Exhibit 4(d)(3)

This SERVICES AGREEMENT (the Agreement)
dated March 1, 2004 is made between DISCOUNT INVESTMENT CORPORATION LTD., a
public company incorporated and existing under the laws of the State of Israel
(DIC) and SCITEX CORPORATION
LTD., a public company incorporated and existing under the laws of the State of
Israel (Scitex).

|Whereas | With effect
  from January 15, 2004 (the Effective
  Date), DIC has agreed to make certain services available to
  Scitex under the terms and conditions set forth in this Agreement, primarily
  in connection with the transfer of Scitexs corporate offices to the 43rd
  floor of the Triangular Tower, at 3 Azrieli Center, Tel Aviv, Israel which is
  leased in its entirety by DIC (the Azrieli
  Facility).
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|        |                                                                                                                                                                                                                                                                                                                                                                                                                          
|Whereas | With effect
  from January 5, 2004, Mr. Raanan Cohen (Mr. Cohen), Vice President and an employee of DIC, was
  appointed interim President and Chief Executive Officer of Scitex.                                                                                                                                                                                                                                      

NOW
THEREFORE THE PARTIES HEREBY AGREE AS FOLLOWS:

|1.  | THE TERM                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
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|1.1 | Subject to
  obtaining the approvals specified in Section 5.7 hereunder, this Agreement
  shall be effective as of the Effective Date, except for the CEO Services (as
  defined hereunder), which shall be effective from January 5, 2004.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|1.2 | If either
  DIC or Scitex (together, the Parties
  and individually, a Party)
  intends to cease to provide or receive, respectively, the Services (as
  hereinafter defined), 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, DIC shall provide reasonable cooperation and assistance
  to Scitex 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, Scitex shall remain liable
  for all amounts due for the Services provided prior to the actual date of
  termination thereof and for any reasonable expenses related thereto.
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|2.  | SERVICES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
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|2.1 | DIC shall
  make available to Scitex the following services (the Services). The Services shall be
  provided by DIC itself or by a subsidiary of DIC, or by third party supplier:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
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|    | 2.1.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

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|    | 2.1.2                                                                                                                                                                                                                                                                                                                                                                                                | Ancillary
  services to the Scitex Rental Property, such as cleaning and security
  services, MIS services, etc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
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|    |                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | 2.1.3                                                                                                                                                                                                                                                                                                                                                                                                | Seconding
  Mr. Cohen, or another senior officer of DIC as may be agreed upon by the
  Parties, who will serve as President and/or Chief Executive Officer of Scitex
  (whether or not on an interim basis) (CEO
  Services), and who will dedicate approximately 40% of his work
  hours in order to provide the CEO Services.                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | 2.1.4                                                                                                                                                                                                                                                                                                                                                                                                | Such other
  office services, such as the services specified in section 3.3.2, which
  (a) are available or being provided to DIC, and (b) are requested
  by Scitex as consistent to its operations, and (c) can reasonably be
  provided by DIC to Scitex without impacting on DICs operations.                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|2.2 | The quality
  of the Services shall be consistent with the standard services made available
  to DIC during the term of this Agreement.                                                                                                                                                                                                                                                             
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|2.3 | Where the
  services set forth herein will be provided to DIC by a third party supplier,
  the availability of such services from DIC to Scitex shall be contingent upon
  the availability of such services to DIC from the third party supplier;
  provided that DIC shall notify Scitex in writing of the unavailability of such
  services as soon as DIC receives notice of such.              
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|3.  | CONSIDERATION                                                                                                                                                                                                                                                                                                                                                                                       
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|3.1 | Definitions                                                                                                                                                                                                                                                                                                                                                                                         
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|    | 3.1.1                                                                                                                                                                                                                                                                                                                                                                                                | Employees Proportion Basis- a fraction,
  (1) the numerator of which shall be the number of employees of Scitex
  located at the Azrieli Facility, and (2) the denominator of which shall
  be the aggregate number of persons employed at the Azrieli Facility
  (including Scitexs employees).                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | 3.1.2                                                                                                                                                                                                                                                                                                                                                                                                | Rent Proportion Basis (a) for any expense
  in respect of the entire Azrieli Facility: 11.43% which shall be adjusted
  from time to time pro rata to any expansion of decrease, as applicable, of
  the actual amount of space occupied by employees of Scitex at the Azrieli
  Facility; and (b) for any expense in respect of a part of the Azrieli
  Facility: a fraction, (1) the numerator of which shall be the square
  meterage occupied by employees of Scitex at the Azrieli Facility, and
  (2) the denominator of which shall be the square meterage such part of
  the Azrieli Facility.
|    |                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|3.2 | Except as
  specified under this Agreement, the Services rendered shall be provided by
  DIC at the actual cost of DIC 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):

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|    | 3.3.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | Scitex shall
  bear the following costs according to the Rent Proportion Basis:
  the rent payments for the Azrieli Facility, cleaning of the property,
  security, real estate taxes (known as Arnona), water, electricity and all
  other expenses associated with facility maintenance, but excluding any
  expenses relating to replacement or redecoration of the facilities or the
  fixtures and fittings therein.                                                                                                                                                                                                                                
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|    | 3.3.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | Scitex shall
  bear the following costs according to the Employees Proportion Basis:
  Catering services for meetings, photocopying, general office services such as
  use of kitchens, support staff, etc., logistics services including but not
  limited to use of common receptionist, and all other services which are not
  specifically mentioned  under any
  other section.                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|3.4 | Notwithstanding
  the generality of the forgoing:                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | 3.4.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | Unless
  otherwise agreed between the Parties (as hereinafter provided), Scitex shall
  pay to DIC for the CEO Services the sum of NIS 493,000 per annum, and
  such bonuses, if any, as shall from time to time be approved by Scitex.                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | 3.4.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | The
  consideration payable in respect of the CEO Services is based upon the actual
  cost of such services to DIC. It is understood that such cost of the DIC is
  subject to adjustments to changes in the Israel Consumers Price Index (the Index). Accordingly, the consideration
  for the CEO Services will be adjusted for each fiscal quarter pro rata to the
  increase or decrease of the Index published in the first month of such
  quarter over or below the Index for January 2004, published in February 2004.                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | 3.4.3                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | In the event
  of a change in the cost to DIC of such services (other than as set forth in
  sib-section 3.4.2 above) or, having regard to the needs of Scitex, the
  parties agree upon a change in the percentage of work hours dedicated to
  Scitex by Mr. Cohen (or such other senior officer of DIC who shall serve
  as President and/or Chief Executive Officer of Scitex), the consideration
  payable for the CEO Services shall be increased or decreased accordingly,
  subject to the approval of the audit committee of Scitex, provided that in no
  event shall the sum payable in respect the CEO Services exceed
  NIS 750,000 per annum.
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|3.5 | The
  approximate consideration for the Services rendered, or intended to be
  rendered, pursuant to this Agreement (other than the CEO Services) is $17,000
  per fiscal quarter. Any material change to the cost of such Services shall be
  subject to the approval of the audit committee of Scitex, provided that in no
  event shall the aggregate increase in the area of Scitex Rental Property
  exceed 75% from that occupied at the commencement of the Agreement.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|3.6 | Once in
  every six months, the audit committee of Scitex shall be presented with a
  report regarding the Services and the amounts paid as consideration for them.                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|3.7 | DIC shall
  invoice Scitex at the end of each month, or in case of an ad-hoc service, at
  the end of the period during which it 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.                                                                                                  

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|3.8                                                                                                                                                                                                                                                                                                                       | 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 DIC
  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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|3.9                                                                                                                                                                                                                                                                                                                       | All payments
  shall be subject to withholding tax (Nikui Bamakor) as required by law.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
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|3.10                                                                                                                                                                                                                                                                                                                      | VAT shall be
  added to all payments, as required by law.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
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|4.                                                                                                                                                                                                                                                                                                                        | INDEMNITY                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
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|Scitex shall
  issue and deliver to Mr. Cohen (or such other senior officer of DIC who shall
  serve as President and/or Chief Executive Officer of Scitex) an indemnity
  letter as provided by Scitex to its executive officers in connection with
  personal liabilities that may arise from serving in such capacity. |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
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|5.                                                                                                                                                                                                                                                                                                                        | GENERAL MATTERS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
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|5.1                                                                                                                                                                                                                                                                                                                       | This
  Agreement shall be exclusively governed by and construed in accordance with
  the laws of the State of Israel.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
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|5.2                                                                                                                                                                                                                                                                                                                       | 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,
  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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|5.3                                                                                                                                                                                                                                                                                                                       | 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
  DIC (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 DIC). 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 by 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.
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|5.4                                                                                                                                                                                                                                                                                                                       | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

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|5.5 | 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, DIC may assign its rights and obligation hereunder, in whole or in
  part, to a company that is controlled by DIC, controlling DIC or under common
  control with DIC.
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|5.6 | Each Party
  shall bear its own expenses for the legal services rendered to it in
  connection with this Agreement.                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|5.7 | This
  Agreement is subject to approval pursuant to the provisions of Chapter 5 of Part 6 the Companies Law 5759 - 1999.                                                                                                                                                                                                                                                                                                                                                                                     
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|5.8 | This
  Agreement may be executed in counterparts, all of which will constitute one
  agreement.                                                                                                                                                                                                                                                                                                                                                                                                              

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.

DISCOUNT INVESTMENT CORPORATION LTD.

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

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