---

---

Exhibit 4(a)(2)

ASSET PURCHASE AGREEMENT

BY AND BETWEEN

EASTMAN KODAK COMPANY

AND

SCITEX DIGITAL PRINTING, INC.,

SCITEX CORPORATION, LTD.,

AND

SCITEX DEVELOPMENT CORP.

November 24, 2003

---

---

TABLE OF CONTENTS

|   |                                               |                                                                    | Page
|-- | --------------------------------------------- | ------------------------------------------------------------------ | ----
|   |                                               |                                                                    |     
|   |                                               |                                                                    |     
|1. | Definitions                                   | 1                                                                 
|   |                                               |                                                                    |     
|2. | Basic Transaction                             | 11                                                                
|   | (a)                                           | Purchase and Sale of Assets                                        | 11  
|   | (b)                                           | Assumption of Liabilities                                          | 11  
|   | (c)                                           | Purchase Price                                                     | 11  
|   | (d)                                           | The Closing                                                        | 12  
|   | (e)                                           | Deliveries at the Closing                                          | 12  
|   | (f)                                           | Allocation of Consideration                                        | 12  
|   | (g)                                           | Agreements Not Assigned                                            | 13  
|   |                                               |                                                                    |     
|3. | Representations and Warranties of the Sellers | 13                                                                
|   | (a)                                           | Incorporation; Subsidiaries                                        | 13  
|   | (b)                                           | Authorization; Execution and Delivery; Valid and Binding Agreement | 14  
|   | (c)                                           | Noncontravention                                                   | 14  
|   | (d)                                           | Brokers Fees                                                      | 15  
|   | (e)                                           | Title to Assets; Capital Stock                                     | 15  
|   | (f)                                           | Financial Statements                                               | 16  
|   | (g)                                           | Events Subsequent to Most Recent Fiscal Quarter End                | 16  
|   | (h)                                           | Title to Properties                                                | 16  
|   | (i)                                           | Legal Compliance                                                   | 17  
|   | (j)                                           | Intellectual Property                                              | 17  
|   | (k)                                           | Tangible Assets                                                    | 19  
|   | (l)                                           | Contracts relating to the Business                                 | 19  
|   | (m)                                           | Litigation                                                         | 20  
|   | (n)                                           | Labor Relations                                                    | 21  
|   | (o)                                           | Employee Benefits                                                  | 21  
|   | (p)                                           | Environmental, Health, and Safety Matters                          | 23  
|   | (q)                                           | Permits and Authorization                                          | 23  
|   | (r)                                           | Assets of the Business                                             | 24  
|   | (s)                                           | Undisclosed Liabilities                                            | 24  
|   | (t)                                           | Protection of Proprietary Information                              | 24  
|   | (u)                                           | Taxes                                                              | 25  
|   | (v)                                           | Insurance                                                          | 25  
|   | (w)                                           | Related-Party Transactions; Affiliates                             | 25  
|   | (x)                                           | Warranties                                                         | 26  
|   | (y)                                           | Product Liability                                                  | 26  
|   | (z)                                           | DISCLAIMER OF WARRANTIES                                           | 26  
|   |                                               |                                                                    |     
|4. | Representations and Warranties of the Buyer   | 26                                                                
|   | (a)                                           | Organization of the Buyer                                          | 26  
|   | (b)                                           | Authorization; Execution and Delivery; Valid and Binding Agreement | 27  

i

---

---

|   | (c)                                    | Noncontravention                                         | 27
|-- | -------------------------------------- | -------------------------------------------------------- | --
|   | (d)                                    | Brokers Fees                                            | 27
|   | (e)                                    | Litigation                                               | 27
|   | (f)                                    | Financial Ability                                        | 27
|   |                                        |                                                          |   
|5. | Covenants of the Sellers and the Buyer | 28                                                      
|   | (a)                                    | General                                                  | 28
|   | (b)                                    | Notices and Consents                                     | 28
|   | (c)                                    | Conduct of the Business                                  | 29
|   | (d)                                    | Access                                                   | 31
|   | (e)                                    | Notice of Developments                                   | 31
|   | (f)                                    | Employees                                                | 31
|   | (g)                                    | WARN Act                                                 | 33
|   | (h)                                    | Tax Matters                                              | 34
|   | (i)                                    | Trademarks; Tradenames                                   | 35
|   | (j)                                    | Confidentiality                                          | 36
|   | (k)                                    | Non-Competition                                          | 38
|   | (l)                                    | Exclusivity                                              | 39
|   | (m)                                    | Insurance                                                | 40
|   |                                        |                                                          |   
|6. | Conditions to Obligation to Close      | 40                                                      
|   | (a)                                    | Conditions to Obligation of the Buyer                    | 40
|   | (b)                                    | Conditions to Obligation of the Sellers                  | 41
|   |                                        |                                                          |   
|7. | Termination                            | 42                                                      
|   | (a)                                    | Termination of Agreement                                 | 42
|   | (b)                                    | Effect of Termination.                                   | 43
|   | (c)                                    | Payment Upon Certain Termination.                        | 44
|   |                                        |                                                          |   
|8. | Survival; Indemnification              | 44                                                      
|   | (a)                                    | Survival of Representations and Warranties and Covenants | 44
|   | (b)                                    | Indemnification by the Sellers                           | 44
|   | (c)                                    | Indemnification by the Buyer                             | 45
|   | (d)                                    | Method of Asserting Claims                               | 45
|   | (e)                                    | Other Indemnification Provisions                         | 46
|   | (f)                                    | Limitations on Indemnification                           | 47
|   | (g)                                    | Mitigation                                               | 48
|   | (h)                                    | Subrogation                                              | 48
|   |                                        |                                                          |   
|9. | Miscellaneous                          | 48                                                      
|   | (a)                                    | Press Releases and Public Announcements                  | 48
|   | (b)                                    | No Third-Party Beneficiaries                             | 49
|   | (c)                                    | Entire Agreement                                         | 49
|   | (d)                                    | Succession and Assignment                                | 49
|   | (e)                                    | Counterparts                                             | 49
|   | (f)                                    | Headings                                                 | 49
|   | (g)                                    | Notices                                                  | 49

ii

---

---

| | (h) | Governing Law; Venue; Jurisdiction      | 51
| | --- | --------------------------------------- | --
| | (i) | Amendments and Waivers                  | 51
| | (j) | Severability                            | 51
| | (k) | Expenses                                | 52
| | (l) | Construction                            | 52
| | (m) | Incorporation of Exhibits and Schedules | 52
| | (n) | Bulk Transfer Laws                      | 52
| | (o) | Reliance                                | 52
| | (p) | Facsimiles                              | 53
| | (q) | Guaranty                                | 53
| | (r) | Subsequent Closing                      | 53

iii

---

---

EXHIBITS

|Exhibit | Exhibit Name                                      
|------- | --------------------------------------------------
|        |                                                   
|A       | Tax Custody
  Agreement                           
|        |                                                   
|B       | Indemnification
  Custody Agreement               
|        |                                                   
|C       | Skadden,
  Arps, Slate, Meagher & Flom LLP Opinion
|        |                                                   
|D       | Goldfarb,
  Levy, Eran & Co. Opinion              
|        |                                                   
|E       | Harter,
  Secrest & Emery LLP Opinion             

iv

---

---

ASSET PURCHASE AGREEMENT

This Asset
Purchase Agreement (this Agreement), dated as of November 24, 2003, is
made by and among Eastman Kodak Company, a New Jersey corporation (the Buyer),
Scitex Digital Printing, Inc., a Massachusetts corporation (SDP),
Scitex Corporation, Ltd., a corporation organized under the laws of Israel (SCL
and, together with SDP, the Sellers and each a Seller), and
Scitex Development Corp., a Massachusetts corporation (SDC).  Each of the entities in the preceding
sentence are referred to collectively herein as the Parties and
individually as a Party.

WHEREAS,
the Sellers, either themselves or through some or all of their Subsidiaries,
are engaged in the business of designing, developing, manufacturing, marketing
and supporting products for the commercial and transaction printing market,
including high-speed inkjet printing systems (the Business; for
purposes of clarity, it is expressly agreed and understood by the Parties that
the Business shall not include any business, activities, assets and properties
of SCL and its Subsidiaries and Affiliates other than the business, activities,
assets and properties of (a) SDP and its Subsidiary, (b) Scitex Digital
Printing Nederlands BV, a company organized under the laws of the Netherlands
(SDP Nederlands) and its Subsidiaries, (c) Scitex Digital
Printing UK Limited, a private limited company organized under the laws of the
United Kingdom (SDP UK), (d) Scitex Digital Printing (Asia Pacific)
Pte. Ltd., a private limited liability company organized under the laws of
Singapore (SDP Singapore), and (e) Scitex Digital Printing Japan K.K.,
a corporation organized under the laws of Japan (SDP Japan)); and

WHEREAS,
the Sellers desire to sell and assign to the Buyer, and the Buyer desires to
purchase and assume from the Sellers, on the terms and subject to the
conditions set forth in this Agreement, the Acquired Assets and Assumed
Liabilities.

NOW,
THEREFORE, in consideration of the premises and the mutual promises herein
made, and in consideration of the representations, warranties, and covenants
herein contained, the Parties agree as follows:

---

---

1.   Definitions.

Acquired
Assets means all of the Sellers right, title, and interest (subject to
Permitted Security Interests) in and to all of the Sellers assets and rights
relating to the Business, including the following assets of the Sellers that
are (in the case of SCL, primarily) used in, related to, or arise out of the
Business, but which shall not include any of the Excluded Assets: (a) Leases
and Third Party Leases that are listed on §3(h) of the Disclosure Schedule (the
Assumed Leases), improvements, fixtures, and fittings thereon, and
easements, rights-of-way, and other appurtenants thereto (such as appurtenant
rights in and to public streets), (b) tangible personal property (and any
related product warranties (including machinery, equipment, inventories of raw
materials and supplies, manufactured and purchased parts, goods in process and
finished goods, furniture, automobiles, trucks, tractors, and trailers)),
(c) all Intellectual Property, (d) agreements, contracts, instruments,
guaranties, other similar arrangements, and rights thereunder, including those
listed on §3(l) of the Disclosure Schedule (collectively, the Assumed
Contracts), (e) accounts receivable, notes receivable, and other
receivables, (f) claims, deposits, prepayments, refunds, unclaimed funds,
causes of action, rights of recovery, rights of set off, and rights of
recoupment, (g) Governmental Authorizations, (h) books, records, ledgers,
files, documents, customer lists, correspondence, lists, plans, architectural
plans, drawings, and specifications, creative materials, advertising and
promotional materials, studies, reports, technical reports, laboratory data and
laboratory notebooks, models, prototypes, bread boards, brass boards, and other
printed or written materials, (i) technical and descriptive materials (in
whatever form relating to the acquisition, design, development, use or
maintenance of the products and services sold by or offered for sale by the
Business), (j) all Inventory of the Sellers, (k) all software programs in any
media, including any compilers, tools libraries, source codes, debuggers and
higher level or proprietary language, (l) all claims that the Sellers may have
against any Person relating to or arising out of any Acquired Asset, including
rights to recover damages, settlements, rights to refunds, claims for
compensation or benefits, insurance claims, claims of infringement or past
infringement of any Intellectual Property rights and royalty or similar rights
related to any Intellectual Property, (m) rights in and with respect to the
assets associated with the Assumed Plans or Employee Benefit Plans of any
Seller Subsidiary, (n) all of the issued and outstanding shares of capital
stock of (1) SDP Australia (the Australia Shares), (2) SDP
Nederlands (the Nederlands Shares), (3) SDP UK (the UK Shares),
(4) SDP Singapore (the Singapore Shares), and (5) SDP Japan (the Japan
Shares), (o) with respect to the Seller Subsidiaries only, (1) the
corporate charter, qualifications to conduct business as a foreign corporation,
arrangements with registered agents relating to foreign qualifications,
taxpayer and other identification numbers, seals, minute books, stock transfer
books, blank stock certificates, and other documents relating to the
organization, maintenance, and existence of the Seller Subsidiaries as
corporate entities and (2) all cash, cash equivalents and bank accounts of SDP
Subsidiaries, and (p) cash or cash equivalents of SDP in excess of $12,000,000.

Adverse
Consequences means all actions, losses, suits, proceedings, judgments,
orders, damages, dues, penalties, interest, costs, fines, expenses, and fees,
including reasonable attorneys fees and expenses.

Affiliate
has the meaning set forth in Rule 12b-2 of the regulations promulgated under
the Securities Exchange Act.

Agreement
has the meaning set forth in the preface above.

Allocation
has the meaning set forth in §2(g) herein.

Assumed
Contracts has the meaning set forth in this §1.

Assumed
Leases has the meaning set forth in this §1.

2

---

---

Assumed
Liabilities means all Liabilities of the Sellers relating to or arising
out of the Business or the Acquired Assets on the Closing Date, except the
Retained Liabilities.

Assumed
Plans means (i) SDPs Executive Employee Severance Pay Plan, as amended
and restated on August 26, 2003, including all appendices thereto, (ii) SDPs
Employee Severance Pay Plan dated February 1, 1999, (iii) the Deferred
Compensation Plan, (iv) Severance Letters from SDP to Michael Codispoti, Marva
Cosby, Stephen Henriksen, Richard Klein, Wayne Lemmerbrock, Eliezer Lubitch,
Kazem Samandari, Nachum Shamir and Yosef Zylberberg each dated September 2,
2003 (only to the extent such Persons become Transferred Employees), and (v)
any Employee Benefit Plan assumed by the Buyer in accordance with §5(f)(v)
herein.

Antitrust
Laws means any antitrust or trade regulatory laws of any Governmental
Entity.

Australia
Shares  has the meaning set forth
in this §1.

Basket
Amount has the meaning set forth in §8(f)(i) herein.

Business
has the meaning set forth in the preface above.

Buyer
has the meaning set forth in the preface above.

Buyer
Disclosure Schedule has the meaning set forth in §4 herein.

Buyer
Indemnified Parties has the meaning set forth in §8(b)(i) herein.

Buyer
Losses has the meaning set forth in §8(b)(i) herein.

Cap
Amount has the meaning set forth in §8(f)(i) herein.

Claim
has the meaning set forth in §8(d)(i) below.

Closing
has the meaning set forth in §2(e) herein.

Closing
Date has the meaning set forth in §2(e) herein.

Code
means the Internal Revenue Code of 1986, as amended.

Confidential
Information has the meaning set forth in §5(j)(iii).

Confidentiality
Agreement has the meaning set forth in §9(c) herein.

Deferred
Compensation Plan means the Scitex Digital Printing, Inc. Supplemental
Deferred Compensation Plan, including the Adoption Agreement related thereto
dated December 20, 1995, as amended on August 26, 2003.

Disclosing
Party has the meaning set forth in §5(j)(i) herein.

3

---

---

Disclosure
Schedule means the Sellers Disclosure Schedule accompanying this
Agreement as defined in §3 herein.

Employee
means each individual employed by the Seller as of the Closing Date including
those employees of the Seller who are on vacation, short-term disability or
other approved leave of absence from employment on such date; provided, however,
that persons who are on short-term disability, vacation or leave of absence
will not become Employees unless they return to active employment within four
(4) weeks after the Closing Date and that persons on long-term disability are
not Employees.

Employee
Benefit Plan has the meaning set forth in §3(o)(i) herein.

Environmental,
Health, and Safety Requirements shall mean all federal, state, local and
foreign statutes and regulations concerning public health and safety, and
pollution or protection of the environment, including without limitation all
those relating to the presence, use, production, generation, handling,
transportation, treatment, storage, disposal, distribution, discharge, release,
control, or cleanup of any Hazardous Substances.

Equity
Interest has the meaning set forth in §3(e)(iii) herein.

ERISA
means the Employee Retirement Income Security Act of 1974, as amended.

ERISA
Affiliate has the meaning set forth in §3(o)(i) herein.

Excluded
Assets means (i) the corporate charter, qualifications to conduct business
as a foreign corporation, arrangements with registered agents relating to foreign
qualifications, taxpayer and other identification numbers, seals, minute books,
stock transfer books, blank stock certificates, and other documents relating to
the organization, maintenance, and existence of the Sellers as corporate
entities, (ii) all deferred Tax assets and Tax attributes of the Sellers,
including all net operating losses, deductions and credits, refunds,
overpayments and prepayments of Taxes, (iii) all Tax Returns of the Sellers and
all books and records relating thereto, (iv) all rights of the Sellers under
this Agreement (or under any other agreement between the Sellers on the one
hand and the Buyer on the other hand entered into on or after the date of this
Agreement), (v) any Employee Benefit Plan or employment agreement (other than
provisions or agreements as to confidentiality or proprietary rights) between
SDP and any employee, other than the Assumed Plans and any Employee Benefit
Plan of any Seller Subsidiary and all funds and accounts held thereunder and
assets and liabilities related thereto, (vi) the capital stock of the Sellers
or of any Affiliate of the Sellers, other than the Seller Subsidiaries; (vii) any personnel files or records related to any employee of any Seller,
(viii) $12,000,000 in cash and cash equivalents of SDP, (ix) bank accounts of
the Sellers (except for those bank accounts of SDP reasonably requested by the
Buyer and feasibly transferable by SDP), (x) the Seller Trademarks, and (xi)
any Liability from SDP or SCL or any of their respective Subsidiaries (other
than the Seller Subsidiaries.

Excluded
Business has the meaning set forth in §9(r) herein.

4

---

---

Financial
Statements has the meaning set forth in §3(f) herein.

GAAP
means United States generally accepted accounting principles, methods and
practices set forth in the opinions and pronouncements of the Accounting
Principles Board and the American Institute of Certified Public Accountants,
and statements and pronouncements of the Financial Accounting Standards Board,
the Securities and Exchange Commission or of such other Person as may be
approved by a significant segment of the U.S. accounting profession, as in
effect on the date of this Agreement.

General
Liabilities Account has the meaning set forth in §2(c)(ii).

General
Survival Period has the meaning set forth in §8(a) herein.

Governmental
Authorizations means approvals, permits, licenses, orders, registrations,
certificates, variances and similar rights obtained from Governmental Entities.

Governmental
Entity has the meaning set forth in §3(c) herein.

Hart-Scott-Rodino Act
means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

Hazardous
Substances means any flammable explosives, radon, radioactive materials,
asbestos, urea formaldehyde foam insulation, polychlorinated biphenyls,
petroleum products, methane, hazardous materials, hazardous wastes, hazardous
or toxic substances, chemical substances or mixtures and pesticides as defined
in the Comprehensive Environmental Response, Compensation and Liability Act of
1980, as amended (42 U.S.C. Section 9601 et seq.), the Toxic Substances Control
Act (15 U.S.C. Sections 2601 et seq.), the Hazardous Materials Transportation
Act, as amended (49 U.S.C. Sections 1801 et seq.), the Resource Conservation
and Recovery Act, as amended (42 U.S.C. Sections 6901 et seq.), the Federal
Insecticide, Fungicide and Rodenticide Act (7 U.S.C. Sections 136 et seq.) and
any other applicable environmental Laws.

Income
Tax means any (i) federal, state, local or foreign income tax and (ii) all
interest, penalties, fines, additions to tax or additional amounts imposed by
any taxing authority in connection with any item described in clause (i) above.

Indemnification
Custody Agreement has the meaning set forth in §2(c)(ii).

Indemnified
Party has the meaning set forth in §8(d) herein.

Indemnifying
Party has the meaning set forth in §8(d) herein.

5

---

---

Intellectual
Property means (i) all patents and patent applications, together with all
divisions, reissuances, continuations, continuations-in-part, revisions,
revivals, extensions, substitutions, and reexaminations thereof, (ii) all
trademarks, service marks, trade dress, logos, trade names, Internet domain
names and corporate names, together with all goodwill associated therewith, and
all applications, registrations, and renewals in connection therewith, (iii)
all works of authorship, all copyrights related thereto, and all applications,
registrations, and renewals in connection therewith, (iv) all inventions,
improvements, know-how, discoveries, disclosures, technology, methods,
drawings, designs, mask works, technical processes, developments, techniques,
formulae, work papers, algorithms, technical data, and trade secrets and other
proprietary information, (v) all computer software (including data and related
documentation), and (vi) the right to make derivative works of, and any moral
rights related to, the foregoing items.

Inventory
means all inventory held for resale and all other raw materials, work in process,
finished products, spares, wrapping, supply and packaging items related to the
Business.

Japan
Shares has the meaning set forth in this §1.

Knowledge
means (i) in the case of the Sellers, the actual knowledge of the Sellers
employees listed on §1 of the Disclosure Schedule or such knowledge which
should have been obtained by such Persons after reasonable inquiry, which shall
include the reasonable inquiry of Gary Froelich and Joan Haushalter as to matters
relevant to their services on behalf of SDP, or (ii) in the case of the Buyer,
the actual knowledge of the Buyer or such knowledge which should have been
obtained by the Buyer after reasonable inquiry.

Law
has the meaning set forth in §3(c) herein.

Leased
Real Property means all interests in real property pursuant to the Leases.

Leases
means the real property leases, subleases, licenses and use or occupancy
agreements pursuant to which any Seller or Seller Subsidiary is the lessee,
sublessee, licensee, user or occupant of real property, or interests therein in
connection with the conduct of the Business as of the Closing Date.

Liability
means any direct or indirect liability, obligation, damage, or indebtedness
(whether known or unknown, whether asserted or unasserted, whether absolute or
contingent, whether accrued or unaccrued, whether liquidated or unliquidated,
and whether due or to become due).

Material
Adverse Effect means such state of facts, event, change or effect that has
had or would reasonably be expected to have, individually or in the aggregate,
a material adverse effect on the Business, taken as a whole (except for any
state of facts, event, change or effect (i) relating to general economic
conditions in any of the geographic areas in which the Sellers operate, (ii)
relating to conditions caused by acts of terrorism or war (whether or not
declared) to the extent not directly causing physical damage to the Acquired
Assets, (iii) affecting Persons in the industries in which the Sellers
operate to the extent the Business is not disproportionately affected as
compared to other industry participants, (iv) which arise from, are related to,
or have been reflected in this Agreement or the Disclosure Schedule (in the
case of the Disclosure Schedule, only to the extent of the significance and
magnitude which are accurately reflected or readily apparent on the face of the
disclosure made in the relevant Disclosure Schedule), or (v) which become
applicable as a result of the business or activities in which the Buyer is or
proposes to be engaged, or as a result of any acts or omissions by, the Buyer),
or that would reasonably be expected to materially impair the ability of the
Seller to perform its obligations under, or to consummate the transactions
contemplated by, this Agreement.

6

---

---

Most
Recent Balance Sheet means the balance sheet contained within the Most
Recent Financial Statements.

Most
Recent Financial Statements has the meaning set forth in §3(f) herein.

Most
Recent Fiscal Quarter End has the meaning set forth in §3(f) herein.

Most
Recent Fiscal Year End has the meaning set forth in §3(f) herein.

Nederlands
Shares has the meaning set forth in this §1.

Non-Income
Tax means any tax other than an Income Tax.

Non-Income
Tax Return  means any Tax Return
filed in respect of Non-Income Taxes.

Ordinary
Course of Business means the ordinary course of business consistent with
past practice.

Parties
has the meaning set forth in the preface above.

Permitted
Security Interest has the meaning set forth in this §1.

Person
means an individual, a partnership, a corporation, a limited liability company,
an association, a joint stock company, a trust, a joint venture, an unincorporated
organization, or a governmental entity (or any department, agency, or political
subdivision thereof).

Purchase
Price has the meaning set forth in §2(c) herein.

Purchase
Transaction means (i) any direct or indirect acquisition, whether by
purchase, merger, consolidation, stock sale (primary or secondary) or any other
structure which would result in the direct or indirect sale of any substantial
part of any of SDPs or a Seller Subsidiarys capital stock, assets or
Business, in either one or a series of transactions outside the Ordinary Course
of Business, or (ii) any arrangement whereby direct or indirect effective
operating control of SDPs or any Seller Subsidiarys assets, consolidated
business or a substantial portion thereof is granted to another party.

7

---

---

Receiving
Party has the meaning set forth in §5(j)(i) herein.

Release
of Hazardous Material means any actual or threatened spilling, leaking,
pumping, pouring, emitting, emptying, discharging, injecting, escaping,
leaching, dumping, or disposing of any Hazardous Substance into the environment
(including the abandonment or discarding of barrels, containers, and other
closed receptacles containing, or which may have contained, any Hazardous
Substance).

Release
Event means the close of business on the twentieth (20th)
business day following the Closing Date, unless the Buyer establishes that a
notice of lien with respect to the Acquired Assets was filed prior to the
Closing Date by the IRS in accordance with Section 6323(f) of the Code and
Treas. Reg. §301.6323(f)-1 (a Tax Lien Notice), in which case, a
Release Event shall be the earliest to occur of (i) a withdrawal of the Tax
Lien Notice pursuant to §6323 of the Code or the Treas. Regs. thereunder, (ii)
a final determination that the Tax Lien Notice was defective or was otherwise
not valid as against the Buyer by a court or agency of competent jurisdiction,
(iii) the payment or other settlement in full of the tax claim which gave rise
to the Tax Lien Notice or (iv) a written acknowledgement of the Buyer that the
Tax Lien Notice is not valid against it.

Required
Consents has the meaning set forth in §5(b)(i) herein.

Retained
Liabilities means (i) any Liability of any Seller for any Income Taxes for
any period, (ii) any Liability of any Seller or Seller Subsidiary arising from
any obligation of such Seller or Seller Subsidiary to indemnify any Person by
reason of the fact that such Person was a director or officer of any Seller or
its Subsidiaries or was serving at the request of any such entity as a partner,
trustee, director or officer of another entity (whether such indemnification is
for judgments, damages, penalties, fines, costs, amounts paid in settlement,
losses, expenses, or otherwise and whether such indemnification is pursuant to
any statute, charter document, bylaw, agreement, or otherwise), (iii) any
intercompany Liability among the Sellers and any of their respective
Subsidiaries and/or Creo Inc. (other than solely among the Seller
Subsidiaries), (iv) any Liability of any Seller or Seller Subsidiary for costs
and expenses (other than one-half of all Transfer Taxes), including finders fees,
incurred in connection with this Agreement and the transactions contemplated
hereby, (v) Liabilities of any Seller or Seller Subsidiary arising under
foreign, federal or state securities laws, (vi) any Liability or obligation of
any Seller or Seller Subsidiary under this Agreement (or under any other
agreement between any Seller on the one hand and the Buyer on the other hand
entered into on or after the date of this Agreement and prior to Closing), (vi)
any Liability for severance with respect to any employee who does not become a
Transferred Employee because he/she does not accept employment with the Buyer
or its Affiliates pursuant to an offer made in accordance with §5(f) below, and
(vii) any Liability related to any Employee Benefit Plan or employment
agreement (other than provisions or agreements as to confidentiality or
proprietary rights) between SDP and any employee, other than the Assumed Plans
or any Employee Benefit Plan of any Seller Subsidiary.

8

---

---

SCL
has the meaning set forth in the preface above.

SDC
has the meaning set forth in the preface above.

SDP
has the meaning set forth in the preface above.

SDP
Australia means Scitex Digital Printing Pty Ltd., a private limited
company organized under the laws of Australia.

SDP
Japan has the meaning set forth in the preface above.

SDP
Nederlands has the meaning set forth in the preface above.

SDP
Singapore has the meaning set forth in the preface above.

SDP
UK has the meaning set forth in the preface above.

Securities
Act means the Securities Act of 1933, as amended.

Securities
Exchange Act means the Securities Exchange Act of 1934, as amended.

Security
Interest means any mortgage, pledge, lien, encumbrance, charge, or other
security interest, other than (A) mechanics, carriers, workers,
repairers, materialmens, warehousemens and other similar liens for sums not
yet due and payable and other similar liens that are being contested in good
faith, (B) liens for Taxes not yet due or payable (other than liens for United
States Federal Income Taxes of SDP or SDC in respect of which an IRS assessment
has been made), (C) liens securing rental payments under capital lease
arrangements, and (D) installments of special assessments not yet due and
payable, recorded easements, covenants or other restrictions, utility easements,
building restrictions, set-back requirements, zoning restrictions and other
easements and restrictions generally with respect to property of a similar
character and other matters affecting title which do not have a material and
adverse impact on the current use or occupancy of the property subject thereto;
clauses (A) through (D) above shall collectively be referred to herein as Permitted
Security Interests.

Sell-Off
Period has the meaning set forth in §5(i)(iii) herein.

Seller
and Sellers has the meaning set forth in the preface above.

Seller
Indemnified Parties has the meaning set forth in §8(c)(i) herein.

Seller
Losses has the meaning set forth in §8(c)(i) herein.

Seller
Subsidiaries has the meaning set forth in §3(a) herein.

9

---

---

Seller
Trademarks has the meaning set forth in §5(i)(i) herein.

Shares
means, collectively, the Australia Shares, the Nederlands Shares, UK Shares,
the Singapore Shares and the Japan Shares.

Small
Claim Amount has the meaning set forth in §8(f)(i) herein.

Singapore
Shares has the meaning set forth in this §1.

Special
Survival Period has the meaning set forth in §8(a) herein.

Subsidiary
means any Person with respect to which a specified Person (or a Subsidiary
thereof) owns a majority of the common stock or similar ownership interests or
has the power to vote or direct the voting of sufficient ownership interests to
elect a majority of the directors or persons filling a similar role with
respect to such Person.

Superior
Proposal means any offer not solicited in violation of the provisions of
§5(l) and made by a third party to consummate a Purchase Transaction, which the
board of directors of SCL determines in good faith has a reasonable likelihood
of closing and is otherwise on terms which the board of directors of SCL
determines in good faith (after consultation with a financial advisor and
considering such other matters as it deems relevant) would, if consummated,
result in a transaction more favorable to the stockholders of SCL than the
transaction contemplated hereby, taking into account, in the reasonable good
faith judgment of the board of directors of SCL after consultation with its
financial advisor, the financial means of the Person making the Superior
Proposal to consummate such transaction.

SWDA
has the meaning set forth in §3(p)(iv) herein.

Tax
or Taxes means (i) all federal, state, local or foreign taxes,
charges, fees, imposts, levies, duties or other assessments, including, without
limitation, all net income, alternative minimum or add-on tax, gross income,
gross receipts, capital, sales, use, ad valorem, value added, transfer,
franchise, profits, inventory, capital stock, license, security, employment,
unemployment, withholding, excise, severance, stamp, occupation, property and
estimated taxes, sewer taxes, customs duties, fees, assessments and charges of
any kind whatsoever, and (ii) all interest, penalties, fines, additions to tax
or additional amounts imposed by any taxing authority in connection with any
item described in clause (i) above.

Tax
Account has the meaning set forth in §2(c)(i) herein.

Tax
Custody Agreement has the meaning set forth in §2(c)(i).

Tax
Lien Notice has the meaning set forth in this §1.

10

---

---

Tax
Return means any report, return, statement, declarations, estimates and
forms (including any related or supporting information) or other written
information required to be supplied to any taxing authority in connection with
Taxes.

Third
Party Lease means each lease, sublease or other right of occupancy
affecting or relating to a property used or held for use in the conduct of the
Business as of the Closing Date in which any Seller or Seller Subsidiary is the
landlord, either pursuant to the terms of a lease or sublease agreement.

Transfer
Tax Returns has the meaning set forth in §5(h)(i).

Transfer
Taxes has the meaning set forth in §5(h)(i) herein.

Transferred
Employee has the meaning set forth in §5(f)(i) herein.

UK
Shares has the meaning set forth in this §1.

WARN
Act has the meaning set forth in §5(g) herein.

2.   Basic
Transaction.

(a)     Purchase
and Sale of Assets. On and subject to the terms and conditions of this
Agreement, the Buyer agrees to purchase from the Sellers, and the Sellers agree
to sell, transfer, convey, and deliver to the Buyer, all of the Acquired Assets
at the Closing for the consideration specified below in this §2.

(b)     Assumption
of Liabilities. On and subject to the terms and conditions of this
Agreement, the Buyer agrees to assume and become responsible for the Assumed
Liabilities at the Closing.  The Buyer
will not assume or have any responsibility, however, with respect to the
Retained Liabilities.

(c)     Purchase
Price. The aggregate purchase price will be Two Hundred and Fifty Million
Dollars ($250,000,000) (the  Purchase Price).  On the terms and subject to the conditions
set forth herein, at the Closing, the Buyer will pay the Initial Purchase Price
as follows:

| | (i)          fifteen
  million dollars ($15,000,000) in immediately available funds by wire transfer
  to a U.S. bank account of SDC as designated in writing by SDP at least two
  (2) business days prior to the Closing (the Tax Account), which
  account shall be maintained in accordance with the terms of the Custody
  Agreement attached hereto as Exhibit A (the Tax Custody Agreement)
  prior to a Release Event;
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (ii)         ten
  million dollars ($10,000,000) in immediately available funds by wire transfer
  to a U.S. bank account of SDC or SCL as designated in writing by SDP at least
  two (2) Business days prior to the Closing (the General Liabilities
  Account), in accordance with the terms of the Custody Agreement attached
  hereto as Exhibit B (the Indemnification Custody Agreement); and                          

11

---

---

| | (iii)        the
  amount of the balance of the Purchase Price by wire transfer of immediately
  available funds to an account designated in writing by SDP or SCL at least
  (2) two business days prior to the Closing.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(d)     The
Closing.  The closing of the
transactions contemplated by this Agreement (the Closing) shall take
place at the offices of Skadden, Arps, Slate, Meagher & Flom LLP, Four
Times Square, New York, New York 10036, commencing at 9:00 a.m. local time on
the second business day following the satisfaction or waiver of all conditions
to the obligations of the Parties to consummate the transactions contemplated
hereby (other than conditions with respect to actions the respective Parties
will take at the Closing itself) or such other date as the Parties may mutually
determine (the Closing Date).

(e)     Deliveries
at the Closing. At the Closing, (i) the Sellers will deliver to the Buyer
the various certificates, instruments, and documents referred to in §6(a)
below; (ii) the Buyer will deliver to the Sellers the various certificates,
instruments, and documents referred to in §6(b) below; (iii) the Sellers will
execute, acknowledge (if appropriate), and deliver to the Buyer (A) assignments
(including Assumed Lease, Assumed Contract and Intellectual Property transfer
documents) in customary form to be reasonably agreed by the Parties, (B) a
non-foreign certification for SDP in customary form to be reasonably agreed by
the Parties, (C) a bill of sale with respect to the Acquired Assets in
customary form to be reasonably agreed by the Parties, and (D) such other
instruments of sale, transfer, conveyance, and assignment as the Buyer and its
counsel reasonably may request; (iv) the Buyer and Sellers will execute,
acknowledge (if appropriate), and deliver to each other (A) an assignment and
assumption agreement in customary form to be reasonably agreed by the Parties,
to assign the Assumed Liabilities to the Buyer, (B) the Tax Custody Agreement
and (C) the Indemnification Custody Agreement; and (v) the Buyer will deliver
to the Sellers (A) such other instruments of assumption as the Sellers and
their counsel reasonably may request; and (B) the consideration specified in §2(c)
above.

(f)     Allocation
of Consideration.  As promptly as
reasonably practicable after the Closing, the Sellers and the Buyer shall
reasonably agree to allocate the Purchase Price and Assumed Liabilities in
accordance with §2(f) of the Disclosure Schedule (the Allocation),
which section of the Disclosure Schedule shall be attached when determined by
the Parties.  Each of the Sellers and
the Buyer shall (i) be bound by the Allocation for purposes of determining any
Taxes, (ii) timely file all forms (including Internal Revenue Service Form
8594) and Tax Returns required to be filed in connection with the Allocation,
(iii) prepare and file, and cause its Affiliates to prepare and file, their
respective Tax Returns on a basis consistent with the Allocation, and (iv) take
no position, and cause its Affiliates to take no position, inconsistent with
the Allocation on any applicable Tax Return, in any proceeding before any
taxing authority or in any report made for Tax purposes.  In the event that the Allocation is disputed
by any taxing authority, the Party receiving notice of the dispute shall
promptly notify and consult with the other Party and keep the other Party
reasonably appraised of material developments concerning resolution of such
dispute.

12

---

---

(g)     Agreements
Not Assigned.  To the extent that
the transfer or assignment of any Acquired Asset relating to the Business shall
require the consent of another party thereto, this Agreement shall not
constitute an agreement to transfer or assign the same if an attempted
assignment would constitute a breach thereof, but the Sellers and the Buyer
agree to use reasonable commercial efforts to obtain the written consent of the
other parties to the transfer or assignment of such Acquired Asset (it being
understood and agreed that the Sellers and the Buyer shall not be required to
make any payment or furnish any other material consideration to obtain any such
consent), and if any such consent with respect to an Acquired Asset (other than
any de minimis Acquired Asset) is not obtained prior to Closing, the Parties
shall in good faith effectuate such arrangements as are necessary to put the
Parties in as close an economic position as commercially practicable to that
which the Parties would have been in had consents been obtained.  The Parties hereby acknowledge and agree
that any such arrangements would require, among other things, (i) SDP to remain
subject to its obligations under any contract with respect to which a consent to
assignment is required under the applicable contract but has not been
delivered, (ii) the Buyer to promptly reimburse the Sellers for any and all
costs, expenses or losses, including reasonable attorneys fees, incurred by
the Sellers as a result of the Sellers taking, at the request of the Buyer,
legal or other action on behalf of or for the benefit of the Buyer with respect
to such contracts or as a result of the Buyers failure to perform the Sellers
obligations under such contracts arising on or after the Closing and to
indemnify the Sellers for any Adverse Consequence relating to the Buyers
failure to so perform, and (iii) the Sellers to remit to the Buyer any payments
or refunds received by the Sellers from any party under the applicable contract,
in each of the cases described in clauses (i)-(iii), all in a manner consistent
with the purposes and intent of this Agreement.  If and when any such consent is obtained in a form and substance
reasonably acceptable to the Buyer, the Sellers shall promptly transfer or
assign, as applicable, such Acquired Asset to the Buyer without payment of
additional consideration.  For purposes
of this Agreement, it shall be reasonable for the Buyer not to accept the form
and substance of any consent if it (x) changes or modifies, in any material
respect, any Acquired Asset, (y) results in any material cost to the Buyer, or
(z) imposes any material and adverse conditions on the Buyer with respect to
its running the Business or use of an Acquired Asset.

3.   Representations
and Warranties of the Sellers. The Sellers make the following
representations and warranties to the Buyer as of the date of this Agreement
and as of the Closing Date, which representations and warranties are qualified
(subject to §9(m)(iii) below) as to any documents, materials or other matters
disclosed on or referred to in the Sellers disclosure schedule accompanying
this Agreement (the Disclosure Schedule):

(a)     Incorporation;
Subsidiaries. Each Seller and each Seller Subsidiary is a corporate entity
duly organized, validly existing and in good standing (with respect to those
jurisdictions that recognize the concept of good standing) under the laws of
the jurisdiction of its incorporation or organization, which jurisdiction for
each Seller Subsidiary is set forth in §3(a) of the Disclosure Schedule.  Each Seller and each Seller Subsidiary has
the requisite corporate power to carry on its business as is now being
conducted.  Each Seller and each Seller
Subsidiary is duly authorized and qualified to do business, to own, lease and
operate its properties in the places and in the manner as now being conducted,
except where the failure to be so authorized or qualified would not have a
Material Adverse Effect.  Except for ownership
of the Subsidiaries set forth on §3(a) of the Disclosure Schedule (the Seller
Subsidiaries), no Seller nor any Seller Subsidiary has, directly or
indirectly, any joint venture or partnership with, or any ownership interest
in, any other Person; provided, however, that SCL makes no
representation, warranty, agreement or covenant of any kind pursuant to this
Agreement (including, without limitation, pursuant to this §3) with respect to
any Person other than (x) SDP and the Seller Subsidiaries and the Business as
conducted by each such entity and (y) itself as such relate to this Agreement
and the transactions contemplated hereby. 
Except as set forth on §3(a) of the Disclosure Schedule, SDP Australia
is not and has not been a party to any agreement, contract, subcontract,
lease, sublease, arrangement, commitment, license or sublicense, whether
written or oral and whether with any Seller or any other
Person.

13

---

---

(b)     Authorization;
Execution and Delivery; Valid and Binding Agreement. Each Seller has the
corporate power and authority to execute and deliver this Agreement and to
perform its obligations hereunder.  The
execution, delivery and performance of this Agreement by each Seller and the consummation
of the transactions contemplated hereby have been duly and validly authorized
by all requisite corporate proceedings of each Seller, and no other proceedings
on its part are necessary to authorize the execution, delivery and performance
of this Agreement.  This Agreement has
been duly executed and delivered by each Seller and, assuming that this
Agreement is the valid and binding agreement of the Buyer, constitutes the
valid and binding obligation of each Seller, enforceable in accordance with its
terms, except as such enforcement may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or other laws of general application
affecting enforcement of creditors rights or by general principles of equity.

(c)     Noncontravention.
Assuming the receipt of the consents, approvals or waivers set forth in §3(c)
of the Disclosure Schedule and compliance with the applicable notice, filing,
authorization and other requirements of the Hart-Scott-Rodino Act, other
Antitrust Laws, the Nasdaq
National Market, the Tel Aviv Stock Exchange, and foreign, federal and state
securities laws, neither the execution and the delivery of this Agreement, nor
the consummation of the transactions contemplated hereby (including the
assignments and assumptions referred to in §2 above), will (i) violate any
constitution, statute, regulation, rule, injunction, judgment, order, decree,
ruling, charge, or other restriction (a Law) of any government,
governmental agency, or court (a Governmental Entity) to which any
Seller or Seller Subsidiary is subject, (ii) violate any provision of the
charter or bylaws or other similar governance documents of any Seller or Seller
Subsidiary, (iii) conflict with, result in a breach of, constitute a default
under, result in the acceleration of, create in any party the right to
accelerate, terminate, or cancel, or require any notice under any material
agreement, contract, Lease, Third Party Lease, license, instrument, or other
arrangement to which any Seller or Seller Subsidiary is a party or by which it
is bound or to which any of its assets is subject, in each case, as of the date
hereof, or (iv) require any Seller or Seller Subsidiary to give any notice to,
make any filing with, or obtain any authorization, consent, or approval of any
Governmental Entity in order for any Seller or Seller Subsidiary to consummate
the transactions contemplated by this Agreement, except, in the case of clauses
(i), (iii) and (iv), for any such violations, conflicts, breaches, defaults,
rights of acceleration, terminations, cancellations, requirements or other
actions or notices that would not, individually or in the aggregate, have a
Material Adverse Effect.

14

---

---

(d)     Brokers
Fees. The Sellers have no liability or obligation to pay any fees or
commissions to any broker, finder, or agent with respect to the transactions
contemplated by this Agreement for which the Buyer is liable or obligated.

(e)     Title
to Assets; Capital Stock.

| | (i)          The
  Sellers have good title to, or a valid leasehold interest in, the Acquired
  Assets and the Seller Subsidiaries have good title to, or a valid leasehold
  interest in, their assets, free and clear of all Security Interests, except
  for properties and assets disposed of in the Ordinary Course of Business
  since the date of this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (ii)         The
  authorized capital stock of SDP Australia consists of AUD1, of which only 1 share,
  constituting the Australia Shares, is issued and outstanding.  The authorized capital stock of SDP
  Nederlands consists of 2,500,000 Euro, of which only 1,250 shares,
  constituting the Nederlands Shares, are issued and outstanding.  The authorized capital stock of SDP UK
  consists of £1,000, of which only 2 shares, constituting the UK Shares,
  are issued and outstanding.  The
  authorized capital stock of SDP Singapore consists of SGD500,000, of which
  only 100,000 shares, constituting the Singapore Shares, are issued and outstanding.  The authorized capital stock of SDP Japan
  consists of 10,000,000 Yen, of which only 200 shares, constituting the Japan
  Shares, are issued and outstanding. 
  All of the Shares have been duly authorized and validly issued, are
  fully paid and nonassessable.  The
  Shares are owned of record and beneficially directly or indirectly by SDP (as
  to SDP Australia) and SCL (as to the other Seller Subsidiaries), as
  applicable, free and clear of Security Interests.  None of the Shares was issued in violation of any preemptive
  rights, rights of first refusal or similar rights. There are no voting
  agreements or voting trusts with respect to any of the Shares.  No person or entity owns any shares of
  capital stock or other securities of SDP Nederlands, SDP UK, SDP Singapore or
  SDP Japan other than SCL, or of SDP Australia other than SDP.  None of SDP Australia, SDP Nederlands, SDP
  UK, SDP Singapore or SDP Japan has any obligation to purchase, redeem or
  otherwise acquire any of its securities or any interests therein or to pay
  any dividend or make any distribution in respect thereof.  There are no securities, options,
  warrants, calls, subscription rights, conversion rights or other contracts
  that obligate SDP, SCL, SDP Australia, SDP Nederlands, SDP UK, SDP Singapore
  or SDP Japan to issue, sell or otherwise cause to become outstanding any
  shares of capital stock or other securities of SDP Australia, SDP Nederlands,
  SDP UK, SDP Singapore or SDP Japan, as the case may be.

15

---

---

| | (iii)        §3(e)
  of the Disclosure Schedule sets forth for each Subsidiary, if any, of SDP
  Australia, SDP Nederlands, SDP UK, SDP Singapore and SDP Japan, where
  applicable, the classes and amounts of its authorized capital stock, share
  capital and/or other equity interests and/or rights to acquire equity
  interests of such Person (collectively, the Equity Interests), the
  amount of its issued or outstanding Equity Interests and the beneficial
  owners of its issued Equity Interests. 
  Except as set forth in §3(e) of the Disclosure Schedule, there are no
  Equity Interests of any Seller Subsidiary issued, reserved for issuance or
  outstanding.  All of the Equity
  Interests of the Seller Subsidiaries have been duly authorized and validly
  issued and are fully paid and nonassessable.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(f)     Financial
Statements. The Sellers have provided the Buyer with copies of the
following financial statements (collectively the Financial Statements):
(i) audited balance sheets and statements of income, as of and for the fiscal
years ended December 31, 2002 and December 31, 2001 (in the case of December
31, 2002, the Most Recent Fiscal Year End) for SDP; (ii)
 reviewed balance sheets and statements of income, as of and for the
fiscal years ended December 31, 2002 and December 31, 2001 for the
Business; and (iii) unaudited balance sheet and statement of income, (the Most
Recent Financial Statements) as of and for the nine (9) months ended
September 30, 2003 (the Most Recent Fiscal Quarter End) for the
Business.  The Financial Statements have
been prepared in accordance with GAAP applied on a consistent basis throughout
the periods covered thereby (except as may be stated in the notes thereto), and
present fairly in all material respects the financial condition of SDP or the
Business, as applicable, as of such dates and the results of operations of SDP
or the Business for such periods; provided, however, that the
Most Recent Financial Statements are subject to normal year-end adjustments
(which are not expected, individually or in the aggregate, to be material) and
lack footnotes and other presentation items.

(g)     Events
Subsequent to Most Recent Fiscal Quarter End.  Since the Most Recent Fiscal Quarter End and through the date of
this Agreement, (x) there has not been a Material Adverse Effect and (y) SDP
and the Seller Subsidiaries have paid or made no dividend or other distribution
of cash or cash equivalents other than to SDP or another Seller Subsidiary and
none have been authorized or declared.

(h)     Title
to Properties.

| | (i)          No
  Seller or Seller Subsidiary owns any real property.  The real property demised by the Leases
  described in §3(h) of the Disclosure Schedule constitutes all of the real
  property leased by SDP or primarily used by the Sellers and the Seller
  Subsidiaries in connection with the Business.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (ii)         The
  Leases are valid, binding and in full force and effect in all material
  respects, and the relevant Seller or Seller Subsidiary holds a valid and
  existing leasehold interest under each of the Leases for the term set forth
  in each such Lease.  The Sellers have
  delivered to the Buyer true and correct copies of each of the Leases.  The relevant Seller or Seller Subsidiary
  is not in material default under any of the Leases and, to the Knowledge of
  the Sellers, no other party to the Leases is in material breach or default
  under any of the Leases, and no event or omission has occurred or failed to
  occur which with notice or lapse of time would constitute a material breach
  or default, or permit termination or modification under any of the Leases.

16

---

---

(i)     Legal
Compliance.

| | (i)          Each
  Seller and Seller Subsidiary has complied with all applicable Laws of federal,
  state, local, and foreign Governmental Entities, except for such
  noncompliance as would not, individually or in the aggregate, have a Material
  Adverse Effect.  No action, suit,
  proceeding, hearing, investigation, complaint, demand, or notice has been
  filed or commenced against the Sellers or Seller Subsidiaries alleging any
  failure so to comply, which would, individually or in the aggregate, have a
  Material Adverse Effect and, to the Knowledge of the Sellers, none has been
  filed, commenced or threatened.                                                                                                                                                                                                                                                                                                                                   
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (ii)         All
  Leased Real Property conforms to and complies with all covenants, conditions,
  restrictions, reservations, land use, zoning, health, fire, water and
  building codes and other similar Laws, and no such Laws prohibit, limit or
  condition the use or operation of the Leased Real Property as currently used
  and operated in each case, except for any non-conforming, non-compliance,
  prohibition, limitation or condition as would not individually or in the
  aggregate, have a Material Adverse Effect. 
  To the Knowledge of the Sellers, there is no pending or threatened
  material change in the zoning classification of any premises where the
  Business is conducted.  The relevant
  Seller or Seller Subsidiary has operated and maintained such premises in
  accordance with applicable Laws, except for any non-conformance or
  non-compliance that would not, individually or in the aggregate, have a
  Material Adverse Effect.

(j)     Intellectual
Property.

| | (i)          Except
  as set forth in §3(j)(i) of the Disclosure Schedule, to the Knowledge of the
  Sellers, no Seller or Seller Subsidiary in the conduct of Business, has in
  any material respect infringed upon, misappropriated, or violated any
  Intellectual Property rights of third parties, and no Seller or Seller
  Subsidiary has received any written notice alleging any such infringement,
  misappropriation, or violation. 
  Except as set forth in §3(j)(i) of the Disclosure Schedule, to the
  Knowledge of the Sellers, no third party has in any material respect
  infringed upon, misappropriated, or violated any Intellectual Property rights
  of the Sellers or the Seller Subsidiaries included in the Acquired Assets or
  the assets of any Seller Subsidiary.  There have been no written infringement
  studies prepared in the last three (3) years, including written opinions of
  counsel,prepared by or on behalf of the Sellers in
  connection with the products of the Business other than those provided to the
  Buyer prior to the date hereof.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

17

---

---

| | (ii)         §3(j)(ii)
  of the Disclosure Schedule sets forth, as of the date hereof, for the
  Intellectual Property included in the Acquired Assets or the assets of any
  Seller Subsidiary used in the conduct of the Business and owned by each
  Seller and Seller Subsidiary, a complete and accurate list of all United
  States and foreign (a) patents and patent applications used or held for use
  by each Seller and Seller Subsidiary in connection with the Business, (b)
  trademark and service mark registrations, trademark and service mark
  applications and material unregistered trademarks and service marks used by
  each Seller and Seller Subsidiary in connection with the Business, (c)
  copyright registrations, copyright applications and material unregistered
  copyrights used by each Seller and Seller Subsidiary in connection with the
  Business, (d) each material license, agreement, or other permission by which
  each Seller or Seller Subsidiary has granted any rights to any third party
  with respect to any of its Intellectual Property used in connection with the
  Business, and (e) all material software (excluding commercially-available
  off-the-shelf software) used by each Seller or Seller Subsidiary in
  connection with the Business.  With
  respect to each item of Intellectual Property set forth in §3(j)(ii) of the
  Disclosure Schedule, except as set forth therein:
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (iii)        §3(j)(iii)
  of the Disclosure Schedule sets forth, as of the date hereof, each material
  item of third-party (which, for these purposes, shall mean any Person other
  than SDP and the Seller Subsidiaries) Intellectual Property that each Seller
  or Seller Subsidiary uses in connection with the Business, pursuant to a
  license, sublicense, agreement, or permission.  With respect to each such item of third-party Intellectual
  Property set forth in §3(j)(iii) of the Disclosure Schedule, except as set
  forth therein:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

18

---

---

| |                                                                                                                                                                                                                                                                                              | (C)     no
  Seller or Seller Subsidiary has granted any sublicense or similar right with
  respect to the license, sublicense, agreement, or permission;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                              | (D)     assuming
  the receipt of the approvals or authorizations or making of the notices or
  filings set forth in §3(c) of the Disclosure Schedule, to the Knowledge of
  the Sellers, no facts or circumstances exist with respect to such license,
  sublicense, agreement or permission nor have the Sellers taken any action
  that would preclude, limit or impair the license, sublicense, agreement or
  permission from being legal, valid, binding, enforceable and in full force
  and effect following the consummation of the transactions contemplated
  hereby, subject to bankruptcy, insolvency, reorganization, moratorium and
  similar laws of general applicability relating to or affecting creditors
  rights and to general equity principles;
| |                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                              | (E)     to
  the Knowledge of the Sellers, no suit or action is pending that challenges
  the validity or enforceability of the third-party Intellectual Property
  underlying the license, sublicense, agreement or permission and, to the
  Knowledge of the Sellers, there is no basis for any such claim; and                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                              | (F)     none
  of the Sellers or the Seller Subsidiaries has obtained any rights in such
  third party Intellectual Property under any oral license, sublicense,
  agreement or permission.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (iv)        After
  the Closing, no Seller or Affiliate of any Seller (other than the Seller Subsidiaries)
  will have any interest in the Intellectual Property included in the Acquired
  Assets or the assets of any Seller Subsidiaries except to the extent provided
  in §2(g) hereof.

(k)     Tangible
Assets. The buildings, machinery, equipment, and other tangible assets that
the Sellers and Seller Subsidiaries own and lease and that are used in
connection with the Business have been maintained in accordance with normal
industry practice and are in workable condition and repair (subject to normal
wear and tear).

(l)     Contracts
relating to the Business.  §3(l) of
the Disclosure Schedule lists the following contracts and other agreements
relating to the Business to which a Seller or Seller Subsidiary is a party as
of the date hereof:

| | (i)          any
  agreement (or group of related agreements) for the lease of personal property
  to or from any Person providing for lease payments in excess of $350,000 per
  annum;
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

19

---

---

| | (ii)         any
  agreement (or group of related agreements) for the purchase or sale of raw
  materials, commodities, supplies, products, or other personal property, or
  for the furnishing or receipt of services, the performance of which involves
  annual consideration in excess of $1,500,000;                                   
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                             
| | (iii)        any
  agreement concerning a partnership or joint venture or any agreement calling
  for material payments based on the revenues or profits of the Business;                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                             
| | (iv)         any
  written or oral agreement (or group of related agreements) under which the
  Sellers or Seller Subsidiaries have created, incurred, assumed, or guaranteed
  any indebtedness for borrowed money, or any capitalized lease obligation, in
  excess of $100,000;                                                          
| |                                                                                                                                                                                                                                                                                                                                             
| | (v)          any
  material agreement concerning noncompetition;                                                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                             
| | (vi)         any
  collective bargaining agreement;                                                                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                             
| | (vii)        any
  agreement for the employment of any individual providing annual compensation in
  excess of $250,000 or providing material severance benefits to executives;                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                             
| | (viii)       any
  material contracts, agreements, licenses and other commitments and
  arrangements in effect with respect to the marketing, distribution,
  licensing, or promotion of the Inventory by any independent sales person,
  distributor, sublicensor or other remarketer or sales organization, in excess
  of $2,500,000; and
| |                                                                                                                                                                                                                                                                                                                                             
| | (ix)         any
  other agreement the performance of which involves annual consideration in
  excess of $1,500,000.                                                                                                                                                                                                                        

With respect to each Assumed
Contract and each agreement, contract, instrument or other similar arrangement
to which a Seller Subsidiary is a party: 
(A) the agreement is valid, binding, and in full force and effect in all
material respects, except as such enforcement may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or other laws of general
application affecting enforcement of creditors rights or by general principles
of equity; (B) none of the Sellers or Seller Subsidiaries, nor to the Knowledge
of the Sellers, any other party, is in material breach or default, and no event
has occurred which with notice or lapse of time would constitute a material
breach or default, or permit termination, modification, or acceleration, under
the agreement; and (C) no Seller or Seller Subsidiary has, and to the Knowledge
of the Sellers, no other party has, repudiated any material provision of the
agreement.  Each such agreement
constitutes the entire agreement of the respective parties thereto relating to
the subject matter thereof.

(m)     Litigation.  Except as set forth on §3(m) of the
Disclosure Schedule, there is no action, suit, investigation or proceeding
pending, or, to the Knowledge of the Sellers, threatened against or affecting,
the Business, any Acquired Asset or the assets of any Seller Subsidiary before
any Governmental Entity which would have a Material Adverse Effect or which in
any manner challenges or seeks to prevent, enjoin, alter or materially delay
the transactions contemplated hereby. 
Except as set forth on §3(m) of the Disclosure Schedule, none of the
Business, the Acquired Assets or the assets of any Seller Subsidiary is subject
to any material order, writ, judgment, award, injunction, or decree of any Governmental
Entity.

20

---

---

(n)     Labor
Relations.  Except as set forth on
§3(n) of the Disclosure Schedule, no Seller or Seller Subsidiary is a party to
or bound by any collective bargaining agreement or similar arrangement, nor has
it experienced any strike or material grievance, material claim of unfair labor
practices, or other collective bargaining or analogous dispute within the past
three (3) years.  Other than under or
pursuant to any existing collective bargaining agreement or similar
arrangement, to the Knowledge of the Sellers, there is no organizational effort
presently being made or threatened by or on behalf of any labor union, work
council or similar organization with respect to employees of the Business.  There is no pending material claim or, to
the Knowledge of the Sellers, threatened material claim, against the Sellers or
the Seller Subsidiaries alleging the violation of any Laws relating to
employment, equal employment opportunity, nondiscrimination, immigration,
wages, hours, benefits, collective bargaining, the payment of social security
and similar Taxes, occupational safety and health and plant closing.  To the Knowledge of the Sellers, the Sellers
have paid all amounts of compensation due to their employees and former
employees and have properly withheld, reported, and paid all Taxes on the same.

(o)     Employee
Benefits.

| | (i)          §3(o)
  of the Disclosure Schedule contains a list of each material employee benefit
  plan (as defined in §3(3) of ERISA) and each employment, bonus, deferred
  compensation, incentive compensation, stock purchase, stock option, stock
  appreciation right or other stock-based incentive, fringe benefit, severance,
  change-in-control, termination pay, welfare, hospitalization or other
  medical, disability, life or other insurance, supplemental unemployment
  benefits, profit-sharing, pension, or retirement plan, program, agreement or
  arrangement and each other material employee benefit plan, program, agreement
  or arrangement, sponsored, maintained or contributed to or required to be
  contributed to by each Seller or Seller Subsidiary, or by any trade or
  business, whether or not incorporated (an ERISA Affiliate), that
  together with each Seller or Seller Subsidiary, would be deemed a single
  employer within the meaning of Section 414(b), (c), (m) and (o) of the Code,
  for the benefit of any current or former employee or director of the Sellers
  or any Seller Subsidiary relating to the Business (each, an Employee Benefit
  Plan).
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (ii)         No
  Seller or Seller Subsidiary, nor any ERISA Affiliate, has ever sponsored or
  maintained or had any liability with respect to any pension plan subject to
  §412 of the Code, §302 of ERISA or Title IV of ERISA.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (iii)        Each
  Employee Benefit Plan that is intended to qualify under §401(a) of the Code
  has received a favorable determination letter from the Internal Revenue
  Service, and, to the Knowledge of the Sellers, no event has occurred which
  would cause any such Employee Benefit Plan to cease being so qualified.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

21

---

---

| | (iv)        No
  Employee Benefit Plan is (A) a multi-employer pension plan, as such term is
  defined in §3(37) of ERISA, (B) a multiple employer plan (within the
  meaning of §3(40) of ERISA or §413(c) of the Code), (C) a voluntary
  employees beneficiary association (within the meaning of §501(c)(9) of the
  Code), or (D) a multiple employer welfare arrangement (within the meaning
  of §3(40)(A) of ERISA).                                                                                                                                                                                           
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (v)         Each
  Employee Benefit Plan has been operated and administered in all material
  respects in accordance with its terms and applicable Laws, including but not
  limited to ERISA and the Code.                                                                                                                                                                                                                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (vi)        Except
  as set forth in §3(o) of the Disclosure Schedule, the consummation of the
  transactions contemplated by this Agreement will not, either alone or in
  combination with any other event, (A) entitle any current or former employee,
  officer or director of the Sellers or the Seller Subsidiaries relating to the
  Business to any severance pay or any other similar material termination
  payment, or (B) accelerate the time of payment or vesting, or increase the
  amount of, or otherwise enhance, any material benefit due to any such
  employee, officer, or director.                      
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (vii)       With
  respect to the Employee Benefit Plans (other than the Assumed Plans or
  Employee Benefit Plans of any Seller Subsidiary), there is no material
  liability which the Buyer shall assume as part of the transactions
  contemplated by this Agreement or otherwise.                                                                                                                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (viii)      With
  respect to the Assumed Plans, there is no material liability which the Buyer
  shall assume as part of the transactions contemplated by this Agreement or
  otherwise, related to any employees or former employees who terminate service
  with the Sellers prior to the Closing Date.                                                                                                                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (ix)        There
  are no pending or, to the Knowledge of the Sellers, threatened or anticipated
  material claims by or on behalf of any Employee Benefit Plan, by any employee
  or beneficiary under any such Employee Benefit Plan or otherwise involving
  any such Employee Benefit Plan (other than routine claims for benefits).                                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (x)         All
  group health plans of the Sellers, the Seller Subsidiaries and their
  respective ERISA Affiliates, comply and have complied in all material
  respects with the requirements of Part 6 of Title I of ERISA (COBRA).  Except as set forth in §3(o) of the
  Disclosure Schedule, no employee or former employee (or beneficiary of
  either) of the Sellers or the Seller Subsidiaries is entitled to receive any
  benefits, including without limitation, death or medical benefits (whether or
  not insured) beyond retirement or other termination of employment other than
  as applicable law requires.

22

---

---

(p)     Environmental,
Health, and Safety Matters.

| | (i)          Each
  Seller and Seller Subsidiary is in compliance in all material respects with
  all applicable Environmental, Health, and Safety Requirements, except for
  such non-compliance as would not, individually or in the aggregate, have a
  Material Adverse Effect.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (ii)         Without
  limiting the generality of the foregoing, each Seller and Seller Subsidiary
  has obtained, and is in compliance in all material respects with, all
  material permits, licenses and other authorizations that are required
  pursuant to applicable Environmental, Health, and Safety Requirements for the
  occupation of its facilities and the operation of the Business as of the
  Closing Date, except for such failure to obtain or such non-compliance as
  would not, individually or in the aggregate, have a Material Adverse Effect;
  a list of all such material permits, licenses and other authorizations is set
  forth in §3(p)(ii) of the Disclosure Schedule.                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (iii)        No
  Seller or Seller Subsidiary has received any written notice of any actual or
  alleged material violation of Environmental, Health, and Safety Requirements,
  or any material liabilities or potential material liabilities (whether
  accrued, absolute, contingent, unliquidated or otherwise), including any
  material investigatory, remedial or corrective obligations, arising under
  Environmental, Health, and Safety Requirements.                                                                                                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (iv)         Except
  as would not, individually or in the aggregate, have a Material Adverse Effect,
  no Seller or Seller Subsidiary has, on any real property owned or occupied by
  the Sellers or the Seller Subsidiaries, treated, stored, disposed of,
  arranged for or permitted the disposal of, transported, handled, or released
  any substance, including without limitation any hazardous substance, or owned
  or operated any asset relating to the Business in a manner that has given or
  would give rise to material liabilities, including liability for response
  costs, corrective action costs, personal injury, property damage, natural
  resources damages or attorney fees, pursuant to any Environmental, Health,
  and Safety Requirements.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (v)          Notwithstanding
  any other provision of this Agreement, the Buyer acknowledges that the
  representations and warranties in this §3(p) are the exclusive representations
  and warranties of the Sellers relating to compliance with, or liabilities
  under, Environmental Health and Safety Requirements.                                                                                                                                                                                                                                                                                                                                                                                                                                                  

(q)     Permits
and Authorization.  As of the
Closing Date, each Seller and Seller Subsidiary will be in possession of all
Governmental Authorizations required for the conduct by the Sellers and the
Seller Subsidiaries of the Business, except for such licenses, permits or other
authorizations the absence of which would not, individually or in the aggregate,
have a Material Adverse Effect.

23

---

---

(r)     Assets
of the Business.  The Acquired
Assets together with the assets of the Seller Subsidiaries consist of
substantially all of the assets, properties, rights and agreements used or held
for use by the Sellers and the Seller Subsidiaries in connection with the
conduct of the Business as conducted as of the date of this Agreement (other
than the Excluded Assets).  A
substantial portion of Acquired Assets of SDP located in the United States are
located in the State of Ohio.

(s)     Undisclosed
Liabilities.  No Seller or Seller
Subsidiary has a Liability of any nature that would be required to be reflected
on a balance sheet prepared in accordance with GAAP (except for (i) liabilities
set forth on the Most Recent Balance Sheet and (ii) liabilities of a similar
nature or category reflected or reserved against on the Most Recent Balance
Sheet which have arisen after the Most Recent Fiscal Quarter End in the
Ordinary Course of Business), that would, individually or in the aggregate,
have a Material Adverse Effect.

(t)     Protection
of Proprietary Information.

| | (i)          Each
  Seller and Seller Subsidiary has taken commercially reasonable measures to
  protect the confidentiality of its trade secrets used in the Business.  To the Knowledge of the Sellers, no trade
  secret of the Sellers or the Seller Subsidiaries used in the Business has
  been disclosed or authorized to be disclosed to any third party other than
  pursuant to a written non-disclosure agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (ii)         All
  personnel, including employees, agents, consultants and contractors, who have
  contributed to or participated in the conception, reduction to practice or
  development of the Sellers and the Seller Subsidiaries Intellectual
  Property used in the conduct of the Business on behalf of the Sellers or the
  Seller Subsidiaries either:  (A) have
  been party to a work-for-hire arrangement or agreement with the Sellers or
  the Seller Subsidiaries that has accorded the Sellers or the Seller
  Subsidiaries exclusive ownership of, and all right, title and interest in and
  to, Intellectual Property thereby arising, (B) have executed appropriate
  instruments of assignment in favor of one or more of the Sellers or the
  Seller Subsidiaries as assignee that have conveyed to one or more of the
  Sellers or the Sellers Subsidiaries exclusive ownership of all right, title
  and interest in and to all Intellectual Property thereby arising, or (C) were
  employees of one or more of the Sellers or the Seller Subsidiaries such that
  by operation of law or otherwise one or more of the Sellers or the Seller
  Subsidiaries were accorded exclusive ownership of, and all right, title and
  interest in and to, all Intellectual Property arising thereby.

24

---

---

(u)     Taxes.

| | (i)          Except
  as set forth in §3(u) of the Disclosure Schedule, (A) each of the Sellers has
  filed on a timely basis all Non-Income Tax Returns required to be filed by it
  in respect of the Business; (B)  all
  such Non-Income Tax Returns filed by it were correct and complete in all
  material respects; and (C) each of the Sellers has paid all material Non-Income
  Taxes due from it with respect to the Business for all periods, whether or
  not such Taxes were shown on such Non-Income Tax Returns.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (ii)        Except
  as set forth in §3(u) of the Disclosure Schedule, none of the Sellers has:
  (A) extended the time for filing any Non-Income Tax Return, which Tax Return
  has not yet been filed, or (B) received in writing any notice in respect of
  the business of any proposed assessments of Non-Income Taxes in respect of
  the Business, or any proposed adjustments to any Non-Income Tax Return filed
  by it in respect of the Business.                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (iii)       Except
  as set forth in §3(u) of the Disclosure Schedule, to the Knowledge of the
  Sellers: (A) each of the Seller Subsidiaries has filed on a timely basis all
  Tax Returns required to be filed by it; (B) all such Tax Returns filed by it
  were correct and complete in all material respects; and (C) each of the
  Seller Subsidiaries has paid all Taxes due from it for all taxable periods
  ending on or prior to the Closing, whether or not such Taxes were shown on
  such Tax Returns.            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (iv)       Except
  as set forth in §3(u) of the Disclosure Schedule, none of the Seller
  Subsidiaries has: (A) extended the time for filing any Tax Return, which Tax
  Return has not yet been filed, or (B) received in writing any notice of any
  proposed assessments of Taxes against it or in respect of the Business, or
  any proposed adjustments to any Tax Return filed by it or in respect of the
  Business.                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (v)        §3(u)
  of the Disclosure Schedule identifies each jurisdiction within and outside of
  the United States in which the Business is conducted in which sales, use,
  excise, value added or intangible taxes have been paid on software, products
  or other Inventory sold or licensed by the Sellers and the Seller
  Subsidiaries in conjunction with the Business.                                                                                                                                                

(v)     Insurance.  §3(v) of the Disclosure Schedule lists all
material insurance policies covering the ownership and operations of the
Business or the Acquired Assets.  Such
insurance provides coverage for such risks, and in such amounts, as are
reasonable and customary for businesses and assets of the same nature and size
as the Business and the Acquired Assets. 
All of such policies, or similar replacement policies, are in full force
and effect with no material premium arrearages.

25

---

---

(w)     Related-Party Transactions;
Affiliates.     Except as set forth on §§3(l),
3(o), or 3(w) of the Disclosure Schedule, neither the Sellers nor the Seller
Subsidiaries are a party to any contract, agreement, license, lease or arrangement
with, or any other commitment to, directly or indirectly:  (i) any stockholder, director, officer or
Affiliate of the Sellers or the Seller Subsidiaries (other than the other
Sellers and the Seller Subsidiaries), or (ii) any Person in which any such
stockholder, director or officer has a material equity or participating
interest (other than the other Sellers and the Seller Subsidiaries).

(x)     Warranties.     No
product or software of the Business sold by the Sellers or the Seller
Subsidiaries is subject to any contractual guaranty, warranty or other
indemnity beyond the applicable standard terms and conditions of sale or
license or as provided under applicable Law, except for variations that would
not have a material financial impact on the Business.  The Sellers and Seller Subsidiaries have heretofore made
available to Buyer copies of the standard terms and conditions of sale or
license used by the Sellers and the Seller Subsidiaries relating to the
Business, which contain the applicable or substantially similar guaranty,
warranty and indemnity provisions.

(y)     Product Liability.     During
the three (3) year period preceding the date of this Agreement, none of the
Sellers or the Seller Subsidiaries has been a defendant in any action, suit,
investigation or proceeding relating to a claim for physical damage caused to
any Persons or properties as a result of the ownership of use of any product
manufactured or sold by the Business and, to the Knowledge of the Sellers, no
such claim was or has been threatened.

(z)     DISCLAIMER OF WARRANTIES.     EXCEPT
AS EXPRESSLY SET FORTH IN THIS §3, THE SELLERS DO NOT MAKE AND HAVE NOT MADE
ANY REPRESENTATIONS OR WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, RELATING TO
THE ACQUIRED ASSETS, OR THE BUSINESS, INCLUDING ANY REPRESENTATIONS OR
WARRANTIES AS TO THE FUTURE SALES OR PROFITABILITY OF THE BUSINESS OR AS TO THE
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF ANY OF THE ACQUIRED
ASSETS, OR REPRESENTATIONS OR WARRANTIES ARISING BY STATUTE OR OTHERWISE IN
LAW, FROM A COURSE OF DEALING OR USAGE OF TRADE.  ALL SUCH OTHER REPRESENTATIONS AND WARRANTIES ARE HEREBY
EXPRESSLY DISCLAIMED BY THE SELLERS.

4.   Representations and Warranties of the
Buyer.     The Buyer makes the representations and
warranties set forth in this §4 to the Sellers as of the date of this Agreement
and as of the Closing Date, which representations and warranties are qualified
(subject to §9(m)(iii) below) as to any documents, materials or other matters
disclosed on or referred to in the Buyers disclosure schedule accompanying
this Agreement (the Buyer Disclosure Schedule):

(a)     Organization of the Buyer.     The
Buyer is a corporation duly organized, validly existing, and in good standing
under the laws of the jurisdiction of its incorporation.

26

---

---

(b)     Authorization; Execution and
Delivery; Valid and Binding Agreement.     The
Buyer has corporate power and authority to execute and deliver this Agreement
and to perform its obligations hereunder. 
The execution, delivery and performance of this Agreement by the Buyer
and the consummation of the transactions contemplated hereby have been duly and
validly authorized by all requisite corporate proceedings and performance of
this Agreement.  This Agreement has been
duly executed and delivered by the Buyer and, assuming that this Agreement is
the valid and binding agreement of the Sellers, constitutes the valid and
binding obligation of the Buyer, enforceable in accordance with its terms,
except as such enforcement may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or other laws of general application affecting
enforcement of creditors rights or by general principles of equity.

(c)     Noncontravention.     Assuming
the receipt of the consents, approvals or waivers set forth in §4(c) of the
Buyers Disclosure Schedule, and compliance with the applicable notice, filing
and authorization requirements of the Hart-Scott-Rodino Act and other Antitrust
Laws, neither the execution and the delivery of this Agreement, nor the
consummation of the transactions contemplated hereby (including the assignments
and assumptions referred to in §2 above), will (i) violate any Law of any
Governmental Entity to which the Buyer is subject, (ii) violate any provision
of its charter, bylaws or other similar governance documents of the Buyer,
(iii) conflict with, result in a breach of, constitute a default under, result
in the acceleration of, create in any party the right to accelerate, terminate,
or cancel, or require any notice under any agreement, contract, lease, license,
instrument, or other arrangement to which the Buyer is a party or by which it is
bound or to which any of its assets is subject, or (iv) require the Buyer to
give any notice to, make any filing with, or obtain any authorization, consent,
or approval of any Governmental Entity in order for the Buyer to consummate the
transactions contemplated by this Agreement, except, in the case of clauses,
(i), (iii) and (iv), for any such violations, conflicts, breaches, defaults,
rights of acceleration, terminations, or cancellations or requirements that
would not, individually or in the aggregate, reasonably be expected to
materially impact the ability of the Buyer to perform its obligations under,
and to consummate the transactions contemplated by, this Agreement.

(d)     Brokers Fees.     The
Buyer has no liability or obligation to pay any fees or commissions to any
broker, finder, or agent with respect to the transactions contemplated by this
Agreement for which the Sellers are liable or obligated.

(e)     Litigation.     There
are no actions, suits, investigations, or proceedings by or before any
Governmental Entity pending, or, to the Knowledge of the Buyer, threatened
against the Buyer which in any manner challenge the validity of this Agreement
or any action taken by the Buyer pursuant to this Agreement or seeks to
prevent, enjoin, alter or materially delay any transaction contemplated hereby.

(f)     Financial Ability.     The
Buyer has the financial ability to consummate the transactions contemplated by
this Agreement.  After the consummation
of the transactions contemplated by this Agreement, the Buyer will be able to
satisfy all of the Assumed Liabilities as they mature.

27

---

---

5.   Covenants of the Sellers and the Buyer.

(a)     General.

| | (i)          Each
  of the Parties will use its reasonable best efforts to take all actions and
  to do all things necessary, proper, or advisable in order to consummate and
  make effective the transactions contemplated by this Agreement (including
  satisfaction, but not waiver, of the closing conditions set forth in §6
  below).
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                              
| | (ii)         Following
  the Closing, the Sellers agree to remit to the Buyer any payments or refunds
  received by the Sellers to the extent representing Acquired Assets.                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                              
| | (iii)        Following
  the Closing, the Sellers shall provide the Buyer with copies of (x) unaudited
  financial statements as of the Closing Date and (y) any audited
  financial statements of SDP, in each case, prepared by or on behalf of the
  Sellers.                                                                             
| |                                                                                                                                                                                                                                                                                                                                              
| | (iv)        Prior
  to Closing, at the Buyers request, the Sellers and the Seller Subsidiaries shall
  close out or terminate any currency hedging agreements or other similar
  derivative contracts to the extent such agreements or contracts would
  represent Acquired Assets or assets of a Seller Subsidiary.                        

(b)     Notices and Consents.

| | (i)          The
  Sellers will give any notices to third parties, and will use their reasonable
  best efforts to seek any third party consents that are set forth in §3(c) of
  the Disclosure Schedule.  Each of the
  Parties will, as promptly as practicable, give any notices to, make any
  filings with, and use its commercially reasonable best efforts to obtain any
  required authorizations, consents, clearances and approvals of Governmental
  Entities and will cooperate with the other Party in making any filings
  required to be made by any of them. 
  Without limiting the generality of the foregoing, each of the Parties
  will promptly (but in any event on or before December 4, 2003) file any (x)
  Notification and Report Forms and related material that it may be required to
  file with the Federal Trade Commission and the Antitrust Division of the
  United States Department of Justice under the Hart-Scott-Rodino Act,
  including seeking early termination of the waiting period thereunder, and (y)
  forms, notices and applications with the German Federal Cartel Office, will
  use its commercially reasonable best efforts to cause the expiration or
  termination of the applicable waiting period or to obtain the necessary
  approvals, and will make any further filings pursuant thereto that may be
  necessary, proper, or advisable in connection therewith.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

28

---

---

| | (ii)         In
  furtherance and not in limitation of §5(b)(i), if any investigation, suit,
  action or proceeding is threatened or instituted challenging any of the
  transactions contemplated hereby as violative of any Antitrust Law, the
  Parties will cooperate with each other and oppose vigorously and use their
  commercially reasonable best efforts to prevent the entry in a proceeding or
  administrative action brought under any Antitrust Law by any Governmental
  Entity or any other Person of any permanent or preliminary injunction or
  other order, decree or ruling that would make consummation of the transaction
  in accordance with the terms of this Agreement unlawful, that would delay
  consummation of the transactions contemplated beyond May 31, 2004 or that would
  prevent or otherwise restrain, enjoin or prohibit such consummation, and to
  effect the dissolution of any such injunction or order, including through
  prosecution of appeals.  The Parties
  will use their respective commercially reasonable best efforts to include the
  other Parties in all conversations, discussions, hearings or other meetings,
  whether in person or by telephone, that it or its representatives has with
  any Governmental Entity with respect to the transactions contemplated by this
  Agreement.  The Sellers, on the one
  hand, and the Buyer, on the other hand, shall (x) promptly inform the other
  of any material communication from the Federal Trade Commission, the
  Department of Justice or any other Governmental Entity regarding any of the
  transactions contemplated hereby, and (y) subject to applicable Law, consult
  with the other with respect to such communication.  If any Party or any Affiliate thereof receives a request for
  additional information or documentary material from any such Governmental
  Entity with respect to the transactions contemplated hereby, then such Party
  will endeavor in good faith to make, or cause to be made, as soon as
  possible, an appropriate response in compliance with such request.
  Notwithstanding this §5(b)(ii) or any other provision of this Agreement, the
  Buyer shall not be obligated to (and shall not be obligated to cause any of
  its Affiliates to) agree to divest, license, hold separate or otherwise
  restrict (1) the use or operation of any business or assets of the Buyer (or any
  of its Affiliates) or (2) the use or operation of the Business or any
  Acquired Assets, in each case, to the extent such divestiture, licensing,
  holding or restriction would have a material and adverse impact on (x) the
  Business or (y) the business of the Buyer and its Affiliates taken as a
  whole.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(c)     Conduct of the Business.     From
the date hereof until the Closing Date, except as set forth on §5(c) of the
Disclosure Schedule, as contemplated by this Agreement, or as required by
applicable Law, the Sellers (in the case of SCL, with respect to the Business
and the Acquired Assets) shall, and shall cause the Seller Subsidiaries to,
conduct the Business in the Ordinary Course of Business, use commercially
reasonable efforts, taking into account the transactions contemplated by this
Agreement, to preserve intact the business organizations and relationships with
third parties and keep available the services of the present employees of the
Business.  Without limiting the
generality of the foregoing, between the date hereof and the Closing, except as
set forth on §5(c) of the Disclosure Schedule, as contemplated by this
Agreement, or as required by applicable Law, the Sellers will not, and shall
cause the Seller Subsidiaries not to, without the prior written consent of the
Buyer, which consent will not be unreasonably withheld or delayed (in the case
of SCL, with respect to the Business and the Acquired Assets):

29

---

---

| | (i)          incur,
  create or assume any material Security Interest (other than a Permitted
  Security Interest) on any material Acquired Asset of a Seller or any material
  asset of any Seller Subsidiary, other than in the Ordinary Course of
  Business;
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                 
| | (ii)         acquire
  or dispose of any material assets, other than in the Ordinary Course of
  Business;                                                                                                                                                      
| |                                                                                                                                                                                                                                                                 
| | (iii)        fail
  to maintain their financial statements in accordance with GAAP consistently applied
  or make any material change of accounting or accounting practice, procedure
  or policy;                                                              
| |                                                                                                                                                                                                                                                                 
| | (iv)        enter
  into any agreement, contract, lease or license (or series of related agreements,
  contracts, leases, and licenses) material to the Business taken as a whole,
  other than in the Ordinary Course of Business;                             
| |                                                                                                                                                                                                                                                                 
| | (v)         accelerate
  in any material respect, terminate, modify in any material respect or cancel
  any agreement, contract, lease or license, other than in the Ordinary Course
  of Business;                                                             
| |                                                                                                                                                                                                                                                                 
| | (vi)        make
  any material capital investment in, any material loan to, or any material
  acquisition of the securities or assets of, any other Person, other than in
  the Ordinary Course of Business;                                                   
| |                                                                                                                                                                                                                                                                 
| | (vii)       incur,
  assume or guarantee any material indebtedness for borrowed money or material
  capitalized lease obligation, outside the Ordinary Course of Business;                                                                                      
| |                                                                                                                                                                                                                                                                 
| | (viii)      materially
  delay or postpone the payment of accounts payable or other Liabilities, or
  materially accelerate the payment of any accounts receivable, outside of
  Ordinary Course of Business;                                                   
| |                                                                                                                                                                                                                                                                 
| | (ix)        cancel,
  compromise, waive or release any material right or claim (or series of related
  rights and claims), outside the Ordinary Course of Business;                                                                                             
| |                                                                                                                                                                                                                                                                 
| | (x)         dispose
  of, license or permit to lapse any material rights in any material Intellectual
  Property, outside the Ordinary Course of Business;                                                                                                      
| |                                                                                                                                                                                                                                                                 
| | (xi)        grant
  any material increase in the base compensation of any of their employees or
  make any other material change in benefit plans or employment terms for any
  of their employees, outside the Ordinary Course of Business;                    

30

---

---

| | (xii)       enter
  into any material sales agreement, other than in the Ordinary Course of
  Business, or any material sales agreement containing material variations from
  the standard terms of the Business disclosed to the Buyer;
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                         
| | (xiii)      fail
  to keep in full force and effect their current insurance policies or other
  comparable insurance affecting the Business or the Acquired Assets;                                                                     
| |                                                                                                                                                                                                                                         
| | (xiv)      pay
  any dividend or otherwise distribute any cash or cash equivalents, other than
  by SCL or to SDP or another Seller Subsidiary;                                                                                         
| |                                                                                                                                                                                                                                         
| | (xv)       enter
  into any commitment to do any of the foregoing.                                                                                                                                                                      

(d)     Access.     The
Sellers will, and will cause each Seller Subsidiary to, permit representatives
of the Buyer to have access at all reasonable times, upon prior notice to the
Sellers, and in a manner so as not to interfere with the normal business
operations of the Sellers and the Seller Subsidiaries, to all premises,
properties, personnel, books, records (including tax records), contracts, and
documents of or pertaining to the Business. 
The Buyer will treat and hold any such information and materials it
receives from the Sellers and the Seller Subsidiaries in the course of the
reviews contemplated by this §5(d) in accordance with the terms of the
Confidentiality Agreement.

(e)      Notice
of Developments.     Each Party will give
reasonably prompt written notice to the other Party of any material adverse
development causing a breach of any of its own representations and warranties
in §3 and §4 above.  No disclosure by
any Party pursuant to this §5(e), however, shall be deemed to amend or
supplement the Disclosure Schedule or the Buyer Disclosure Schedule, as
applicable, or to prevent or cure any misrepresentation, breach of warranty, or
breach of covenant.

(f)      Employees.

| | (i)           Prior
  to the Closing Date, the Buyer shall, or shall cause an Affiliate of the
  Buyer to, make an offer of employment to each Employee which offer shall provide for
  compensation (excluding equity or incentive compensation) and employee
  benefits that are substantially comparable in the aggregate to that
  applicable to each such Employee immediately prior to the Closing Date and
  which shall be subject to standard reasonable conditions of employment
  applicable to other employees of the Buyer. 
  Effective as of the Closing Date and for a period of one (1) year thereafter,
  the Buyer shall cause each Employee who accepts and commences employment with
  the Buyer (the Transferred Employees) to be provided with
  compensation (excluding equity or incentive compensation) and employee
  benefits that are substantially comparable in the aggregate to that provided
  to such Employee immediately prior to the Closing Date.  Nothing contained herein shall be deemed
  to be a commitment to continued employment and all Employees who become
  Transferred Employees may be hired as at-will employees.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

31

---

---

| | (ii)         The
  Buyer shall cause Transferred Employees to be given full credit for all
  service recognized by the applicable Seller or Seller Subsidiary prior to the
  Closing Date for purposes of eligibility to participate in any employee
  benefit plans or arrangements of the Buyer or any Affiliate of the Buyer in
  which such Transferred Employees participate from and after the Closing Date,
  to the same extent such service was recognized by applicable Seller or any
  Seller Subsidiary immediately prior to the Closing Date.  The Buyer shall, or shall cause an
  Affiliate of the Buyer to, (i) waive all limitations as to preexisting
  conditions, exclusions and waiting periods with respect to participation and
  coverage requirements applicable to Transferred Employees under any welfare
  plan in which such employees may be eligible to participate after the Closing
  Date, other than limitations or waiting periods that are already in effect
  with respect to such employees and that have not been satisfied as of the
  Closing Date under any welfare plan of the applicable Seller or Seller
  Subsidiary in which Transferred Employees participate immediately prior to
  the Closing Date, and (ii) to the extent that the applicable insurance
  carrier or third-party provider administering the relevant Sellers or Seller
  Subsidiarys welfare plan transitions necessary information to the insurance
  carrier or third-party provider administering the relevant welfare plan of
  the Buyer, provide each Transferred Employee with credit for any co-payments
  and deductibles paid prior to the Closing Date in satisfying any applicable
  deductible or out-of-pocket requirements under any welfare plans in which
  such employees are eligible to participate after the Closing Date, as if
  those deductibles or co-payments had been paid under the welfare plans in
  which such employees are eligible to participate after the Closing Date.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (iii)        Without
  limiting the generality of §5(f)(i) above, the Buyer (or an Affiliate of the
  Buyer) shall assume the Assumed Plans listed in clause (i) through (iv) of
  the definition of Assumed Plans effective as of the Closing.  The Buyer or an Affiliate of the Buyer
  shall continue to maintain such Assumed Plans for a period of two (2) years
  thereafter unless the Assumed Plan by its terms terminates earlier without
  any action by the Buyer or an Affiliate of the Buyer, as applicable.  Notwithstanding the foregoing, the Buyer
  or its Affiliate shall not be required to make its Assumed Plans available to
  any employee of Buyer or its Affiliates other than a Transferred
  Employee.  The Buyer and the Sellers
  shall take all such action as may be necessary or appropriate in order to
  establish the Buyer as a successor to the applicable Seller as to all rights,
  duties, liabilities and obligations under, or with respect to, each Assumed
  Plan, including, but not limited to, the applicable Sellers rights, duties,
  liabilities and obligations under any trust agreement that forms a part of
  the Assumed Plan, together with the assets relating thereto.  The Buyer shall indemnify and hold
  harmless the applicable Seller from and against any and all liabilities
  arising out of or related to any Assumed Plan with respect to acts, omissions
  or events that occur on or following the Closing Date.  The
  Buyer and the Sellers acknowledge that the consummation of the transactions
  contemplated by this Agreement shall constitute a Change in Control for
  purposes of each of the Assumed Plans and a Company Cash Transaction for
  purposes of the Companys 2001 Stock Option and Incentive Plan.                                                                                                                                                                                                                          

32

---

---

| | (iv)        Effective
  as of the Closing Date, except as prohibited by applicable law, the Buyer or
  its Affiliates shall provide each Transferred Employee with the number of his
  or her unused vacation and sick days outstanding as of the Closing Date under
  the applicable vacation and sick day policy of the applicable Seller or
  Affiliate of such Seller.                                                                                                                                                                                                                                                                                                                                            
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (v)         The
  Buyer shall have the right, in its sole discretion, to assume, in addition to
  the Employee Benefit Plans identified in (i) through (iv) of the definition
  of Assumed Plans) any other Employee Benefit Plan as of the Closing Date, provided,
  however, that the Buyer shall provide notice to the applicable Seller
  of its intentions to assume any such plan within a reasonable period prior to
  the Closing Date.  In the event that
  the Buyer chooses to assume an Employee Benefit Plan in accordance with the
  preceding sentence, the costs, if any, associated with the transfer of such
  Plan to the Buyer shall be borne solely by the Buyer.                                
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (vi)        Prior
  to the Closing Date, the Sellers shall cause the administrator of the Deferred
  Compensation Plan to make a clarifying interpretation pursuant to Article 11
  of the Deferred Compensation Plan that (A) the termination of any Transferred
  Employees employment with the applicable Seller upon the closing of the
  transactions contemplated by this Agreement will not be a termination of
  employment for purposes of the Deferred Compensation Plan and (B) the Buyer
  shall have the right to amend the Deferred Compensation Plan following the
  Closing Date in accordance with the terms of the Deferred Compensation Plan
  as in effect immediately prior to the Closing Date.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (vii)       To
  the extent that the Sellers owe any severance payments to any Employee who
  does not become a Transferred Employee, the Sellers shall be responsible for
  such obligation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

(g)     WARN Act.     The
Parties hereby acknowledge and agree that this Agreement and the actions to be
taken hereunder shall not constitute or result in a plant closing or mass
layoff within the meaning of the Worker Adjustment and Retraining Notification
Act, 29 U.S.C. § 2101, et seq. (the WARN Act), and that no notice
thereunder will be issued by the Seller prior to the Closing Date.  The Buyer acknowledges that it has not
informed the Sellers of any planned or contemplated decisions or actions by the
Buyer that would require the service of notice under the WARN Act or any
applicable state law version thereof. 
The Buyer agrees that it shall not take any action which causes the
notice provisions of the WARN Act or any applicable state Law version thereof
to be applicable to the transactions contemplated by this Agreement, and shall
be solely responsible (as between the Buyer and the Sellers) for any and all
costs, expenses, fees and penalties, if any, that may arise thereunder.  The Sellers will take no actions prior to the
Closing that would constitute a plant closing or mass lay-off within the
meaning of the WARN Act.  At Closing,
the Sellers shall provide the Buyer a listing of all Employee termination that
occurred within ninety (90) days of the Closing, which list shall comprise
§5(g) of the Disclosure Schedule.

33

---

---

(h)     Tax Matters.

| | (i)          The
  Buyer will prepare and file all Tax Returns (Transfer Tax Returns)
  as may be required in connection with all excise, sales, use, value added,
  GST transfer, stamp, documentary, filing, recordation, registration or other
  similar Taxes, including all conveyance fees, recording charges and other
  fees and charges (including penalties and interest) incurred as a result of
  the sale and transfer of the Acquired Assets and the Assumed Liabilities
  hereunder (the Transfer Taxes) in accordance with the form of the
  transaction or as may otherwise be required by a Governmental Entity.  The cost of all such Transfer Taxes will
  be borne one-half by the Buyer and one-half by the Sellers.  Each Party shall cooperate with the other
  Parties hereto to execute any Transfer Tax Returns which would require the
  signature of such Party.                                                                                   
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (ii)         The
  Buyer and the Sellers will provide each other with such assistance,
  cooperation and information (at the reasonable expense of the requesting
  party) as either of them reasonably may request of the other in connection
  with any accounting matters and the filing of any Tax Return, amended return
  or claim for refund, determining a Liability for, or a right to refund of,
  Taxes or preparation for litigation or investigation of claims with respect
  to Taxes or in connection with any audit with respect to Taxes, in each case
  relating to the Sellers, SDC, the Acquired Assets or Assumed
  Liabilities.  Any information obtained
  under this §5(h) will be kept confidential as contemplated by §5(d) above,
  except as may be otherwise necessary in connection with the filing of any
  financial statements or Tax Returns or claims for refund or in conducting an
  audit or other proceeding related to the payment of Taxes.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (iii)        If
  in order to prepare proper documents required to be filed with Governmental
  Entities or its financial statements, it is necessary that either the Buyer
  or the Sellers be furnished with additional information relating to the
  Acquired Assets or the Assumed Liabilities and such information is in the
  possession of the other party, such other party will furnish such information
  in a timely manner to the party reasonably requiring such information, at the
  cost and expense of the party requiring such information.                                                                                                                                                                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (iv)        The
  Seller and the Buyer will file or provide to each other such Tax Returns,
  forms and other documents as may be required or necessary to minimize or
  obtain an exemption form any excise, sales, use, value added, transfer,
  stamp, documentary, filing, recordation or other similar Taxes that arise
  with respect to the Acquired Assets, or the Assumed Liabilities.  Without limiting the generality of the
  foregoing, on or before the Closing Date, the Buyer will provide the Seller
  with any sales Tax exemption certificates of the Buyer required in connection
  with the transactions contemplated by this Agreement.                                                                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (v)         Notwithstanding
  any other provision of this §5(h), no Party will have access to the other
  Partys Income Tax Returns or books and records relating thereto.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

34

---

---

| | (vi)        Notwithstanding
  anything herein to the contrary, except as required by applicable Law,
  neither the Buyer nor the Sellers shall apply for any receipt, tax certificate
  or other similar document or notification from any state or local governmental
  authority with respect to sales or use taxes that have arisen in connection
  with the Business or the transactions contemplated hereunder, including, but
  not limited to, a receipt for such taxes under Ohio Rev. Code Ann. §5739.14
  (Sale of entire business; successor liable for taxes and penalties due) or
  any similar provision of state or local law. 
  The Buyer shall not withhold any amount from the Purchase Price in
  respect of any Taxes.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(i)      Trademarks; Tradenames.

| | (i)          It
  is expressly agreed that Buyer is not acquiring any right, title or interest
  in or to, and except as expressly set forth in the other subsections of this
  §5(i), after the Closing, the Buyer and its Affiliates shall not use, any of
  the following trademarks, trade names, Internet domain names, and related
  symbols and logos:  Scitex, the Scitex
  corporate symbol, or any other part of the trade dress of the Sellers or
  Seller Subsidiaries nameplates, packaging and promotional materials or
  Internet domain names that includes the Scitex name, or any part or variation
  of any of the foregoing or any confusingly similar trademarks, service marks
  or Internet domain names.  Such names
  shall be referred to, collectively or individually as the context requires,
  as the Seller Trademarks.                                                                                                                                                                                                                                                                                                                                                                                       
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (ii)         Notwithstanding
  the foregoing, for a period of 90 days after the Closing, the Buyer may
  continue to use the Seller Trademarks on signage and invoices.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (iii)        Until
  inventories of nameplates, labels, packaging, and promotional materials are
  exhausted, but ending no later than one (1) year from the Closing (the Sell-Off
  Period), the Buyer may continue to use the Seller Trademarks on
  nameplates, labels, packaging and promotional materials in existence as of
  the Closing Date and marked with Seller Trademarks.  The Buyer may apply such labels, nameplates and packaging only
  to inventory of products that is in existence as of the Closing Date.  The Buyer shall overstamp or sticker all
  materials comprising Acquired Assets on which Seller Trademarks appear so as
  to indicate the Buyers ownership of the Business and the separation of the
  Business from the Sellers; provided, however, that the Buyer
  may indicate on such packaging and labels that the products were manufactured
  by the applicable Seller or Seller Subsidiary.  In addition, during the Sell-Off Period, the Buyer shall be permitted to use machine
  tools and other manufacturing equipment that cause the inclusion of the
  Seller Trademarks on products; provided, however, that the
  Buyer shall promptly obliterate the Seller Trademarks from such products.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (iv)        The
  Buyer shall not be obligated to change the Seller Trademarks on goods in the
  hands of dealers, distributors and customers at the time of the expiration of
  the Sell-Off Period set forth in subsection (iii) above.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

35

---

---

| | (v)         The
  Buyer agrees that (i) immediately upon termination of the Sell-Off Period,
  the Buyer shall cease and desist from all further use of the Seller
  Trademarks and will adopt new trademarks that are not confusingly similar to
  the Seller Trademarks, and (ii) except as expressly set forth in this §5(i),
  neither the Buyer nor any of its Affiliates shall make any use of the Seller
  Trademarks.  The obliteration of the
  Seller Trademarks shall be deemed compliance with the Buyers covenants not
  to use the Seller Trademarks pursuant to this §5(i).                                                                                                        
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (vi)        For
  six (6) months after the Closing Date, the Sellers will (A) maintain any
  Internet domain names that are used by the Sellers in connection with the
  Business immediately prior to the Closing and (B) provide links or redirections
  from such domain names to a Web site or sites designated by the Buyer, which
  links or redirections shall be reasonably acceptable to the Buyer; provided,
  however, that the Buyer acknowledges that the primary Web pages
  associated with such Internet domain names may display a statement notifying
  visitors that the Sellers and their Affiliates following the Closing are not
  affiliated with the Buyer or the Business.

(j)      Confidentiality.

| | (i)          The
  Sellers and the Buyer (each, as applicable, the Receiving Party)
  hereby covenant and agree, each on behalf of itself and on behalf of its
  Affiliates, that from and after the Closing Date, the Receiving Party and its
  Affiliates will not (unless legally compelled to do so or as necessary in
  connection with any filing or disclosure obligations, including, without
  limitation, financial reporting, securities law disclosure, preparation of
  Tax Returns or in prosecuting or defending any action or proceeding, before
  any Governmental Entity) disclose, give, sell, use or otherwise divulge any
  Confidential Information (as defined below) of the other party (the Disclosing
  Party) or permit their respective employees, officers, directors or
  advisors to do the same.  If the
  Receiving Party or its Affiliates, or any of their respective employees,
  officers, directors or advisors, become legally compelled to disclose any
  Confidential Information, the Receiving Party shall provide the Disclosing
  Party with prompt written notice of such requirement so that the Disclosing
  Party may seek a protective order or other remedy or waive compliance with
  this §5(j).  In the event that such
  protective order or other remedy is not obtained, or the Disclosing Party
  waives compliance with this §5(j), the Receiving Party or its Affiliates, as
  applicable, shall furnish only that portion of Confidential Information which
  is legally required to be provided and exercise its commercially reasonable
  efforts to obtain assurances that appropriate confidential treatment will be
  accorded Confidential Information. 
  The confidentiality and restrictive use obligations under this §5(j)
  shall not apply to information which is independently developed by the
  Receiving Party or its Affiliates without the use or benefit of any
  information that would otherwise be Confidential Information, or to any
  information that, at the time of disclosure, is or subsequently becomes
  available publicly; provided, however, that such information
  was not disclosed in breach of this Agreement by the Receiving Party, the
  Receiving Partys Affiliates or their respective employees, officers,
  directors or advisors.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

36

---

---

| | (ii)         The
  Receiving Party, on behalf of itself and on behalf of its Affiliates and
  their respective employees, officers, directors or advisors acknowledges that
  a breach of its obligations under this §5(j) may result in irreparable injury
  to the Disclosing Party.  In the event
  of the breach by the Receiving Party or any of its Affiliates or their
  respective employees, officers, directors or advisors of any of the terms and
  conditions of this §5(j) to be performed, the Disclosing Party shall be
  entitled, if it so elects, to institute and prosecute proceedings in any
  court of competent jurisdiction, either at law or in equity, to obtain
  damages for any breach of this §5(j), or to enforce the specific performance
  thereof by such party or to enjoin such party from violating the provisions
  of this §5(j) by seeking a temporary restraining order or similar relief.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (iii)        Confidential
  Information means all information of any kind concerning the Disclosing
  Party or any of its Affiliates obtained directly or indirectly from the
  Disclosing Party or any of its Affiliates, employees, representatives or
  agents in connection with the transactions contemplated by this Agreement,
  except information (a) ascertainable or obtained from public or published
  sources, (b) received from a third party who, to the Knowledge of the
  Receiving Party, is under no obligation to keep such information
  confidential, (c) which is or becomes known to the public (other than through
  a breach of this Agreement), (d) which was in the Receiving Partys
  possession prior to disclosure thereof to the Receiving Party and which was
  not subject to any obligation to keep such information confidential; or (e)
  which is independently developed by the Receiving Party or its Affiliates
  without the use or benefit of any information that would otherwise be
  Confidential Information; provided, however, that with respect
  to any information included in the Acquired Assets or Assumed Liabilities or
  related to the Seller Subsidiaries that is or would be deemed the Sellers or
  Seller Subsidiaries Confidential Information prior to Closing under the
  foregoing definition, that such information shall be deemed the Confidential
  Information of the Buyer immediately upon Closing and the Seller shall be
  deemed the Receiving Party with respect thereto notwithstanding the above
  exceptions.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (iv)        Notwithstanding
  anything herein to the contrary, each party (and its representatives, agents
  and employees) may consult any tax advisor regarding the tax treatment and
  tax structure of the transactions contemplated hereby and, from and after the
  date of execution of an agreement to enter into such transactions (or, if
  earlier, the date of public announcement of such an agreement, or public
  announcement of discussions between the parties relating to such
  transactions), may disclose to any Person, without limitation of any kind,
  the tax treatment and tax structure of such transactions and all materials
  (including opinions or other tax analyses) that are provided relating to such
  tax treatment and tax structure.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

37

---

---

| | (v)         The
  Buyer and SDP agree that, upon Closing, the Confidentiality Agreement will
  automatically terminate and be superseded, in its entirety, by the terms of
  this §5(j).
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(k)     Non-Competition.

| | (i)          The
  Sellers agree that for a period of two (2) years following the Closing Date,
  none of the Sellers will engage in any way, whether as owner, principal,
  employee, consultant or in any other capacity, in any business competitive
  with the Business, anywhere in the world, except as a customer or authorized
  distributor of the Buyer or otherwise with the Buyers consent (which may be
  withheld in the Buyers sole discretion). 
  Activities by non-wholly-owned Subsidiaries of the Sellers (other than
  such Subsidiaries that are wholly-owned as of the date of this Agreement)
  shall not constitute a violation of this §5(k)(i).  The Sellers acknowledge and agree that the current market for
  the Business products and services and the Business extends throughout the
  entire world and that it is therefore reasonable to prohibit them from
  competing with the Buyer in the Business anywhere in the world as provided in
  this §5(k).
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (ii)         SCL
  authorizes the Buyer, for a period of two (2) years after the Closing Date,
  to enforce at the Buyers sole expense and on SCLs behalf any
  rights, to the extent that they exist, that SCL has or may have to restrict
  any Person (whether an Affiliate or not) from using the Seller Trademarks in
  any way in connection with any business competitive with the Business
  anywhere in the world.  In the alternative, SCL shall enforce at
  the request of the Buyer and for a period of two (2) years after Closing, any
  rights that SCL has or may have to restrict any Person (whether an Affiliate
  or not) from using the Seller Trademarks in any way in connection with any
  business competitive with the Business anywhere in the world.  The Buyer agrees to reimburse SCL for all
  costs and expenses incurred by SCL as a result of such enforcement.                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (iii)        For
  a period of two (2) years after the Closing, SCL shall not and shall cause each
  Affiliate of SCL to not grant or license (whether as a part of a new grant or
  license or by an amendment, modification, renewal or extension of any
  existing grant or license) any Person (whether an Affiliate or not) the right
  to use the Seller Trademarks in any way in connection with any business that
  is directly or indirectly competitive with the Business anywhere in the
  world, except to the extent and only to the extent such license is currently
  in effect or there is an existing commitment to enter into such a license.                                                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (iv)        For
  a period of two (2) years following the Closing, SCL shall endeavor to cause
  its non-wholly-owned Subsidiaries not to (x) engage directly or indirectly,
  in the manufacturing, distribution or marketing of products incorporating
  binary continuous inkjet technology or (y) hire or engage as an independent
  consultant Nachum Shamir, Yosef Zylberberg, Kazem Samanderi or Eliezer
  Lubitch to the extent the business of such non-wholly-owned Subsidiary
  engages in a business competitive with the Business.                                                                                                                                                                                                                                                                                                                                                                                                                                                 

38

---

---

| | (v)          If
  any Governmental Entity of competent jurisdiction determines that the
  restrictive covenant contained in this §5(k), or any part thereof, is invalid
  or unenforceable for any reason, the remainder of the restrictive covenant
  will not thereby be affected and will be given full force and effect, without
  regard to the invalid portion or portions. 
  If any such Governmental Entity determines that the restrictive
  covenant contained in this §5(k), or any part thereof, is unenforceable
  because of the duration or scope of such covenant, such Governmental Entity
  will have the power to reduce such duration or scope and, in its reduced
  form, such covenant will then be enforceable and will be given full force and
  effect.  The Sellers, acknowledge and
  agree that the provisions of this §5(k), as such apply to them, are reasonable
  and supported by adequate consideration, that the Buyer would not have
  entered into this Agreement without having received the benefit of the
  provisions of this §5(k), and that any breach of the provisions of this §5(k)
  would result in substantial and irreparable harm to the Buyer and its
  Affiliates and, therefore, that the Buyer will be entitled to an injunction
  to prohibit any such breach or anticipated breach, without the necessity of
  posting a bond, cash or otherwise, in addition to all of its other legal and
  equitable remedies, including the remedies provided by this Agreement.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(l)      Exclusivity.  Subject to § 5(l)(iv), from the date of this
Agreement until the Closing, or such earlier date as this Agreement is
terminated under §7 hereof:

| | (i)          The
  Buyer will have the exclusive right to negotiate with the Sellers with
  respect to a Purchase Transaction;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (ii)         The
  Sellers will and will cause each Affiliate and representative of the Sellers
  to: (A) terminate all current discussions and negotiations regarding a
  Purchase Transaction with any party other than the Buyer or the Buyers
  Affiliates; and (B) not seek or initiate proposals or offers from, enter
  into, continue or engage in discussions or negotiations with, or furnish
  information to any party other than the Buyer or the Buyers Affiliates
  relating to a Purchase Transaction; provided, however, that the Board of
  Directors of each Seller shall be permitted to, to the extent applicable,
  make any disclosures that are required by applicable Law or which the Board
  of Directors of SCL or SDP, after consultation with outside counsel,
  determines in good faith is required in the exercise of its fiduciary duties
  under applicable Laws;             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (iii)         The
  Sellers will notify the Buyer of the existence of any new proposal or communication
  it receives from any Person concerning a Purchase Transaction; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (iv)         If
  a third party expresses an interest in a potential Purchase Transaction that
  was not solicited after the date hereof by the Sellers (or any of its
  Affiliates or representatives) and the Board of Directors of SCL or SDP
  determines in good faith, after consultation with independent outside counsel
  and its financial advisors, that the failure to engage in negotiations or
  discussions with respect to the same would reasonably be expected to
  constitute a breach of its fiduciary duties under applicable Laws, then any
  such discussion or negotiation shall not constitute a breach of this
  Agreement; provided, however, that the Sellers must provide the
  Buyer with the notices contemplated by §7(a)(v) and provided, further,
  that the Sellers shall be obligated to pay the Buyer the amount contemplated
  by §7(c) if required pursuant to such section.

39

---

---

(m)     Insurance.     The
Sellers will use commercially reasonable efforts to have the Buyer named as an
insured on the insurance policies listed on §3(w) of the Disclosure Schedule
for the current year and for all years that such insurance has been or was in
place as set forth on such schedule.

6.   Conditions to Obligation to Close.

(a)      Conditions to Obligation of
the Buyer.     The obligation of the Buyer to
consummate the transactions to be performed by it in connection with the
Closing is subject to satisfaction of the following conditions:

| | (i)          the
  representations and warranties set forth in §3 above shall be true and
  correct at and as of the Closing Date (except that representations and
  warranties given as of a specific date need be true only as of such date),
  except where the failure to be so true and correct would not, individually or
  in the aggregate, have a Material Adverse Effect (except that the
  representation and warranty set forth in §3(e)(i) shall be the true and
  correct in all material respects);
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (ii)         the
  Sellers shall have performed and complied in all material respects with all
  of their respective covenants hereunder to be performed prior to the Closing;                                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (iii)        there
  shall not be in effect any Law enjoining or prohibiting the consummation of
  the Closing and no Governmental Entity shall have issued any order, decree or
  ruling enjoining or prohibiting the consummation of the Closing;                                                                                                                                                                                                                                                               
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (iv)        all
  applicable waiting periods (and any extensions thereof) under the
  Hart-Scott-Rodino Act shall have expired or otherwise been terminated and the
  German Federal
  Cartel Office shall have approved the transaction contemplated by this
  Agreement under the German Act Against Restraints in Competition, as amended;                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (v)         the
  Sellers shall have delivered to the Buyer certificates of an authorized
  officer of each Seller to the effect that, to the Knowledge of the signatory,
  each of the conditions specified above in §§6(a)(i) and (ii) is satisfied;                                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (vi)        Skadden,
  Arps, Slate, Meagher & Flom LLP, special U.S. transaction counsel to the
  Sellers, will have furnished to the Buyer its written opinion, dated the
  Closing Date, in form and substance substantially as set forth on Exhibit C;                                                                                                                                                                                                                                                         

40

---

---

| | (vii)       Goldfarb,
  Levy, Eran & Co., special Israeli counsel to SCL, will have
  furnished to the Buyer its written opinion, dated the Closing Date, in form
  and substance substantially as set forth on Exhibit D;
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                           
| | (viii)      between
  the date of this Agreement and the Closing Date there shall not have occurred
  and remain in effect a Material Adverse Effect; and                                                                 
| |                                                                                                                                                                                                                           
| | (ix)        in
  addition to the documents contemplated by §2(f), the Sellers will have delivered to the
  Buyer the following:                                                                                           

| |  | (A)          a
  good standing certificate from the Secretary of Commonwealth of the
  Commonwealth of Massachusetts attesting to the subsistence and good standing
  of SDP and SDC in such jurisdiction dated no more than 10 days prior to the
  Closing Date; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |  | (B)          a
  certificate signed by duly authorized officers of each of the Sellers and
  dated the Closing Date certifying to the Buyer (1) as to the incumbency and
  genuineness of the signatures of each officer of the Sellers executing this
  Agreement and any related document on behalf of the Sellers, (2) the
  genuineness of the resolutions (attached thereto) of the Board of Directors
  of the Sellers authorizing the execution,
  delivery and performance of this Agreement and any related documents and the
  Sellers consummation of the transaction contemplated hereby, and (3)
  the genuineness of the resolutions (attached thereto) of the stockholder of
  SDP authorizing the execution, delivery
  and performance of this Agreement and any related documents.

The Buyer may waive any condition specified in this §6(a) at or prior
to the Closing.

(b)     Conditions to Obligation of
the Sellers.     The obligation of the Sellers to
consummate the transactions to be performed by them in connection with the
Closing is subject to satisfaction of the following conditions:

| | (i)          the
  representations and warranties set forth in §4 above shall be true and
  correct at and as of the Closing Date (except that representations and
  warranties given as of a specific date need be true only as of such date),
  except where the failure to be so true and correct would not, individually or
  in the aggregate, reasonably be expected to materially impact the ability of
  the Buyer to perform its obligations under, and to consummate the
  transactions contemplated by, this Agreement;
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (ii)         the
  Buyer shall have performed and complied in all material respects with all of
  its covenants hereunder prior to the Closing;                                                                                                                                                                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (iii)        there
  shall not be in effect any Law enjoining or prohibiting the consummation of
  the Closing and no Governmental Entity shall have issued any order, decree or
  ruling enjoining or prohibiting the consummation of the Closing;                                                                                                                                                                                                                                                                               

41

---

---

| | (iv)        all
  applicable waiting periods (and any extensions thereof) under the
  Hart-Scott-Rodino Act shall have expired or otherwise been terminated and the
  German Federal
  Cartel Office shall have approved the transaction contemplated by this
  Agreement under the German Act Against Restraints in Competition, as amended;                                                                                                                                                                                                                                                                                                                                               
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (v)         the
  Buyer shall have delivered to the Sellers a certificate of an authorized
  officer to the effect that, to the Knowledge of the signatory, each of the
  conditions specified above in §§6(b)(i) and (ii) is satisfied;                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (vi)        Harter,
  Secrest & Emery LLP, special U.S. counsel to the Buyer, will have
  furnished to the Seller its written opinion, dated the Closing Date, in form
  and substance as set forth on Exhibit E; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (vii)       in
  addition to the documents contemplated by §2(f), the Buyer will have delivered to the
  Sellers a certificate signed by duly authorized officers of the
  Buyer and dated the Closing Date certifying to the Sellers (1) as to the
  incumbency and genuineness of the signatures of each officer of the Buyer
  executing this Agreement and any related document on behalf of the Buyer and
  (2) the genuineness of the resolutions (attached thereto) of the Board of
  Directors of the Buyer authorizing the execution, delivery and
  performance of this Agreement and any related documents and the Buyers
  consummation of the transaction contemplated hereby.

The Sellers may waive any condition specified in this §6(b) at or prior
to the Closing.

7.   Termination.

(a)     Termination of Agreement.     The
Parties may terminate this Agreement as follows:

| | (i)          the
  Buyer and the Sellers may terminate this Agreement by mutual written consent
  at any time prior to the Closing;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (ii)         the
  Buyer may terminate this Agreement by giving written notice to the Sellers at
  any time prior to the Closing (A) in the event any Seller has breached any
  representation, warranty, or covenant contained in this Agreement which
  breaches would, individually or in the aggregate, have a Material Adverse
  Effect, the Buyer has notified the Sellers of the breach, and the breach has
  continued without cure for a period of 30 days after notice of such breach or
  (B) if the Closing shall not have occurred on or before May 31, 2004, by
  reason of the failure of any condition precedent under §6(a) hereof (unless
  the failure results primarily from the Buyer itself breaching any
  representation, warranty, or covenant contained in this Agreement);

42

---

---

| | (iii)        the
  Sellers may terminate this Agreement by giving written notice to the Buyer at
  any time prior to the Closing (A) in the event the Buyer has breached any
  material representation, warranty, or covenant contained in this Agreement,
  which breaches would, individually or in the aggregate, reasonably be
  expected to materially impair the ability of the Buyer to perform its
  obligations under, or consummate the transactions contemplated by, this
  Agreement, the Sellers have notified the Buyer of the breach, and the breach
  has continued without cure for a period of 30 days after the notice of breach
  or (B) if the Closing shall not have occurred on or before May 31, 2004, by
  reason of the failure of any condition precedent under §6(b) hereof (unless
  the failure results primarily from the Sellers themselves breaching any
  representation, warranty, or covenant contained in this Agreement);
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (iv)        by
  either the Buyer or the Sellers if there is in effect any Law that
  permanently prohibits or prevents the Closing, or if any judgment, order or
  decree of a competent Governmental Entity enjoining the Closing shall have
  been entered and shall have become final and non-appealable; provided that
  the party seeking to terminate this Agreement pursuant to this §7(a)(iv)
  shall have used its reasonable best efforts to remove such judgment, order or
  decree; and                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (v)         by
  the Buyer or by the Sellers, upon notice to the other, if the Sellers enter
  into an agreement providing for, or authorize or consummate, a Superior
  Proposal, but only at a time that is after the third business day following
  the Buyers receipt of written notice from the Sellers advising that the
  Board of Directors of SCL is prepared to accept a Superior Proposal,
  specifying the material terms and conditions of the Superior Proposal and
  identifying the Person making the Superior Proposal.                                                                                                                                                                                                                                                                                                                                                                                                                      

(b)     Effect of Termination.     If
any Party terminates this Agreement pursuant to §7(a) above, all rights and
obligations of the Parties hereunder shall terminate without any liability of
any Party and its Affiliates (and their respective stockholders, officers,
directors, employees, agents and representatives) to any other Party and its
respective Affiliates (and their respective stockholders, officers, directors,
employees, agents and representatives), except that §§5(j), 7(c), 9(a), 9(g),
9(h) and 9(k) and any related definitional provisions shall survive
indefinitely, and except with respect to willful and material breaches of this
Agreement prior to the time of such termination.  If this Agreement is terminated prior to Closing, (i) each Party
will redeliver all documents, work papers and other materials of the other
Party relating to this Agreement or the transactions contemplated hereby, whether
obtained before or after the execution of this Agreement, to the Party
furnishing the same, (ii) each Party will destroy all documents, work papers
and other materials developed by its accountants, representatives, agents and
employees in connection with the transactions contemplated hereby which embody
any proprietary information or trade secrets furnished by any Party hereto or
deliver such documents, work papers and other materials to the Party furnishing
such proprietary information or trade secrets or excise such proprietary
information or trade secrets therefrom, and (iii) all information received by
any Party hereto with respect to the business of the other Party (other than
information which is a matter of public knowledge) shall not at any time be
used for any personal advantage or disclosed by such Party to any third person
to the detriment of the Party furnishing such information.

43

---

---

(c)     Payment Upon Certain
Termination.     If this Agreement is terminated
as provided by §7(a)(v), then the Sellers will pay to the Buyer, within 30 days
of the termination date, as liquidated damages and not as a penalty, the amount
of $7,500,000.  The Parties agree that
the provisions of this §7(c) are reasonable in light of the costs and expenses
borne and to be borne by the Buyer in furtherance of the negotiation and
consummation of the transaction contemplated hereby and the losses and
competitive disadvantage the Buyer would suffer as a result of devoting
significant attention to consummation of the transaction contemplated hereby to
the exclusion of pursuing other business opportunities.

8.   Survival; Indemnification.

(a)     Survival of Representations
and Warranties and Covenants.     (i) All of the representations
and warranties of the Sellers and the Buyer contained in §3 and §4 above (other
than those contained in §§3(e), 3(p), and 3(u)) shall survive the Closing
hereunder and continue in full force and effect for a period of two (2) years
thereafter (the General Survival Period) and (ii) the representations
and warranties of the Sellers contained in §§3(e), 3(p), and 3(u) above, shall
survive the Closing hereunder and continue in full force in effect until the
expiration of the applicable statute of limitations (the Special Survival
Period) and no Person may seek indemnification under this §8 with respect
to a breach of a representation or warranty after the expiration of the General
Survival Period or Special Survival Period, as applicable.  In the event that an Indemnified Party
provides written notice in accordance with §9(g) hereof to the Indemnifying
Party with respect to a specific claim within the applicable survival period,
and such claim has not been finally resolved before the expiration of the
applicable survival period, any representation or warranty that is the basis
for such claim (or, in the case of a class
action or a series of related claims arising out of substantially the same
facts and circumstances as such claim, all such related claims) shall
continue to survive and shall remain a basis for indemnity only as to such
specific claim (or, in the case of a class
action or a series of related claims arising out of substantially the same
facts and circumstances as such claim, all such related claims) until
such claim is finally resolved.  The
Parties respective covenants and agreements to be performed at or after the
Closing Date contained in this Agreement shall survive indefinitely unless
otherwise set forth herein; provided, however, that any such
survival shall not be deemed, directly or indirectly, to affect the General
Survival Period or the Special Survival Period applicable to the
representations and warranties.

(b)     Indemnification by the
Sellers.

| | (i)          Subject
  to the limitations of §§8(e) and (f), the Sellers agree to indemnify the
  Buyer and its officers, directors, employees and stockholders (collectively,
  the Buyer Indemnified Parties) and hold them harmless against any Adverse
  Consequences, which any of the Buyer Indemnified Parties suffer, sustain or
  become subject to, as a result of (x) any breach of any of the
  representations and warranties of the Sellers contained in this Agreement, or
  (y) any breach of, or failure to perform, any agreement of the Sellers
  contained in this Agreement (collectively, Buyer Losses).
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

44

---

---

| | (ii)         The
  Sellers agree to indemnify the Buyer Indemnified Parties from and against any
  Adverse Consequences, without regard to any survival period, that the Buyer
  Indemnified Parties suffer resulting from, or caused by the failure to
  satisfy, the Retained Liabilities.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(c)     Indemnification by the Buyer.

| | (i)          Subject
  to the limitations of §§8(e) and (f), the Buyer agrees to indemnify the
  Sellers, and their respective officers, directors, employees and stockholders
  (collectively, the Seller Indemnified Parties) and hold them
  harmless against any Adverse Consequences which any of the Seller Indemnified
  Parties suffer, sustain or become subject to as a result of (x) any breach of
  any of the representations and warranties of the Buyer contained in this
  Agreement and (y) any breach of, or failure to perform, any agreement of the
  Buyer contained in this Agreement (collectively, Seller Losses).
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (ii)         The
  Buyer agrees to indemnify the Seller Indemnified Parties from and against any
  Adverse Consequences, without regard to any survival period, that the Seller
  Indemnified Parties suffer resulting from, or caused by the failure to
  satisfy, the Assumed Liabilities.                                                                                                                                                                                                                                                                                                                                                  

(d)     Method of Asserting Claims.     As
used herein, an Indemnified Party shall refer to a Buyer Indemnified
Party or Seller Indemnified Party, as the case may be, and the Indemnifying
Party shall refer to the party or parties hereto obligated to indemnify
such Indemnified Party.

45

---

---

| | (i)          In
  the event that any of the Indemnified Parties is made a defendant in or party
  to any action or proceeding, judicial or administrative, instituted by any
  third party the liability or the costs or expenses of which are Adverse
  Consequences (any such third party action or proceeding being referred to as a
  Claim), the Indemnified Party shall give the Indemnifying Party
  prompt notice thereof.  The failure to
  give such notice shall not affect any Indemnified Partys ability to seek
  reimbursement unless such failure has materially and adversely affected the
  Indemnifying Partys ability to successfully defend a Claim.  The Indemnifying Party shall be entitled
  to contest and assume the defense of such Claim and to be represented by
  attorneys of its own choosing, which attorneys are reasonably acceptable to
  the Indemnified Party. Notice of the intention so to contest and defend shall
  be given by the Indemnifying Party to the Indemnified Party within thirty
  (30) days after the Indemnified Partys notice of such Claim.  The Indemnified Party shall be entitled at
  any time, at its own cost and expense (which expense shall not constitute an
  Adverse Consequence), to participate in such contest and defense and to be
  represented by attorneys of its own choosing, which attorneys shall be
  reasonably acceptable to the Indemnifying Party; provided, however,
  that the reasonable costs and expenses of the Indemnified Party prior to the
  Indemnified Party electing to defend such claim will be an Adverse
  Consequence.  If the Indemnified Party
  elects to participate in such defense, the Indemnified Party will cooperate
  with the Indemnifying Party in the conduct of such defense.  If the Indemnifying
  Party elects not to defend a Claim, whether by not giving the Indemnified
  Party timely notice as provided by this §8(d)(i) or otherwise, then the
  Indemnified Party will have the sole power to direct and control such
  defense, with counsel of the Indemnified Partys choosing.  Neither the Indemnified Party nor
  the Indemnifying Party may concede, settle or compromise any Claim without
  the consent of the other party, which consent will not be unreasonably
  withheld; provided, however, that in the case of any Claim, if
  the Indemnifying Party requests the Indemnified Party to accept a proposed
  financial settlement to be paid by the Indemnified Party or compromise with
  respect to any Claim, and the Indemnified Party withholds its consent
  thereto, the obligation of the Indemnifying Party to such Indemnified Party
  under this §8 with respect to such Claim shall not thereafter exceed the
  aggregate amount that the Indemnifying Party would have paid hereunder in
  connection with such settlement or compromise (including reimbursable
  expenses to the date thereof); provided, further, however,
  and notwithstanding anything else to the contrary contained in this Agreement,
  the Indemnifying Party will not settle, compromise or offer to settle or
  compromise any Claim on a basis that would result in the imposition of a
  consent order, injunction or decree that would restrict the future activity
  or conduct of the Indemnified Party or any Affiliate thereof or concede the
  invalidity or unenforceability of, or grant a license to the use of or under,
  any Intellectual Property without the consent of the Indemnified Party, which
  consent may not be unreasonably withheld.  If the liability of the Indemnifying Party with respect to a
  Claim is subject to the Basket Amount and the Basket Amount has not yet been
  fully satisfied, the Indemnified Party shall reimburse the Indemnifying
  Party, upon demand of the Indemnifying Party, for any amount actually
  incurred by the Indemnifying Party in defending such Claim up to the amount
  of the remaining Basket Amount.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (ii)         In
  the event any Indemnified Party should have a claim against any Indemnifying
  Party that does not involve a Claim, the Indemnified Party shall deliver a
  notice of such claim to the Indemnifying Party, setting forth in reasonable
  detail the identity, nature and estimated amount of Adverse Consequences
  related to such claim or claims, with reasonable promptness and in any event
  prior to the expiration of the Indemnifying Partys indemnification
  obligation hereunder.  If the
  Indemnifying Party notifies the Indemnified Party that the Indemnifying Party
  disputes the claim described in such notice, the Indemnifying Party and the
  Indemnified Party will proceed in good faith to negotiate a resolution of
  such dispute for a period of at least thirty (30) days.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

(e)      Other Indemnification
Provisions.     Except for claims based on fraud
and except for remedies otherwise expressly provided for in this Agreement, the
foregoing indemnification provisions shall be the sole and exclusive remedies
of each Party and their respective Affiliates and their respective officers,
directors, employees, stockholders, agents and representatives for any breach
of any representation, warranty, covenant or agreement by the other Party
contained in this Agreement.  Without
limitation of the foregoing, the Buyer Indemnified Parties rights to
indemnification set forth in this §8 for breach of representations and
warranties set forth in §3(p) of this Agreement shall constitute the relevant
Buyer Indemnified Partys sole and exclusive remedy for any Liability or
Adverse Consequence arising under an Environmental, Health and Safety
Requirement, and the Buyer expressly waives and relinquishes, on behalf of
itself and all Buyer Indemnified Parties, and their respective successors and
any assigns, any and all other rights, claims or remedies such person has or may
have against any Seller or its Affiliates under any Environmental, Health and
Safety Requirement, as presently in force or hereafter enacted, promulgated or
amended.

46

---

---

(f)      Limitations on
Indemnification.

| | (i)          In
  addition to the other limitations contained in this Agreement, the Sellers
  indemnification obligations under this §8 are subject to the following terms
  and conditions:  (i) the Sellers
  shall be liable to the Buyer Indemnified Parties under §8(b)(i)(x) only if a
  Buyer Loss for which indemnification is claimed exceeds $50,000 (the Small
  Claim Amount); (ii) the Sellers shall be liable to the Buyer Indemnified
  Parties under §8(b)(i)(x) only if the aggregate amount of all Buyer Losses
  under §8(b)(i)(x) exceeds $3,000,000 (the Basket Amount), in which
  case the Sellers shall be obligated to indemnify the Buyer Indemnified
  Parties only for the excess of the aggregate amount of all such Buyer Losses
  under §8(b)(i)(x) over the Basket Amount; (iii) in no event shall the Sellers
  have any liability for indemnification under §8(b)(i)(x) in an aggregate
  amount in excess of the amount that is twenty percent (20%) of the Purchase
  Price (the Cap Amount); (iv) notwithstanding anything to the
  contrary in this Agreement, the Seller shall not be obligated to indemnify
  the Buyer Indemnified Parties for any matter set forth on §8(f) of the
  Disclosure Schedule); (v) the amount of any indemnification to be paid under
  this §8 shall be computed after giving effect to any tax benefits realized by
  the Buyer Indemnified Parties and any insurance proceeds with respect to the
  Buyer Loss received by the Buyer Indemnified Parties; and (vi) the Sellers
  shall have no liability for indemnification hereunder for any Buyer Loss arising
  from a change in any federal, foreign, state or local law or regulation after
  the Closing Date having a retroactive effect. Any indemnification to which
  the Buyer Indemnified Parties, but for §8(f)(i)(v) or §8(f)(i)(vi), otherwise
  would have become entitled hereunder, shall not be taken into account in
  calculating the Basket Amount.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (ii)         In
  addition to the other limitations contained in this Agreement, the Buyers
  indemnification obligations under this §8 are subject to the following terms
  and conditions:  (i) the Buyer
  shall be liable to the Seller Indemnified Parties under §8(c)(i)(x) only if a
  Seller Loss for which indemnification is claimed exceeds the Small Claim Amount;
  (ii) the Buyer shall be liable to the Seller Indemnified Parties under
  §8(c)(i)(x) only if the aggregate amount of all Seller Losses under
  §8(c)(i)(x) exceeds the Basket Amount, in which case the Buyer shall be
  obligated to indemnify the Seller Indemnified Parties under §8(c)(i)(x) only
  for the excess of the aggregate amount of all such Seller Losses over the
  Basket Amount; (iii) in no event shall the Buyer have any liability for
  indemnification under §8(c)(i)(x) in an aggregate amount in excess of the Cap
  Amount; and (iv) the amount of any indemnification to be paid under this
  §8 shall be computed after giving effect to any tax benefits actually
  realized by the Seller Indemnified Parties and any insurance proceeds with
  respect to the Seller Loss actually received by the Seller Indemnified
  Parties.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

47

---

---

| | (iii)        Notwithstanding
  anything to the contrary in this Agreement, for purposes of determining the
  indemnification obligations set forth under §8(b) or §8(c), in determining if
  any Party has breached a representation or warranty contained in §3 or §4
  hereof, each representation and warranty made by such Party in this Agreement
  shall be determined to have been made on the date hereof and at the Closing
  without any qualifications or limitations as to materiality (including, without
  limitation, any qualifications or limitations made by reference to a Material
  Adverse Effect), and the word material, the phrase Material Adverse
  Effect, and words of similar import shall be deemed deleted from any such
  representation or warranty.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(g)     Mitigation.     Notwithstanding
anything contained herein to the contrary, each Party shall use, and shall
cause its Affiliates and the Buyer Indemnified Parties or the Seller
Indemnified Parties, as applicable, to use, reasonable best efforts to mitigate
any and all losses in respect of which it may be entitled to indemnification
hereunder; provided, that all reasonable costs and expenses of such
mitigation shall be deemed to be an indemnifiable loss or Adverse Consequence of
such Party.

(h)     Subrogation.     After
any indemnification payment is made to any Indemnified Party pursuant to this
§8, the Indemnifying Party shall, only to the extent of such payment, be
subrogated to all rights (if any) of the Indemnified Party against any third
party in connection with the Adverse Consequences to which such payment
relates.  Without limiting the
generality of the preceding sentence, any Indemnified Party receiving an indemnification
payment pursuant to the preceding sentence shall execute, upon the written
request of the Indemnifying Party, any instrument reasonably necessary to
evidence such subrogation rights.

9.   Miscellaneous.

(a)     Press Releases and Public
Announcements.     Notwithstanding anything herein
to the contrary, from the date hereof until the date that is 60 days after the
Closing Date, neither Party will issue or cause to be issued a press release or
similar public announcement or communication, whether prior or subsequent to
the Closing, concerning the transactions contemplated hereby or the execution,
performance or terms of this Agreement, unless such press release, similar
public announcement or communication is mutually agreed upon by the Parties or
is consistent with a prior press release, similar public announcement or
communication that was mutually agreed upon by the Parties; provided, however,
that any Party may make any public disclosure it believes in good faith is
required by applicable Law or any listing or trading agreement concerning its
publicly-traded securities (in which case the disclosing Party will use its
reasonable best efforts to advise the other Party prior to making the
disclosure) and provided, further, however, that nothing in this
Agreement shall restrict the Buyer from making product marketing announcements
at any time after the Closing.

48

---

---

(b)     No Third-Party Beneficiaries.     This
Agreement shall not confer any rights or remedies upon any Person other than the
Parties and their respective successors and permitted assigns.

(c)     Entire Agreement.     This
Agreement (including the documents entered into simultaneously herewith)
constitutes the entire agreement between the Parties and supersedes any prior
understandings, agreements, or representations by or between the Parties,
written or oral, to the extent they related in any way to the subject matter
hereof.  Notwithstanding the foregoing,
the confidentiality agreement between SDP and the Buyer, dated September 8,
2003, as amended (the Confidentiality Agreement), shall remain
in full force and effect in accordance with its terms unless and until the
Closing.

(d)     Succession and Assignment.     This
Agreement shall be binding upon and inure to the benefit of the Parties named
herein and their respective successors and permitted assigns.  No Party may assign either this Agreement or
any of its rights, interests, or obligations hereunder without the prior
written approval of the other Party; provided, however, that the
Sellers (if prior to the Closing, with the consent of the Buyer, not to be
unreasonably withheld) and the Buyer may at any time, or from time to time,
distribute or assign any or all of its rights, interests or obligations,
including its rights under this Agreement, to any entity controlling,
controlled by or under common control with the Sellers or the Buyer, as
applicable, either directly or through one or more of their respective
Subsidiaries or Affiliates.  For
purposes of this Section, control means the ability to make material
managerial decisions in the Ordinary Course of Business on behalf of the
entity.  Upon any such assignment or
transfer and an assumption of all liabilities and obligations of SDP or SDC
hereunder by the transferee, SDP or SDC shall be released from any and all
liabilities and obligations hereunder. 
Upon any such assignment or transfer by the Buyer, the Buyer agrees and
acknowledges that it will not be released from any of its liabilities and
obligations hereunder.

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

(f)     Headings.     The
section headings contained in this Agreement are inserted for convenience only
and shall not affect in any way the meaning or interpretation of this
Agreement.

(g)     Notices.     All
notices, requests, demands, claims, and other communications hereunder will be
in writing.  Any notice, request,
demand, claim, or other communication hereunder shall be deemed duly given if
served by personal delivery upon the party for whom it is intended, if
delivered by a nationally recognized, overnight courier service, or if sent by
facsimile, provided that the facsimile is promptly confirmed by telephone
confirmation thereof, and addressed to the intended recipient as set forth
below:

49

---

---

| | If to the Seller:                         
| | ------------------------------------------
| |                                           
| | Scitex
  Digital Printing, Inc.           
| | 3000
  Research Boulevard                 
| | Dayton, Ohio
  45420-4099                 
| | Attention:  Yosef Zylberberg              
| | Telephone:
  (937) 259-3000               
| | Fax:  (937) 259-3164                      
| |                                           
| | Scitex
  Corporation Ltd.                 
| | 3 Azrielli
  Center                       
| | Triangular
  Tower                        
| | 45 Floor                                  
| | Tel Aviv,
  Israel 67023                  
| | Attention:  Yahel Shachar                 
| | Telephone:
  972-3-607-5744               
| | Fax:  972-3-607-5756                      
| |                                           
| | Copy to:                                  
| |                                           
| | David Fox,
  Esq.                         
| | Daniel E.
  Wolf, Esq.                    
| | Skadden,
  Arps, Slate, Meagher & Flom LLP
| | Four Times
  Square                       
| | New York, NY
  10036                      
| | Telephone:
  (212) 735-3000               
| | Fax: (212)
  735-2000                     
| |                                           
| | If to the
  Buyer:                        
| |                                           
| | Eastman
  Kodak Company                   
| | 343 State
  Street,                       
| | Rochester,
  New York                     
| | 14650-0211                                
| | Attention:  General Counsel               
| | Telephone:  (585) 724-4322                
| | Fax:  (585) 724-9448                      
| |                                           
| | Copy to:                                  
| |                                           
| | Thomas Anderson,
  Esq.                   
| | Harter,
  Secrest & Emery LLP             
| | 1600 Bausch & Lomb
  Place                
| | Rochester, New York 14604                 
| | Telephone: (585) 231-1106                 
| | Fax: (585) 232-2152                       

50

---

---

All such notices and other communications shall be deemed to have been
given and received effective as of: (i) in the case of personal delivery, on
the date of such delivery, (ii) in the case of a nationally recognized,
overnight courier service, on the business day following dispatch; or (iii) in
the case of a facsimile, provided that the facsimile is promptly confirmed by
telephone confirmation thereof, on the date of such delivery.  Any Party may change the address to which
notices, requests, demands, claims, and other communications hereunder are to
be delivered by giving the other Party notice in the manner herein set forth.

(h)     Governing Law; Venue;
Jurisdiction.

| | (i)          This
  Agreement shall be governed by and construed in accordance with the domestic
  laws of the State of New York without giving effect to any choice or conflict
  of law provision or rule (whether of the State of New York or any other
  jurisdiction) that would cause the application of the laws of any
  jurisdiction other than the State of New York.  Any proceeding seeking to enforce any provision of, or based on
  any right arising out of, this Agreement may only be brought against any of
  the Parties in the courts of the State of New York, County of New York, or,
  if it has or can acquire jurisdiction, in the United States District Court
  for the Southern District of New York, and each of the Parties consents to
  the jurisdiction of such courts (and of the appropriate appellate courts) in
  any such action or proceeding and waives any objection to venue laid
  therein.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (ii)         SCL
  hereby irrevocably designates, appoints and empowers Skadden, Arps, Slate,
  Meagher & Flom LLP as its designee, appointee and agent to receive for
  and on its behalf, service of any and all legal process, service of any and
  all legal process, summons, notices and documents which may be served in any
  action or proceeding.  If for any
  reason such designee, appointee and agent shall cease to be available to act
  as such, SCL agrees to designate a new designee, appointee and agent on the
  terms and for the purposes of this provision reasonably satisfactory to the
  Buyer.                                                                                                                                                                                                                                                                                                            

(i)      Amendments and Waivers.     No
amendment of any provision of this Agreement shall be valid unless the same
shall be in writing and signed by the Buyer and each Seller.  No waiver by any Party of any default,
misrepresentation, or breach of warranty or covenant hereunder, whether
intentional or not, shall be deemed to extend to any prior or subsequent
default, misrepresentation, or breach of warranty or covenant hereunder or
affect in any way any rights arising by virtue of any prior or subsequent such
occurrence.

(j)      Severability.     Any
term or provision of this Agreement that is invalid or unenforceable in any
situation in any jurisdiction shall not affect the validity or enforceability
of the remaining terms and provisions hereof or the validity or enforceability
of the offending term or provision in any other situation or in any other
jurisdiction.

51

---

---

(k)     Expenses.     Except
as otherwise provided herein, each of the Buyer and the Sellers will bear its
own costs and expenses (including legal fees and expenses) incurred in
connection with this Agreement and the transactions contemplated hereby
(whether consummated or not).

(l)      Construction.     The
Parties have participated jointly in the negotiation and drafting of this
Agreement.  In the event any ambiguity
or question of intent or interpretation arises, this Agreement shall be
construed as if drafted jointly by the Parties and no presumption or burden of
proof shall arise favoring or disfavoring any Party by virtue of the authorship
of any of the provisions of this Agreement. 
Any reference to any federal, state, local, or foreign statute or law
shall be deemed also to refer to all rules and regulations promulgated
thereunder, unless the context requires otherwise.  The word including shall mean including without limitation.

(m)     Incorporation of Exhibits and
Schedules.

| | (i)          The
  Exhibits and Schedules identified in this Agreement are incorporated herein
  by reference and made a part hereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (ii)         It
  is understood and agreed that the specification of any dollar amount in the
  representations and warranties contained in this Agreement or the inclusion
  of any specific item in the Disclosure Schedule is not intended to imply that
  such amounts or higher or lower amounts, or the items so included or other
  items, are or are not material, and neither Party shall use the fact of the
  setting of such amounts or the fact of the inclusion of any such item in the
  Disclosure Schedule in any dispute or controversy between the Parties as to
  whether any obligation, item or matter not described herein or included in
  the Disclosure Schedule is or is not material for purposes of this Agreement.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (iii)        Any
  matter disclosed on any one Disclosure Schedule pursuant to a provision, sub-provision,
  section or subsection of this Agreement shall be deemed to be disclosed for
  all other purposes of this Agreement and the other sections of the Disclosure
  Schedule to the extent the applicability of such matters is apparent to such
  other section of the Disclosure Schedule.                                                                                                                                                                                                                                                                                                                                             

(n)     Bulk Transfer Laws.     The
Buyer acknowledges that the Sellers will not comply with the provisions of
Article 6 of the Uniform Commercial Code or of any similar bulk transfer laws
of any jurisdiction in connection with the transactions contemplated by this
Agreement.

52

---

---

(o)     Reliance.     The
Buyer acknowledges that it is a sophisticated investor and has such knowledge
and experience in financial and business matters as to be capable of evaluating
independently the merits, risks and suitability of entering into this Agreement
and the transactions contemplated hereby. 
The Buyer is dealing with the Sellers on a professional arms-length
basis and has expertise in assessing tax, legal, jurisdictional, regulatory and
other risks associated with entering into this Agreement and the transactions
contemplated hereby.  The Buyer further acknowledges that it
itself has been, and will continue to be, solely responsible for making its own
independent appraisal of and investigations into, and in connection with this
Agreement and the transactions contemplated hereby it has made such an
independent appraisal and assessment of, the financial condition,
creditworthiness, affairs, status and nature of the Acquired Assets and the
Business and it is not relying, and will not hereafter rely, on the Sellers,
any affiliate or representative of the Sellers or any other third party with
respect to such appraisal or assessment or to update it with respect to such
matters or to keep such matters under review on its behalf.  The Buyer agrees that it will waive any
claim, action or proceeding of any kind whatsoever alleging, and it hereby
agrees that it will not assert in any claim, action or proceeding, that it
relied on any financial data, statements, claims, projections, forecasts or
other information in entering into this Agreement or consummating the
transactions contemplated hereby, except for any claim, action or proceeding
based on the representations and warranties set forth in §3 of this Agreement
or any breach of a covenant set forth in this Agreement.

(p)     Facsimiles.     The Parties agree that facsimile copies of
signatures shall be deemed originals for all purposes hereof and that a Party may produce such copies, without the
need to produce original signatures, to prove the existence of this Agreement
in any proceeding brought hereunder.

(q)     Guaranty.     SCL
hereby guarantees the full and prompt performance of SDPs obligations under
this Agreement and the obligations of any party to whom obligations of SDP or
SCL hereunder are assigned pursuant to §9(d) (in which case, if reasonably
requested, SCL will deliver a customary stand-alone instrument of guarantee).

(r)     Subsequent Closing.     If
all of the conditions to the obligations of the Parties to close set forth in
§6 have been fulfilled or waived at a time when the transactions contemplated
hereby with respect to one or more Seller Subsidiaries or their respective
Businesses (the Excluded Business) have not been approved or cleared
by the Governmental Entities administering Antitrust Laws in the relevant
jurisdiction, the Buyer may exclude the Excluded Business from the
Closing.  Such Excluded Business shall
be treated as provided in §2(g) above and shall be subject to a separate
closing once the necessary approvals or clearances have been obtained to the
reasonable satisfaction of the Buyer and the Sellers.

53

---

---

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as
of the date first above written.

| | EASTMAN
  KODAK COMPANY        
| | -------------------------------
| |                                
| |                                
| | By:                            
| |                                
| |                                
| |                                
| |                                
| |                                
| | SCITEX
  DIGITAL PRINTING, INC.
| |                                
| |                                
| | By:                            
| |                                
| |                                
| |                                
| |                                
| |                                
| | SCITEX
  CORPORATION, LTD.     
| |                                
| |                                
| | By:                            
| |                                
| |                                
| |                                
| |                                
| |                                
| | SCITEX
  DEVELOPMENT CORP.     
| |                                
| |                                
| | By:                            
| |                                
| |                                
| |                                

54

---

---