SUPPLY AND DISTRIBUTION AGREEMENT
This Supply Agreement (this "Agreement") is made and entered into as of October 1, 1996, by and between
SCREENSCAN SYSTEMS, INC., ("ScreenScan"); a Delaware corporation with principal office" at 26200
Town Center Drive, Suite 100, Novi, Michigan 48375 and DIVERSIFAX, INC. ("Purchaser"), a Delaware
corporation with principal offices at 39 Stringham Ave., Valley Stream, NY 11580.
A. ScreenScan develops and manufactures devices capable of scanning microfilm images and printing the
scanned image on a printer.
B. Purchaser desires to purchase, and ScreenScan desires to sell, 1,000 such devices as identified in this
Agreement. On the terms and conditions set forth in this Agreement, to be resold by Purchaser to Customers.
NOW, THEREFORE, in consideration of the mutual covenants and promises hereinafter set forth, ScreenScan
and Purchaser agree as follows:
1.1 "Customer" means an end user or a dealer or distributor to which Purchaser sells the Product.
1.2 "Effective Date" means the date first written above.
1.3 "Purchase Price" means US$2,500 per unit of the Product: sold by ScreenScan to Purchaser hereunder,
subject to adjustment with respect to units in excess of 1,000 purchased hereunder as set forth in Section 4.1.
1.4 "Purchaser" means Diversifax, Inc., a Delaware corporation.
1.5 "Product" means the device labeled in ScreenScan's product literature as the model 100C Centronics
interface scanner, or any similar scanner produced or marketed by ScreenScan which retrofits existing microfilm
readers or reader/printers to perform scan and print functions only. "Product" shall not include any device
manufactured or developed by ScreenScan for any other use or application, and specifically excludes scanning,
and imaging devices or products.
1.6 "ScreenScan" means ScreenScan Systems, Inc., a Delaware corporation.
1.7 "Territory" means the continents of North America and South America.
2. AGREEMENT TO SUPPLY AN