Exhibit 4(a)



PERSONAL

Mr R.L. van IperenAlice Nahonlei 222900 SchotenBelgium

Our ref.: PE/CJS/3900

Venlo, February 1, 1995

Dear Mr Van Iperen,

As you know, we will be proposing to the General Meeting of Shareholders of Océ-van der Grinten N.V., to be held on April 12, 1995, that with
effect from May 1, 1995, you will be appointed as Manager (member of the Board of Executive Directors) of Océ-van der Grinten N.V. We also propose that, as from the same date and after receiving the advice of the Works Council, you will be
appointed as a Manager (Director) of Océ-Nederland B.V. If the two appointments are effectuated as at the said date, your detachment contract dated October 8, 1992 (ROM/MJO/1485), your service contract with Océ-Belgium NV/SA, as laid down
in broad outline in our letter of July 7, 1992 (RVL/ECR/2045), and your post as director of Interservices  as set out in our letter of April 23, 1993 (AJP/GRJ/1246)  will terminate with effect from April 30, 1995.

In the event that your appointment is not ratified by the General Meeting of Shareholders, we will make a new and appropriate arrangement with you, whilst taking all the relevant circumstances into
account.

On the assumption that the proposed appointments will become effective as at May 1, 1995, I would like to draw your attention to the following points:

A.The proposal for the allocation of responsibilities within
the Board of Executive Directors (enclosed as attachment I) has been discussed within the Board of Supervisory Directors and has been approved by them.

B.With regard to your powers of representation as a Manager of Océ companies, as provided for in the Articles of Association,
the provisions set out in Attachment II are applicable.

C.Your remuneration as a Manager of Océ-van der Grinten N.V. and of Océ-Nederland B.V. will be paid by Océ-Nederland B.V. in conformity with Executive Board
Scheme C (see attachment III).

To sum up, this means:





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Your basic annual salary amounts to NLG 360,000 with effect from May 1, 1995 (i.e. NLG 30,000 per month).

For the entire 1995 financial year you will
receive a bonus in accordance with the bonus percentage table pertaining to Executive Board Scheme C and based on an annual salary of NLG 360,000.

The integral performance bonus plan is no longer applicable to you, with retroactive
effect as from December 1, 1994.

The allowance for representation costs for 1995 for members of the Board of Executive Directors amounts to NLG 14,266 on an annual basis. In 1995 you will receive
8/12 of this, i.e. NLG 9,511. Of this amount, NLG 491 will be paid out gross, and NLG 9,020 net.

We are sending you
this letter and the attachments in duplicate. Please would you sign one copy of each document as seen and agreed to signify your agreement with the contents thereof, then sign each page with your initials and return the copy to
us.

We wish you much success in your new post.

Yours sincerely,Océ-van der
Grinten N.V.



|                                                      |  |  | Seen and agreed: 
|----------------------------------------------------- |  |  | -----------------
|/s/ H.B.VANLIEMT                                      |  |  | /s/ R.L.VANIPEREN
|                                                      |  |  |                  
|H.B. van LiemtChairman,Board of Supervisory
Directors |  |  | R.L. van Iperen  



|Attachment I    |  | Allocation of responsibilities, Board of Executive Directors           | 
|--------------- |  | ---------------------------------------------------------------------- | 
|Attachment II   |  | Authority to sign by Managers (Directors) of Dutch NVs and BVs         | 
|Attachment III  |  | Remuneration and other employment conditions, Executive Board Scheme C | 
|Attachment IIIA |  | Bonus percentage table C                                               | 
|Attachment IIIB |  | Car lease scheme category A                                            | 
|Attachment IIIC |  | Secrecy obligation Océ-van der Grinten N.V.                            | 
|Attachment IIID |  | Secrecy obligation Océ-Nederland B.V.                                  | 
|Attachment IIIE |  | Non-competition clause Océ-van der Grinten N.V.                        | 
|Attachment IIIF |  | Non-competition clause Océ-Nederland B.V.                              | 







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Attachment II



From: H.B. van Liemt



To: R.L. van Iperen



Re: Authority to sign by Managers (Directors) of Dutch NVs (public limited

companies) and BVs (private limited companies)



The Netherlands Civil Code (Book II, Articles 130 and 240) stipulates that an N.V./B.V. is in all cases represented as
against third parties by each of the Managers (Directors) acting separately, except where the Articles of Association set the condition that the company can in all cases only be lawfully represented as against third parties by two or more Managers
acting jointly.



The Articles of Association of the Dutch
Océ companies stipulate that each Manager represents the company separately, but that  in the case where there are several Managers of a B.V.  he must act together with another Manager in respect of every action or transaction in
excess of a value mentioned in the Articles of Association, and that he may sometimes require the approval of the Supervisory Directors or shareholders, for example for the purchase of immovable property and the designation of authorised
signatories.



According to the law it is not always possible to
rely on this provision in the Articles of Association as against third parties. This means, therefore, that the Company cannot release itself from a certain agreement or undertaking by stating that such obligation was entered into by a Manager who
was not authorised to act because he did not have the cooperation, as required in the Articles of Association, of another Manager, Supervisory Director and/or shareholder.



At the time when the above-mentioned provision entered into force the supervisory directors of Océ N.V. deliberated on
the question of whether, on the grounds of the new regulation, they should propose an alteration of the Articles of Association to the effect that the signature of two Managers is always required.



For practical reasons, however, it was decided not to implement this, but it
was also decided that in the Articles of Association of the Dutch Océ companies the provision would be maintained to the effect that in certain important cases the cooperation of a second Manager, Supervisory Director and/or shareholder is
required.



This implies:



that every Manager, acting alone, is lawfully able to bind his company
irrevocably as against third parties, but also that every Manager is in certain cases still obliged as



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against the Company to request
the cooperation of a fellow Manager, Supervisory Director and/or shareholder.



If a Manager does not abide by the latter obligation, the Company will indeed be bound to its commitment as against the outside world, but at the same time the Company can make a claim against the relevant Manager personally 
i.e. against his private assets  on account of non-compliance with the Articles of Association.



We feel it is appropriate to bring the foregoing to your attention because, in view of the Articles of Association, the law means that on the one hand the Company will be bound by you, even if you fail
to recognise the limitations imposed by the Articles of Association, and that on the other hand you will in such case be personally liable for the consequences of such an infringement of the Articles of Association.



Would you please sign a copy of this memo (which we are sending to you in
duplicate) to signify your agreement and then return it to us.



|Océ-van der Grinten N.V. | Seen and agreed
|------------------------ | ---------------



|/s/ H.B. van Liemt | /s/ R.L van Iperen
|------------------ | ------------------



|H.B. van Liemt | R.L van Iperen
|-------------- | --------------

Chairman,

Board of Supervisory Directors



Attachment III

Remuneration and other conditions of employment  Executive Board Scheme C



I Remuneration



|(a) |  | Basic annual salary:
|--- |  | --------------------

Your basic annual salary comprises your statutory entitlements to holiday bonus and is paid out in monthly installments.



|(b) |  | Variable pay / bonus
|--- |  | --------------------

Each year, for the first time in May 2001, you will receive a bonus in respect of the preceding financial year, calculated in accordance with the bonus percentage table (see attachment II B) that forms part of Executive Board Scheme
C.



II Pension entitlements



See pension letter, attachment II A.



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III Incapacity for work
insurance



See attachment II A.



Please note:



With regard to points II and III we would
like to draw your attention to the fact that the insurer may make the insurance of higher-than-normal claims conditional on the results of a medical check-up.



IV Other conditions of employment



|(a) |  | Allowance for representation costs
|--- |  | ----------------------------------

Each year you will receive an allowance towards the costs of representation. This amount is normally paid out in the month of February. In 2000 the gross allowance for representation costs for the members of the Board of
Executive Directors has been set at NLG 17,430 per annum, of which an amount of NLG 16,640 can be paid out net of tax.

You receive this allowance subject to the condition that you do not claim representation costs as a deductible item on your income tax return.



|(b) |  | Car costs allowance
|--- |  | -------------------

In attachment II C you will find the lease car scheme (category A) which is applicable to you as from the date of your appointment. Please note that the lease prices referred to in paragraph 2 are those that were determined for
members of the Board of Executive Directors in 2000.



|(c) |  | Salary in the event of death
|--- |  | ----------------------------

In the event of death your widow or  in the event that she predeceases you  all those for whom you were the breadwinner, will receive from Employer your basic salary during the month in which death occurred and
also for the subsequent three months, as well as the bonus entitlement that has accrued up to the month in which death occurred.



|(d) |  | Holiday entitlements
|--- |  | --------------------

Your holiday entitlement amounts to 30 working days per calendar year; no increase is applied on account of age or years of service.



|(e) |  | Voluntary healthcare insurance
|--- |  | ------------------------------

For the duration of your service contract you and your family are participants in our collective healthcare insurance policy, whereby the contribution made by the Company amounts to 50% of your premium for a class
2 insurance.

After your retirement you may also continue to participate in this collective healthcare
insurance scheme; in addition, after your death, your widow and



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| |  | dependent children can continue to participate in the said insurance scheme; as regards the dependent children the rules are that, for such time as they are younger
than 27 years they must either be entitled to child allowance or make use of the study financing scheme; in such cases the full premium is deducted from the old-age pension or the widows and orphans pension.
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(f) |  | Other emoluments
|--- |  | ----------------

| |  | In respect of your activities in the Océ Group (including supervisory directorships with Océ subsidiaries) you will receive no emoluments other than
the emoluments mentioned in the present letter and in your letter of appointment dated July 3, 2000.
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(g) |  | Outside posts
|--- |  | -------------

| |  | Without the consent of the Chairman of the Board of Supervisory Directors you are not allowed to accept other posts of any significant size alongside your present
post; such other posts relate in particular to the holding of supervisory directorships or consultancy posts with other companies.
| |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(h) |  | Termination of employment
|--- |  | -------------------------

| |  | For the termination of the employment contract a period of notice of six months will apply to both parties. At the moment of termination of your employment every
post that you hold within the Océ Group at such time will terminate automatically, such to the extent that such posts have in that case not already been terminated for whatever reason.
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(i) |  | Secrecy declaration and non-competition clause
|--- |  | ----------------------------------------------

| |  | The secrecy declaration and the non-competition clause are enclosed as attachments to this agreement and form an integral part hereof (see attachments II D and II
E).
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------



V. Final provision

| |  | The arrangements set out in the present letter may at all times be changed, whether for a single time or permanently, in those cases where the Board of Supervisory
Directors of Océ N.V. considers such to be necessary on the grounds of what it feels are clearly unreasonable or clearly unforeseen effects of the present arrangements.
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



EXECUTIVE BOARD BONUS SCHEME

Attachment IIIA forming part of the service contract of Mr van Iperens



Employee is entitled to a bonus that is determined on the basis of the table below. The bonus is paid out in each case in the
month of May subsequent to the financial



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year in respect of which the
bonus is calculated. The salary used as a basis for calculating the bonus is equal to twelve times the employees monthly salary as is applicable on November 30 of the financial year in respect of which the bonus is being paid.



If the employment contract has subsisted for only a part of the financial
year, the bonus for that financial year is determined on a pro rata basis.



The right to bonus in the event of incapacity for work is governed by the Incapacity for Work scheme, which forms part of this service contract.



Bonus percentage



|A                                                                                                                       |  | Bonus percentage                                                                                                                                                                    |  | A                                                                                                                     |  | Bonus percentage                                                                                                                                                      
|----------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------
|> 6 5.9 5.8 5.7 5.6 5.5 5.4 5.3 5.2 5.1 5.0 4.9 4.8 4.7 4.6 4.5 4.4 4.3 4.2 4.1 4.0 3.9 3.8 3.7 3.6 3.5 3.4 3.3 3.2 3.1 |  | 44.12 43.38 42.65 41.91 41.18 40.44 39.71 38.97 38.24 37.50 36.76 36.03 35.29 34.56 33.82 33.09 32.35 31.62 30.88 30.15 29.41 28.68 27.94 27.21 26.47 25.74 25.00 24.26 23.53 22.79 |  | 3 2.9 2.8 2.7 2.6 2.5 2.4 2.3 2.2 2.1 2.0 1.9 1.8 1.7 1.6 1.5 1.4 1.3 1.2 1.1 1.0 0.9 0.8 0.7 0.6 0.5 0.4 0.3 0.2 0.1 |  | 22.06 21.32 20.59 19.85 19.12 18.38 17.65 16.91 16.18 15.44 14.71 13.97 13.24 12.50 11.76 11.03 10.29 9.56 8.82 8.09 7.35 6.62 5.89 5.15 4.41 3.68 2.94 2.21 1.47 0.74



A = Group income as
percentage of net Group revenues, as shown in the consolidated Statement of Operations.



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Attachment III C to Service Contract between the Company and R.L. van Iperen Secrecy Obligation Océ-van der Grinten N.V.

Secrecy obligation

Whereas:

The undersigned, R.L. van Iperen, is entering into or has
entered into a service contract with Océ-van der Grinten N.V., of Venlo, hereinafter referred to as the employer.

Employer forms part of a group of companies,
hereinafter referred to as Océ companies or the Océ Group, which include Océ N.V., of Venlo, as well as all companies whose shares are held directly or indirectly by Océ N.V. A list of such companies is lodged each year at the
office of the Commercial Registry in Venlo.

Océ companies seek to achieve their objectives via technological innovation activities, marketing techniques, etc.

Within the framework of the aforesaid objectives the Océ Group has or will acquire major interests whose protection has to be safeguarded.

The aforementioned protection of interests should be safeguarded, inter alia, by the secrecy obligation of the undersigned with regard to the various items of information which come or may come to his knowledge as part
of his activities for the Océ Group.

I, the undersigned, therefore declare that, as part of my service contract, I have given the following undertakings:

Article 1.Secrecy

1.1.That both during the subsistence and after termination of my service contract with employer I will observe complete secrecy with regard to all matters relating to the
Océ companies and matters relating to third-party companies that are dealt with by or with the Océ companies that come to my knowledge by virtue of or in connection with my employment.

1.2.That I will observe this obligation of secrecy not only towards outside parties but also towards the
personnel of all Océ companies, such on the understanding that the secrecy obligation shall not apply to the making of announcements in respect of which it is absolutely clear that such form part of the proper fulfilment of my job; in cases of
doubt I shall always ask permission from the





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management of the relevant Océ company or companies.

1.3.That upon termination of my employment with employer I shall immediately cause to be returned to employer all documents,
drawings, formulas and/or other documentation and goods, together with all copies made thereof and notes made thereon.

Article 2.Intellectual property

2.1.That, to the extent that the
rights to be mentioned below do not already accrue to employer by law by virtue of my service contract, I shall transfer to employer or to a third party to be designated by employer the ownership of  and hereby, as far as possible, already
transfer to employer the ownership of, which transfer is accepted by employer  all rights whatsoever to and resulting from intellectual property rights, such as rights to models, copyrights, patents, as well as those in respect of and
resulting from patentable or non-patentable inventions, relating directly or indirectly to any area in which the Océ companies operate or will operate during my employment, and furthermore all non-patentable administrative or business methods
and other similar rights relating to the operation of the Océ companies, such as have been or are to be acquired by me alone or in cooperation with others, both during the subsistence of my employment contract with employer and for a period of
one year after termination thereof, whereby these rights comprise, inter alia, the right to apply for patents in the name of employer or of a third party to be designated by employer.

2.2.That I cannot and will not demand any payment for or in connection with the transfer of the rights referred to under 2.1. in
the present article, since such payment is included in the income that I receive from employer.

2.3.That I shall immediately notify employer of the existence of any right as referred to under 2.1. in the present article and shall provide all cooperation that employer may reasonably require
from me for and in connection with the transfer of the relevant right, also with a view to the acquisition, possession and maintenance of such right.

Article
3.Penalty clause

That, if I contravene in full or in part any obligation resulting from my acceptance of the foregoing
declaration, I shall for each contravention forfeit to employer  without prior notice of default being required  an immediately payable penalty equivalent to twelve times the gross basic monthly salary most recently received by me
(excluding extraordinary circumstances allowance, emoluments, allowances and bonuses)  except where employer claims compensatory damages  and without prejudice to employers right to apply any legal remedy that is available to
employer.





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|Venlo, February 2, 1995          |  |  | 
|-------------------------------- |  |  | 
|/s/ R.L.VANIPEREN                |  |  | 
|                                 |  |  | 
|R.L. van Iperen(name, signature) |  |  | 



The above declaration has been accepted by employer.



|Venlo,                                                            |  |  | 
|----------------------------------------------------------------- |  |  | 
|/s/ J.V.H. PENNINGS                                               |  |  | 
|                                                                  |  |  | 
|Océ N.V.J.V.H. Pennings(employer, name and function of
signatory) |  |  | 

This declaration has been
drawn up and signed in duplicate and employee and employer each have a copy hereof.





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Attachment III D to Service Contract between the Company and R.L. van Iperen Secrecy Obligation Océ-Nederland B.V.

Secrecy obligation

Whereas:

The undersigned, R.L.
van Iperen, is entering into or has entered into a service contract with Océ-Nederland B.V., of Venlo, hereinafter referred to as the employer.

Employer forms
part of a group of companies, hereinafter referred to as Océ companies or the Océ Group, which include Océ N.V., of Venlo, as well as all companies whose shares are held directly or indirectly by Océ N.V. A list of such companies
is lodged each year at the office of the Commercial Registry in Venlo.

Océ companies seek to achieve their objectives via technological innovation activities, marketing
techniques, etc.

Within the framework of the aforesaid objectives the Océ Group has or will acquire major interests whose protection has to be safeguarded.

The aforementioned protection of interests should be safeguarded, inter alia, by the secrecy obligation of the undersigned with regard to the various items of information which come or may
come to his knowledge as part of his activities for the Océ Group.

I, the undersigned, therefore declare that, as part of my service contract, I have given the following
undertakings:

Article 1.Secrecy

1.4.That both during the subsistence and after termination of my service contract with employer I will observe complete secrecy with regard to all
matters relating to the Océ companies and matters relating to third-party companies that are dealt with by or with the Océ companies that come to my knowledge by virtue of or in connection with my employment.

1.5.That I will observe this obligation of secrecy not only towards outside parties but
also towards the personnel of all Océ companies, such on the understanding that the secrecy obligation shall not apply to the making of announcements in respect of which it is absolutely clear that such form part of the proper fulfilment of my
job; in cases of doubt I shall always ask permission from the management of the relevant Océ company or companies.





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1.6.That upon termination of my employment
with employer I shall immediately cause to be returned to employer all documents, drawings, formulas and/or other documentation and goods, together with all copies made thereof and notes made thereon.

Article 2.Intellectual property

2.4.That, to the extent that the rights to be mentioned below do not already accrue to employer by law by virtue of my service contract, I shall transfer to employer or to
a third party to be designated by employer the ownership of  and hereby, as far as possible, already transfer to employer the ownership of, which transfer is accepted by employer  all rights whatsoever to and resulting from intellectual
property rights, such as rights to models, copyrights, patents, as well as those in respect of and resulting from patentable or non-patentable inventions, relating directly or indirectly to any area in which the Océ companies operate or will
operate during my employment, and furthermore all non-patentable administrative or business methods and other similar rights relating to the operation of the Océ companies, such as have been or are to be acquired by me alone or in cooperation
with others, both during the subsistence of my employment contract with employer and for a period of one year after termination thereof, whereby these rights comprise, inter alia, the right to apply for patents in the name of employer or of a third
party to be designated by employer.

2.5.That I cannot and will not
demand any payment for or in connection with the transfer of the rights referred to under 2.1. in the present article, since such payment is included in the income that I receive from employer.

2.6.That I shall immediately notify employer of the existence of any right as referred to under 2.1. in the
present article and shall provide all cooperation that employer may reasonably require from me for and in connection with the transfer of the relevant right, also with a view to the acquisition, possession and maintenance of such right.

Article 3.Penalty clause

That, if I contravene in full or
in part any obligation resulting from my acceptance of the foregoing declaration, I shall for each contravention forfeit to employer  without prior notice of default being required  an immediately payable penalty equivalent to twelve
times the gross basic monthly salary most recently received by me (excluding extraordinary circumstances allowance, emoluments, allowances and bonuses)  except where employer claims compensatory damages  and without prejudice to
employers right to apply any legal remedy that is available to employer.





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|Venlo, February 2, 1995          |  |  | 
|-------------------------------- |  |  | 
|/s/ R.L.VANIPEREN                |  |  | 
|                                 |  |  | 
|R.L. van Iperen(name, signature) |  |  | 



The above declaration has been accepted by employer.



|Venlo,                                                            |  |  | 
|----------------------------------------------------------------- |  |  | 
|/s/ J.V.H. PENNINGS                                               |  |  | 
|                                                                  |  |  | 
|Océ N.V.J.V.H. Pennings(employer, name and function of
signatory) |  |  | 



This declaration has been drawn up and signed in duplicate and employee and employer each have a copy hereof.





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Attachment III E to Service Contract between the Company and R.L. van Iperen Non-competition clause Océ-van der Grinten N.V.

NON-COMPETITION CLAUSE

Whereas

The undersigned R.L. van Iperen is entering or has entered into a contract of employment with Océ-van der Grinten N.V., of Venlo, hereinafter to be referred to as Employer.

Employer forms part of a group of companies, hereinafter referred to as Océ companies or the Océ Group, which shall include Océ N.V., of Venlo, as well as all
companies whose shares are held directly or indirectly by Océ N.V.

A list of these companies is deposited each year at the office of the Commercial Registry in
Venlo.

Océ companies seek to achieve their objectives through technological innovative activities, marketing techniques, and so on.

As part of the aforesaid objectives, major interests whose protection needs to be safeguarded have been or will be acquired by the Océ Group.

The aforesaid safeguarding of interests is guaranteed, inter alia, by the non-competition obligation of the undersigned as set forth below.

As part of my contract of
employment I, the undersigned, therefore give the following undertakings:



|1. | (a)                                                                                                                                                                            | For such time as I, the undersigned, work for Employer and/or for another company forming part of the Océ Group I shall
not, except with Employers express prior consent in writing, in any capacity or in any way whatsoever be directly or indirectly involved in any competing activity, whether or not within a corporate context. The foregoing shall also be applicable even where there is no question of a contract of employment or of any other contract to perform work or involving remuneration in whatever
form and to whomsoever paid. Acting as supervisory director of or as adviser to a competing company shall likewise require the aforementioned consent.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   | (b)                                                                                                                                                                            | Also after the termination of my contract of employment I shall, for a period of 2 (two) years as from such date, also be bound
to the obligation set forth under 1.(a), subject to dispensation as referred to under 4 below.                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|2. | A competing activity shall be understood to mean any activity which during the period of 2 (two) years prior to the
termination of my work for Employer fell within the field:
|   | (a)                                                                                                                                                                            | in which the Océ company (companies) for which I am or was working is/are or was/were involved, or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              





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|   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | in which I am or was involved in my work, whether or not on behalf of Employer himself or on behalf of any other Océ
company inside or outside the Netherlands.
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------
|3. | Exempted from the obligation mentioned under 1 is the holding of a financial interest in a competing company whose
shares are quoted on the stock exchange, in so far as such holding amounts to less than 1⁄2 % (one half per cent) of the total issued share capital. The holding
of a financial interest of more than 1⁄2 % (one half per cent) as referred to above in the present article shall require Employers prior consent.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|4. | A request for dispensation from the obligations referred to under 1 should be submitted in writing to Director
Corporate Personnel & Organisation accompanied by a statement of the party whose service I wish to enter or for whom I intend to perform work and of the post and the work which I shall hold or fulfil there respectively or, as the case may be,
the work which I wish to perform on a free-lance basis. This request must in such case also be submitted within the period of 2 (two) years after termination of the
contract of employment with Employer, as referred to under 1.(b), even where a previous dispensation has already been granted by Employer in respect of another post or other work. I shall be released from the obligation referred to under 1 if Employer responds favourably to a request made by me for dispensation from such obligation or, alternatively, if
Employer does not respond within 30 (thirty) days after receipt of my written request.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|5. | If Employer refuses to grant the dispensation requested by me for all or part of the 2 (two) year period referred to
under 1, for reason other than the absence of the information set forth above, Employer shall pay to me an amount of compensation to be specified in more detail and covering at most the period during which dispensation was refused. Such period shall
commence immediately after the contract of employment has been lawfully terminated. The compensation shall be payable as from the date on which the dispensation was
refused. If the refusal has already been notified to me prior to the date of termination of the contract of employment, the compensation shall be payable as from
the date on which the contract of employment was lawfully terminated. The compensation referred to herein consists of a supplementary amount on top of the benefits
which I may claim pursuant to the social security legislation or similar regulations, on the understanding that the aggregate of such benefits plus the aforesaid supplementary amount -all to be calculated over a 1 (one) month period- shall be equal
to 80% (eighty per cent) of the gross monthly salary received by me from Employer at the date of termination of the contract of employment. Only in the event of
there being no entitlement whatsoever to benefits as referred to above will the compensation to be paid by Employer be equal to 80% (eighty per cent) of the above mentioned gross monthly salary, on the understanding that as soon as I am in receipt
of such benefits I shall notify Employer of such fact and such benefits shall then be deducted from the compensation to be paid by Employer in the manner as indicated above.
|6. | If, after my written notice of default, Employer fails within a period of 10 (ten) days to comply with his
obligations to pay the above mentioned compensation, my obligations arising from the present clause shall lapse.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              





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|7. | If I am in receipt of the compensation referred to under article 5 and also receive income from work performed in whatever
capacity -whether it be on a free-lance basis, or as an employee, or on behalf of a third party or third parties- I shall provide Employer with a specification of such income, in which case Employer shall take action in accordance with the
provisions of article 5 relating to benefits pursuant to the social security legislation or similar regulations.                                 
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|8. | If I am in receipt of the said compensation and I perform activities in conflict with any obligation referred to in the present
clause, the above mentioned compensation shall no longer be payable and, where it has already been disbursed, must be repaid by me. If I lodge an appeal to the effect that the obligation has been fulfilled by me, I shall furnish Employer with the
relevant proof thereof. The present provisions are without prejudice to Employers other rights arising from the present declaration.
|9. | The compensation arrangement as referred to in article 5 of the present clause shall not be applicable if my contract of
employment or relationship with Employer is terminated on the grounds of a reason given by me to Employer and recognised as urgent within the meaning of the law.                                                                                                                                                                                                                                  



|Venlo, February 2, 1995Place, date |  |  | 
|---------------------------------- |  |  | 
|/s/ R.L.VANIPEREN                  |  |  | 
|                                   |  |  | 
|SignatureR.L. van Iperen           |  |  | 

The above declaration has been
accepted by Employer.



|VenloPlace, date                                                            |  |  | 
|--------------------------------------------------------------------------- |  |  | 
|/s/ J.V.H. PENNINGS                                                         |  |  | 
|                                                                            |  |  | 
|Océ-van der Grinten N.V.J.V.H. PenningsEmployer, name
and post of signatory |  |  | 

The present declaration has
been drawn up and signed in duplicate and employee and Employer each have a copy.





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Attachment III F to Service Contract between the Company and R.L. van Iperen Non-competition clause Océ-Nederland B.V.

NON-COMPETITION CLAUSE

Whereas

The undersigned R.L. van Iperen is entering or has entered into a contract of employment with Océ-Nederland B.V., of Venlo, hereinafter to be referred to as Employer.

Employer forms part of a group of companies, hereinafter referred to as Océ companies or the Océ Group, which shall include Océ N.V., of Venlo, as well as all
companies whose shares are held directly or indirectly by Océ N.V.

A list of these companies is deposited each year at the office of the Commercial Registry in
Venlo.

Océ companies seek to achieve their objectives through technological innovative activities, marketing techniques, and so on.

As part of the aforesaid objectives, major interests whose protection needs to be safeguarded have been or will be acquired by the Océ Group.

The aforesaid safeguarding of interests is guaranteed, inter alia, by the non-competition obligation of the undersigned as set forth below.

As part of my contract of
employment I, the undersigned, therefore give the following undertakings:



|1. | (a)                                                                                                                                                                            | For such time as I, the undersigned, work for Employer and/or for another company forming part of the Océ Group I shall
not, except with Employers express prior consent in writing, in any capacity or in any way whatsoever be directly or indirectly involved in any competing activity, whether or not within a corporate context. The foregoing shall also be applicable even where there is no question of a contract of employment or of any other contract to perform work or involving remuneration in whatever
form and to whomsoever paid. Acting as supervisory director of or as adviser to a competing company shall likewise require the aforementioned consent.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   | (b)                                                                                                                                                                            | Also after the termination of my contract of employment I shall, for a period of 2 (two) years as from such date, also be bound
to the obligation set forth under 1.(a), subject to dispensation as referred to under 4 below.                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|2. | A competing activity shall be understood to mean any activity which during the period of 2 (two) years prior to the
termination of my work for Employer fell within the field:
|   | (a)                                                                                                                                                                            | in which the Océ company (companies) for which I am or was working is/are or was/were involved, or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              







---



|   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | in which I am or was involved in my work, whether or not on behalf of Employer himself or on behalf of any other Océ
company inside or outside the Netherlands.
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------
|3. | Exempted from the obligation mentioned under 1 is the holding of a financial interest in a competing company whose
shares are quoted on the stock exchange, in so far as such holding amounts to less than 1⁄2 % (one half per cent) of the total issued share capital. The holding
of a financial interest of more than 1⁄2 % (one half per cent) as referred to above in the present article shall require Employers prior consent.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|4. | A request for dispensation from the obligations referred to under 1 should be submitted in writing to Director
Corporate Personnel & Organisation accompanied by a statement of the party whose service I wish to enter or for whom I intend to perform work and of the post and the work which I shall hold or fulfil there respectively or, as the case may be,
the work which I wish to perform on a free-lance basis. This request must in such case also be submitted within the period of 2 (two) years after termination of the
contract of employment with Employer, as referred to under 1.(b), even where a previous dispensation has already been granted by Employer in respect of another post or other work. I shall be released from the obligation referred to under 1 if Employer responds favourably to a request made by me for dispensation from such obligation or, alternatively, if
Employer does not respond within 30 (thirty) days after receipt of my written request.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|5. | If Employer refuses to grant the dispensation requested by me for all or part of the 2 (two) year period referred to
under 1, for reason other than the absence of the information set forth above, Employer shall pay to me an amount of compensation to be specified in more detail and covering at most the period during which dispensation was refused. Such period shall
commence immediately after the contract of employment has been lawfully terminated. The compensation shall be payable as from the date on which the dispensation was
refused. If the refusal has already been notified to me prior to the date of termination of the contract of employment, the compensation shall be payable as from
the date on which the contract of employment was lawfully terminated. The compensation referred to herein consists of a supplementary amount on top of the benefits
which I may claim pursuant to the social security legislation or similar regulations, on the understanding that the aggregate of such benefits plus the aforesaid supplementary amount -all to be calculated over a 1 (one) month period- shall be equal
to 80% (eighty per cent) of the gross monthly salary received by me from Employer at the date of termination of the contract of employment. Only in the event of
there being no entitlement whatsoever to benefits as referred to above will the compensation to be paid by Employer be equal to 80% (eighty per cent) of the above mentioned gross monthly salary, on the understanding that as soon as I am in receipt
of such benefits I shall notify Employer of such fact and such benefits shall then be deducted from the compensation to be paid by Employer in the manner as indicated above.
|6. | If, after my written notice of default, Employer fails within a period of 10 (ten) days to comply with his
obligations to pay the above mentioned compensation, my obligations arising from the present clause shall lapse.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              







---



|7. | If I am in receipt of the compensation referred to under article 5 and also receive income from work performed in whatever
capacity -whether it be on a free-lance basis, or as an employee, or on behalf of a third party or third parties- I shall provide Employer with a specification of such income, in which case Employer shall take action in accordance with the
provisions of article 5 relating to benefits pursuant to the social security legislation or similar regulations.                                 
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|8. | If I am in receipt of the said compensation and I perform activities in conflict with any obligation referred to in the present
clause, the above mentioned compensation shall no longer be payable and, where it has already been disbursed, must be repaid by me. If I lodge an appeal to the effect that the obligation has been fulfilled by me, I shall furnish Employer with the
relevant proof thereof. The present provisions are without prejudice to Employers other rights arising from the present declaration.
|9. | The compensation arrangement as referred to in article 5 of the present clause shall not be applicable if my contract of
employment or relationship with Employer is terminated on the grounds of a reason given by me to Employer and recognised as urgent within the meaning of the law.                                                                                                                                                                                                                                  



|Venlo, February 2, 1995Place, date |  |  | 
|---------------------------------- |  |  | 
|/s/ R.L.VANIPEREN                  |  |  | 
|                                   |  |  | 
|R.L. van Iperen                    |  |  | 

The above declaration has been
accepted by Employer.



|Venlo, February 2, 1995Place, date                                    |  |  | 
|--------------------------------------------------------------------- |  |  | 
|/s/ J.V.H. PENNINGS                                                   |  |  | 
|                                                                      |  |  | 
|Océ-Nederland B.V.J.V.H. PenningsEmployer, name and post
of signatory |  |  | 

The present declaration has been
drawn up and signed in duplicate and employee and Employer each have a copy.