial purchase for the configured XP256 will be [*]. The terms provided in
this paragraph B will apply only to a purchase of an enterprise storage
solution prior to one (1) year after the Effective Date.

C. HP reserves the right to add products to this Exhibit D as they become
available on HP's corporate price list, and likewise, HP reserves the right
to delete products off of this Exhibit D as they are obsoleted from HP's
corporate price list.

* Represents confidential information for which Impresse Corporation is
seeking confidential treatment with the Securities and Exchange Commission.

EXHIBIT E16
HP TERMS AND CONDITIONS OF SALES AND SERVICES

HP's sale of Products and Support and HP's license of Software are
governed by these HP Terms and Conditions of Sale and Service.

1. PRICES

a) Prices include Delivery charges, unless otherwise indicated on the
quotation, and are valid for the period indicated on the quotation or
for the applicable purchase agreement ordering period, whichever expires
first. Prices remain valid for 180 days from the original order date
unless otherwise indicated on the quotation. Change orders that extend
Delivery beyond those validity periods become new orders at prices in
effect when HP receives the change orders. Support prices, except for
Custom and prepaid Support, may be changed by HP upon 60 days written
notice.

b) Prices are exclusive of, and Impresse will pay, applicable sales, use,
service, value added or like taxes, unless Impresse has provided HP with
an appropriate exemption certificate for the Delivery jurisdiction.

2. ORDERS

a) Impresse will specify Ship To addresses within the country where the
order is placed, unless otherwise agreed.

b) Impresse may cancel orders for Products (except Custom Products) prior
to shipment at no charge. Impresse will pay all charges for returning
Products to HP's shipping location if Product orders are cancelled after
shipment.

3. DELIVERY

HP will make reasonable efforts to meet Impresse's Delivery requirements.
If HP is unable to meet Impresse's Delivery requirements, alternative
arrangements may be agreed. In the absence of such agreement, Impresse's
sole remedy is to cancel the order.

4. SHIPMENT AND RISK OF LOSS

HP will ship according to HP's standard commercial practice, and risk of
loss and damage will pass to Impresse at Ship To address. If special
packing or shipping instructions are agreed, charges will be billed
separately to Impresse, and risk of loss and damage will pass to Impresse
on delivery to Impresse's carrier.

5. INSTALLATION AND ACCEPTANCE

a) Product installation information is available with Products, on
quotations or upon request. Installation by HP, when included in the
purchase price, is complete when the Product passes HP's installation
and test procedures.

b) For Products with installation included in the purchase price,
acceptance by Impresse occurs upon completion of installation by HP. For
Products without installation included in the purchase price, acceptance
by Impresse occurs upon Delivery, and will be presumed unless Impresse
demonstrates within 14 days after Delivery that the Product does not
pass HP's established test procedures or programs.

c) If Impresse schedules or delays installation by HP more than 30 days
after Delivery, Impresse acceptance of the Product(s) will occur on the
31st day after Delivery.

6. PAYMENT

a) Payment terms are subject to HP credit approval. Payment is due 30 days
from HP's invoice date. Invoices for contractual support services and
maintenance will be issued in advance of the Support period. HP may
change credit or payment terms at any time when, in HP's opinion,
Impresse's financial condition, previous payment record, or the nature
of Impresse's relationship with HP so warrants.

b) HP may discontinue performance if Impresse fails to pay any sum due, or
fails to perform under this or any other HP agreement if, after 10 days
written notice, the failure has not been cured.

c) Title to hardware Products will pass upon the later of full payment or
Delivery of Products.

7. SUPPORT

a) Impresse may order Support from HP's then current Support offering. Some
Support (and related Products) may not be available in all countries.
Orders for Support are subject to the terms of the Support exhibit or
quotation in effect on the date of order.

b) To be eligible for Support, Products must be at current specified
revision levels and, in HP's reasonable opinion, in good operating
condition.

c) HP may, at no additional charge, modify Products to improve operation,
supportability and reliability, or to meet legal requirements.

d) Relocation of Products is Impresse's responsibility. Relocation may
result in additional Support charges and modified service response
times. Support of Products moved to another country is subject to
availability.

e) HP will provide Support for products not supplied by HP when approved by
HP in writing. HP will provide Support for HP Products when Impresse
allows HP to perform modifications if requested by HP under Section 8.
c) above. Impresse is responsible for removing any products not eligible
for Support to allow HP to perform Support services. If Support services
are made more difficult because of such product(s), HP will charge
Impresse for the extra work at HP's standard rates.

f) Support does not cover any damage or failure caused by:

1) use of non-HP media, supplies and other products; or

2) site conditions that do not conform to HP's site specifications; or

3) neglect, improper use, fire or water damage, electrical
disturbances, transportation by Impresse, work or modification by
people other than HP employees or subcontractors, or other causes
beyond HP's control; or

4) inability of any non-HP products in Impresse's environment to
correctly process, provide or receive date data (i.e.,
representations for month, day, and year), and to properly exchange
date data with the Products supplied by HP.

g) Impresse is responsible for maintaining a procedure external to the
Products to reconstruct lost or altered Impresse files, data or
programs. Impresse will have a representative present when HP provides
Support services at Impresse's site. Impresse will notify HP if Products
are being used in an environment which poses a potential health hazard
to HP employees or subcontractors; HP may require Impresse to maintain
such Products under HP supervision.

h) Impresse may delete Products under Support or cancel Support orders upon
30 days written notice. Upon 60 days written notice, HP may cancel
Support orders or delete Products no longer included in HP's Support
offering.

8. LICENSES

"Use" means storing, loading, installing, executing or displaying Software
on a Device.

"Software License" means the Use authorization(s) for the Software
specified by HP in its quotation, invoice or other documentation. Each
Software License has a corresponding License Fee.

"License Fee" means the fee or fees designated by HP for Use of Software.
Different License Fees may apply to particular Software if more than one
Software License is available for that Software.

a) In return for the License Fee, HP grants Impresse a non-exclusive
license to Use the Software listed in Impresse's order in conformance
with the applicable Software License. Details of the types of Software
Licenses offered are available from HP on request. If no Software
License is specified, then, in return for the applicable fee, HP grants
Impresse a license to Use one copy of the Software on one Device at any
one time. All Software Licenses will be perpetual unless terminated,
transferred or otherwise specified.

If Impresse is an HP authorized reseller, Impresse may sublicense the
Software to an end-user for its Use, or (if applicable) sublicense the
Software to an HP authorized reseller for subsequent distribution to an
end-user for its Use. These sublicenses must incorporate

the terms of this Section 10 in a written sublicense agreement, which
will be made available to HP upon request.

b) Unless otherwise permitted by HP, Impresse may only make copies or
adaptations of the Software for archival purposes or when copying or
adaptation is an essential step in the authorized Use of the Software on
a backup Device, provided that copies and adaptations are used in no
other manner and provided further that the Use on the backup Device is
discontinued when the original or replacement Device becomes operable.

c) Impresse must reproduce all copyright notices in or on the original
Software on all permitted copies or adaptations. Impresse may not copy
the Software onto any public or distributed network.

d) Bundled Software or Firmware provided to Impresse may only be used when
operating the associated Device in configurations as sold or
subsequently upgraded by HP. Impresse may transfer Firmware only upon
transfer of the associated Device.

e) Updates, upgrades or other enhancements are available under HP Support
agreements. HP reserves the right to require additional licenses and
fees for Use of the Software on upgraded Devices.

f) The Software is owned and copyrighted by HP or by third party suppliers.
Impresse's license confers no title or ownership and is not a sale of
any rights in the Software, its documentation, or the media on which
they are recorded or printed. Third party suppliers may protect their
rights in the Software in the event of any infringement.

g) Impresse will not disassemble or decompile the Software without HP's
prior written consent. Where Impresse has other rights under statute,
Impresse will provide HP with reasonably detailed information regarding
any intended disassembly or decompilation. Impresse will not decrypt the
Software unless necessary for legitimate use of the Software.

h) Impresse's Software License is transferable subject to HP's prior
written authorization and payment to HP of any applicable fees. Impresse
will immediately upon transfer deliver all copies of the Software to the
transferee. The transferee must agree in writing to the terms of
Impresse's license. All license terms will be binding on involuntary
transferees, notice of which is hereby given. Impresse's license will
automatically terminate upon transfer.

i) HP may terminate Impresse's or any transferee's or sublicensee's
Software License upon notice for failure to comply with any applicable
license terms. Immediately upon termination, the Software and all copies
of the Software will be destroyed or returned to HP. Copies of the
Software that are merged into adaptations, except for individual pieces
of data in Impresse's or transferee's or sublicensee's data base, will
be removed and destroyed or returned to HP. With HP's written consent,
one copy of the Software may be retained subsequent to termination for
archival purposes.

j) If the Software is licensed for use in the performance of a U.S.
government prime contract or subcontract, Impresse agrees that Software
is delivered as "Commercial computer software" as defined in DFARS
252.227-7013 (Oct 1988), DFARS 252.211-7015 (May 1991) or DFARS
252.227-7014 (Jun 1995), or as a "commercial item" as defined in FAR
2.101(a), or as "Restricted computer software" as defined in FAR
52.227-19 (Jun 1987), whichever is applicable. Impresse agrees that the
regulations and obligations in Exhibit U1 apply to all such Software and
that the Software is adequately marked when the Restricted Rights legend
in Exhibit U1 is affixed to the Software media. Impresse further agrees
that the Software has been developed entirely at private expense.

9. GENERAL

a) Transactions may be conducted through Electronic Data Interchange
("EDI") or other electronic methods, as agreed.

b) HP will not be liable for performance delays or for non-performance, due
to causes beyond its reasonable control.

g) Provisions herein which by their nature extend beyond the termination of
any sale or license of Products or Support will remain in effect until
fulfilled.

h) Impresse's purchase or license of Products and Support will constitute
Impresse's acceptance of these HP Terms and Conditions of Sale and
Service, which may not be changed except by an amendment signed by an
authorized representative of each party.

EXIBIT SS
HP SYSTEM SUPPORT OPTIONS

HP System Support Options are governed by this Exhibit and the (HP)
Terms and Conditions of Sale and Service or HP Business Terms.

1. SERVICES INCLUDED

HP System Support Options are offered in one year and three year
increments. HP System Support Options provide the following features for HP
Products. Not all of the features are offered with every option or
supported Product. Features for each option will be provided as described
in the specifications sheet for HP System Support Options. Some service
features have prerequisites. Service features may include one or more of
the following:

- On-site hardware support during warranty
- Flexible call submittal
- Phone-in software assistance
- License to Use software updates
- Software media and documentation updates
- HP SupportLine electronic support
- Escalation management
- Remote support (for selected HP Products)
- HP PowerPatch tapes (for selected HP Products)
- Assigned account support engineer
- Assigned HP Response Center account advocate
- Patch management assistance
- Operational reviews
- System release planning seminars and assistance
- Installation of software updates
- Installation, configuration, and verification of systems and network

2. PREREQUISITES

HP reserves the right to make the final judgment as to whether Impresse
adequately meets the prerequisites for HP System Support Options outlined
in this exhibit.

a. MINIMUM SYSTEM CONFIGURATION. Except for systems capable of diagnostic
self-test, HP System Support Options require, at a minimum, that a
system include a central processing unit (CPU), a peripheral capable of
reading standard HP diagnostics and verification tests, and a peripheral
that allows HP to interact fully with the covered Products.

b. UNIFORM COVERAGE. All Products that constitute the minimum system
configuration must be covered at the same HP System Support Options
service level.

Options 0S0 - 0S6 AND 3Y0 - 3Y6 may not be combined on the same contract
for software-only Products.

c. CONNECTORS AND CABLES. All Products covered by HP System Support Options
must be interconnected by cables or connectors listed in the appropriate
Manufacturer's HP documentation as compatible with the CPU. For HP
Products not meeting this requirement, service is available at HP's
standard service rates.

d. SOFTWARE SUPPORT. All HP systems for which execution of diagnostic tests
is software-dependent must, at a minimum, be covered by an HP System
Support option that provides periodic software updates.

e. COVERAGE REQUIREMENTS. For HP System Support Options orders that include
software support, all systems supported by one system manager, except PC
systems, must be covered by an HP System Support Option or by an
existing contractual HP software support service.

f. RIGHT TO COPY DOCUMENTATION. Impresse may copy documentation updates for
use with other systems covered by an HP System Support option that
provides software support.

g. SOFTWARE LICENSES. Impresse can purchase HP System Support Options only
for HP Software for which Impresse has rightfully acquired an
appropriate HP Software License.

h. SOFTWARE AND DOCUMENTATION UPDATES. For each software product covered
under HP System Support service, Impresse must select, if applicable, at
least one copy of software and documentation by designating the
appropriate media options. This prerequisite does not apply to PC
systems, except PC software whose functionality depends on software that
resides on systems covered by HP System Support Options.

i. DESIGNATED CALLERS AND TRAINING REQUIREMENTS. The following contacts for
HP must be designated and trained through completion of the appropriate
HP training courses as defined by HP: system manager and alternate;
after normal business hours authorized caller; if applicable, network
operator and alternate; if applicable, application software manager and
alternate; and if applicable, additional HP Response Center callers.
Only the designated callers can use the HP Response Center.

i. ORDERING OPTIONS. For HP System Support Options that provides software
support, Impresse must purchase the HP System Support service product
option(s) that correspond to Impresse's processor, maximum number of
users for the supported HP system, and application software.

j. REMOTE SUPPORT. For HP to provide remote support, Impresse must give
authorization and provide access to a qualified modem, as well as access
to one voice-grade telephone and one data-quality telephone line or
network with terminations near the system. For Support using either the
High Availability Observatory or remote network support tools, Impresse
must allow HP to install and provide HP adequate space for and access to
an HP-owned workstation, as well as provide a dedicated ISDN line and an
Internet e-mail connection, and for High Availability Observatory, an HP
or Impresse-owned router. For services with a call to repair commitment
on network interconnect devices, Impresses must also provide an
alternative, non-dedicated data-quality telephone line and modem or a
network connection to the console port of the network device. If HP
cannot access a system remotely, HP may charge standard service rates if
on-site service is needed.

k. HP ELECTRONIC SUPPORT CENTER. HP Electronic Support Center is available
via the WorldWide Web. With a Web Browser, Impresse can access the HP
Electronic Support Center. FTP access is required for some electronic
services. Designated callers who submit HP Response Center calls via HP
Electronic Support center must meet the same training requirements as
the system manager.

l. MINIMUM NETWORK CONFIGURATION. Impresse must have at least one system
on the network covered under HP System Support Service.

m. COUNTRY BOUNDARIES. All systems supported by one system manager must
be located within the same country.

n. PRIORITY PLUS SUPPORT. Products may be covered by the Priority Plus
hardware service level if HP System Support Options charges for a site
exceed a minimum amount. If remote support is available on the Products,
Impresse must allow remote access to receive Priority Plus Support.

o. ELIGIBILITY. For certain coverage levels, Impresse must meet the
HP-specified minimum monthly billing to be eligible.

3. SERVICE LIMITATIONS

a. HARDWARE, SOFTWARE, AND NETWORK SUPPORT. Any services involving
hardware, software or network-related problems not covered by the
contractual service ordered will be subject to HP's standard service
rates.

b. MAXIMUM USE LIMITATIONS. Products operated in excess of their maximum
usage rate (as specified in the Product's data sheet or operating
manual) cannot be covered by HP System Support Options, but can be
serviced at HP's standard service rates.

c. OBSOLETE PRODUCTS. HP may cover obsolete hardware and software products
that are beyond their specified support period using reasonable efforts
as determined by HP.

d. INTERFACES AND ACCESSORIES. HP may cover cables, connectors,
accessories, and interfaces under the same hardware service level
purchased for the Products with which they are used.

e. SUPPORTED SOFTWARE VERSIONS. Unless otherwise specified by HP, HP
provides contractual support only for the current and immediately
preceding versions of HP Software, and only when the Software is used
with hardware that is included in HP-specified configurations. If
support coverage lapses, additional fees may be required to resume
support coverage. HP will support specified versions of selected non-HP
Software, but will not support the Software any longer than the vendor
supports it. For non-HP Software, HP provides contractual support only
for Software versions that are documented as supported on specified
configurations.

f. NON-HP SOFTWARE. Support for non-HP Software covered by HP contractual
support services is limited, unless otherwise specified by HP, to
telephone assistance and, if available to HP from the third-party
software vendor, patches, workarounds, and updates. HP's decision on how
long to offer HP Support on selected versions of non-HP Software is
final.

g. NON-HP PRODUCTS. HP is not liable for the performance or non-performance
of third-party software vendors, their products, or their support
services including design flaws in and/or incompatibility with non-HP
products.

h. HP SOFTWARE ON NON-HP SYSTEMS. HP System Support Options for specified
HP Software Products used with designated non-HP systems provides the
following features: phone-in assistance, software problem reporting, HP
Electronic Support Center, HP information access and call submittal,
license for software updates, and patches.

i. ESCALATION MANAGEMENT. On-site assistance for critical software problems
is limited to systems supported by one system manager and situated
within a 12.5 mile (20 kilometers) radius of each other. Systems
situated beyond this limit that require on-site assistance will be
subject to additional charges at HP's standard service rates.

j. ACCESS TO THE HP RESPONSE CENTER. HP Response Center use is limited to
the system manager for the operating system and subsystem software; if
applicable, the network operator for the network; if applicable, the
application software manager(s) for each family of HP application
software; and, if purchased, the after-hours coverage system manager,
and additional HP Response Center callers. In the absence of any of
these managers, the HP Response Center is available to their designated
alternates.

k. SOURCE CODE SUPPORT. For HP source code software covered under HP System
Support Options, assistance is limited to problems that can be
duplicated on the current version of the object code of the particular
software. HP charges Impresse at HP's standard service rates for any
other assistance required.

l. HP PREDICTIVE SUPPORT AND HP HIGH AVAILABILITY OBSERVATORY (SELECTED
SYSTEMS). HP is not responsible if HP Predictive Support Software or HP
High Availability Observatory does not identify, track, or remedy system
or peripheral problems prior to actual occurrence.

m. NETWORK SOFTWARE COVERAGE WITHOUT NETWORK SUPPORT. Support for HP
network software that provides multivendor node connectivity is limited
to product-usage and problem-solving assistance and software update
materials, unless network support is purchased.

n. TRAVEL ZONES. Impresse sites located beyond 100 miles (160 kilometers)
of a primary HP Support Responsible Office may be subject to travel
charges, longer response times, reduced restoration or repair
commitments and reduced coverage hours as specified in HP's Worldwide
Impresse Support Travel and Office Directory. Availability of some
coverage levels is based on distance from a primary HP Support
Responsible Office.

o. EXCLUSIONS. HP System Support Options do not include assistance that
involves program development, coding, isolation of coding problems,
implementation assistance, data recovery regardless of the cause of data
loss or hardware malfunctions and problems or investigation time
relating to the use of privileged mode code on HP 3000 systems. HP
System Support Options do not include consulting unless a consulting
option has been purchased. HP System Support Options are not a
substitute for any formal training offered by HP.

p. AVAILABILITY. Some HP System Support Options service features and
coverage levels are subject to local availability.

q. CONSUMABLES, USER REPLACEABLE PARTS, AND MAINTENANCE KITS. HP System
Support services do not include the provision and installation by HP of
consumables, user replaceable parts or maintenance kits.

r. OUT OF COVERAGE HOURS. Impresse requests for hardware and software
support services or installation and configuration services scheduled
after HP's normal business hours may be subject to local availability
and additional charges.

4. IMPRESSE RESPONSIBILITIES

a. PRODUCT LIST. Impresse must maintain and provide to HP a current list of
products supported under HP System Support service.

b. ACCESS. Impresse must provide HP with the following:

1) Access to the Products covered under HP System Support Options

2) Adequate working space and facilities within a reasonable distance
of the Products

3) Access to and use of all information, internal resources, and
facilities determined necessary by HP to service the Products

4) For the Schedule support level, Impresse must designate a single
work area acceptable to HP at Impresse site. This area must include
shelves or racks for incoming and outgoing products, adequate open
bench work space, adequate power and lighting, and

access to a telephone. Before having a product serviced under the
scheduled support level, Impresse must:

a) Maintain a written log of model number, serial number, and
current failure symptoms and be prepared to provide this
information to HP upon request before the scheduled visit

b) Locate all failed units to be repaired during a scheduled visit
at the designated work area before the HP Impresse engineer
arrives

c) Call HP the workday before the day of the scheduled visit to
provide information regarding the number and type of products
requiring repair

c. OPERATING PROCEDURES. Impresse must follow routine operating procedures
as specified in the HP manufacturer's product operating manual.

d. USAGE-LEVEL CHARGES. Impresse must allow HP to install or remove usage
meters on specified electromechanical devices. Usage charges may be
invoiced separately.

e. DIAGNOSTIC/MAINTENANCE SOFTWARE (SELECTED SYSTEMS). Impresse must allow
HP to keep system and network diagnostic and maintenance programs
resident on Impresse's system or site for the exclusive purpose of
performing diagnostics and maintenance. Prior to submitting a software
problem report to HP, Impresse may be required to assist HP in running
these HP-supplied programs. Impresses with HP High Availability
Observatory or with HP Predictive Support Software must use the
electronic data transfer capability it provides to inform HP of events
identified by the Software. Impresse acknowledges that Impresse has no
ownership interest in diagnostic software provided by HP and that HP may
remove these diagnostic programs and any HP-loaned modems upon
termination of HP System Support Options.

f. SERVICE REQUESTS. Prior to placing a service request with HP, Impresse
may be required to run HP-supplied diagnostic programs.

g. REVISION LEVELS. Impresse must maintain all associated system hardware
and firmware, except PC systems, at the latest HP-specified
configuration and code revision level. For PC systems, Impresse must
maintain all associated system hardware and firmware at a revision level
specified by HP. Impresse must maintain HP-supported non-HP Software at
a code revision level specified by HP.

h. TELECOMMUNICATIONS CHARGES. Impresse is responsible for all
telecommunications charges associated with using HP Electronic Support
Center and with installing and maintaining ISDN links to HP Response
Centers.

i. TEMPORARY PROCEDURES. Impresse is responsible for implementing temporary
procedures or workarounds while permanent solutions are being sought.

j. YEAR 2000 PREPARATION. Impresse must ensure that its environment is Year
2000 compliant. HP System Support Service coverage is limited to the
ability of HP branded products specified as Year 2000 compliant to
correctly process, provide, or receive date data (i.e., representations
for month, day and year). Impresse must promptly apply and test in its
environment all Year 2000 updates and patches made available by HP. HP
System Support service does not cover the inability of products not
manufactured by HP and non-compliant HP products to correctly process,
provide, or receive date data or the inability of these products to
properly exchange date data with any products covered by HP System
Support service.

5. SOFTWARE LICENSE AND COPYRIGHTS

a. UPDATES.

1) HP grants Impresse a license to use software updates provided by HP
under an HP System Support Option.

2) In addition, HP grants Impresse a license to use and copy one copy
of the updates received from HP for each HP Software Product license
for which Impresse has purchased an HP System Support Option that
provides software support. The license to copy updates on additional
systems is not available for HP 9000 Series 1500 systems.

3) Impresse agrees that the license to use and copy of the updates is
governed by the HP Software License Terms (Exhibit E36) in effect on
the date HP ships the update to Impresse. The HP Software License
Terms are a part of this Exhibit.

b. HP UPDATE OWNERSHIP. Impresse acknowledges that it does not own and has
no right to, title to, or interest in the updates except as set forth in
the HP Software License Terms.

c. COPYRIGHT AND TRADEMARK NOTICES. Impresse agrees to reproduce and
conspicuously affix those copyright and trademark notices from the
original software or documentation on each

copy of an update that Impresse makes or obtains from an electronic
data source, such as HP Electronic Support Center support.

6. MISCELLANEOUS

a. CANCELLATION. If HP System Support Options are canceled, Impresse will
receive a prorata refund only for the unused prepaid services. Charges
for HP System Support Options cover a 12 month period for one year
options and a 36 month period for three-year options.

b. FINANCING. If HP System Support Options are financed as part of an HP
Financing Agreement, the HP Financing Agreement terms and conditions
regarding cancellation will govern.

c. SUBCONTRACTORS. Notwithstanding anything to the contrary in HP Terms and
Conditions of Sale and Service, HP reserves the right and Impresse
consents to HP's use of subcontractors to assist in the provision of HP
System Support service as HP deems appropriate, without notice to
Impresse.

d. REPLACEMENT PARTS. Replacement parts provided under HP System Support
service may include new parts, equivalent to new parts, parts that are
functionally equivalent to or better than the replaced part, or whole
unit replacements. Replacement parts may or may not be manufactured in
Trade Agreement Act compliant countries.

CONFIDENTIAL TREATMENT REQUESTED] Exhibit 10.2 STRATEGIC SUPPLY, SERVICES AND PROMOTION AGREEMENT This Strategic Supply, Services and Promotion Agreement (this "AGREEMENT") is entered into as of August 29, 1999 (the "EFFECTIVE DATE"), between IMPRESSE...

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