---

---

Exhibit 4(a)(11)

|                    |                     |                        
|------------------- | ------------------- | -----------------------
|(HP(R) INVENT LOGO) |                     | Hewlett-Packard Company
|                    | 3000 Hanover Street
|                    | Mail Stop 1032     
|                    | Palo Alto, CA 94304
|                    | www.hp.com         

|                                                            |                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                   |    |                                                                                           | 
|----------------------------------------------------------- | --------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -- | ----------------------------------------------------------------------------------------- | 
|Paul Porrini                                                |                                   | April 28, 2008                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                  
|Vice President and
  Associate General Counsel              |                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                  
|                                                            |                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                  
|Tel: +1 610 717 5045Fax: +1 610 717 5045Paul.Porrini@hp.com |                                   | John WahlCorporate Trust                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                  
|                                                            | Computershare Trust Company, Inc.
|                                                            | 350 Indiana, Suite 800           
|                                                            |                                   | Golden, CO 80401                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                            |                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                   |    |                                                                                           | 
|                                                            |                                   | By Email and Fax: +1 303-262-0700                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                            |                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                   |    |                                                                                           | 
|                                                            |                                   | Dear Sir:                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                                            |                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                  
|                                                            |                                   | Release
  of Scailex Escrow Funds  Final Settlement of Claims                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                            |                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                  
|                                                            |                                   | We refer to the Asset
  Purchase Agreement, dated August 11, 2005, as amended (the Asset Purchase
  Agreement) between Hewlett-Packard Company (the Buyer), Scailex Vision
  (Tel Aviv) Ltd. (formerly known as Scitex Vision Ltd.) (the Seller) and certain
  other parties named therein, and the Escrow Agreement (the Escrow
  Agreement), dated November 1, 2005, among the Seller, the Buyer and
  Computershare Trust Company, Inc. (the Escrow Agent).
|                                                            |                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                  
|                                                            |                                   | The Buyer and Seller
  hereby instruct you to release the following amounts from the withheld Escrow
  Funds:                                                                                                                                                                                                                                                                                                                                                           
|                                                            |                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                  
|                                                            |                                   | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | $7,312,423 (Seven million, three hundred and twelve
  thousand, four hundred and twenty three dollars) to the Buyer in recognition
  of the following settlements to the Buyer:                                                                  
|                                                            |                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                   |    |                                                                                           | 
|                                                            |                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                   | a. | $2,250,000 for the Environmental claim submitted on
  4 August 2007;                     
|                                                            |                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                   |    |                                                                                          
|                                                            |                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                   | b. | $4,208,742 for the Mexican Tax claim submitted on 27
  October 2006;                     
|                                                            |                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                   |    |                                                                                          
|                                                            |                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                   | c. | $676,081 for the US Customs Duty claim submitted on
  20 November 2007;                  
|                                                            |                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                   |    |                                                                                          
|                                                            |                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                   | d. | $102,600 for the Blaze Consulting Fee claim
  submitted on 20 November 2007; and         
|                                                            |                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                   |    |                                                                                          
|                                                            |                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                   | e. | $75,000 for the VAT claim submitted on 20 November
  2007;                               
|                                                            |                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                   |    |                                                                                          
|                                                            |                                   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | $5,816,544 (Five million, eight hundred and sixteen
  thousand, five hundred and fifty four dollars), plus any interest earned on
  the withheld Escrow Funds to date, to the Seller in recognition of the
  following settlements to the Seller:
|                                                            |                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                   |    |                                                                                          
|                                                            |                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                   | a. | $3,405,958 for the Environmental claim submitted on
  4 August 2007;                     
|                                                            |                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                   |    |                                                                                          
|                                                            |                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                   | b. | $1,052,185 for the Mexican Tax claim submitted on 27
  October 2006;                     
|                                                            |                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                   |    |                                                                                          
|                                                            |                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                   | c. | $829,425 for the VAT claim submitted on 20 November
  2007;                              
|                                                            |                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                   |    |                                                                                          
|                                                            |                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                   | d. | $436,000 for the Fireworx claim submitted on 20
  November 2007;                         
|                                                            |                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                   |    |                                                                                          
|                                                            |                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                   | e. | $68,400 for the Blaze Consulting Fee claim submitted
  on 20 November 2007; and          
|                                                            |                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                   |    |                                                                                          
|                                                            |                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                   | f. | $24,576 for the Israel Industrialists Association
  claim submitted on 13 September 2006.
|                                                            |                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                   |    |                                                                                          
|                                                            |                                   | This should result in an amount of $620,000
  remaining as withheld Escrow Funds relating to the Big Print claim made on 20
  November 2007. We shall provide you with further instructions regarding the
  release of this amount when the time is appropriate.                                                                                                                                                                                                        

---

---



|                    |                     |                        
|------------------- | ------------------- | -----------------------
|(HP(R) INVENT LOGO) |                     | Hewlett-Packard Company
|                    | 3000 Hanover Street
|                    | Mail Stop 1032     
|                    | Palo Alto, CA 94304
|                    | www.hp.com         

|                        |  |                                                                                                                                                 |                                                         |  | 
|----------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------- |  | 
|April 28, 2008
  Page 2 |  | Please use the following wire instructions for all
  amounts to be released to the Seller:                                                     
|                        |  |                                                                                                                                                 | For further credit to: Scailex Vision (Tel-Aviv)
  Ltd.
|                        |  |                                                                                                                                                 | Account Number: 605143285                              
|                        |  |                                                                                                                                                 | ABA #: 21001088                                        
|                        |  |                                                                                                                                                 | Swift: MRMDUS33                                        
|                        |  |                                                                                                                                                 | HSBC Bank USA ABA 021001088                            
|                        |  |                                                                                                                                                 | 452 Fifth Avenue                                       
|                        |  |                                                                                                                                                 | New York, N. Y. 10018                                  
|                        |  |                                                                                                                                                 |                                                        
|                        |  | Please use the following wire instructions for all
  amounts to be released to the Buyer:                                                      
|                        |  |                                                                                                                                                 |                                                        
|                        |  |                                                                                                                                                 | Hewlett-Packard Company                                
|                        |  |                                                                                                                                                 | Bank of America, North America                         
|                        |  |                                                                                                                                                 | A/C: 1233651354                                        
|                        |  |                                                                                                                                                 | ABA#(for domestic wires): 026009593                    
|                        |  |                                                                                                                                                 | Swift Code (for international): BOFAUS3N               
|                        |  |                                                                                                                                                 | Narration: Scailex Escrow Claim  Final Settlement     
|                        |  |                                                                                                                                                 |                                                        
|                        |  | All capitalized terms, not otherwise defined in this
  letter, have the same meaning as in the Asset Purchase Agreement and Escrow
  Agreement.
|                        |  |                                                                                                                                                 |                                                         |  | 
|                        |  | Sincerely yours,                                                                                                                               
|                        |  |                                                                                                                                                 |                                                         |  | 

| |  |                                        |  |                               |  | 
| |  | -------------------------------------- |  | ----------------------------- |  | 
| |  | /s/ Paul Porrini                       |  | /s/ Yahel Shachar            
| |  |                                        |  |                              
| |  | Paul Porrini                           |  | Yahel Shachar                
| |  | Hewlett-Packard Company                |  | Scailex Vision (Tel Aviv) Ltd
| |  | CC:                                    |  |                               | 
| |  |                                        |  |                               |  | 
| |  | Scailex Vision (Tel Aviv) Ltd.         |  |                               | 
| |  | c/o: Scailex Corporation Ltd.          |  |                               | 
| |  | 16 Shenkar St, Entrance B              |  |                               | 
| |  | Herzliya Pituach Israel, 46120         |  |                               | 
| |  | Tel Aviv 67023, Israel                 |  |                               | 
| |  | Attention: Chief Executive Officer     |  |                               | 
| |  | Fax: 972-9-961-912                     |  |                               | 
| |  |                                        |  |                               | 
| |  | Herzog, Fox & Neeman                   |  |                               | 
| |  | Asia House                             |  |                               | 
| |  | 4 Weizmann Street                      |  |                               | 
| |  | Tel Aviv 64239, Israel                 |  |                               | 
| |  | Attention: Ehud Sol, Adv.              |  |                               | 
| |  | Fax: 972-3-696-6464                    |  |                               | 
| |  |                                        |  |                               | 
| |  | Goldfarb, Levy, Eran & Co.             |  |                               | 
| |  | Europe-Israel Tower, 2 Weizmann Street |  |                               | 
| |  | Tel Aviv 64239, Israel                 |  |                               | 
| |  | Attention: Nechama Brin, Adv.          |  |                               | 
| |  | Fax: 972-3-608-9909                    |  |                               | 

---

---



|                    |                     |                        
|------------------- | ------------------- | -----------------------
|(HP(R) INVENT LOGO) |                     | Hewlett-Packard Company
|                    | 3000 Hanover Street
|                    | Mail Stop 1032     
|                    | Palo Alto, CA 94304
|                    | www.hp.com         

|               |  |                                                     
|-------------- |  | ----------------------------------------------------
|April 28, 2008 |  | Rick S. Arnold Jr                                   
|Page 3         |  | Senior Counsel                                      
|               |  | EMEA Corporate, Securities, Mergers and Acquisitions
|               |  | Hewlett-Packard Company                             
|               |  | Etogesstrasse 18C                                   
|               |  | 76275 Ettlingen                                     
|               |  | Germany                                             
|               |  | Fax: +1-650-887-0318                                

---

---



MEXICAN
TAX APPEAL AGREEMENT

THIS MEXICAN TAX APPEAL AGREEMENT (the Agreement) is
made and entered into as of the ____ day of April 2008 by and between
Hewlett-Packard Company, a Delaware corporation, with its principal place of
business located at 3000 Hanover Street, Palo Alto, CA 94304 (HP) and Scailex
Vision (Tel Aviv) Ltd. c/o: Scailex Corporation Ltd, 6 Shenkar St, Entrance B,
Herzliya Pituach Israel, 46120 (Scailex).

RECITALS

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|A. | HP and Scailex entered into an Asset Purchase
  Agreement dated August 11, 2005, as amended (APA), to acquire the Scitex
  wide format printing business from Scailex, and completed the acquisition on
  November 1, 2005. At completion, $24 million was deposited into an escrow
  account to facilitate claims under the APA (the Escrow Funds).                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|B. | On or about October 19, 2006, the Mexican tax
  authorities levied an additional amount of 52,763,523.92 pesos of additional
  tax on the Mexican subsidiary acquired by HP (the Mexican Tax Assessment)
  in its acquisition of the Scitex large format printing business. With the
  consent of Scailex, HP paid this additional tax to the Mexican tax
  authorities. On October 27, 2006, HP claimed $5,260,927 (Five million, two
  hundred and sixty thousand, nine hundred and twenty seven dollars) from the
  Escrow Funds in respect of the additional Mexican tax it paid.           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|C. | On January 16, 2007, HP, with the consent of
  Scailex, instructed Baker & Mackenzie (Outside Counsel) to file a
  nullity petition against the tax assessment in the Federal Court of Tax &
  Administrative Justice in Mexico. At the time of this Agreement this
  initial appeal has not been finally determined. If this initial appeal is not
  successful, HP has 15 business days from the date of the judgement being
  handed down to appeal on constitutional grounds before a Mexican Federal
  Circuit Court. Judgement from the Mexican Federal Circuit Court is
  non-appealable.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|D. | The parties have agreed to release an amount of
  $4,208,742 (Four million, two hundred and eight, seven hundred and forty two
  dollars) (HP Settlement Payment), representing 80% of the claimed amount,
  from the Escrow Funds to HP and to release an amount of $1,052,185 (One
  million and fifty two thousand, one hundred and eighty five dollars)
  (Scailex Settlement Payment), representing 20% of the claimed amount, from
  the Escrow Funds to Scailex.                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|E. | Having agreed to settle and compromise on the claim
  made against the Escrow Funds with respect to the amount of additional
  Mexican tax paid by HP, the parties hereby desire to agree upon how the
  parties will continue to pursue the nullity petition or constitutional
  challenge against the Mexican Tax Assessment (the Appeal).                                                                                                                                                                                                                                                    

1

---

---



NOW THERFORE, in consideration of the mutual promises
and covenants hereinafter set forth, the parties agree that:

AGREEMENT

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                          
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1. | Continuation of Appeal. HP agrees
  to continue to use commercially reasonable efforts to pursue the Appeal. HP
  further agrees to continue to consult in good faith with Yahel Shachar of
  Scailex or any other person that Scailex nominates in writing with regard to
  continuing the Appeal, however, HP shall be entitled to conduct the Appeal in
  its good faith discretion based on advice received from Outside Counsel.                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                          
|2. | Funding of Appeal. Scailex hereby
  agrees to reimburse HP for fifty percent of the amount HP or its affiliates
  have paid to Outside Counsel in connection with this matter as of the
  Effective Date. HP hereby represents that the entire amount paid to Outside
  Counsel with regard to the matter is $50,600, accordingly the parties agree
  that such amount to be reimbursed to HP pursuant to this provision is
  $25,300. The parties further agree that all further fees and expenses of
  Outside Counsel (including any fees and expenses of any experts, consultants
  or the like engaged by them or acting at their direction) related to this
  matter shall be paid 50% by Scailex and 50% by HP, provided that HP shall not
  under any circumstance be required to pay more than an additional $250,000 in
  connection herewith.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                          
|3. | Termination of HPs Obligations.
  HPs obligations in paragraphs 1 and 2 above shall terminate upon the
  earliest of:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                          
|   | a.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | final non-appealable judgement has been obtained;                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                          
|   | b.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | settlement, to which Scailex has granted its consent
  (not to be unreasonably withheld), is reached with the Mexican tax
  authorities;                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                          
|   | c.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | the date upon which HP has expended a total of
  $250,000 in fees and expenses in connection with the Appeal; or                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                          
|   | d.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | refusal by Outside Counsel to continue to pursue the
  matter based on a written opinion that the grounds for an appeal are
  meritless and the chances of a successful appeal would be extremely remote.

If the event in Paragraph 3.c. occurs, HP shall be
entitled to cease the Appeal and will provide Scailex with 30 days written
prior notice of its decision to do so. Scailex may during this 30 day period,
by written notice to HP and agreement with Outside Counsel, elect to continue
the Appeal at its own cost and HP agrees to provide commercially reasonable
assistance to Scailex (including the provision of access to its Outside Counsel
as well as to HP employees who have been directly involved in the Appeal); (i)
provided Scailex shall indemnify HP for all reasonable costs and losses
incurred by HP in providing such reasonable assistance; and (ii) until such
time as the General Counsel of HP determines, with the written advice of
reputable outside legal counsel, that continuing such appeal could be
detrimental to HP or any of its subsidiaries or affiliates. In the event of
such determination HP shall provide written notice to Scailex and Scailex shall
cease to pursue such matter further.

2

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---



|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4. | Division of Appeal Proceeds. HP
  agrees to pay to Scailex 75% of any payment HP receives from the Mexican tax
  authorities (in the same currency as that received by HP from the Mexican tax
  authorities) in connection with any final judgement or settlement of the
  Appeal, within 30 days of receiving such payment. In no event, other than as
  set out hereunder in relation to an award of interest, shall any such payment
  by HP exceed $3,945,695.25. Scailex agrees that in the event Scailex receives
  a payment from the Mexican tax authorities, Scailex will pay to HP 25% of any
  such payment (in the same currency as that received by Scailex) in connection
  with any final judgement or settlement of the Appeal, within 30 days of
  receiving such payment. In no event, other than as set out hereunder in relation
  to an award of interest, shall any such payment by Scailex exceed
  $1,315,231.75. In the event HP receives a payment of interest from the
  Mexican tax authorities in satisfaction of an award of interest made in any
  final judgement of the Appeal, HP shall pay to Scailex 75% of this interest
  payment (in the same currency as that received by HP from the Mexican tax
  authorities). In the event Scailex receives a payment of interest from the
  Mexican tax authorities in satisfaction of an award of interest made in any
  final judgement of the Appeal, Scailex shall pay to HP 25% of this interest
  payment (in the same currency as that received by Scailex from the Mexican
  tax authorities). For the avoidance of doubt, in no event shall HP be
  required to pay to Scailex any amount more than 75% of what HP actually
  receives from the Mexican tax authorities as a result of the Appeal and in no
  event shall Scailex be required to pay to HP any amount more than 25% of what
  Scailex actually receives from the Mexican tax authorities as a result of the
  Appeal.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|5. | Notices. Any notice or other
  communication required or permitted to be delivered to any party under this
  Agreement shall be in writing and shall be deemed properly given on the day
  of delivery if delivered by hand, facsimile or email (with confirmation of
  delivery), or on the first business day after being sent by registered
  overnight mail, return receipt requested, by overnight courier or overnight
  express delivery service (in each case with confirmation of delivery) to the
  address, email address or facsimile telephone number as set out below:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

| |  |                              
| |  | -----------------------------
| |  | If to HP:                    
| |  |                              
| |  | Hewlett-Packard Company      
| |  | 3000 Hanover Street          
| |  | Palo Alto, CA 94304          
| |  | Attn: General Counsel        
| |  | Fax: +1 (650) 857 2012       
| |  | Email: Michael.Holston@hp.com

3

---

---



| |  |                                 
| |  | --------------------------------
| |  | If to Scailex:                  
| |  |                                 
| |  | Scailex Vision (Tel Aviv) Ltd   
| |  | c/o Scailex Corporation Ltd     
| |  | 6 Shenkar St, Entrance B        
| |  | Herzliya Pituach Israel, 46120  
| |  | Fax: +972-9-9610912             
| |  | Email: yahel.shachar@scailex.com
| |  |                                 

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|6.  | Termination. This Agreement and
  the obligations of each party hereunder shall terminate on the 5th (fifth)
  anniversary of this Agreement.                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|7.  | Integration. This Agreement,
  including the recitals set forth herein, constitutes the entire agreement and
  understanding among the parties with respect to the matters contained herein
  and supersedes any and all prior discussions, negotiations or agreements,
  whether oral or in writing, between the parties with respect to its subject
  matter.                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|8.  | Amendment, Modification, Rescission or Termination.
  This Agreement may not be amended, modified, rescinded or terminated except
  by written instrument signed by the parties hereto or their successors or
  assigns.                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|9.  | Representations. The parties agree
  that they have not relied upon any representations, statements, covenants,
  promises or warranties in entering into this Agreement other than those
  actually set forth in this Agreement.                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|10. | Counterparts, Transmission by Fax.
  This Agreement may be executed in any number of counterparts. If any party elects
  to provide its signature by fax, a fax transmission showing that such party
  or its attorney has signed this Agreement shall be the equivalent of an
  original signature for all purposes. As a courtesy, however, when a signature
  is initially provided by fax, an original, hand-signed signature page will
  also be provided to the other party.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|11. | Advice of Counsel. Each party
  acknowledges that in negotiating this Agreement it was represented by legal
  counsel of its own choosing, and each party represents thatit
  has received independent advice from legal counsel of its choosing with
  respect to the advisability of entering into this Agreement, or that it had
  the opportunity to seek independent advice from legal counsel and for reasons
  of its own decided not to seek such advice.                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|12. | Authority. Each person who signs
  this Agreement represents and warrants that he or she has the authority and
  capacity to act on behalf of the party for whom he or she is signing and to
  bind the party and all who might claim through it to the terms of this
  Agreement.                                                                                                                                                                                                

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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|13. | Applicable Law and Jurisdiction.
  This Agreement and the relationship between the parties shall be governed by
  and interpreted in accordance with Delaware law. Each of the parties agree
  that the courts of Delaware, USA, to have exclusive jurisdiction to settle
  any dispute which may arise in connection with the creation, validity,
  effect, interpretation or performance of, or the legal relationships
  established by, this Agreement or otherwise arising in connection with this
  Agreement and for such purposes irrevocably submit to the jurisdiction of
  such Delaware courts.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|14. | Confidentiality. The parties shall
  keep the terms of this Agreement confidential. The parties shall indemnify
  each other for any damages incurred due to a breach of the provisions of this
  paragraph.                                                                                                                                                                                                                                                                                                                                                                                               

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IN WITNESS WHEREOF, the parties hereto have executed
this Mexican Tax Appeal Agreement as of the day and year first written above.

|                        |                  |                                      |      |                  
|----------------------- | ---------------- | ------------------------------------ | ---- | -----------------
|HEWLETT-PACKARD COMPANY |                  | SCAILEX VISION (TEL AVIV) LTD.      
|a Delaware corporation  |                  | an Israeli limited liability company
|                        |                  |                                     
|By:                     | /s/ Paul Porrini |                                      | By:  | /s/ Yahel Shachar
|                        |                  |                                      |      |                  
|Name: Paul Porrini      |                  | Name: Yahel Shachar                 
|                        |                  |                                      |      |                  
|Its:                    | VP, Associate GP |                                      | Its: | Director         

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| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |  |  | 
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  |  | 
| |  | April 28, 2008                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |  | Paul Porrini                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |  | Vice President and Associate General Counsel                                                                                                                                                                                                                                                                                                                                                                                                                            
| |  | Hewlett-Packard Company                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |  | 3000 Hanover Street                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |  | Palo Alto, CA 94304                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |  | Fax: +1 610 717 5045                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |  | Dear Sir,                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |  | RE: Big Print Escrow Claim                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |  | We refer to the Asset
  Purchase Agreement, dated August 11, 2005, as amended (the Asset Purchase
  Agreement) between Hewlett-Packard Company (the Buyer), Scailex Vision
  (Tel Aviv) Ltd. (formerly known as Scitex Vision Ltd.) (the Seller) and
  certain other parties named therein, and the Escrow Agreement (the Escrow
  Agreement), dated November 1, 2005, among the Seller, the Buyer and
  Computershare Trust Company, Inc. (the Escrow Agent).
| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |  | On 20 November 2007, the
  Buyer claimed an amount of $620,000 against the Escrow Fund for anticipated
  losses relating to an ongoing dispute with Big Print (HK) Co. Ltd (Big Print
  Claim). On December 18, 2007 the Seller provided a dispute notice to several
  claims, including the Big Print Claim (Dispute Notice).                                                                                                                                      
| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |  | We hereby waive all
  objections we have to the Big Print Claim, as set out in the Dispute Notice
  or otherwise, other than the objection in paragraph 11 of the Dispute Notice
  (that the Losses to the Buyer have not yet materialized).                                                                                                                                                                                                                            
| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |  | We further agree to the
  release of an amount from the Escrow Fund equivalent to the Losses to the
  Buyer once they have materialized, provided the procedures in the Asset
  Purchase Agreement are adhered to.                                                                                                                                                                                                                                                      
| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |  | Other than as set out above, this letter shall not
  be construed as a waiver by the Buyer or Seller of any other rights they may
  have under the Asset Purchase Agreement.                                                                                                                                                                                                                                                                                            
| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |  | Please acknowledge your agreement to the above by
  countersigning and returning a copy of this letter to us at your earliest
  convenience. All capitalized terms, not defined in this letter, have the same
  meaning as under the Asset Purchase Agreement and Escrow Agreement.                                                                                                                                                                                     
| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |  | Yours faithfully,                                                                                                                                                                                                                                                                                                                                                                                                                                                       

| |  |                               |  |                                  |  | 
| |  | ----------------------------- |  | -------------------------------- |  | 
| |  | /s/ Yahel Shachar             |  | /s/ Paul Porrini                
| |  |                               |  |                                 
| |  | Yahel Shachar                 |  | Paul Porrini                    
| |  | Director                      |  | VP and Associate General Counsel
| |  | Scailex Vision (Tel Aviv) Ltd |  |                                 
| |  |                               |  | Hewlett-Packard Company         

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