Exhibit 4(a)(3)

RAYMOND JAMES LTD.Suite 5300 Scotia
Plaza 40 King Street West Toronto, Ontario 
M5H 3Y2 Attn:  John
Cushman

DUNDEE
SECURITIES CORPORATIONSuite
3424, Four Bentall Centre
1055 Dunsmuir Street
Vancouver, British Columbia
V7X 1K8
Attention:  Paul
Hughes

June 5, 2003

Scitex Corporation Ltd.
3 Azrieli Center, Triangle Building
Tel Aviv
67023, Israel

Attention:     Mr.
Yeoshua Agassi

Dear Sirs:

Raymond James Ltd. and Dundee Securities Corporation (the Agents) understand that
Scitex Corporation Ltd. (Scitex or the Company) proposes to sell (the
Offering) 3,000,000 common shares of Creo Inc. (Creo) held by Scitex (the
Shares) at a price of $8.00 per share.

Subject to the terms and conditions set forth
below, the Company appoints the Agents to act as the Companys sole and
exclusive agents to solicit offers to purchase the Shares.

All references to dollars
or $ herein are to lawful currency of the United States of America, unless
otherwise indicated.

In this agreement
business day means any day except Saturday, Sunday or a statutory holiday in
Vancouver, British Columbia.

1.            Offering

1.1          The
Agents will act as agents of the Company and use their commercially reasonable
efforts to arrange for purchasers (Purchasers) for the Shares in the
jurisdictions as may be agreed upon by the Agents and the Company.

1.2          The
sale of the Shares to Purchasers will be effected in a manner so as to be
exempt from the prospectus requirements of applicable Canadian securities laws
and the registration requirements of applicable United States securities laws.

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1.3          In
consideration of the services performed by the Agents under this Agreement,
which services shall include:

| | (a)                                                                                                                                                                                                                                                                                                                     | acting as the Companys agents to solicit
  offers to purchase the Shares; and
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                         |                                                                               
| | (b)                                                                                                                                                                                                                                                                                                                     | advising the Company with respect to the
  sale of the Shares,                
| |                                                                                                                                                                                                                                                                                                                         |                                                                               
| | the Company agrees to pay to the Agents at
  the time of settlement of any trades of the Shares a fee equal to 1.75% of
  the gross proceeds therefrom, which the Agents will divide equally between
  them, as determined by the agreement among the parties hereto dated May 27,
  2003 (the Engagement Agreement). |                                                                               

1.4          The Company agrees that
the Agents will be permitted to appoint other registered dealers (or other
dealers duly qualified in their respective jurisdictions) as its agents to
assist in the Offering and that the Agents may determine the remuneration
payable by the Agents to such other dealers appointed by it.

2.           Representations
and Warranties of the Company

2.1         The
Company represents and warrants to the Agents and acknowledges that the Agents
are relying upon such representations and warranties, as follows:

| | (a) | the Company has been duly incorporated,
  amalgamated or continued and organized and is validly existing under the laws
  of the jurisdiction of its incorporation, amalgamation or continuance and is
  duly qualified to carry on its business and has filed all annual reports
  required under the laws of the jurisdiction of its incorporation,
  amalgamation or continuance;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (b) | the Company has full corporate power and
  authority to undertake the Offering and enter into this Agreement and to
  perform its obligations set out herein and this Agreement has been, duly authorized,
  executed and delivered by the Company and constitutes a legal, valid and
  binding obligation of the Company enforceable in accordance with its terms;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (c) | the Company is not in default or breach of,
  and assuming the Company receives the consent of Creo to the Offering under
  the provisions of Section 3.2 of the Standstill Agreement dated April 4, 2000
  between Scitex Corporation Ltd. and Creo (the Standstill Agreement), the
  execution and delivery of this Agreement and the performance of the transactions
  contemplated hereby will not result in a breach of, and do not create a state
  of facts which, after notice or lapse of time or both, will result in a
  breach of, and do not and will not conflict with, any of the terms,
  conditions or provisions of the constating documents, resolutions or by-laws
  of the Company or any indenture, contract, agreement (written or oral),
  instrument, lease or other document to which the Company is a party or by
  which the Company is contractually bound or any laws, orders or regulations
  applicable to the Company;
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (d) | the Company
  is the sole legal and beneficial owner of the Shares, all of which are
  validly issued as fully paid and non-assessable shares in the capital of Creo
  and are owned by the Company free and clear of all mortgages, liens, charges,
  pledges, security interests, encumbrances, adverse claims or demands
  whatsoever other than those contained in the Standstill Agreement;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

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| | (e) | no person,
  firm or corporation has any agreement or option, right or privilege (whether
  pre-emptive, contractual or otherwise) capable of becoming an agreement for
  the purchase or acquisition of any right or interest in any of the Shares;                                                                                                                                                                                                                                                                                                                               
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (a) | no
  authorization, approval or consent of any court, governmental authority, agency
  or other party in any jurisdiction is required to be obtained by the Company
  in connection with the sale and delivery of the Shares hereunder (other than the
  consent of Creo);                                                                                                                                                                                                                                                                                                         
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (f) | other than the Agents and their agents,
  there is no person, firm or corporation acting or purporting to act at the
  request of the Company, who is entitled to any brokerage or finders fee in
  connection with the transactions contemplated herein and in the event that
  any person, firm or corporation acting or purporting to act for the Company
  establishes a claim for any fee from the Agents, the Company covenants to
  indemnify and hold harmless the Agents with respect thereto and with respect
  to all costs reasonably incurred in defense thereof; and
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (g) | the Company has taken or will take all
  steps as may be necessary to comply with the requirements of the applicable
  securities laws in connection with the sale of the Shares and the Company is
  entitled to avail itself of the applicable prospectus and registration
  exemptions available under the applicable securities laws in respect of the
  trades in the Shares to Purchasers resident in those jurisdictions.                                                                                                                                                   

2.2          The
representations and warranties of the Company contained in this Agreement shall
be true at the time of sale of any of the Shares as though they were made at
the time of sale of any of the Shares.

3.            Representations
and Warranties of the Agents

3.1          Each
of the Agents represents and warrants to the Company and acknowledges that the
Company will be relying upon such representations and warranties in entering
into this Agreement, that:

| | (a) | it holds all licenses and permits that are
  required for carrying on its business in the manner in which such business
  has been carried on;                                                     
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                    
| | (b) | it has good and sufficient right and
  authority to enter into this Agreement and complete its transactions
  contemplated under this Agreement on the terms and conditions set forth
  herein; and
| |     |                                                                                                                                                                                                    
| | (c) | it is appropriately registered under the
  applicable securities laws of Provinces of Canada so as to permit it to
  lawfully fulfil its obligations hereunder.                                    

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3.2          The
representations and warranties of the Agents contained in this Agreement shall
be true at the time of sale of any of the Shares as though they were made at
the time of sale of any of the Shares.

4.            Covenants
of the Company

4.1          The
Company hereby covenants to and with the Agents that it will:

| | (a) | allow each of the Agents and its counsel to
  conduct all due diligence in connection with the Offering which the Agents
  may reasonably require;                                                                                                                                                                                                                                                                                                                                                                  
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (b) | use its commercially reasoanble efforts to
  obtain any necessary regulatory consents to the Offering on such terms as are
  mutually acceptable to the Agents and the Company, acting reasonably;                                                                                                                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (c) | duly, punctually and faithfully fulfil all
  legal requirements to permit the Offering, including, without limitation,
  compliance with all applicable securities legislation to enable the Shares to
  be sold in accordance with this Agreement;                                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (d) | ensure that the offer, sale and
  distribution of the Shares will fully comply with the requirements of
  applicable securities legislation;                                                                                                                                                                                                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (e) | duly and punctually perform all the
  obligations to be performed by it under this Agreement; and                                                                                                                                                                                                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (f) | not, and it
  will ensure that none of its associates or affiliates will, after the date
  hereof until the expiration of the period of 90 days following the sale of
  any of the Shares, offer, contract to sell, sell or otherwise dispose of any
  common shares of Creo or any security convertible into, exercisable into or
  exchangeable for, common shares of Creo, without the prior written consent of
  the Agents, unless, such sales are done at an average price per share that is
  at least $9.25.

5.            Covenants
of the Agents

5.1          Each
of the Agents covenants with the Company that:

| | (a) | it will comply with all applicable
  securities laws in connection with the Offering; and                                                                                                                                                                                                                                                                                                     
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                               
| | (b) | it has not and will not conduct any general
  solicitation or general advertising in connection with the offer and sale of
  the Shares, including advertisements, articles, notices or other
  communications published in any newspaper, magazine or similar media or
  broadcast over radio or television other than a tombstone advertisement
  announcing the completion of the Offering.

6.            Conditions
of Closing

6.1          The
purchase and sale of the Shares and the closing hereunder shall occur on June
12, 2003 subject to the fulfillment of the following conditions:

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| | (a) | the Company having obtained all requisite
  regulatory approvals required to be obtained by the Company in respect of the
  Offering on terms mutually acceptable to the Company and the Agents;                                                 
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                  
| | (b) | the subsequent resale of the Shares by the
  Purchasers outside of the United States being free from resale restrictions;                                                                                                                        
| |     |                                                                                                                                                                                                                                                  
| | (c) | the certificates representing the Shares to
  be delivered to the Purchasers being unlegended;                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                  
| | (d) | the Company having complied fully with all
  relevant statutory and regulatory requirements required to be complied with
  prior to the time of sale of the Shares in connection with the Offering;                                              
| |     |                                                                                                                                                                                                                                                  
| | (e) | the Company having taken all necessary
  corporate action to authorize and approve this Agreement and all other
  matters relating thereto;                                                                                                      
| |     |                                                                                                                                                                                                                                                  
| | (f) | the Agents having received prior to the
  sale of the Shares a favourable legal opinion of  the Corporate Secretary, addressed to the Agents, and
  acceptable in all reasonable respects to counsel to the Agents to the following
  effect:    
| |     |                                                                                                                                                                                                                                                  
| |     | (i)                                                                                                                                                                                                                                              
| |     |                                                                                                                                                                                                                                                  
| | (g) | the Agents having received prior to the
  sale of the Shares a favourable legal opinion of Blake, Cassels & Graydon
  LLP, addressed to the Agents, and acceptable in all reasonable respects to
  counsel to the Agents to the following effect:
| |     |                                                                                                                                                                                                                                                  
| |     | (i)                                                                                                                                                                                                                                              
| |     |                                                                                                                                                                                                                                                  
| |     | (ii)                                                                                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                  
| |     | (iii)                                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                  
| | (h) | the Agents having received prior to the
  sale of the Shares a favourable legal opinion of Proskauer Rose LLP,
  addressed to the Agents, and acceptable in all reasonable respects to counsel
  to the Agents to the following effect:          
| |     |                                                                                                                                                                                                                                                  
| |     | (i)                                                                                                                                                                                                                                              

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| |     | (ii).                                                                           | the sale of the Shares will be exempt from
  registration under the United States Securities Act of 1933, as amended;
| | --- | ------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------
| |     |                                                                                 |                                                                                                                      
| | (i) | any additional matters requested by counsel
  to the Agents, acting reasonably.

7.            Expenses

7.1          Upon the closing of the transactions contemplated hereby, all
reasonable costs and expenses (including legal, travel and out-of-pocket
expenses) incurred by the Agents in connection with carrying out the terms of
its engagement shall be borne by the Company; provided, however, that in no
event shall the Company be required to pay more than US$15,000.00 with respect
to such costs and expenses.

7.2          The
Agents may, from time to time, render accounts to the Company for its expenses
for payment on or before the dates set out in the accounts.

7.3          The
Company authorizes the Agents to deduct its expenses incurred in connection
with this Agreement, as prescribed in Section 7.1 above, from the proceeds of
the Offering, including expenses for which an account has not yet been rendered
to the Company.

8.          Indemnities

8.1          The
Company hereby covenants and agrees to protect, indemnify and hold harmless the
Agents and its directors, officers, employees, solicitors and agents (the
Agents and its directors, officers, employees, solicitors and agents being
individually, an Indemnified Party and, collectively, the Indemnified
Parties) from and against all losses, claims, costs, damages or liabilities
which they may suffer or incur caused by or arising directly or indirectly by
reason of:

| | (a) | the Company not complying with any
  requirement of any securities legislation or regulatory requirements in
  connection with the Offering;                                                                                                                                   
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                
| | (b) | the Companys failure to comply with any of
  its obligations hereunder including any breach of or default under any
  representation, warranty, condition, covenant or agreement of the Company in
  this Agreement or any other document to be delivered pursuant thereto; or
| |     |                                                                                                                                                                                                                                                                                
| | (c) | any untrue statements in or omissions from
  any public disclosure documentation supplied by the Company and relied upon
  by the Agents in the performance of its duties.                                                                                                     

8.2          If
any action or claim shall be asserted against an Indemnified Party in respect
of which indemnity may be sought from the Company pursuant to the provisions
hereof, or if any potential claim contemplated by this section shall come to
the knowledge of an Indemnified Party, the Indemnified Party shall promptly
notify the Company in writing of the nature of such action or claim (provided
that any failure to so notify shall not affect the Companys liability under
this paragraph unless such delay has prejudiced the defense to such
claim).  The Company shall assume the
defense thereof at its expense, provided, however that the defense shall be through
legal counsel acceptable to the Indemnified Party, acting reasonably.  In addition, the Indemnified Party shall
also have the right to employ separate counsel in any such action and
participate in the defense thereof, and the fees and expense of such counsel
shall be borne by the Company if:

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| | (a) | the Indemnified Party has been advised by
  counsel, acting reasonably, that representation of the Company and the
  Indemnified Party by the same counsel would be inappropriate due to actual or
  potential differing interests between them; or
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                    
| | (b) | the Company has failed within a reasonable
  time after receipt of such written notice to assume the defense of such
  action or claim.                                                                                                            

8.3          It
is understood and agreed that neither party shall effect any settlement of any
such action or claim or make any admission of liability without the written
consent of the other party, such consent not to be unreasonably withheld or
delayed.  The indemnity hereby provided for
shall remain in full force and effect and shall not be limited to or affected
by any other indemnity in respect of any matters specified in this section
obtained by the Indemnified Party from any other person.

8.4          To
the extent that any Indemnified Party is not a party to this Agreement, the
Agents shall obtain and hold the right and benefit of this section in trust for
and on behalf of such Indemnified Party.

The Company hereby
consents to personal jurisdiction and service and venue in any court in which
any claim which is subject to indemnification hereunder is brought against the
Agents or any Indemnified Party and to the assignment of the benefit of this
section to any Indemnified Party for the purpose of enforcement.

9.            Contribution

9.1          In
the event that, for any reason, the indemnity provided for in section 8 hereof
is illegal or unenforceable, the Agents and the Company shall contribute to the
aggregate of all losses, claims, costs, damages, expenses or liabilities of the
nature provided for in section 8 such that the Agents shall be responsible for
that portion represented by the percentage that the Agents commission bears to
the gross proceeds from the Offering and the Company shall be responsible for
the balance.  Notwithstanding the
foregoing, a person guilty of fraudulent misrepresentation shall not be
entitled to contribution from any other party. 
Any party entitled to contribution will, promptly after receiving notice
of commencement of any claim, action, suit or proceeding against such party in
respect of which a claim for contribution may be made against another party or
parties under this section, notify such party or parties from whom contribution
may be sought.  In no case shall such
party from whom contribution may be sought be liable under this contribution
agreement unless such notice shall have been provided, but the omission to so
notify such party shall not relieve the party from whom contribution may be
sought from any other obligation it may have otherwise than under this section.  The right to contribution provided in this
section shall be in addition to, and not in derogation of, any other right to
contribution which the Agents may have by statute or otherwise by law.

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10.          Termination
Rights

10.1        The
Agents shall be entitled, at its option, to terminate all of its obligations
under this Agreement, and the obligations of any person from whom the Agents
has solicited an order to purchase Shares by notice to that effect delivered to
the Company at any time.

10.2        If
the Agents terminate this Agreement pursuant to this section 10, there shall be
no further liability on the part of the Agents or the Purchasers.  The right of the Agents to terminate its
obligations under this Agreement is in addition to such other remedies as it
may have or have in respect of any default, act or failure to act of the
Company in respect of any of the matters contemplated by this Agreement.

11.          Confidentiality

11.1        Each
of the Agents agrees that it will keep all confidential information (the
Information) provided to it hereunder confidential and will not, without the
prior consent of Scitex, disclose any of the Information to any party other
than its officers, directors, employees, agents, and counsel (collectively, the
Representatives) who have a need to review such Information in connection
with the performance by each of the Agents of its obligations hereunder
provided, however, that the obligation hereunder to maintain confidentially
does not apply to Information which:

| | (a) | is provided to a person who has executed a
  confidentiality agreement acceptable to Scitex;                                                                                                                                                                            
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                         
| | (b) | is or becomes generally available to the
  public other than as a result of a disclosure by the Agents;                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                         
| | (c) | was available to the Agents on a non-confidential
  basis prior to its disclosure by Scitex;                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                         
| | (d) | becomes available to the Agents on a
  non-confidential basis from a party other than Scitex or Creo who is not
  otherwise known by the Agents to be bound by a confidentiality agreement and
  prohibited from transmitting the Information to the Agents; or         
| |     |                                                                                                                                                                                                                                                                         
| | (e) | is required to be disclosed pursuant to any
  law, rule policy, or regulation or pursuant to any order or decree of any
  appropriate court or governmental agency (in which case, the Agents shall
  notify Scitex prior to the Agents disclosure of the Information).

12.          Breach
of Agreement

12.1        Any
breach of, or failure by the Company to comply with, any term or condition of
this Agreement shall entitle the Agents, on behalf of the Purchasers of the
Shares, to terminate their obligations to purchase the Shares by notice to that
effect given to the Company.  If either
of the Agents terminates this Agreement pursuant to this section 12, there
shall be no further liability on the part of the Agents or the Purchasers.  Each of the Agents may waive, in whole or in
part, or extend the time for compliance with, any terms and conditions without
prejudice to its rights in respect of any other terms and conditions or any
other or subsequent breach or non-compliance provided, however, that any waiver
or extension must be in writing and signed by the Agents in order to be binding
upon it.

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13.          No
United States Offers and Sales

13.1        For
purposes of this Agreement, the following terms shall have the meanings
indicated:

| | (a) | 1933 Act  means the Securities Act of
  1933 (United States), as amended;                                                                               
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                           
| | (b) | Regulation S means Regulation S
  promulgated by the SEC under the 1933 Act;                                                                            
| |     |                                                                                                                                                           
| | (c) | SEC means the United States Securities
  and Exchange Commission;                                                                                       
| |     |                                                                                                                                                           
| | (d) | United States means the United States of
  America, its territories and possessions, any state of the United States, and
  the District of Columbia; and
| |     |                                                                                                                                                           
| | (e) | U.S. person has the meaning ascribed
  thereto in Rule 902 of Regulation S.                                                                             

13.2        The
Company represents and warrants to and covenants and agrees with the Agents
that neither the Company nor any of its affiliates, nor any person acting on
their behalf, has made or will make:

| | (a) | any offer to sell, or any solicitation of
  an offer to buy, any Shares to a U.S. person or a person in the United
  States;                                                                                                                                                                                                                                          
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                       
| | (b) | except as permitted under the
  provisions of Rule 144 under the 1933 Act, any sale of Shares,
  unless, at the time the buy order was or will have been originated, the
  Purchaser was outside the United States or the Company, its affiliates, and
  any person acting on their behalf reasonably believed that the Purchaser was
  outside the United States; and
| |     |                                                                                                                                                                                                                                                                                                                                                                       
| | (c) | any directed selling efforts as that terms
  is defined in Rule 902 of Regulation S.                                                                                                                                                                                                                                                                                  

13.3        Each
of the Agents represents and warrants to and covenants and agrees with the
Company as follows:

| | (a) | the Agent acknowledges that none of the
  Shares has been or will be registered under the 1933 Act;                                                                    
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                        
| | (b) | neither of the Agents nor any of their
  affiliates nor any person acting on their behalf or on behalf of their
  affiliates has knowingly made or will knowingly make:
| |     |                                                                                                                                                                        
| |     | (i)                                                                                                                                                                    

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| |  | (ii)  | except as permitted under the provisions of
  Rule 144 under the 1933 Act, any sale of Shares to any Purchaser unless, at
  the time the buy order was or will have been originated, the Purchaser was
  outside the United States, or an Agent, affiliate, or person acting on behalf
  of either reasonably believed that such Purchaser was outside the United
  States; and
| |  | ----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |       |                                                                                                                                                                                                                                                                                                                                                                                
| |  | (iii) | any directed selling efforts as that term
  is defined in Rule 902 of Regulation S.                                                                                                                                                                                                                                                                                            

14.          Notices

14.1        Any
notice under this Agreement shall be given in writing and either delivered or
telecopied to the party to receive such notice at the address or telecopy
numbers indicated below:

| | to the Company:                      
| | -------------------------------------
| |                                      
| | Scitex Corporation Ltd.              
| | 3 Azrieli Center, Triangle Building  
| | Tel Aviv, 67023, Israel              
| |                                      
| | Attention:                           
| | Telefax:                             
| |                                      
| | With a copy to the Companys counsel:
| |                                      
| | Proskauer Rose LLP                   
| | 1585 Broadway                        
| | New York, New York 10036-8299        
| |                                      
| | Attention:                           
| | Telefax:                             
| |                                      
| | to the Agents:                       
| |                                      
| | Dundee Securities Corporation        
| | Suite 3424, Four Bentall Centre      
| | 1055 Dunsmuir Street                 
| | Vancouver, British Columbia          
| | V7X 1K8                              
| |                                      
| | Attention:                           
| | Telefax:                             
| |                                      
| | Raymond James Ltd.                   
| | Suite 5300 Scotia Plaza              
| | 40 King Street West                  
| | Toronto, Ontario                     
| | Canada M5H
  3Y2                     

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| | Attention:                          | John Cushman            
| | ----------------------------------- | ------------------------
| | Telefax:                            | (416) 416-777-7114      
| |                                    
| | with a copy to the Agents counsel:
| |                                    
| | Cassels Brock & Blackwell LLP      
| | Scotia Plaza, Suite 2100           
| | 40 King Street West                
| | Toronto, Ontario                   
| | Canada M5H 3C2                     
| |                                    
| | Attention:                          | Lawrence D. Wilder, Esq.
| | Telefax:                            | (416) 350-6904          
| |                                    
| | White & Case LLP                   
| | 1155 Avenue of the Americas        
| | New York, NY 10036                 
| |                                    
| | Attention:                          | Mark L. Mandel, Esq.    
| | Telefax:                            | (212) 354-8113          

or such other address or telecopy number as
such party may hereafter designate by notice in writing to the other
party.  If a notice is delivered, it
shall be effective from the date of delivery; if such notice is telecopied
(with receipt confirmed), it shall be effective on the business day following
the date such notice is telecopied.

15.          Survival

15.1        All
representations, warranties, and agreements of the Company contained herein or
contained in any document submitted pursuant to this Agreement or in connection
with the purchase of the Shares shall survive the purchase of the Shares by the
Purchasers and shall continue in full force and effect unaffected by any
subsequent disposition of the Shares for a period of twenty-four (24) months
from the sale of all of the Shares.

16.          Time
of the Essence

16.1        Time
shall, in all respects, be of the essence hereof.

17.          Headings

17.1        The
headings contained herein are for convenience only and shall not affect the
meaning or interpretation hereof.

18.          Singular
and Plural, etc.

18.1        Where
the context so requires, words importing the singular number include plural and
vice versa, and words importing gender shall include the masculine, feminine
and neuter genders.  The
representations, warranties and covenants of the entities comprising the
Company shall be joint as well as several.

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19.          Severability

19.1        The
invalidity or unenforceability of any particular provision of this Agreement
shall not affect or limit the validity or enforceability of the remaining
provisions of this Agreement.

20.          Governing
Law

20.1        This
Agreement shall be governed by and construed in accordance with the laws of the
Province of British Columbia and the laws of Canada, applicable therein.

21.          Successors
and Assigns

21.1        The
terms and provisions of this Agreement shall be binding upon and enure to the
benefit of the Company, the Agents and their respective successors and
permitted assigns, provided that, except as herein provided, this Agreement
shall not be assignable by any party without the written consent of the others.

22.          Further
Assurances

22.1        Each
of the parties hereto shall do or cause to be done all such acts and things and
shall execute or cause to be executed all such documents, agreements and other
instruments as may reasonably be necessary or desirable for the purpose of
carrying out the provisions and intent of this Agreement.

23.          Entire
Agreement

23.1        The
provisions herein contained constitute the entire agreement between the parties
hereto and supersede all previous communications, representations,
understandings and agreements between the parties with respect to the subject
matter hereof, whether verbal or written, except for the Engagement Agreement.

24.          Counterparts

24.1        This
Agreement may be executed in any number of counterparts all of which when taken
together shall be deemed to be one and the same document and not withstanding
their actual date of execution shall be deemed to be dated as of the date first
above written.

25.          Effective
Date

25.1        This
Agreement is intended to and shall take effect as of the date first set forth
above, notwithstanding its actual date of execution or delivery.

If the above is in
accordance with your understanding, please sign and return to the Agents a copy
of this letter, whereupon this letter and your acceptance shall constitute a
binding agreement between the Company and the Agents.

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RAYMOND JAMES LTD.

|Per:                                                                                   |                       
|-------------------------------------------------------------------------------------- | ----------------------
|                                                                                       |                       
|                                                                                       | Authorized
  Signatory
|                                                                                       |                       
|                                                                                       |                       
|DUNDEE SECURITIES CORPORATION                                                         
|                                                                                       |                       
|Per:                                                                                   |                       
|                                                                                       |                       
|                                                                                       | Authorized
  Signatory
|                                                                                       |                       
|                                                                                       |                       
|The above offer is hereby accepted and
  agreed to as of the date first above written.
|                                                                                       |                       
|SCITEX CORPORATION LTD.                                                               
|                                                                                      
|Per:                                                                                   |                       
|                                                                                       |                       
|                                                                                       | Authorized Signatory  

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