AGREEMENT
      FOR THE ESTABLISHMENT OF
      A


    LIMITED
      PARTNERSHIP

     

    Made
      and
      entered into in  on
      this   1   day of November 1998


    
      
        	 	 	 
	
                BY
                  AND BETWEEN:

              	
                Orbotech
                  Ltd.

              	 
	 	
                Public
                  Company no. 52-003521-3 

                having
                  its registered address at 

                New
                  Industrial Zone, Yavne, Israel 

                (hereinafter:
                  “Orbotech”)

              	 
	 	 	 
	 	
                on
                  the first part;

              	 
	 	 	 
	
                AND:

              	
                Valor
                  Computerized Systems (Israel) Ltd.

              	 
	 	
                Private
                  Company no. 51-166672-9 

                having
                  its registered address at 

                New
                  Industrial Zone, Yavne 

                (hereinafter:
                  “Valor”)

              	 
	 	 	 
	 	
                on
                  the second part;

              	 
	 	 	 
	 	
                (Orbotech
                  and Valor shall hereafter be referred 

                to
                  collectively as the “Limited
                  Partners” and
                  

                individually
                  as the “Limited
                  Partner”)

              	 
	 	 	 
	
                AND:

              	
                Scopus
                  Ltd. (in formation)

                Private
                  Company no.    

                having
                  its registered address at 

                Ha
                  Movil Park, Yavne 

                (hereinafter
                  the “Company”
                  

                or
                  the “General
                  Partner”)

              	 
	 	 	 
	 	
                on
                  the third part;

              	 
	 	 	 
	 	
                (Orbotech,
                  Valor and the Company shall hereafter be referred to collectively
                  as the
                  “Parties”
                  or
                  individually as the “Party”)

              	 


      

    

     

    
      	
              WHEREAS

            	
              Orbotech
                and Valor are both engaged, inter alia, in the development, manufacturing,
                marketing, sale and after sales support of computer aided manufacturing
                (“CAM”) and archiving systems for use in the manufacture
                of printed circuit boards (“PCBs”);
                and

            


    

     

    
      	
              WHEREAS

            	
              Orbotech
                and Valor entered into a joint venture (hereinafter: the “Joint
                Venture”
                or
                the “JV”)
                through
                a joint venture agreement dated August 10, 1998
                in accordance with which, inter alia, Orbotech and Valor agreed to
                establish
                a limited partnership (hereinafter: the “JV
                Agreement”). The

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	Company is currently in the process of formation
              and
              following registration shall serve as the general partner of the limited
              partnership; and


      	 	 


      	
              WHEREAS

            	
              Orbotech
                and Valor wish to consolidate their efforts in developing, manufacturing,
                assembling and integrating, marketing, distributing, servicing, supporting
                and providing related services with respect to, inter alia, the JV
                Existing Products, JV Development Products, JV Future Products
                and the JV Activities, as these terms are defined and more fully
                detailed
                in the JV Agreement, while retaining all their respective rights
                relating
                to all other developments and products in which each of them is or
                may
                become engaged, all subject to the terms and conditions set forth
                in the
                JV
                Agreement and in this Agreement;
                and

            


    

     

    
      	
              WHEREAS

            	
              Orbotech
                and Valor wish to consolidate their efforts in the aforesaid field
                and to
                cooperate in the framework of a limited partnership, in which they
                shall
                be the limited partners and the Company, which is jointly owned by
                them,
                shall be the general partner; and

            


    

     

    
      	
              WHEREAS

            	
              the
                Parties wish to determine and record in writing their mutual rights
                and
                duties, as well as the areas of liability and the functions of each
                of the
                Parties in the framework of the limited partnership, subject to and
                without derogating from the provisions of the JV
                Agreement.

            


    

     

    Therefore,
      it was declared, stipulated and agreed by the Parties as
      follows:

     

    
      	
              1.

            	
              Preamble
                and Interpretation

            


    

     

    
      	 	
              1.1

            	
              The
                preamble and the Appendices to this Agreement constitute integral
                parts
                hereof.

            


    

     

    
      	 	
              1.2

            	
              The
                headings, titles and sub-titles of the sections in this Agreement
                are for
                the convenience
                of the Parties only and shall not affect the construction or
                interpretation of any provision
                hereof.

            


    

     

    
      	 	
              1.3

            	
              The
                terms in this Agreement shall have the meaning which was ascribed
                to
                them
                in the JV Agreement, unless expressly indicated
                otherwise.

            


    

     

    
      	
              2.

            	
              Establishment
                of the Partnership

            


    

     

    
      	 	
              2.1

            	
              The
                Parties hereby establish a limited partnership which shall bear the
                name
                Scopus
                Limited Partnership or any other name which shall be decided upon
                by
                the
                Parties and which shall be approved for registration by the Registrar
                of
                Partnerships
                (hereinafter: the “Partnership”)
                and
                hereby undertake to one another
                to procure the registration of the Partnership pursuant to the Israeli
                Partnership
                Ordinance [New Version], 5735-1975 (the “Ordinance”)
                forthwith.
                Orbotech and Valor shall be the initial limited partners and the
                Company
                shall be the general partner of the
                Partnership.

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	 	
              2.2

            	
              The
                Partnership shall engage in the following activities: the development,
                manufacturing, assembly and integration, marketing, distribution,
                service,
                support and provision of related services with respect to the JV
                Existing
                Products, the JV Development Products, JV Future Products, and the
                JV
                Activities,
                as more fully described in the JV Agreement, and in any other areas
                of
                activity as shall be decided upon by the General Partner, subject
                to the
                provisions of Section 11.2 of the JV
                Agreement.

            


    

     

    
      	 	
              2.3

            	
              The
                initial partnership interests in the Partnership (percentage and
                status)
                and the capital contribution therefor shall be as
                follows:

            


    

     

    
      	
              Orbotech
                -

            	
              49.5%

            	
              limited
                partner

            	
              NIS
                4,950

            
	
              Valor
                -

            	
              49.5%

            	
              limited
                partner

            	
              NIS
                4,950_

            
	
              The
                Company -

            	
              1.0%

            	
              general
                partner

            	
              NIS
                100

            


    

     

    The
      initial capital of the Partnership shall be NIS 10,000

     

    All
      items
      of income, gain, loss, expense and deduction shall be allocated, and all
      distributions shall be made, among the partners in the Partnership (“Partners”)
      in
      accordance with the percentage interests set forth above.

     

    
      	 	
              2.4

            	
              The
                administration of the JV Entities shall initially be conducted at
                premises
                located and leased by the JV Entities in proximity to Valor’s
                location.

            


    

     

    
      	 	
              2.5

            	
              Upon
                or prior to the registration hereof, the Parties shall purchase
                partnership interests
                in the Partnership as set forth in Section 2.3 hereof. To the extent
                that
                the Partnership shall require working capital in excess of that provided
                from the operations of the JV (“Additional
                Working Capital”) the
                Partnership shall acquire
                such Additional Working Capital in the manner and under the terms
                set
                forth
                in the JV Agreement. In the event any additional equity investments
                are
                required in the future in order to comply with the requirements of
                the
                Israeli Investment
                Center with respect to Approved Enterprises, such investments shall
                be made pro-rata by Orbotech and Valor and in accordance with the
                JV
                Agreement.

            


    

     

    
      	 	
              2.6

            	
              No
                partner may withdraw any portion of its capital contribution or capital
                account balance. No partner shall be entitled to the return of such
                partner’s capital contribution or to a distribution in respect of such
                partner’s capital account balance.

            


    

     

    
      	 	
              2.7

            	
              The
                Partnership shall commence its operation from the date of its registration
                and
                it shall subsist for the term hereof, as provided pursuant to Section
                17
                below.
                The provisions of this Agreement shall apply to the Partnership subject
                to
                the provisions of the Ordinance.

            


    

     

    
      	 	
              2.8

            	
              All
                the costs involved in registering and establishing the Partnership
                shall
                be borne
                by and discharged by the
                Partnership.

            


    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	 	
              2.9

            	
              The
                provisions of this Agreement shall constitute the Articles of Association
                of the
                Partnership.

            


    

     

    
      	
              3.

            	
              Transfer
                of Assets to the
                Partnership

            


    

     

    Effective
      as of the Closing Date, the Limited Partners shall make available to the
      Partnership the assets, properties and business and the obligations with respect
      to the JV
      Assets, as specified in the JV Agreement and in the manner and subject to the
      terms and
      conditions set forth therein. The Parties shall cooperate to obtain all the
      necessary licenses,
      permits and consents towards this purpose.

     

    
      	
              4.

            	
              Transfer
                of Employees, Equipment and Inventory, Purchase Order and
                Warranties

            


    

     

    The
      transfer of the Designated Employees to the Partnership, the salary, employment
      period
      and other terms of employment of such Designated Employees or the terms
applying
      to the termination of their employment, the terms of transfer of Equipment
      and
Other
      Inventory, Purchase Orders and Warranty Commitments to the Partnership, shall
      be
      governed by the provisions of the JV Agreement.

     

    
      	
              5.

            	
              Assignment
                of Sales, Agency and Customer
                Agreements

            


    

     

    Subject
      to the provisions of the JV Agreement, the Limited Partners shall assign and
      shall
      cause their subsidiaries to assign to the Partnership, to the extent related
      to
      the JV Existing
      Products and the JV Development Products, all sales, agency and customer
support
      agreements, in accordance with the provisions of the JV Agreement.

     

    
      	
              6.

            	
              Addition
                of Partners; Restriction on Transfer of Interests in the
                Partnership

            


    

     

    
      	 	
              6.1

            	
              The
                addition of any partner to the Partnership (which is not a transferee
                of a
                partnership
                interest) shall require the written consent of the General
                Partner.

            


    

     

    
      	 	
              6.2

            	
              Any
                transfer of interests in the Partnership by any of the partners in
                the
                Partnership
                shall be subject to the terms, restrictions and provisions set forth
                in
                Annex
                A of
                this Agreement, which is attached hereto as an integral part
                hereof.

            


    

     

    
      	
              7.

            	
              Financing
                of the Partnership’s Operations;
                Liability

            


    

     

    
      	 	
              7.1

            	
              Except
                as expressly provided in Section 2.5 of this Agreement and the JV
                Agreement,
                no Limited Partner shall be required to make a contribution to the
                capital
                of the Partnership, lend any money to the Partnership or guarantee
                any
                Partnership
                indebtedness.

            


    

     

    
      	 	
              7.2

            	
              Except
                as otherwise required by law, a Limited Partner shall have no personal
                liability
                for the debts and obligations of the
                Partnership.

            


    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      	
              8.

            	
              Records,
                Reports, Distribution of
                Profits

            


    

     

    
      	 	
              8.1

            	
              The
                Partnership shall maintain a system of accounting established and
                administered
                in accordance with Israeli and United States Generally Accepted
                Accounting
                Principles consistently applied, shall keep full and complete financial
                records, and shall furnish to the Parties reports as provided in
                the JV
                Agreement.

            


    

     

    
      	 	
              8.2

            	
              All
                of the Partnership’s revenues, profits and losses belong to the Parties
                and shall be allocated among them. Cash or approved credit available
                for
                distribution
                shall be distributed to the Parties on an on-going quarterly basis
                subject
                to and in the manner prescribed by the provisions of the JV
                Agreement

            


    

     

    
      	 	
              8.3

            	
              The
                Partnership shall withhold taxes from distributions to [and allocations
                among,] the Partners to the extent required by law (as determined
                by the
                General
                Partner in its reasonable discretion). Except as otherwise provided
                in
                this Section 8.3, any amount so withheld by the Partnership with
                regard to
                a Partner shall be treated for purposes of this Agreement as an amount
                actually distributed
                to such Partner pursuant to Section 8.2. An amount shall be considered
                withheld by the Partnership if, and at the time, remitted to a
                governmental
                agency without regard to whether such remittance occurs at the
                same
                time as the distribution or allocation to which it relates; provided,
                however,
                that an amount actually withheld from a specific distribution or
                designated by the General Partner as withheld from a specific allocation
                shall be
                treated as if distributed at the time such distribution or allocation
                occurs.

            


    

     

    
      	 	
              8.4

            	
              Each
                Limited Partner hereby agrees to indemnify the Partnership and the
                other
                Partners
                for any liability they may incur for failure to properly withhold
                taxes in
                respect of such Limited Partner; moreover, each Limited Partner hereby
                agrees
                that neither the Partnership nor any other Partner shall be liable
                for any
                excess
                taxes withheld in respect of such Limited Partner’s interest in the
                Partnership and that, in the event of overwithholding, a Limited
                Partner’s
                sole recourse shall be to apply for a refund from the appropriate
                governmental authority.

            


    

     

    
      	
              9.

            	
              Governance
                of the Partnership

            


    

     

    
      	 	
              9.1

            	
              The
                Company shall oversee, administer and manage the Partnership in its
                capacity
                as general partner and the Partnership shall carry out the JV
                Activities, all
                subject to the provisions of the JV
                Agreement.

            


    

     

    
      	 	
              9.2

            	
              Except
                as specifically set forth in this Agreement, the Limited Partners
                shall
                take
                no part in the management, control or operation of the Partnership
                or its
                business
                and shall have no power or authority to act for the Partnership,
                bind
                the
                Partnership under agreements or arrangements with third parties,
                or vote
                on Partnership
                matters.

            


    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


     

    
      	 	
              9.3

            	
              Subject
                to the provisions of [this Agreement and] the JV Agreement, and in
                accordance with the purpose of the Partnership as set forth in Section
                2.2, the General
                Partner shall have the exclusive power and authority to perform acts
                associated
                with the management and control of the Partnership and its business,
                including
                the power and authority, in the name and on behalf of the Partnership,
                to:

            


    

     

    
      	 	
              (a)

            	
              Receive,
                buy, sell, exchange, trade and otherwise deal in and with the JV
                Assets
                and other property of the
                Partnership;

            


    

     

    
      	 	
              (b)

            	
              Engage
                in the JV Activities;

            


    

     

    
      	 	
              (c)

            	
              Sign
                agreements, checks, bills of exchange, invoices and other
                documents;

            


    

     

    
      	 	
              (d)

            	
              Borrow
                money or property on behalf of the Partnership, encumber Partnership
                property for the purpose of obtaining financing for the Partnership’s
                business, and extend or modify any obligations of the
                Partnership;

            


    

     

    
      	 	
              (e)

            	
              Employ
                or retain any Designated Employee or other qualified person to perform
                services or provide advice on behalf of the Partnership and pay
                reasonable
                compensation therefor;

            


    

     

    
      	 	
              (f)

            	
              Form
                and incorporate subsidiaries;

            


    

     

    
      	 	
              (g)

            	
              Compromise,
                arbitrate or otherwise adjust claims in favor of or against the
                Partnership, and commence or defend litigation with respect to the
                Partnership or any assets of the Partnership, at the Partnership’s
      expense; and

            


    

     

    
      	 	
              (h)

            	
              Assume
                and exercise all of the authority, rights and powers of a general
                partner
                under the laws of the State of
                Israel.

            


    

     

    
      
      

      
        	 	
                9.4

              	
                Any
                  contract, agreement, deed, lease, note or other document or instrument
                  executed
                  on behalf of the Partnership by the General Partner shall be deemed
                  to
                  have
                  been duly executed. No other Partner shall have the authority to
                  bind the
                  Partnership and third parties shall be entitled to rely upon the
                  General
                  Partner’s power
                  and authority to bind the Partnership without otherwise ascertaining
                  that
                  the
                  requirements of this Agreement have been
                  satisfied.

              


      

       

      
        	
                10.

              	
                Budget

              


      

       

      All
        of
        the JV Activities shall be conducted pursuant to a budget which shall be
        prepared by
        the
        Company on a yearly basis prior to October 31 of each year, (the “Budget”),
        as
        shall
        be in effect from time to time. Until such time as a new budget has been
        adopted, the
        prevailing Budget shall remain in force. The initial Budget (i.e., through
        December


      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

      
         

        31,
          1998), which shall include a projected balance
          sheet for the Partnership, shall be determined
          by the General Partner after the Closing.

         

        
          	
                  11.

                	
                  Management

                


        

      

        


      The
        internal management structure of the Partnership shall be reflected in a
        management plan
        and
        organizational chart to be prepared by the General Partner in accordance
        with
the
        principles set forth in the Budget.

       

      
        	
                12.

              	
                Intellectual
                  Property

              


      

       

      The
        rights and obligations of the Parties with respect to the ownership/retaining
        of
intellectual
        property rights, the terms and conditions governing the making of such IP
        Rights
        available to the JV, the scope of the IP Rights, the terms applying to any
        intellectual
        property developed by the JV, infringement or violation of the IP Rights,
        etc.
shall
        be
        governed by the provisions of the JV Agreement.

       

      
        	
                13.

              	
                Non-competition
                  and Confidentiality

              


      

       

      In
        all
        aspects relating to non-competition of the Limited Partners with the JV,
        non-competition of the JV Entities with the Limited Partners, non-competition
        between
        the Limited Partners, the purchase of EIT and other CAM opportunities by
        the
Parties,
        corporate opportunities, the remedies available to the Parties in the event
        of a
        breach of their obligations relating to IP Rights, non-competition and
        confidentiality, the
        restrictions applying to any solicitation of employees, publicity relating
        to
        the JV, undertakings of confidentiality by the Parties with respect to
        Confidential Information, etc.,
        the
        provisions of the JV Agreement shall apply.

       

      
        	
                14.

              	
                Dispute
                  Resolution; Arbitrator

              


      

       

      In
        the
        event of a dispute arising between the Parties to this Agreement based on
        an
        alleged breach or default of this Agreement, any question of interpretation
        relating thereto,
        or any other question, conflict or dispute relating thereto or to the Parties’
rights or obligations hereunder, the mechanism prescribed in Section 12 of
        the
        JV Agreement for
        the
        resolution of disputes shall apply, mutatis mutandis.

       

      
        	
                15.

              	
                Court
                  Jurisdiction

              


      

       

      Subject
        to the provisions of Section 14 above, the competent court in Tel-Aviv-Jaffa
        shall
        have exclusive jurisdiction in connection with or deriving from this
        Agreement.

       

      
        	
                16.

              	
                Breach

              


      

       

      It
        is the
        intention of the Parties that none of the Parties shall have the right to
        terminate this
        Agreement and that the sole remedies for a violation by any party hereto
        of any
of
        its
        obligations under the terms of this Agreement shall be specific enforcement
        or
damages.
        Notwithstanding the foregoing, in the event that a Party shall commit a
violation
        such that a court shall determine that the Parties would not have intended
        that


       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      this
        Agreement remain in effect, then, any other Party
        shall have the right to terminate this Agreement upon 90 days’ prior written
        notice, and such notice of termination shall become
        effective unless the violation shall be completely remedied in the 90 day
        period
(or,
        in
        case of violations which may not be cured within 90 days, if the defaulting
        Party shall
        not
        within such 90 day period undertake to cure such violation and to complete
        such
        cure within an additional 90 days).

       

      
        	
                17.

              	
                Term

              


      

       

      The
        term
        of this Agreement shall expire at the earlier of: (a) such time in which
        none of
        the Limited Partners (or their Permitted Transferees) shall hold any Beneficial
        Interests; or
        (b) a
        termination of the JV Agreement.

       

      Notwithstanding
        the above, the Parties hereby agree and undertake not to take any action,
        including applying to any competent court or judicial body, for the liquidation
        or dissolution
        of the Partnership prior to the expiration of 18 months from the Closing
        Date,
        other than as set forth in Section 3.5.3 of the JV Agreement.

       

      
        	
                17.A

              	
                Survival

              


      

       

      The
        following provisions shall survive the expiration or other termination of
        this
        Agreement: Sections 12,13, 14, 15 and 18.

       

      
        	
                17B.

              	
                Dissolution

              


        	 	 


      

      The
        Partnership shall be dissolved upon the first to occur of the following
        events:

       

      
        	 	
                (a)

              	
                Expiration
                  of the term pursuant to Section 17
                  above;

              


      

       

      
        	 	
                (b)

              	
                Permanent
                  cessation of the Partnership’s
                  business;

              


      

       

      
        	 	
                (c)

              	
                The
                  withdrawal, removal, bankruptcy or dissolution of the General Partner;
                  or

              


      

       

      
        	 	
                (d)

              	
                The
                  event described in Section 7.6 of Annex
                  A hereof.

              


      

       

      Notwithstanding
        the foregoing, the Partnership may be continued upon the election of
the
        General Partner and all of the Limited Partners (or their Permitted Transferees)
        then holding
        any Beneficial Interests.

       

      
        	
                18.

              	
                Miscellaneous

              


      

       

      
        	 	
                18.1

              	
                Assignment.
                  This
                  Agreement shall not be assigned by any Party without the prior
                  written
                  consent of the other Parties.

              


      

       

      
        	 	
                18.2

              	
                Notice.Notice
                  as required herein shall be delivered by courier with receipt of
                  delivery
                  at the address stated above. A notice shall be effective as of
                  the date so
                  delivered.

              


      

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      
        	 	
                18.3

              	
                Entire
                  Agreement and Amendment. This
                  Agreement, the JV Agreement and
                  the Appendices hereto, constitute the entire agreement between
                  the Parties
                  with
                  respect to the subject matter hereof and contain all of the promises,
                  undertakings,
                  and other representations made by the parties to each other prior
                  to
                  their execution, all of which are merged
                  therein.

              


      

       

      
        	 	 	
                This
                  Agreement, the JV Agreement and the Appendices hereto override
                  and
                  supersede any prior agreement, understanding, promise or undertaking
                  of
                  the parties
                  with respect to the subject matter hereof, all of which are merged
                  therein. No subsequent amendment to this Agreement shall be of
                  any effect
                  unless executed in writing and signed by all of the
                  Parties.

              


      

       

      
        	 	
                18.4

              	
                Severability.Should
                  any term or provision of this Agreement be or become invalid
                  or unenforceable or should this Agreement contain an omission,
                  the
                  validity
                  or enforceability of the remaining terms or provisions shall not
                  be
                  affected.
                  In such case, subject to the next following sentence, the Parties
                  shall
                  immediately
                  commence to negotiate in good faith in order to replace the invalid
                  or unenforceable term or provision by such other valid or enforceable
                  term
                  or provision which comes as close as possible to the original intent
                  and
                  effect of the invalid or unenforceable term or provision, or respectively,
                  to fill the omission by inserting such term or provision which
                  the parties
                  would have reasonably
                  agreed to, if they had considered the omission at the date hereof.
                  In the
                  event that any term or provision as aforesaid is invalid, void
                  or
                  unenforceable
                  by reason of its scope, duration or area of applicability or some
                  similar
                  limitation as aforesaid, then the court making such determination
                  shall
                  have
                  the power to reduce the scope, duration, area or applicability
                  of the term
                  or
                  provision so that they shall be enforceable to the maximum scope,
                  duration, area
                  or applicability permitted by applicable law which shall not exceed
                  those
                  specified
                  in this Agreement or to replace such term or provision with a term
                  or
                  provision
                  that comes closest to expressing the intention of the invalid or
                  unenforceable
                  term or provision, provided that the Parties would have entered
                  into
                  this Agreement as so amended.

              


      

       

      
        	 	
                18.5

              	
                Governing
                  Law. This
                  Agreement shall be governed and construed in accordance with the
                  laws of
                  the State of Israel.

              


      

       

      
        	 	
                18.6

              	
                Non-waiver
                  of Rights. A
                  waiver by a Party hereto of a breach or non performance of one
                  or more of
                  the other Party’s obligations pursuant hereto, shall
                  not constitute a precedent and shall not be used as an inference
                  for
                  another case.
                  The failure to exercise any right available to a party hereto pursuant
                  to
                  this Agreement
                  or by law shall not be construed as a waiver of such rights in
                  any other
                  instance and this behavior shall not be seen as any waiver of rights
                  and
                  obligations pursuant to this
                  Agreement.

              


      


      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

      
        	 	
                18.7

              	
                Counterparts.
                  This
                  Agreement may be executed in multiple counterparts, each of
                  which
                  shall
                  be deemed an original but all of which shall constitute but one
                  instrument.

              


      

       

      
        	 	
                18.8

              	
                Further
                  Assurances. Each
                  Party agrees to cooperate fully with the other Party and to execute
                  such
                  further instruments, documents and agreements and to give such
                  further written assurances, as may be reasonably requested by the
                  other
                  party to evidence and reflect better the transactions described
                  herein and
                  contemplated
                  hereby and to carry into effect the intents and purposes of this
                  Agreement.

              


      

       

      
        	 	
                18.9

              	
                Expenses.
                  Each
                  of the Parties shall be solely responsible for all of its respective
                  costs
                  and expenses incurred, either directly or indirectly, with respect
                  to this
                  Agreement
                  and the transactions contemplated
                  hereby.

              


      

       

      
        	 	
                18.10

              	
                JV
                  Agreement. In
                  the event of a discrepancy between this Agreement and the JV
                  Agreement, the provisions of the JV Agreement shall
                  prevail.

              


      

       

      
        	 	
                18.11

              	
                Taxes.
                  Each
                  Party shall be solely responsible for any income, sales, use, service
                  or
                  other tax levied or incurred on account of the Agreement or the
                  activities
                  hereunder. If required by law, each Party may withhold at source
                  any
                  withholding tax based on the income received by the other Party
                  under this
                  Agreement.

              


      

       

      
        	 	
                18.12

              	
                No
                  Third Party Beneficiary. This
                  Agreement is made solely for the benefit of the
                  Parties and no other party shall acquire any right
                  hereunder.

              


      

       

      
        	
                IN
                  WITNESS WHEREOF THE PARTIES HERETO HAVE EXECUTED THIS
                  AGREEMENT AS OF THE DAY AND YEAR FIRST ABOVE
                  WRITTEN:

              


      

       

       

      
        	
                /s/
                  ORBOTECH LTD.

              	 	
                /s/
                  VALOR COMPUTERIZED SYSTEMS 

              	 	 
	
                ORBOTECH
                  LTD.

              	 	
                VALOR
                  COMPUTERIZED

                SYSTEMS
                  (ISRAEL) LTD.

              	 	
                SCOPUS
                  LTD.

              
	 	 	 	 	 
	
                By:
                  /s/ Arie
                  Weisberg                        
                  

              	 	
                By:
                  /s/ Almog
                  Shlomo                       
                  

              	 	
                By: _______________________

              
	 	 	 	 	 
	
                Title:
                  CFO                                             
                  

              	 	
                Title:
                  V.P.
                  Operations                        
                  

              	 	
                Title: ______________________

              
	 	 	 	 	 
	
                Date:
                  1/11/98                                       
                  

              	 	
                Date:
                  1/11/98

              	 	
                Date: ______________________

              


      

       

      
        
          
          

        

        
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