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                                                                   EXHIBIT 10.33

                         PLAN OF DISTRIBUTION AGREEMENT

      THIS PLAN OF DISTRIBUTION AGREEMENT (this "Agreement") is made as of the
30th day of January, 2003 by and between ScanSoft, Inc., a Delaware corporation
(the "Company"), on the one hand, and Koninklijke Philips Electronics, N.V., a
limited liability company organized and existing under the laws of The
Netherlands ("Seller"), on the other hand. The Company and the Seller are
referred to collectively herein as the "Parties."

      WHEREAS, the Company and the Seller have entered into the Asset Purchase
Agreement (the "Asset Purchase Agreement") dated as of October 7, 2002, whereby
the Seller will receive a promissory note (the "Note") convertible into shares
(the "Shares") of Company common stock, $0.001 par value (the "Common Stock");
and

      WHEREAS, the Company and the Seller desire to provide for the rights of
the Seller with respect to the disposition of the Shares according to the terms
of this Agreement.

      NOW THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:

      1. Disposition Alternatives.

            1.1 Holding Period. Until the one year anniversary of the Closing
Date, as defined below (the "Holding Period"), Seller will not offer, sell,
contract to sell, pledge, lend or otherwise dispose of, directly or indirectly,
any Shares of the Common Stock it shall have received upon conversion of the
Note, enter into a transaction which would have the same effect, or enter into
any swap, collar, hedge or other arrangement that transfers, in whole or in
part, any of the economic consequences of ownership of the Shares, whether any
such aforementioned transaction is to be settled by delivery of the Shares or
such other securities, in cash or otherwise, or publicly disclose the intention
to make any such offer, sale, pledge or disposition, or to enter into any such
transaction, swap, hedge or other arrangement.

            1.2 Notice of Desire to Liquidate. Not earlier than 45 days prior to
the expiration of the Holding Period, Seller will notify the Company in writing
(the "Sale Notice") in the event it desires to sell or otherwise transfer any of
the Shares. Within fifteen (15) days after delivery of the Sale Notice, Seller
and the Company shall begin discussing in good faith, with consultation from the
Company's investment bankers, a mutually agreeable plan of liquidation for the
Shares proposed to be sold by Seller. Factors to be considered in determining
such plan shall include, but not be limited to, the method most likely to
optimize the disposition value of the Shares, the maintenance of an orderly
public market in the Common Stock and the rights of other stockholders of the
Company. If the Company and Seller shall determine to (a) register for sale to
the public the Shares with the Commission, then the provisions of Section 2
shall apply to such registration (the "Public Offering Alternative"), (b)
dispose of the Shares pursuant to a private placement transaction, then the
provisions of Section 3 shall apply to such private placement (the "Private
Placement Alternative"), or (c) dispose of the Shares pursuant to any other
method (the "Other Disposition Method"), then the Shares shall be sold in
accordance with such method as mutually determined. If, after the one-year
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anniversary of the Closing Date, Seller and the Company cannot or do not agree
on a plan of liquidation for the Shares as contemplated above, the provisions of
Section 4 shall apply (the "Programmed Sale Method"); provided that the
provisions of Section 2.2 shall nonetheless be available to Seller for the
disposition of the Shares.

            1.3 Definitions.

                  (a) The term "Closing Date" has the meaning ascribed to such
term in the Asset Purchase Agreement.

                  (b) The term "Commission" means the Securities and Exchange
Commission or any other federal agency at the time administering the Securities
Act.

                  (c) The term "Exchange Act" means the Securities Exchange Act
of 1934, as amended, or any similar successor federal statute and the rules and
regulations thereunder, all as the same shall be in effect from time to time.

                  (d) The terms "register," "registered" and "registration"
refer to a registration effected by preparing and filing a registration
statement or similar document in compliance with the Securities Act, and the
declaration or ordering of effectiveness of such registration statement or
document by the Commission.

                  (e) The term "Registrable Securities" means the Shares
issuable upon conversion of the Note; provided, that any Shares that have been
sold to the public pursuant to a registered public offering or Rule 144 under
the Securities Act shall cease to be Registrable Securities.

                  (f) The term "Securities Act" means the Securities Act of
1933, as amended, or any similar successor federal statute and the rules and
regulations thereunder, all as the same shall be in effect from time to time.

      2. Registration.

            2.1 Public Offering Alternative; Demand Registration.

                  (a) If the Public Offering Alternative is chosen (or, after
the second anniversary of the Closing Date, upon the written request of Seller),
the Company shall use all commercially reasonable efforts to effect as soon as
practicable the registration under the Securities Act of the Registrable
Securities agreed (or after the second anniversary of the Closing Date,
requested) to be disposed pursuant to such registration; provided, that the
Company shall not be obligated to effect more than one (1) registration pursuant
to this Section 2.1. The Registrable Securities shall be disposed under this
Section 2.1 by means of an underwriting, and the underwriter or underwriters
shall be selected by the Company and shall be reasonably acceptable to the
Seller. Seller shall accept the terms of the underwriting as agreed upon between
the Company and the underwriters selected by it. The Company may include in such
underwritten offering securities for its own account or for the account of any
other stockholder of the Company; provided that such

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inclusion is not reasonably likely to adversely affect the price or quantity of
the Registrable Securities to be included in such offering.

                  (b) If the Company is qualified to use Form S-3 (or any
comparable successor form or forms) at the time any registration statement is to
be filed pursuant to this Section 2.1, such registration statement shall be
filed on Form S-3. If the Company is not qualified to use Form S-3 at the time
any registration statement is to be filed pursuant to this Section 2.1, such
registration statement shall be filed on Form S-1 (or any comparable successor
form or forms).

                  (c) Notwithstanding the foregoing, in the event that after the
second anniversary of the Closing Date Seller shall have requested registration
as provided above, if the Company shall furnish to the Seller a certificate
signed by the President of the Company stating that in the good faith judgment
of the Board of Directors of the Company it would be seriously detrimental to
the Company for such registration statement to be filed and it is therefore
essential to defer the filing of such registration statement, the Company shall
have the right to defer such filing for a period of not more than 60 days after
receipt of the request of the Seller (or, if the Company is engaged or has fixed
plans to engage in a registered public offering as to which the Holders may
include Registrable Securities pursuant to Section 2.2, not more than 180 days
after the effective date of such offering); provided, however that the Company
may not utilize this right more than once in any 12-month period.

            2.2 Company Registration.

                  (a) If (but without any obligation to do so) the Company
proposes to register (including for this purpose a registration effected by the
Company for stockholders other than Seller) any of its stock or other securities
under the Securities Act in connection with the public offering of such
securities solely for cash (other than a registration relating solely to the
sale of securities to participants in a Company stock plan, or a registration on
any form which does not include substantially the same information as would be
required to be included in a registration statement covering the sale of the
Registrable Securities), the Company shall, at such time, promptly give Seller
written notice of such registration. Upon the written request of Seller given
within 20 days after the mailing of such notice by the Company, the Company
shall, subject to the provisions of subsection 2.2(b), cause to be registered
under the Securities Act all of the Registrable Securities that Seller has
requested to be registered.

                  (b) In connection with any offering involving an underwriting
of shares being issued by the Company, the Company shall not be required under
this Section 2.2 to include any of the Seller's securities in such underwriting
unless Seller accepts the terms of the underwriting as agreed upon between the
Company and the underwriters selected by it (or by other persons entitled to
select the underwriters), and then only in such quantity as will not, in the
opinion of the underwriters, jeopardize the success of the offering by the
Company. If the total amount of securities, including Registrable Securities,
requested by stockholders to be included in such offering exceeds the amount of
securities that the underwriters reasonably believe compatible with the success
of the offering, then the Company will include in such registration (i) first,
if the registration pursuant to this Section 2.2 was initiated by other
stockholders exercising demand registration rights ("Other Holders"), 100% of
the securities such Other Holders propose to sell (except to the extent

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the terms of such Other Holders' registration rights provide otherwise); (ii)
second, 100% of the securities of the Company proposes to sell for its own
account; (iii) third, to the extent that the number of securities which such
Other Holders exercising demand registration rights and the Company propose to
sell is less than the number of securities which the Company has been advised
can be sold in such offering without having the adverse effect referred to
above, such number of Registrable Securities which Seller and any other
stockholder of the Company pursuant to contractual rights similar to those set
forth in this Section 2.2 have requested to be included in such registration,
pro rata based on the number of shares requested to be included in such
registration by Seller and each such stockholder; and (iv) fourth, to the extent
that the number of securities which are to be included in such registration
pursuant to clauses (i), (ii) and (iii) is, in the aggregate, less than the
number of securities which the Company has been advised can be sold in such
offering without having the adverse effect referred to above, such number of
other securities requested to be included in the offering for the account of any
other stockholders which, in the opinion of such managing underwriter(s), can be
sold without having the adverse effect referred to above.

            2.3 Subordination. Notwithstanding anything set forth in Section 2.1
and 2.2, (i) the Holding Period shall remain in full force and effect with
respect to all Shares, and (ii) the registration provisions conferred herein are
subordinate in all respects to the registration rights conveyed to Xerox
Corporation in that certain Registration Rights Agreement by and among
Visioneer, Inc. and Xerox Corporation dated March 2, 1999, except to the extent
the Seller is an Other Holder is defined in that certain Registration Rights
Agreement by and among Visioneer, Inc. and Xerox Corporation dated March 2,
1999.

            2.4 Obligations of the Company. Whenever required under this Section
2 to effect a registration, the Company shall, as expeditiously as reasonably
possible:

                  (a) Prepare and file with the Commission a registration
statement with respect to such Registrable Securities and use all reasonable
efforts to cause such registration statement to become effective, and, upon the
request of the Seller, keep such registration statement effective
("Effectiveness Period") until the earliest of (i) the date that is three (3)
months after the date such registration statement became effective; (ii) the
date on which the distribution contemplated by the registration statement has
been completed. In the event that, from time to time, in the judgment of the
Company, it is advisable to delay or suspend use of the prospectus relating to
such registration statement for a discrete period of time (a "Deferral Period")
due to pending material corporate developments or similar material events that
have not yet been publicly disclosed and as to which the Company believes public
disclosure will be prejudicial to the Company, the Company shall deliver a
certified resolution of the Board of Directors of the Company, signed by a duly
authorized officer of the Company, to the Seller, to the effect of the foregoing
and, upon receipt of such certificate, the Seller agrees not to dispose of its
Registrable Securities covered by such registration or prospectus; provided,
however, that any such Deferral Period shall be no longer than 45 days. The
Effectiveness Period shall be extended for a period of time equal to all such
Deferral Periods.

                  (b) Prepare and file with the Commission such amendments and
supplements to such registration statement and the prospectus used in connection
with such

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registration statement as may be necessary to comply with the provisions of the
Securities Act with respect to the disposition of all securities covered by such
registration statement.

                  (c) Furnish to the Seller such numbers of copies of a
prospectus, including a preliminary prospectus, and any amendment or supplement
thereto and a reasonable number of copies of the then-effective registration
statement and any post-effective amendment thereto, all in conformity with the
requirements of the Securities Act, and such other documents as it may
reasonably request in order to facilitate the disposition of such Registrable
Securities.

                  (d) Use all reasonable commercial efforts to register and
qualify the securities covered by such registration statement under such other
securities or Blue Sky laws of such jurisdictions as shall be reasonably
requested by the Seller; provided that the Company shall not be required in
connection therewith or as a condition thereto to qualify to do business or to
file a general consent to service of process in any such states or
jurisdictions.

                  (e) Enter into and perform its obligations under an
underwriting agreement, in usual and customary form, with the managing
underwriter of the offering. Seller shall also enter into and perform its
obligations under such an agreement.

                  (f) Notify Seller, during any time when a prospectus is
required to be delivered under the Securities Act, of the happening of any event
as a result of which the prospectus included in such registration statement, as
then in effect, includes an untrue statement of a material fact or omits to
state a material fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading, and at the request of Seller prepare and furnish to Seller
a reasonable number of copies of a supplement or an amendment to such prospectus
as may be necessary so that, as thereafter delivered to the purchasers of such
Registrable Securities, such prospectus shall not include an untrue statement of
a material fact or omit to state a material fact required to be stated therein
or necessary to make the statements therein not misleading in the light of the
circumstances then existing.

                  (g) Furnish, at the request of Seller, on the date that such
Registrable Securities are delivered to the underwriters for sale in connection
with a registration pursuant to this Section 1, (i) an opinion, dated such date,
of the counsel representing the Company for the purposes of such registration,
in form and substance as is customarily given to underwriters in an underwritten
public offering, addressed to the underwriters and to Seller, and (ii) a letter
dated such date, from the independent certified public accountants of the
Company, in form and substance as is customarily given by independent certified
public accountants to underwriters in an underwritten public offering, addressed
to the underwriters.

                  (h) Cause all Registrable Securities covered by the
registration statement to be listed on each securities exchange or automated
quotation system on which shares of Common Stock are then listed.

                  (i) Permit a single firm of counsel designated by Seller, at
Seller's expense, to review the registration statement and all amendments and
supplements thereto a

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reasonable period of time prior to their filing with the Commission and state
authorities, and shall not file any document in a form to which such counsel
reasonably objects.

                  (j) Cause the Company's officers to participate in a
"roadshow", and cause the Company's officers, directors and independent
certified public accountants to otherwise supply all information reasonably
requested by Seller in connection with such registration; provided, however,
that the representatives, attorneys or accountants of Seller enter into a
confidentiality agreement, in form and substance reasonably satisfactory to the
Company, prior to the release or disclosure of any such information obtained by
the Company.

            2.5 Obligations of the Holders.

                  (a) It shall be a condition precedent to the obligations of
the Company to take any action pursuant to Section 2.1 or Section 2.2 that the
Seller shall furnish to the Company such information regarding itself, the
Registrable Securities held by it, and the intended method of disposition of
such securities as shall be required to effect the registration of the
Registrable Securities.

                  (b) Upon the receipt by Seller of any notice from the Company
of (i) the existence of any fact or the happening of any event as a result of
which the prospectus included in a registration statement filed pursuant to the
terms hereof, as such registration statement is then in effect, includes an
untrue statement of a material fact or omits to state a material fact required
to be stated therein or necessary to make the statements therein, in the light
of the circumstances under which they were made, not misleading, (ii) the
issuance by the Commission of any stop order or injunction suspending or
enjoining the use or the effectiveness of such registration statement or the
initiation of any proceedings for that purpose, or the taking of any similar
action by the securities regulators of any state or other jurisdiction, or (iii)
the request by the Commission or any other federal or state governmental agency
for amendments or supplements to such registration statement or related
prospectus or for additional information related thereto, Seller shall forthwith
discontinue disposition of its Registrable Securities covered by such
registration or prospectus (other than in transactions exempt from the
registration requirements under the Securities Act) until Seller's receipt of
the supplemented or amended prospectus or until Seller is advised in writing by
the Company that the use of the applicable prospectus may be resumed. In such a
case, the Effectiveness Period shall be extended by the number of days from and
including the date of the giving of such notice to and including the date when
Seller shall have received a copy of the supplemented or amended prospectus or
when Seller is advised in writing by the Company that the use of the applicable
prospectus may be resumed. The Company shall use all reasonable commercial
efforts to limit the duration of any discontinuance of disposition of
Registrable Securities pursuant to this section.

            2.6 Expenses.

                  (a) The Company shall bear and pay all expenses incurred in
connection with any registration, filing or qualification of Registrable
Securities with respect to a registration under this Section 2, including
(without limitation) all registration, filing and qualification fees, printers'
and accounting fees relating or apportionable thereto, fees and disbursements of
counsel for the Company, blue sky fees and expenses, including fees and
disbursements of counsel related to all

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blue sky matters, fees and expenses of listing any Registrable Securities on any
securities exchange or automated quotation system on which shares of Common
Stock are then listed, the expenses of providing materials pursuant to Section
2.4 hereof, but excluding stock transfer taxes that may be payable by Seller,
fees and expenses of counsel for Seller, and all underwriting discounts and
commissions relating to Registrable Securities covered by such registration,
which shall be borne by Seller.

                  (b) Notwithstanding subsection 2.6(a), the Company shall not
be required to pay for any expenses of any registration proceeding begun
pursuant to Section 2.1 if the registration request is subsequently withdrawn at
the request of Seller; provided, however, that if such withdrawal occurs prior
to the date the registration statement shall have become effective and as of the
time of such withdrawal, Seller has learned of a material adverse change in the
business, properties, results of operations or financial condition of the
Company from that known to Seller at the time of the agreement contemplated by
Section 1 (or, if requested after the second anniversary of the Closing Date, at
the time of such request), and has withdrawn the request with reasonable
promptness following disclosure by the Company of such material adverse change,
then the Seller shall not be required to pay any of such expenses.

            2.7 Indemnification. In the event any Registrable Securities are
included in a registration statement under this Section 2:

                  (a) To the extent permitted by law, the Company will indemnify
and hold harmless Seller, the officers and directors of Seller, any underwriter
(as defined in the Securities Act) for Seller and each person, if any, who
controls Seller or underwriter within the meaning of the Securities Act or the
Exchange Act, against any losses, claims, damages or liabilities (joint or
several) to which they may become subject under the Securities Act, the Exchange
Act or other federal or state law, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon any
of the following statements, omissions or violations (collectively, a
"Violation"): (i) any untrue statement or alleged untrue statement of a material
fact contained in such registration statement, including any preliminary
prospectus or final prospectus contained therein or any amendments or
supplements thereto, (ii) the omission or alleged omission to state therein a
material fact required to be stated therein, or necessary to make the statements
therein not misleading, or (iii) any violation or alleged violation by the
Company of the Securities Act, the Exchange Act, any state securities law or any
rule or regulation promulgated under the Securities Act, the Exchange Act or any
state securities law; and the Company will reimburse Seller, officer or
director, underwriter or controlling person for any legal or other expenses
reasonably incurred by them in connection with investigating or defending any
such loss, claim, damage, liability or action; provided, however, that the
indemnity agreement contained in this subsection 2.7(a) shall not apply to
amounts paid in settlement of any such loss, claim, damage, liability or action
if such settlement is effected without the consent of the Company (which consent
shall not be unreasonably withheld), nor shall the Company be liable in any such
case for any such loss, claim, damage, liability or action to the extent that it
arises out of or is based upon a Violation that occurs in reliance upon and in
conformity with written information furnished expressly for use in connection
with such registration by Seller, officer, director, underwriter or controlling
person.

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                  (b) To the extent permitted by law, Seller will indemnify and
hold harmless the Company, each of its directors, each of its officers who have
signed the registration statement, each person, if any, who controls the Company
within the meaning of the Securities Act, and any underwriter, and each person,
if any, who controls the underwriter, against any losses, claims, damages or
liabilities (joint or several) to which the Company or any such director,
officer, controlling person, or underwriter may become subject, under the
Securities Act, the Exchange Act or other federal or state law, insofar as such
losses, claims, damages or liabilities (or actions in respect thereto) arise out
of or are based upon any Violation, in each case to the extent (and only to the
extent) that such Violation occurs in reliance upon and in conformity with
written information furnished by Seller expressly for use in connection with
such registration; and Seller will reimburse any legal or other expenses
reasonably incurred by the Company or any such director, officer, controlling
person, or underwriter in connection with investigating or defending any such
loss, claim, damage, liability, or action; provided, however, that the indemnity
agreement contained in this subsection 2.7(b) shall not apply to amounts paid in
settlement of any such loss, claim, damage, liability or action if such
settlement is effected without the consent of Seller, which consent shall not be
unreasonably withheld; provided, that, in no event shall any indemnity under
this subsection 2.7(b) exceed the net proceeds from the sale of the Registrable
Securities received by Seller.

                  (c) Promptly after receipt by an indemnified party under this
Section 2.7 of notice of the commencement of any action (including any
governmental action), such indemnified party will, if a claim in respect thereof
is to be made against any indemnifying party under this Section 2.7, deliver to
the indemnifying party a written notice of the commencement thereof and the
indemnifying party shall have the right to participate in, and, to the extent
the indemnifying party so desires, jointly with any other indemnifying party
similarly noticed, to assume the defense thereof with counsel mutually
satisfactory to the parties; provided, however, that an indemnified party
(together with all other indemnified parties which may be represented without
conflict by one counsel) shall have the right to retain one separate counsel,
with the fees and expenses to be paid by the indemnifying party, if
representation of such indemnified party by the counsel retained by the
indemnifying party would be inappropriate due to actual or potential differing
interests between such indemnified party and any other party represented by such
counsel in such proceeding. The failure to deliver written notice to the
indemnifying party within a reasonable time of the commencement of any such
action, if prejudicial to its ability to defend such action, shall relieve such
indemnifying party of any liability to the indemnified party under this Section
2.7 to the extent the indemnifying party was actually damaged or suffered any
loss or incurred any additional expense as a result thereof, but the omission so
to deliver written notice to the indemnifying party will not relieve it of any
liability that it may have to any indemnified party otherwise than under this
Section 2.7. An indemnifying party shall not, without the prior written consent
of the indemnified parties, settle, compromise or consent to the entry of any
judgment with respect to any pending or threatened claim, action, suit or
proceeding in respect of which indemnification may be sought hereunder by such
indemnified parties (whether or not the indemnified parties are actual or
potential parties to such claim or action) unless such settlement, compromise or
consent includes a release of such indemnified party reasonably acceptable to
such indemnified party from all liability arising out of such claim, action,
suit or proceeding.

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                  (d) If the indemnification provided for in this Section 2.7 is
held by a court of competent jurisdiction to be unavailable to an indemnified
party with respect to any loss, liability, claim, damage, or expense referred to
therein, then the indemnifying party, in lieu of indemnifying such indemnified
party hereunder, shall contribute to the amount paid or payable by such
indemnified party as a result of such loss, liability, claim, damage, or expense
in such proportion as is appropriate to reflect the relative fault of the
indemnifying party on the one hand and of the indemnified party on the other in
connection with the statements or omissions that resulted in such loss,
liability, claim, damage, or expense as well as any other relevant equitable
considerations. The relative fault of the indemnifying party and of the
indemnified party shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the
omission to state a material fact relates to information supplied by the
indemnifying party or by the indemnified party and the parties' relative intent,
knowledge, access to information, and opportunity to correct or prevent such
statement or omission.

                  (e) Notwithstanding the foregoing, to the extent that the
provisions on indemnification and contribution contained in the underwriting
agreement entered into in connection with the underwritten public offering are
in conflict with the foregoing provisions, the provisions in the underwriting
agreement shall control.

                  (f) The obligations of the Company and Seller under this
Section 2.7 shall survive the completion of any offering of Registrable
Securities in a registration statement under this Section 2, and otherwise.

      3. Private Placement Alternative. If the Private Placement Alternative
shall apply, Seller shall work together with its investment bankers to identify
reputable institutional or other appropriate investors (the "Investors") to
purchase the desired number of Shares pursuant to a private placement
transaction without registration under the Securities Act. The Company shall
cause its officers to be available to meet with or make presentations to any
potential Investors significantly interested in purchasing the Shares. Upon
transfer of the Shares to the Investors, the Company agrees to promptly register
for resale such shares transferred under the Securities Act. The Company shall
bear and pay all expenses it incurs in connection with the Private Placement
Alternative, including counsel to the Company, but excluding stock transfer
taxes that may be payable by Seller, any placement or similar fees of any
investment bankers in the Private Placement Alternative, and fees and expenses
of counsel to Seller, all of which shall be borne by Seller.

      4. Programmed Sale Method.

            4.1 Limit on Dispositions. Notwithstanding anything to the contrary
in Section 1.1, if the Programmed Sale Method shall apply, the Holding Period
contained in Section 1.1 shall remain in full force and effect with respect to
all of the Shares; provided that if the Company and Seller do not agree on the
Public Offering Alternative, Private Placement Alternative or Other Disposition
Method, Seller may sell in the aggregate per fiscal quarter not greater than 25%
of the number of Shares into which the Note was initially convertible (subject
to adjustment for recapitalizations, stock splits and the like) (the "25% Cap").
If a number of Shares less than the 25% Cap are sold in any fiscal quarter, the
amount of such shortfall shall not be carried forward to subsequent fiscal
quarters. The 25% Cap shall cease to apply after the second anniversary of the

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Closing Date. In the event that Rule 144 or other exemption from registration
would not lawfully permit the sale by Seller in the public market of the Shares
in the amount contemplated above, the Company shall take reasonable actions,
including the registration of the Shares, to permit Seller to do so. In other
words, if the Shares are required to be registered in order for Seller to
implement the disposition plan described in this Section 4.1, the Company will
take reasonable actions to so register the Shares.

            4.2 Reports Under the Exchange Act. In connection with the
Programmed Sale Method, and with a view to making available to Seller the
benefits of Rule 144 under the Securities Act (or any other rule or regulation
of the Commission that may at any time permit Seller to sell Shares to the
public without registration), the Company agrees to:

                  (a) make and keep public information available, as those terms
are understood and defined in Rule 144, at all times after the date hereof;

                  (b) file with the Commission in a timely manner all reports
and other documents required of the Company under the Securities Act and the
Exchange Act; and

                  (c) furnish to Seller, so long as Seller owns any Shares and
this Programmed Sale Method applies, upon request (i) a written statement by the
Company that it has complied with the reporting requirements of Rule 144, the
Securities Act and the Exchange Act, (ii) a copy of the most recent annual or
quarterly report of the Company and such other reports and documents so filed by
the Company and (iii) such other information as may be reasonably requested in
availing Seller of any rule or regulation of the Commission which permits the
selling of any such securities without registration.

      5. Miscellaneous.

            5.1 Successors and Assigns. Except as otherwise provided herein, the
terms and conditions of this Agreement shall inure to the benefit of and be
binding upon the respective successors and permitted assigns of the parties.
Nothing in this Agreement, express or implied, is intended to confer upon any
party other than the parties hereto or their respective successors and permitted
assigns any rights, remedies, obligations, or liabilities under or by reason of
this Agreement, except as expressly provided in this Agreement.

            5.2 Notices. Unless otherwise provided, any notice, request, demand
or other communication required or permitted under this Agreement shall be given
in writing and shall be deemed effectively given upon personal delivery to the
party to be notified, or when sent by telecopier (with receipt confirmed and
promptly confirmed by personal delivery, U.S. first class mail, or courier), or
overnight courier service, or upon deposit with the United States Post Office,
by registered or certified mail, postage prepaid and addressed as follows (or at
such other address as a party may designate by notice to the other):

         If to the Company:      ScanSoft, Inc.
                                 9 Centennial Drive
                                 Peabody, MA  01962

                                                                            -10-
<PAGE>
                                 U.S.A.
                                 Attention: Chief Financial Officer
                                 Telephone:  (978) 977-2000
                                 Facsimile:  (978) 977-2436

         With a copy to:         Wilson Sonsini Goodrich & Rosati, P.C.
                                 7927 Jones Branch Drive, Suite 400 McLean,
                                 VA 22102 U.S.A.
                                 Attention: Robert D. Sanchez, Esq.
                                 Telephone:  (703) 734-3100
                                 Facsimile:  (703) 734-3199

                                 Wilson Sonsini Goodrich & Rosati, P.C.
                                 12 East 49th Street, 30th Floor New York, NY
                                 10017 U.S.A.
                                 Attention:  Adam M. Dinow, Esq.
                                 Telephone:  (212) 999-5800
                                 Facsimile:  (212) 999-5899

         If to the Seller:       Koninklijke Philips Electronics, N.V.
                                 Breitner Center Amstelplein 2
                                 P.O. Box 77900
                                 1070 MX Amsterdam
                                 The Netherlands
                                 Attention:  General Secretary
                                 Telephone:  +31 20 597 7232
                                 Facsimile:  +31 20 597 7230

         With a copy to:         Sullivan & Cromwell
                                 125 Broad Street
                                 New York, NY  10004
                                 U.S.A.
                                 Attention:  Neil Anderson
                                 Telephone:  (212) 558-3653
                                 Facsimile:  (212) 558-3588

            5.3 Severability. If one or more provisions of this Agreement are
held to be unenforceable, invalid or void by a court of competent jurisdiction,
such provision shall be excluded from this Agreement and the balance of this
Agreement shall be interpreted as if such provision were so excluded and shall
be enforceable in accordance with its terms.

            5.4 Entire Agreement; Amendments.

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<PAGE>
                  (a) This Agreement contains the entire understanding of the
parties with respect to the matters covered herein and supersedes all prior
agreements and understandings, written or oral, between the parties relating to
the subject matter hereof.

                  (b) Any term of this Agreement may be amended and the
observance of any term of this Agreement may be waived (either generally or in a
particular instance and either retroactively or prospectively), only with the
written consent of the Company and Seller. No waiver of any default with respect
to any provision, condition or requirement hereof shall be deemed to be a
continuing waiver in the future thereof or a waiver of any other provision,
condition or requirement hereof; nor shall any delay or omission of either party
to exercise any right hereunder in any manner impair the exercise of any such
right accruing to it thereafter.

            5.5 Termination. This Agreement shall terminate once Seller has
disposed of all the Shares. Furthermore, the Company shall have no further
obligation to take any further action with respect to the sale of the Shares at
such time as it shall have satisfied its obligations under the Public Offering
Alternative or Private Placement Alternative, provided that Seller had an
opportunity to sell all the Shares in such Public Offering Alternative or
Private Placement Alternative.

            5.6 Governing Law. This Agreement shall be governed by and construed
under the laws of the State of Delaware (irrespective of its choice of law
principles).

            5.7 Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

            5.8 Titles and Subtitles. The titles and subtitles used in this
Agreement are used for convenience only and are not to be considered in
construing or interpreting this Agreement. Any reference in this Agreement to a
statutory provision or rule or regulation promulgated thereunder shall be deemed
to include any similar successor statutory provision or rule or regulation
promulgated thereunder.

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<PAGE>
      IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.

ScanSoft, Inc.


By:/s/ Michael K. Tivnan
   ________________________________
Name:  Michael K. Tivnan
Title: President & COO


Koninklijke Philips Electronics, N.V.


By: /s/ E. Coutinho
    ________________________________
Name:  E. Coutinho
Title: Authorized Signatory


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