FIRST AMENDMENT TO THE AGREEMENT

BETWEEN THE COUNTY OF SAN MATEO AND IMAGEMAX, INC.

FOR MICROFILM REGENERATION SERVICES

WHEREAS, ImageMax, Inc. (hereafter "ImageMax") and the County of San Mateo (hereafter "County") entered into an Agreement for Microfilm Regeneration Services on January 8, 2002, for an eight-month period ending August 30, 2002, for an amount not to exceed $200,000; and

WHEREAS, the parties now desire to extend the contract through and including December 31, 2003 to allow ImageMax to complete unfinished work as originally specified, for an amount not to exceed the original contract amount; and

WHEREAS, the parties now desire to amend the statement of work to add imaging services of the County Clerk-Recorder's index books, at an additional estimated cost of $67,550, as set forth in Schedule B (attached hereto and incorporated by reference); and

WHEREFORE, the parties agree as follows that the contract shall be amended as follows:

1. Paragraph 12 of the agreement is hereby amended to extend the agreement period from January 7, 2003 through December 31, 2003; and

2. Paragraph 1.1 of the agreement is hereby amended to increase the maximum amount of the agreement to $268,000; and

3. Schedule B is hereby added to the agreement; and

4. In all other respects, the contract as amended remains in full force and effect.

IMAGEMAX, INC.

COUNTY OF SAN MATEO

[Signature]

[Signature]

By: Peter L. Goodrich

By: Rose Jacobs Gibson

Vice President

President of the Board of Supervisors

Date: __________________________

Date: __________________________

* * *

SCHEDULE B

STATEMENT OF WORK:

IMAGING OF COUNTY CLERK-RECORDER'S INDEX BOOKS

Background

This statement of work is agreed to by County, on behalf of the Department of Assessor-County Clerk-Recorder (hereafter "Recorder"), and ImageMax, Inc., as an addendum to the original Schedule A: Statement of Work, dated September 20, 2001.

This additional work is to be funded by the anticipated balance of encumbered monies remaining after payment of all invoices for performance of the work specified in Schedule A.

Scope of the Project

The Recorder maintains hardbound index books, containing reference indices for recorded land grantor-grantee records, in estimated quantities specified below. All book pages are to be scanned and converted to a .TIF format image, and stored and indexed on a CD-ROM optical disk, as specified below. ImageMax shall perform these tasks off-site, as illustrated in the attached "Workflow" diagram, on a 24-48 hour turnaround basis, in order to meet on-going public demand for access to these research materials.

Key Assumptions

The ImageMax quotation is based on the following assumptions:

1.

Document Description

· Books to be scanned are mixed sizes from 15.5x17 to 18x15 inches

· Books will be delivered organized by type

2.

Quantities

· Initial delivery is expected to be 536 books containing 300 to 400 page sides per book calculated to 190,000 scanned images will be converted to CD-R

3.

Image Capture

· Books will be microfilmed onto 35mm silver original film for scanning

· Images will be scanned from 35mm microfilm as bi-tonal images of 200 dpi (dots per inch) resolution

· All books will be provided to ImageMax on a schedule to create an even flow of work through the scanner, to eliminate down time due to lack of books to scan

· ImageMax will scan documents in ImageMax's Hayward, California office

4.

Indexing

· Every page will be individually indexed by the first MONTH, DAY, YEAR entered on the page and FIRST TWO LETTERS OF THE LAST NAME

5.

Formatting and Recording

· ImageMax will deliver images into a single-image TIFF/Group IV image forma

· Images will be recorded onto CD-R optical media, ISO 9660-compatable

· Corresponding index data will be delivered in ASCII delimited format recorded on the same media as the images

· ImageMax will perform an initial interchange test on a sample set of documents to validate the conversion process

6.

Deliverable

· Original books and 35mm original microfilm will be returned with the CD-R optical media

· ImageMax will pickup and deliver to the following location:

San Mateo County Recorder, Attn: Ms. Theresa Rabe

555 County Center, Redwood City, CA 94063

7.

Volume

· Pricing (see below) is based on conversion and delivery of approximately 190,000 images

Pricing

Prices are based on the Key Assumptions; discrepancies may impact price and delivery schedule.

Service Item

Unit Rate

Est. Qty*

Extension*

Scanning Conversion:

1.

Pickup and delivery

$25.00/trip

2

$50.00

2.

Prepare documents (if required)

$17.00/hour

TBD hours

TBD

3.

Scan and format images

$0.35/image

190,000 images

$66,500.00

4.

Data enter file name (key & verify for accuracy)

Included

Included

Included

5.

Record images to primary CD-R

$20.00/CD-R

25/CDs

$500.00

6.

Record images backup CD-R

$20.00/CD-R

25/CDs

$500.00

Est. Total: $67,550.00*

* These extended totals are based on the estimate of 536 books containing 190,000 images and will vary based upon actual volume.