Exhibit 10.17

                              EMPLOYMENT AGREEMENT


         This  Employment  Agreement (the  "Agreement") is made and entered into
effective as of March 8, 2000,  by and between Jan Smith (the  "Executive")  and
Electronics for Imaging, Inc., a Delaware corporation (the "Company").

                                    RECITALS

         A. It is expected  that the Company from time to time will consider the
possibility of an acquisition by another company or other change of control. The
Board  of  Directors  of  the  Company  (the  "Board")   recognizes   that  such
consideration  can be a distraction to the Executive and can cause the Executive
to consider alternative employment opportunities.  The Board has determined that
it is in the best interests of the Company and its  stockholders  to assure that
the Company will have the continued dedication and objectivity of the Executive,
notwithstanding the possibility, threat or occurrence of a Change of Control (as
defined below) of the Company.

         B. The Board  believes that it is in the best  interests of the Company
and its  stockholders to provide the Executive with an incentive to continue her
employment  and to motivate  the  Executive to maximize the value of the Company
upon a Change of Control for the benefit of its stockholders.

         C. The Board  believes  that it is  imperative to provide the Executive
with certain benefits upon a Change of Control and, under certain circumstances,
upon  termination of the Executive's  full-time  employment in connection with a
Change of Control,  which  benefits are intended to provide the  Executive  with
financial  security and provide  sufficient  incentive and  encouragement to the
Executive to remain with the Company notwithstanding the possibility of a Change
of Control.

         D. Further,  the Board  believes that it is in the best interest of the
Company and its stockholders to provide additional  benefits to the Executive in
the event the  Executive's  employment  terminates  for any reason  other than a
Change in Control.  Such  benefits  are intended to provide the  Executive  with
financial  security and provide  sufficient  incentive and  encouragement to the
Executive to remain with the Company notwithstanding the possible termination of
employment.

         E. To accomplish the foregoing  objectives,  the Board of Directors has
directed the Company,  upon  execution of this  Agreement by the  Executive,  to
agree to the terms provided herein.

         F.  Certain  capitalized  terms used in the  Agreement  are  defined in
Section 6 below.

         In  consideration  of the mutual  covenants  herein  contained,  and in
consideration of the continuing  employment of the Executive by the Company, the
parties agree as follows:

<PAGE>

         1. Duties and Scope of Employment.

                  (a)  Position.  The Company  shall employ the Executive in the
position of Vice President of Human Resources and Corporate  Communications,  as
such position is defined in terms of responsibilities and compensation as of the
effective date of this Agreement; provided, however, that the Board of Directors
by mutual  agreement with the Executive  shall have the right, at any time prior
to the occurrence of a Change of Control,  to revise such  responsibilities  and
compensation.  The Executive shall continue to devote her full business  efforts
and time to the Company and its  subsidiaries.  The Executive  shall comply with
and be bound by the Company's operating policies,  procedures and practices from
time to time in effect during her employment. During the term of the Executive's
employment with the Company, the Executive shall devote her full-time, skill and
attention to her duties and responsibilities, and shall perform them faithfully,
diligently  and  competently,  and the  Executive  shall use her best efforts to
further the business of the Company and its affiliated entities.  Subject to the
Executive's  fiduciary duties to the Company,  this Agreement shall not prohibit
the  Executive  from serving on the board of directors or any advisory  board of
other companies.

         2. Base Compensation.

                  (a) Annual  Salary.  The Company  shall pay the  Executive  as
compensation  for her services a base salary at an  annualized  rate that is not
less  than her base  salary  as of the  effective  date of this  Agreement  (the
"Annual  Salary").  The Annual Salary may be subject to annual  increases as the
Board may authorize  from time to time in  connection  with  Executive's  annual
review.  The Annual Salary shall be paid  periodically in accordance with normal
Company payroll  procedures.  The Annual Salary  (together with bonus amounts as
specified in Section 2), and any increases in such  compensation  that the Board
of Directors  may grant from time to time,  is referred to in this  Agreement as
"Base Compensation."

                  (b) Bonus.  In addition to the Annual  Salary,  the  Executive
will be eligible to receive an annual bonus under the Company's  Executive Bonus
Plan as determined by the Board in its discretion.

         3. Executive  Benefits.  The Executive shall be eligible to participate
in the employee benefit plans and executive  compensation programs maintained by
the  Company  applicable  to other  key  executives  of the  Company,  including
(without limitation)  retirement plans,  savings or profit-sharing  plans, stock
option,  incentive or other bonus plans, life, disability,  health, accident and
other insurance programs, paid vacations, and similar plans or programs, subject
in each case to the generally  applicable terms and conditions of the applicable
plan  or  program  in  question  and  to  the  determination  of  any  committee
administering such plan or program. In addition, the Executive shall continue to
be entitled to receive any other  benefits  currently  received by the Executive
such as automobile and car phone allowance benefits.

         4. At-Will Employment.  The Company and the Executive  acknowledge that
the Executive's employment is and shall continue to be at-will, as defined under
applicable  law.  If the  Executive's  employment  terminates  for  any  reason,
including,  without  limitation,  any termination

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prior to and not in connection with a Change of Control, the Executive shall not
be entitled to any payments,  benefits,  damages,  awards or compensation  other
than  as  provided  by this  Agreement,  or as may  otherwise  be  available  in
accordance  with the Company's  established  employee  plans and policies at the
time of  termination.  The  terms of this  Agreement  shall  terminate  upon the
earlier of (i) the date that all obligations of the parties  hereunder have been
satisfied,  or (ii) March 8, 2003, or (iii)  eighteen (18) months after a Change
of  Control  unless  the  Executive's  employment  terminates  as  a  result  of
Involuntary  or  Constructive  Termination.  A termination  of the terms of this
Agreement  pursuant  to the  preceding  sentence  shall  be  effective  for  all
purposes, except that such termination shall not affect the payment or provision
of compensation or benefits on account of a termination of employment  occurring
prior to the termination of the terms of this Agreement.

         5. Severance Benefits.

                  (a)  Termination  in  Connection  with a  Change  of  Control.
Subject to Section 7 below, if the Company terminates the Executive's employment
at any time  during the period  beginning  upon the  earlier to occur of (i) the
execution of a binding letter of intent regarding a Change of Control,  and (ii)
ninety  (90) days before a Change of Control,  and ending  eighteen  (18) months
after a Change  of  Control,  and the  Executive  signs  and  does not  revoke a
standard  release of claims with the Company  attached hereto as Exhibit A, then
the Executive shall be entitled to receive severance benefits as follows:

                           (i) Involuntary or Constructive  Termination.  If the
Executive's  employment  terminates as a result of Involuntary  or  Constructive
Termination  other than for  Cause,  then the  Executive  shall be  entitled  to
receive  severance pay in an amount equal to two (2) times the Executive's  Base
Compensation  for the year  coinciding  with the  year of  termination,  plus an
amount equal to the bonus the  Executive  would have earned had he been employed
by the  Company  at the  end of  such  year  multiplied  by a  fraction  (x) the
numerator of which is the number of completed  months in that year,  and (y) the
denominator  of which is  twelve  (12)  (the  "Current  Bonus").  Any  severance
payments  except  for the  Current  Bonus to which  the  Executive  is  entitled
pursuant to this Section  shall be paid in a lump sum within thirty (30) days of
the  Executive's  termination.  The  Current  Bonus to which  the  Executive  is
entitled pursuant to this Section shall be paid in a lump sum within thirty (30)
days of the date that the Company's audit is complete for such year.

                           (ii) Voluntary Resignation; Termination For Cause. If
the Executive voluntarily resigns from the Company (other than as an Involuntary
or Constructive  Termination described in subsection 5(a)(i)), or if the Company
terminates the Executive's employment for Cause, then the Executive shall not be
entitled to receive severance or other benefits except for those (if any) as may
then be established  under the Company's then existing benefit plans at the time
of such termination.

                           (iii)  Disability;  Death. If the Company  terminates
the Executive's  employment as a result of the Executive's  Disability,  or such
Executive's employment is terminated due to the death of the Executive, then the
Executive or the  Executive's  estate,  as the case may be, shall be entitled to
receive  (i)  severance  pay  in an  amount  equal  to  one-half  (1/2)  of  the
Executive's  Base  Compensation  for  the  year  coinciding  with  the  year  of
termination  plus her Current Bonus,  (ii)

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in addition to the Executive's  stock options that were exercisable  immediately
prior to such  termination,  the vesting of additional  options shall accelerate
and become exercisable as to that number of shares that would have vested if the
Executive  had  remained  continuously  employed  for a period of six (6) months
following such  termination (and if any of such options vest on an annual basis,
the appropriate  credit shall be given as if the vesting accrued  monthly),  and
such options shall remain  exercisable for the period  prescribed in Executive's
stock option  agreements,  and (iii) such other benefits (if any) as may then be
established  under the Company's then existing benefit plans at the time of such
Disability  or death.  Any  severance  payments  except for the Current Bonus to
which the Executive is entitled pursuant to this Section shall be paid in a lump
sum within thirty (30) days of the Executive's termination. The Current Bonus to
which the Executive is entitled pursuant to this Section shall be paid in a lump
sum within thirty (30) days of the date that the Company's audit is complete for
such year.

                  (b)  Termination  Apart  from  Change of  Control.  Subject to
Section 7 below,  if the Company  terminates the  Executive's  employment at any
time,  either  before  the  earlier to occur of (i) the  execution  of a binding
letter of intent regarding a Change of Control, and (ii) ninety (90) days before
a Change of Control, or after the 18-month period following a Change of Control,
and the  Executive  signs and does not revoke a standard  release of claims with
the Company  attached  hereto as Exhibit A, then the Executive shall be entitled
to receive severance benefits as follows:

                           (i) Voluntary Resignation;  Termination for Cause. If
the Executive voluntarily resigns from the Company (other than as an Involuntary
or  Constructive  Termination),  or if the Company  terminates  the  Executive's
employment for Cause,  then the Executive shall be entitled to receive severance
and any other benefits only as may then be established  under the Company's then
exiting benefit plans at the time of such termination.

                           (ii) Termination other than Voluntary  Resignation or
Termination for Cause. In the event the Executive's employment is terminated for
any reason  (including as a result of the  Executive's  Disability or due to the
death of the Executive)  except for  termination as described in Section 5(b)(i)
above,  then the Executive or the Executive's  estate, as the case may be, shall
be entitled to receive (i) severance pay in an amount equal to one-half (1/2) of
the  Executive's  Base  Compensation  for the year  coinciding  with the year of
termination  plus her  Current  Bonus,  (ii) in addition  to  Executive's  stock
options that were exercisable immediately prior to such termination, the vesting
of additional  options shall accelerate and become  exercisable by the Executive
or the Executive's  estate, as the case may be, as to that number of shares that
would have vested if the  Executive  had  remained  continuously  employed for a
period of six (6) months  following such termination (and if any of such options
vest on an annual basis, the appropriate credit shall be given as if the vesting
accrued  monthly),  and such  options  shall remain  exercisable  for the period
prescribed in Executive's stock option  agreements,  and (iii) the same level of
health (i.e., medical, vision and dental) coverage and benefits as in effect for
the  Executive  on  the  day  immediately   preceding  the  day  of  Executive's
termination of employment; provided, however, that (i) the Executive constitutes
a  qualified  beneficiary,  as defined in Section  4980B(g)(1)  of the  Internal
Revenue  Code of 1986,  as  amended  (the  "Code");  and (ii)  Executive  elects
continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation
Act of 1985, as amended ("COBRA"), within the time period prescribed pursuant to
COBRA.  The Company shall  continue to provide

                                      -4-

<PAGE>

Executive  with  health  coverage  until  the  earlier  to occur of (i) the date
Executive is no longer  eligible to receive  continuation  coverage  pursuant to
COBRA,  or (ii) eighteen (18) months from the  termination  date. In addition to
the foregoing,  Executive shall also be paid such other benefits (if any) as may
then be established  under the Company's then existing benefit plans at the time
of such  termination.  Any  severance  payments  except for the Current Bonus to
which the Executive is entitled pursuant to this Section shall be paid in a lump
sum within thirty (30) days of the Executive's termination. The Current Bonus to
which the Executive is entitled pursuant to this Section shall be paid in a lump
sum within thirty (30) days of the date that the Company's audit is complete for
such year.

                  (c)  Options.  Subject to  Section 7 hereof,  upon a Change of
Control,  the unvested  portion of any stock option held by the Executive  shall
automatically   be   accelerated   and   the   Executive   or  the   Executive's
representative,  as the case may be, shall have the right to exercise all or any
portion  of  such  stock  option,  in  addition  to any  portion  of the  option
exercisable  prior  to  the  Change  of  Control  and  in  accordance  with  the
Executive's stock option agreement.

         6.  Definition  of  Terms.  The  following  terms  referred  to in this
Agreement shall have the following meanings:

                  (a)  Cause.  "Cause"  shall  mean  (i)  any  act  of  personal
dishonesty taken by the Executive in connection with her  responsibilities as an
employee  and  intended  to result in  substantial  personal  enrichment  of the
Executive,  (ii)  committing a felony or an act of fraud  against the Company or
its  affiliates,  and  (iii)  acts  by  the  Executive  which  constitute  gross
misconduct, are injurious to the Company, and which are demonstrably willful and
deliberate  on the  Executive's  part  after  there  has been  delivered  to the
Executive a written  demand of  cessation  of such acts from the  Company  which
describes the basis for the  Company's  belief that the Executive has engaged or
committed such acts.

                  (b)  Change of  Control.  "Change of  Control"  shall mean the
occurrence of any of the following events:

                           (i) Any  "person"  (as such term is used in  Sections
13(d) and 14(d) of the Securities  Exchange Act of 1934, as amended) becomes the
"beneficial  owner"  (as  defined in Rule 13d-3  under  said Act),  directly  or
indirectly,  of  securities of the Company  representing  fifty percent (50%) or
more of the total voting power  represented  by the Company's  then  outstanding
voting securities; or

                           (ii) A  change  in the  composition  of the  Board of
Directors  of the Company  occurring  within a two-year  period,  as a result of
which fewer than a majority of the directors are Incumbent Directors. "Incumbent
Directors"  shall mean  directors who either (A) are directors of the Company as
of the date hereof, or (B) are elected, or nominated for election,  to the Board
of Directors of the Company with the affirmative votes of at least a majority of
the Incumbent  Directors at the time of such  election or nomination  (but shall
not include an individual  whose election or nomination is in connection with an
actual or threatened  proxy contest relating to the election of directors to the
Company); or

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<PAGE>

                           (iii) A merger or  consolidation  of the Company with
any other corporation,  other than a merger or consolidation  which would result
in the voting  securities of the Company  outstanding  immediately prior thereto
continuing to represent  (either by remaining  outstanding or by being converted
into voting  securities of the surviving entity) at least sixty percent (60%) of
the total voting power  represented  by the voting  securities of the Company or
such   surviving   entity   outstanding   immediately   after  such   merger  or
consolidation.

                  (c) Involuntary or Constructive  Termination.  "Involuntary or
Constructive Termination" shall mean (i) without the Executive's express written
consent,  the  assignment  to the  Executive  of any  duties or the  significant
reduction of the Executive's  duties,  either of which is inconsistent  with the
Executive's position with the Company and responsibilities in effect immediately
prior to such assignment, or the removal of the Executive from such position and
responsibilities;  (ii)  without the  Executive's  express  written  consent,  a
substantial  reduction,  without good business  reasons,  of the  facilities and
perquisites  (including  office space and  location)  available to the Executive
immediately  prior to such  reduction;  (iii) a reduction  by the Company in the
Base  Compensation  of the  Executive  as in  effect  immediately  prior to such
reduction;  (iv) a  material  reduction  by the  Company in the kind or level of
employee  benefits to which the Executive is entitled  immediately prior to such
reduction  with the result  that the  Executive's  overall  benefits  package is
significantly  reduced;  (v) the  relocation of the Executive to a facility or a
location more than 30 miles from the Executive's then present location,  without
the Executive's express written consent;  (vi) any purported  termination of the
Executive by the Company which is not effected for  Disability or for Cause,  or
any purported  termination  for which the grounds relied upon are not valid;  or
(vii) the failure of the Company to obtain the  assumption of this  agreement by
any successors contemplated in Section 8 below.

                  (d) Disability. "Disability" shall mean that the Executive has
been  unable to perform  her duties  under this  Agreement  as the result of her
incapacity due to physical or mental illness,  and such  inability,  at least 26
weeks after its  commencement,  is  determined  to be total and  permanent  by a
physician  selected  by  the  Company  or its  insurers  and  acceptable  to the
Executive  or  the  Executive's  legal  representative  (such  agreement  as  to
acceptability  not to be  unreasonably  withheld).  Termination  resulting  from
Disability  may only be effected  after at least 30 days' written  notice by the
Company of its intention to terminate the Executive's  employment.  In the event
that the Executive  resumes the performance of  substantially  all of her duties
hereunder before the termination of her employment becomes effective, the notice
of intent to terminate shall automatically be deemed to have been revoked.

         7.  Limitation  on Payments.  In the event that the severance and other
benefits  provided for in this  Agreement or otherwise  payable to the Executive
(i) constitute  "parachute  payments"  within the meaning of Section 280G of the
Code, and (ii) would be subject to the excise tax imposed by Section 4999 of the
Code (the "Excise Tax"), then Executive's benefits under this Agreement shall be
either:

                  (i) delivered in full, or

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<PAGE>

                  (ii)  delivered as to such lesser extent which would result in
no portion of such benefits being subject to the Excise Tax,

                  whichever of the  foregoing  amounts,  taking into account the
applicable federal,  state and local income taxes and the Excise Tax, results in
the receipt by  Executive  on an  after-tax  basis,  of the  greatest  amount of
benefits,  notwithstanding  that all or some  portion  of such  benefits  may be
taxable under Section 4999 of the Code.

         Unless the Company and the Executive  otherwise  agree in writing,  any
determination  required under this Section 7(a) shall be made in writing in good
faith  by the  accounting  firm  serving  as the  Company's  independent  public
accountants  immediately prior to the Change of Control (the "Accountants").  In
the event of a reduction in benefits hereunder, the Executive shall be given the
choice of which  benefits to reduce.  For  purposes  of making the  calculations
required by this Section 7(a), the Accountants  may make reasonable  assumptions
and approximations concerning applicable taxes and may rely on reasonable,  good
faith  interpretations  concerning the  application of the Code. The Company and
the Executive shall furnish to the Accountants such information and documents as
the  Accountants may reasonably  request in order to make a determination  under
this Section.  The Company shall bear all costs the  Accountants  may reasonably
incur in connection with any calculations contemplated by this Section 7(a).

         8. Successors.

                  (a)  Company's  Successors.   Any  successor  to  the  Company
(whether   direct  or  indirect   and  whether  by  purchase,   lease,   merger,
consolidation,  liquidation  or  otherwise) to all or  substantially  all of the
Company's  business and assets shall assume the obligations under this Agreement
and agree expressly to perform the obligations  under this Agreement in the same
manner and to the same extent as the Company  would be required to perform  such
obligations  in the  absence  of a  succession.  For  all  purposes  under  this
Agreement,  the term  "Company"  shall  include any  successor to the  Company's
business  and assets  which  executes  and  delivers  the  assumption  agreement
described in this  subsection  (a) or which  becomes  bound by the terms of this
Agreement by operation of law.

                  (b)  Executive's  Successors.  The terms of this Agreement and
ail rights of the  Executive  hereunder  shall  inure to the  benefit of, and be
enforceable by, the Executive's  personal or legal  representatives,  executors,
administrators, successors, heirs, devisees and legatees.

         9. Notice.

                  (a) General. Notices and all other communications contemplated
by this  Agreement  shall be in  writing  and  shall be deemed to have been duly
given when personally  delivered or when mailed by U.S.  registered or certified
mail,  return  receipt  requested  and  postage  prepaid.  In  the  case  of the
Executive, mailed notices shall be addressed to her at the home address which he
most  recently  communicated  to the  Company  in  writing.  In the  case of the
Company,  mailed notices shall be addressed to its corporate  headquarters,  and
ail notices shall be directed to the attention of its Secretary.

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<PAGE>

                  (b) Notice of  Termination.  Any  termination  by the  Company
shall be communicated by a notice of termination to the other party hereto given
in accordance with Section 9 of this  Agreement.  Such notice shall indicate the
specific termination provision in this Agreement relied upon, shall set forth in
reasonable  detail  the facts and  circumstances  claimed to provide a basis for
termination under the provision so indicated,  and shall specify the termination
date (which shall be not more than 15 days after the giving of such notice). The
failure by the Executive to include in the notice any fact or circumstance which
contributes to a showing of Involuntary or  Constructive  Termination  shall not
waive any right of the  Executive  hereunder  or  preclude  the  Executive  from
asserting such fact or circumstance in enforcing her rights hereunder.

         10. Arbitration.

                  (a) Any dispute or controversy arising out of, relating to, or
in  connection   with  this   Agreement,   or  the   interpretation,   validity,
construction,  performance,  breach, or termination thereof, shall be settled by
binding  arbitration to be held in California,  in accordance  with the National
Rules for the  Resolution of Employment  Disputes then in effect of the American
Arbitration  Association (the "Rules").  The arbitrator may grant injunctions or
other relief in such  dispute or  controversy.  The  decision of the  arbitrator
shall be final,  conclusive  and  binding  on the  parties  to the  arbitration.
Judgment  may be  entered  on the  arbitrator's  decision  in any  court  having
jurisdiction.

                  (b) The arbitrator(s) shall apply California law to the merits
of any  dispute or claim,  without  reference  to  conflicts  of law rules.  The
arbitration  proceedings shall be governed by federal arbitration law and by the
Rules,  without reference to state arbitration law. Executive hereby consents to
the personal  jurisdiction of the state and federal courts located in California
for any action or  proceeding  arising  from or  relating to this  Agreement  or
relating to any arbitration in which the parties are participants.

                  (c)  Executive   understands  that  nothing  in  this  Section
modifies Executive's at-will employment status.  Either Executive or the Company
can terminate the employment relationship at any time, with or without Cause.

                  (d) EXECUTIVE  HAS READ AND  UNDERSTANDS  THIS SECTION,  WHICH
DISCUSSES ARBITRATION.  EXECUTIVE UNDERSTANDS THAT SUBMITTING ANY CLAIMS ARISING
OUT  OF,   RELATING  TO,  OR  IN  CONNECTION   WITH  THIS   AGREEMENT,   OR  THE
INTERPRETATION,  VALIDITY,  CONSTRUCTION,  PERFORMANCE,  BREACH  OR  TERMINATION
THEREOF TO BINDING  ARBITRATION,  CONSTITUTES A WAIVER OF EMPLOYEE'S  RIGHT TO A
JURY TRIAL AND RELATES TO THE RESOLUTION OF ALL DISPUTES RELATING TO ALL ASPECTS
OF THE  EMPLOYER/EMPLOYEE  RELATIONSHIP,  INCLUDING  BUT  NOT  LIMITED  TO,  THE
FOLLOWING CLAIMS:

                           (i) ANY AND ALL  CLAIMS  FOR  WRONGFUL  DISCHARGE  OF
EMPLOYMENT; BREACH OF CONTRACT, BOTH EXPRESS AND IMPLIED; BREACH OF THE COVENANT
OF GOOD  FAITH  AND  FAIR  DEALING,  BOTH  EXPRESS  AND  IMPLIED;

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<PAGE>

NEGLIGENT  OR  INTENTIONAL  INFLICTION  OF  EMOTIONAL  DISTRESS;   NEGLIGENT  OR
INTENTIONAL  MISREPRESENTATION;   NEGLIGENT  OR  INTENTIONAL  INTERFERENCE  WITH
CONTRACT OR PROSPECTIVE ECONOMIC ADVANTAGE; AND DEFAMATION;

                           (ii) ANY AND ALL CLAIMS FOR  VIOLATION OF ANY FEDERAL
STATE OR  MUNICIPAL  STATUTE,  INCLUDING,  BUT NOT LIMITED TO,  TITLE VII OF THE
CIVIL RIGHTS ACT OF 1964, THE CIVIL RIGHTS ACT OF 1991,  THE AGE  DISCRIMINATION
IN EMPLOYMENT ACT OF 1967, THE AMERICANS WITH DISABILITIES ACT OF 1990, THE FAIR
LABOR  STANDARDS ACT, THE CALIFORNIA  FAIR EMPLOYMENT AND HOUSING ACT, AND LABOR
CODE SECTION 201, et seq;

                           (iii)  ANY AND ALL  CLAIMS  ARISING  OUT OF ANY OTHER
LAWS AND REGULATIONS RELATING TO EMPLOYMENT OR EMPLOYMENT DISCRIMINATION.

         11. Miscellaneous Provisions.

                  (a) No Duty to Mitigate.  The Executive  shall not be required
to mitigate the amount of any payment contemplated by this Agreement (whether by
seeking new  employment or in any other  manner),  nor shall any such payment be
reduced by any earnings that the Executive may receive from any other source.

                  (b) Waiver.  No provision of this Agreement shall be modified,
waived or discharged unless the  modification,  waiver or discharge is agreed to
in  writing  and signed by the  Executive  and by an  authorized  officer of the
Company (other than the Executive).  No waiver by either party of any breach of,
or of compliance with, any condition or provision of this Agreement by the other
party shall be considered a waiver of any other condition or provision or of the
same condition or provision at another time.

                  (c)  Whole  Agreement.   No  agreements,   representations  or
understandings  (whether oral or written and whether  express or implied)  which
are not expressly set forth in this  Agreement have been made or entered into by
either party with respect to the subject matter hereof.

                  (d) Choice of Law. The validity, interpretation,  construction
and  performance of this Agreement shall be governed by the laws of the State of
California.

                  (e) Severability.  The invalidity or  unenforceability  of any
provision  or  provisions  of this  Agreement  shall not affect the  validity or
enforceability of any other provision  hereof,  which shall remain in full force
and effect.

                  (f) No  Assignment  of  Benefits.  The rights of any person to
payments or benefits under this Agreement shall not be made subject to option or
assignment,  either by voluntary or  involuntary  assignment  or by operation of
taw, including (without limitation) bankruptcy, garnishment, attachment or other
creditor's process,  and any action in violation of this subsection (f) shall be
void.

                                      -9-

<PAGE>

                  (g)  Employment  Taxes.  All  payments  made  pursuant to this
Agreement  will be subject to  withholding  of applicable  income and employment
taxes.

                  (h)  Assignment by Company.  The Company may assign its rights
under this  Agreement to an  affiliate,  and an affiliate  may assign its rights
under this  Agreement  to another  affiliate  of the Company or to the  Company;
provided,  however,  that no  assignment  shall be made if the net  worth of the
assignee is less than the net worth of the Company at the time of assignment. In
the case of any such  assignment,  the term  "Company" when used in a Section of
this Agreement shall mean the corporation that actually employs the Executive.

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

                  IN WITNESS  WHEREOF,  each of the  parties has  executed  this
Agreement,  in the case of the Company by its duly authorized officer, as of the
day and year first above written.


ELECTRONICS FOR IMAGING, INC.                        EXECUTIVE:


/s/ Guy Gecht                                        /s/ Jan Smith
------------------------------------                 ---------------------------
Chief Executive Officer                              Jan Smith

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