Exhibit 4(d)(1)

This SERVICES AGREEMENT (the Agreement)
dated as of November 1, 2001 is made between CLAL INDUSTRIES AND
INVESTMENTS LTD., a public company incorporated and existing under the laws of
the State of Israel (Clal) and
SCITEX CORPORATION LTD., a public company incorporated and existing under the
laws of the State of Israel (Scitex).

|Whereas | With effect
  from 1 November 2001 (the Effective Date),
  Clal has agreed to make certain services available to Scitex, primarily in
  connection with the transfer of Scitexs corporate offices to facilities
  leased to Clal at the Azrieli Center, Triangle Building, Tel Aviv, Israel and
  the services of certain Clal employees (the Azrieli Center), and Scitex has agreed to make the services
  of certain Scitex employees available to Clal, all under the terms and
  conditions set under this Agreement.
|------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|Whereas | With effect
  from 1 September 2001, Mr. Agassi (Agassi),
  an employee of Clal, was appointed interim Chief Executive Officer of Scitex.                                                                                                                                                                                                                                                                                                                                                                                   

NOW THEREFORE THE PARTIES HEREBY AGREE AS
FOLLOWS:

|1.  | THE TERM                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|1.1 | Subject to
  obtaining the approvals specified in Section 6.7 hereunder, this Agreement
  shall be effective as of the Effective Date, except for the CEO Services (as
  defined hereunder), which shall be effective from 1 September 2001.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|1.2 | If any of
  Clal and Scitex (together: the Parties or individually a Party) intends to cease to provide or
  receive Clals Services or Scitexs Services (as hereinafter defined)
  (together: the Services), or
  any of them, it must give prior written notification of at least three (3)
  months to the other Party, unless otherwise agreed. In such circumstances,
  each Party shall provide reasonable cooperation and assistance to the other
  Party in order to enable it to implement such service by itself, but in no
  event shall such assistance be for more than thirty (30) days from the date
  of termination. In the event of termination each Party shall remain liable
  for all amounts due for the service incurred prior to the actual date of
  termination of such service and for any reasonable expenses related thereto.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|2.  | SERVICES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|2.1 | Clal shall
  make available to Scitex the following services (the Clals Services). Clals Services shall
  be provided by Clal itself or by Clal Central Industrial Financing (1962)
  Ltd., a wholly owned subsidiary of Clal, or by third party supplier:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

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|    | 2.1.1                                                                                                                                                                                                                                                                                                                                                                                | Office space
  at the Azrieli Center, (the Scitex Rental
  Property). The actual amount of space and the physical location
  of the Scitex Rental Property as of the commencement of this Agreement shall
  be as specified in Appendix A to this Agreement. The Scitex Rental Property
  shall be adjusted from time to time in correlation to the amount of space
  occupied by employees of Scitex located at Azrieli Center (including those
  seconded by Clal to Scitex according to Section 2.1.4 hereunder) and shall be
  suitable for the purposes of Scitexs corporate offices and ancillary
  operations. Scitex shall use the Scitex Rental Property only in accordance
  with the permitted uses thereof and, subject to the provisions hereof, shall
  obey vis-à-vis Clal all restrictions and obligations, to the extent
  applicable to the occupant thereof, all as are described in the lease to
  Clal.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | 2.1.2                                                                                                                                                                                                                                                                                                                                                                                | Ancillary
  services to the Scitex Rental Property, such as cleaning and security
  services, MIS services, etc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | 2.1.3                                                                                                                                                                                                                                                                                                                                                                                | Seconding
  Agassi, or another senior officer of Clal, who will serve as Chief Executive
  Officer of Scitex (whether or not on an interim basis) (CEO Services), and who will dedicate
  approximately 60% of his work hours in order to provide the CEO Services.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | 2.1.4                                                                                                                                                                                                                                                                                                                                                                                | Seconding
  other employees, on full or part time basis, (a) on a need basis, and (b) can
  reasonably be provided by Clal to Scitex without impacting on Clals
  operations, all as agreed between the Parties from time to time.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | 2.1.5                                                                                                                                                                                                                                                                                                                                                                                | Such other
  office services, such as the services specified in section 3.3.2, which (a)
  are available or being provided to, or by Clal, (b) are requested by Scitex
  as consistent to its operations, and (c) can reasonably be provided by Clal
  to Scitex without impacting on Clals operations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|2.2 | Scitex shall
  second employees to Clal, on full or part time basis, (a) on a need basis,
  and (b) can reasonably be provided by Scitex to Clal without impacting on
  Scitexs operations, all as agreed between the Parties from time to time (Scitexs Services).                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                     
|2.3 | The quality
  of the services offered shall be consistent with the standard services made
  available to or by the Parties during the term of this Agreement.                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                     
|2.4 | Where the
  services set forth will be provided to Clal by a third party supplier, the
  availability of such services from Clal to Scitex shall be contingent upon
  the availability of such services to Clal from the third party supplier;
  provided that Clal shall notify Scitex in writing of the unavailability of
  such services as soon as Clal receives notice of such.
|    |                                                                                                                                                                                                                                                                                                                                                                                     

2

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|3.  | CONSIDERATION                                                                                                                                                                                                                                                                                                                                                                                                             
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1 | Definitions                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | 3.1.1                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | 3.1.2                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | 3.1.3                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                           
|3.2 | Except as
  specified under this Agreement and its Appendices, the services rendered
  shall be provided by the Parties at the actual cost for the service, and
  shall not include any overhead expense, or general and administrative cost.
  If such rule cannot be implemented, the services shall be charged according
  to the following principals (provided, however, that no services shall be
  double-charged):
|    |                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | 3.3.1                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | 3.3.2                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | 3.3.3                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                           

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|    | 3.3.4                                                                                                                                                                                                                                                                                                                                                                  | Notwithstanding
  the generality of the forgoing, unless otherwise agreed between the Parties,
  Scitex shall pay the sum of NIS 825,000 per annum to Clal for the CEO
  Services together with Value Added Tax (VAT)(if applicable) and such bonuses, if any, as shall from time to
  time be approved by Scitex. The aforesaid sum shall be linked to the Israel
  Consumers Price Index (the Index),
  adjusted for each fiscal quarter according to the Index published in the
  first month of such quarter.  The
  basic Index shall be the Index for September 2001, published in October 2001.                              
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|3.4 | Appendices                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | 3.4.1                                                                                                                                                                                                                                                                                                                                                                  | A schedule
  containing the evaluation of the approximate consideration with regard to the
  Clal Services rendered, or intended to be rendered, as of, or shortly following,
  the commencement of this Agreement (other than the seconding of employees) is
  attached to this Agreement as Appendix A. Any material change to the cost of
  the Clal Services shall be subject to the approval of the audit committees of
  both Clal and Scitex, provided that in no event shall the aggregate change
  thereto  exceed $20,000 per quarter
  plus VAT (if applicable) from the approximate consideration set forth in
  Appendix A.
|    |                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | 3.4.2                                                                                                                                                                                                                                                                                                                                                                  | Appendix B
  also contains the evaluation of the approximate consideration with regard to
  the employees seconded (except for Agassi), or intended to be seconded, as
  at, or shortly following, the commencement of this Agreement (the Employees Consideration). Any material
  change to the Employees Consideration shall be subject to the approval of the
  audit committees of both Clal and Scitex, provided that in no event shall the
  aggregate changes to the Employees Consideration exceed $300,000 per annum
  plus VAT (if applicable) from the approximate Employees Consideration set forth
  in Appendix B.     
|    |                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|3.5 | Once in
  every six months, the audit committees of both Scitex and Clal shall be
  presented with a report regarding the services rendered under this agreement
  and the amounts paid as consideration for them.                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|3.6 | Each Party shall
  invoice the other Party at the end of each month or at the end of each period
  during which the service is provided, or in the case of third party provider,
  after receiving his invoice or after the payment is due pursuant to a
  contract or understanding, as applicable. Payment shall be thirty (30) days
  from the date of the invoice.
|    |                                                                                                                                                                                                                                                                                                                                                                       
|3.7 | Payment for
  any of the services shall be made in Israel currency or in U.S. currency
  based on the representative rate of exchange on the date of payment. If Clal
  tenders any payment to its service provider or landlord in a specific
  currency then such payment shall be made in that currency.                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                       

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|3.8 | All payments
  shall be made only after receipt of a certificate of valid registration as a
  self-employee as required under the Value Added Tax Law, 1976, and of due
  management of accounting books as required by law and a certificate of tax
  exempt Nikui Bamakor.                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|3.9 | VAT shall be
  added to all payments, as required by law.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|4.  | INSURANCE & INDEMNITY                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|4.1 | The Parties agree
  that, prior to December 31, 2001, they will sign an Appendix to this
  Agreement setting out the provisions relating to all insurance obligations of
  the Parties in respect of this Agreement and ancillary and consequential
  indemnities.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|5.  | CONFIDENTIAL INFORMATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|5.1 | The Parties
  acknowledge that confidential information may be exchanged between any of the
  parties during the course of performance of this Agreement. For the purposes
  hereof, Confidential Information shall mean all information, specifications,
  formulations, data, technology, know-how, designs, inventions, discoveries,
  processes, models and/or trade and business secrets, including without
  limitation, details about financial, contractual and marketing information,
  and similar information which have been hereto or may hereafter be
  transmitted or otherwise disclosed by any of the parties hereto, and which
  are confidential by its nature confidential by its nature or which are
  designated as Confidential.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|5.2 | The Parties
  shall maintain in the strictest confidence all Confidential Information
  received by or from the other Party hereto. No Party shall divulge any
  Confidential Information to any person, firm or corporation without the prior
  express written consent of the disclosing Party, except to those of its
  employees, agents, or consultants who are bound by a written non-disclosure
  agreement of at least equal scope to this Agreement, and only to the extent
  required by them for the proper performance of their duties under this
  Agreement.                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|5.3 | This
  Confidentiality Agreement shall not apply to specific information which: (i)
  is in, or enters, the public domain otherwise than by reason of a breach
  hereof, (ii) was known prior to the disclosure thereof; (iii) is legally
  transmitted or disclosed by a third party unless the receiving Party was
  aware of a breach of an obligation of confidentiality to the disclosing Party
  or was willfully blind, or (iv) is independently developed by the Party
  without the use of Confidential Information.                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|5.4 | The
  disclosure of Confidential Information or its use hereunder shall not be
  construed in any way to grant any party any right or license with respect to
  Confidential Information other than the right to use Confidential Information
  strictly in accordance with the terms of this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

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|6.  | GENERAL MATTERS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|6.1 | This
  Agreement shall be exclusively governed by and construed in accordance with
  the laws of the State of Israel.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|6.2 | Neither
  Party shall be liable to the other for any failure or delay caused by events
  beyond such Partys reasonable control, including, without limitation, the
  other Partys failure to furnish necessary information, sabotage, failures or
  delays in transportation or communication, failures or substitutions of
  equipment, labor disputes, accidents, acts of God, war, terrorism, shortages
  of labor, fuel, raw materials, or equipment.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|6.3 | Any dispute
  hereunder shall be resolved amicably in the first instance by a meeting
  between the President or Chief Financial Officer or other senior officer of
  Clal (provided he or she does not serve as the Chairman or as an officer of
  Scitex) and President or Chief Financial Officer or other senior officer of
  Scitex (provided he or she is not an officer or employee of Clal). Should
  such a meeting fail to resolve the dispute in fifteen (15) days, the parties
  agree to proceed to arbitration in Tel Aviv, Israel.  The Parties shall appoint an arbitrator
  with mutual agreement, or absent such agreement in ten (10) days, by the
  chairman of the Israel Bar Association. Such arbitrator shall have extensive
  legal experience in commercial matters. 
  Both parties agree that the arbitrator shall be instructed to reach
  and submit a final adjudication of any dispute put before him within sixty
  (60) days of his appointment.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|6.4 | Each of the
  parties hereto shall execute all documents, file all permits and take all
  other actions as may be required to give effect to the transactions described
  in this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|6.5 | Except as is
  expressly permitted hereby, no Party shall assign, transfer, or subcontract
  this Agreement or any of its primary obligations hereunder without the prior
  written consent of the other Party affected, which consent shall not be
  unreasonably withheld. Without derogating from the generality of the
  forgoing, Clal may assign its rights and obligation hereunder, in whole or in
  part, to a company that is controlled by Clal, controlling Clal or under
  common control with Clal.                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|6.6 | The parties
  shall bear equally the legal services rendered in connection with this
  Agreement, except for services with connection with obtaining the requisite
  approvals pursuant to section 5.7 of this Agreement and reports to the
  regulatory authorities.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|6.7 | This
  Agreement is subject to approval pursuant to the provisions of Chapter 5 of Part 6 the Companies Law 5759 - 1999.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|6.8 | This
  Agreement may be executed in counterparts, all of which will constitute one
  agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

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IN WITNESS WHEREOF, THE PARTIES HERETO HAVE
CAUSED THIS AGREEMENT TO BE EXECUTED BY THEIR DULY EMPOWERED REPRESENTATIVES AS
OF THE DATE FIRST ABOVE MENTIONED.

|CLAL INDUSTRIES AND INVESTMENTS LTD. |                  
|------------------------------------ | -----------------
|                                     |                  
|By:                                  | By:              
|                                     |                  
|                                     |                  
|Name and
  Title:                    | Name and
  Title:
|                                     |                  
|                                     |                  
|                                     |                  
|                                     |                  
|                                     |                  

|SCITEX CORPORATION LTD. |                  
|----------------------- | -----------------
|                        |                  
|By:                     | By:              
|                        |                  
|                        |                  
|Name and
  Title:       | Name and
  Title:
|                        |                  
|                        |                  
|                        |                  
|                        |                  
|                        |                  

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January
1, 2004

Clal
Industries & Investments Ltd
3 Azrieli Center
Triangular Tower, 45th Floor
67023 Tel Aviv

Dear
Sirs,

Re:        Services Agreement

We
refer your attention that the Services Agreement (Services Agreement) between Clal Industries and Investments
Ltd. (Clal) and Scitex
Corporation Ltd. (Scitex) dated
as of November 1, 2001.

As
discussed and agreed with you, Scitex will be transferring its corporate
offices from the facilities leased to Clal on the 45th floor of the
3 Azrieli Center, Triangular Tower (Azrieli
Center), to facilities leased to Discount Investment Corporation
Ltd. on the 43rd floor of the Azrieli Center. Accordingly, Scitex
will no longer be requiring from Clal, and Clal will no longer be providing,
the following services, as set forth in the Service Agreement, which services
shall remain suspended, with effect from December 31, 2003 until the parties
agree in writing to reinstate the same (if at all) pursuant to the provisions
of the Services Agreement:

|1. | Office space at the
  Azrieli Center (Scitex Rental Property);                                                                                                                                                                                                                                        
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                         
|2. | Ancillary services to
  Scitex Rental Property; and                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                         
|3. | Seconding of employees to
  Scitex (it being noted that the seconding of Mr. Agassi to Scitex ceased on
  30 June 2003 and that there has been no seconding of employees by Scitex to
  Clal since June 2002, and that accounting services are to be provided by Clal
  to Scitex until March 31, 2004);

In
the event of any further costs and/or expenses with respect to Scitex, Scitex will cooperate with Clal
regarding the payment of such further charges and/or expenses.

For
the avoidance of doubt, we confirm that all applicable provisions of the
Services Agreement (including indemnification undertakings) shall continue in
full force and effect, in so far as they relate to the suspended services
mentioned above until December 31, 2003, and with relation to services
continuing to be granted, for as long as required according to the Services
Agreement (as the case may be).

Yours
truly,

|                              |  | 
|----------------------------- |  | 
|For Scitex Corporation
  Ltd. | 

We
confirm the above arrangements

|                                      |  | 
|------------------------------------- |  | 
|Clal
  Industries and Investment Ltd. | 

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