AGREEMENT

EXHIBIT 10.2
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AGREEMENT

This Agreement is effective as of April 24, 2001 between ADAMOVSKE
STROJIRNY a.s., a joint stock company organized and existing under the laws of
the Czech Republic, having an office and place of business at Xxxxxx 0, 000 00
Xxxxxx, Xxxxx Xxxxxxxx (hereinafter "ASA") and Presstek, Inc., a corporation
organized and existing under the laws of the State of Delaware having an office
and place of business at 00 Xxxxxxxxx Xxxxx, Xxxxxx, Xxx Xxxxxxxxx 00000, XXX
(hereinafter referred to as "PRESSTEK"), (ASA and PRESSTEK each the "Party" and
collectively the "Parties").

ARTICLE 1
PRIOR AGREEMENTS

1.1 PRIOR AGREEMENTS. To the extent that this Agreement pertains to the
ADAST 547A DI and ADAST 557A DI Presses, it supercedes all other prior
agreements, written or verbal, between the parties inclusive the Agreement
signed February 5, 2001. This Agreement, however, does not supercede, amend, or
otherwise modify the terms of the March 14, 2000 Agreement as they pertain to
the ADAST 705C DI Press.

ARTICLE 2
DEFINITIONS

2.1 DEFINITIONS. The following terms in this Agreement shall have the
meaning indicated below:

a. AGREEMENT. "Agreement" means this Agreement and all exhibits and
instruments attached or supplemental hereto and in amendment or confirmation
hereof.

b. THE ADAST 547A DI PRESS. "ADAST 547A DI Press" shall mean the
4-color offset printing press manufactured by ASA incorporating PRESSTEK's PEARL
technology of direct imaging.

c. THE ADAST 557A DI PRESS. "ADAST 557A DI Press" shall mean the
5-color offset printing press manufactured by ASA incorporating PRESSTEK's PEARL
technology of direct imaging.

d. PRESSES. "Presses" when used herein means one or more of the ADAST
547A DI Press, the ADAST 557A DI Press, or any combination thereof.

e. PURCHASED GOODS. "Purchased Goods" means ADAST 547A DI Press or
ADAST 557A DI Press sold by ASA to PRESSTEK under this Agreement.

f. ASA PROPRIETARY RIGHTS. "ASA Proprietary Rights" shall mean all
patents, patent applications and copyrights as well as all trade secrets,
confidential information, software and firmware, and know-how and all other
industrial property rights of any type owned or controlled by ASA under the laws
of any country, including but not limited to the Czech Republic.

g. PRESSTEK KITS. "Presstek Kits" shall mean the hardware components,
subassemblies, software and firmware that are supplied by PRESSTEK for the
installation of the Presstek PEARL Technology in the ADAST 547A DI and ADAST
557A DI Presses.

h. PRESSTEK PEARL TECHNOLOGY. "PRESSTEK Pearl Technology" shall mean
PRESSTEK's current laser imaging technologies, together with related products,
and the components utilized in converting a conventional printing press into a
direct imaging press including, without limitation, laser diode arrays,
computers, electronics, internal plate cylinder design and roll based plates.

i. PRESSTEK PROPRIETARY RIGHTS. "PRESSTEK Proprietary Rights" shall
mean all patents, patent applications and copyrights as well as all trade
secrets, confidential information and know-how and all other industrial property
rights of any type owned or controlled by PRESSTEK relating to the PRESSTEK
Pearl Technology.

j. MATERIAL BREACH. "Material Breach" shall mean such breach of
rights and obligations which is uncured for more than [CONFIDENTIAL TREATMENT
REQUESTED]/*/ days after receipt of notice as set forth herein and which puts or
may put the other party to this Agreement in danger of sustaining loss which
cannot be regarded as minor. Examples of a Material Breach are:

i. Non-payment, more than [CONFIDENTIAL TREATMENT REQUESTED]/*/
days past due exceeding $ [CONFIDENTIAL TREATMENT REQUESTED]/*/.

ii. If delivery of any product under this Agreement is more than
[CONFIDENTIAL TREATMENT REQUESTED]/*/ days beyond due date, including, but not
limited to delivery of the Purchased Goods or the Presstek Kits.

iii. PRESSTEK's failure to take delivery of a Purchased Good on
the scheduled delivery date.

k. PRIVATE LABEL. "Private Label" shall mean branding the Purchased
Goods with a name other than the name of manufacturer.

l. MANDATORY RETROFITS. Mandatory retrofits shall mean a retrofit
necessary to restore the Products to be in conformity with the Specifications,
to render the Products safe for use or to have the Products comply with
applicable law.

2.2 INTERPRETATION. Whenever applicable, all words used in the singular
number shall be deemed to include the plural and vice versa. The use of the word
"approval" or "consent" shall mean the prior written approval or consent.

2.3 HEADINGS. The Article and Section headings contained herein are
included solely for convenience, are not intended to be full or accurate
description of the content thereof, and shall not be considered part of this
Agreement.

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/*/[CONFIDENTIAL TREATMENT REQUESTED] INDICATES MATERIAL THAT HAS BEEN OMITTED
AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED
MATERIAL HAS BEEN FILED WITH THE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED
UNDER THE SECURITIES AND EXCHANGE ACT OF 1934, AS AMENDED.

ARTICLE 3
SUPPLY COMMITMENT AND PAYMENT

3.1 PARTIES' DUTIES. ASA shall manufacture (or have manufactured on its
behalf in whole or in part) and sell to PRESSTEK the ADAST 547A DI Press and the
ADAST 557A DI Press and PRESSTEK shall manufacture (or have manufactured on its
behalf, in whole or in part) and supply to ASA the Presstek Kits required to
implement the PRESSTEK Pearl Technology on the Presses. For those Presses that
are to be sold, resold or otherwise distributed by PRESSTEK in accordance with
the terms of this Agreement, the Presstek Kits for the ADAST 547A DI and ADAST
557A DI Presses manufactured by ASA for PRESSTEK pursuant to this agreement
shall be supplied to ASA free of any charge or cost; all other Presstek Kits
shall be supplied to ASA for the prices set forth in Exhibit D.

3.2 [CONFIDENTIAL TREATMENT REQUESTED]/*/ and Relabeling. Except as
otherwise provided in number "a" and or "b" of this Article 3.2, [CONFIDENTIAL
TREATMENT REQUESTED]/*/ shall sell the ADAST 547A DI and ADAST 557A DI Presses
which incorporate Presstek Kits only to [CONFIDENTIAL TREATMENT REQUESTED]/*/.
[CONFIDENTIAL TREATMENT REQUESTED]/*/. Each Purchased Good shall have the ASA
name label and country of origin placed on the non-operator side of the press.
The exact labeling requirement for each Purchased Good, together with the
international recognized color-coding for panel finishing purposes, is defined
in detail in Exhibit A to this Agreement.

a. Presstek will establish a geographic territory within which ASA
shall be designated by Presstek to have [CONFIDENTIAL TREATMENT REQUESTED]/*/
rights to sell the ADAST 547A DI and ADAST 557A DI Presses which incorporate
Presstek Kits (ASA's Geographic Region"). ASA's Geographic Region shall be set
out as Exhibit K of this Agreement. ASA will have no right to sell or otherwise
exchange or distribute the ADAST 547A DI and ADAST 557A DI Presses which
incorporate Presstek Kits except in accordance with the terms of this Agreement.
In addition, during the term of this Agreement, Presstek will, from time to
time, meet with the [CONFIDENTIAL TREATMENT REQUESTED]/*/ to determine whether
there may be additional geographic region(s) in which the [CONFIDENTIAL
TREATMENT REQUESTED]/*/ will not be selling or otherwise distribute Presses.
Should any such additional geographic region(s) be so established, Presstek will
use commercially reasonable efforts to enlarge ASA's Geographic Region to
include such additional geographic region(s).

Presstek's obligations to further enlarge ASA's Geographic Region
arise upon Presstek's receiving permission from [CONFIDENTIAL TREATMENT
REQUESTED]/*/ that such geographic region(s) may be allocated to another party.
The Parties hereto recognize that, absent such permission from [CONFIDENTIAL
TREATMENT REQUESTED]/*/, ASA will not have any [CONFIDENTIAL TREATMENT
REQUESTED]/*/ rights to sell the ADAST 547A DI and ADAST 557A DI Presses which
incorporate Presstek Kits beyond ASA's Geographic Region, as set out in Exhibit
K.

b. Right To Terminate [CONFIDENTIAL TREATMENT REQUESTED]/*/. ASA
shall be entitled to terminate PRESSTEK's [CONFIDENTIAL TREATMENT REQUESTED]/*/
days after providing PRESSTEK written notice of any Material Breach and/or
[CONFIDENTIAL TREATMENT REQUESTED]/*/ days after providing PRESSTEK written
notice of failure to order the presses by PRESSTEK as set forth in the Article
3.a or the Exhibit B herein, in quantity extending

[CONFIDENTIAL TREATMENT REQUESTED]/*/ of total quantity of the presses scheduled
in the respective year, [CONFIDENTIAL TREATMENT REQUESTED]/*/. In the event that
ASA exercises its right under this Section and [CONFIDENTIAL TREATMENT
REQUESTED]/*/, PRESSTEK shall be obligated to continue to deliver the PRESSTEK
Kits as set forth in Exhibits D and G. PRESSTEK shall have the right to cure the
foregoing within [CONFIDENTIAL TREATMENT REQUESTED]/*/ days after PRESSTEK
receives written notice of a Material Breach or a failure to order the presses
according to the schedule in Exhibit B. If PRESSTEK timely cures the Material
Breach and the failure to order the presses, ASA shall not [CONFIDENTIAL
TREATMENT REQUESTED]/*/ under this Agreement.

3.3 PRESSTEK'S COMMITMENT. In order to induce ASA to grant PRESSTEK the
exclusive right to purchase the ADAST 547A DI Press and the ADAST 557A DI Press
from ASA, PRESSTEK agrees as follows:

a. That during each of the first [CONFIDENTIAL TREATMENT
REQUESTED]/*/ years of this Agreement, PRESSTEK will provide ASA with orders for
the presses to comply with the dates and quantities in delivery schedule set
forth in Exhibit B in accordance with the terms of this Agreement.

b. PRESSTEK will provide a [CONFIDENTIAL TREATMENT REQUESTED]/*/
-month forecast. The [CONFIDENTIAL TREATMENT REQUESTED]/*/ forecast shall be
specified [CONFIDENTIAL TREATMENT REQUESTED]/*/. Orders will be placed in a
manner that PRESSTEK will provide ASA with firm commitments for a lead time as
set out in Article 3.4. Purchase contract for the purchased goods shall be
considered as concluded after the order is confirmed by ASA.

c. That each Presstek Kit for a Purchased Good will be delivered to
ASA no later than [CONFIDENTIAL TREATMENT REQUESTED]/*/ days before that
Purchased Good's scheduled completion date.

d. That if PRESSTEK fails to meet any of its obligations set forth
either in Article 3.3 above or in Exhibit B, PRESSTEK will lose its exclusive
status as set out in Article 3.2(b) therein. This shall not impact the
obligation to take and pay for already ordered quantity of presses therein.
Failure by PRESSTEK in meeting any of its obligations set forth either above or
in Exhibit B shall not terminate the rights and obligations of the Parties
hereto including, but not limited to; (1) PRESSTEK's ability to purchase Presses
in accordance with the terms and conditions herein; (2) PRESSTEK's ability to
sell Presses; and (3)ASA's ability to exercise its right, upon providing
PRESSTEK written notice, to sell the ADAST 547A DI and ADAST 557A DI Presses
including the Presstek Kit through ASA's distribution network, which will not be
limited geographically. If ASA provides PRESSTEK the required written notice
under this section, PRESSTEK agrees that it will sell and deliver Presstek Kits
to ASA for the prices set forth in Exhibit D within three (3) months after
placing the order.

3.4 ASA'S COMMITMENT. In order to assist ASA with meeting a six-month lead
time delivery schedule, PRESSTEK has provided, and ASA hereby acknowledges
receiving, $[CONFIDENTIAL TREATMENT REQUESTED]/*/ for purchase of in-process
inventory for [CONFIDENTIAL TREATMENT REQUESTED]/*/ presses. In accordance with
its acceptance of the $[CONFIDENTIAL TREATMENT REQUESTED]/*/, ASA will deliver
Presses as specified by PRESSTEK to PRESSTEK following a six-month lead time.
ASA will prepare by [CONFIDENTIAL TREATMENT

REQUESTED]/*/, 2001 a written proposal under which conditions would be possible
a reduction to a four-month lead time. In case of termination of the Agreement
or deliveries of the presses, the advance for purchase of in-process inventory
shall be returned after being reduced by the expenses for already purchased
inventory.

3.5 PRICES AND PAYMENT TERMS. PRESSTEK shall effect payment to ASA as set
forth on Exhibit C. These payment conditions will be applied for orders placed
in calendar year [CONFIDENTIAL TREATMENT REQUESTED]/*/. The parties will agree
in writing to change the payment terms by [CONFIDENTIAL TREATMENT REQUESTED]/*/
on a basis of a written proposal in order to find an optimum financing for the
production of presses. The parties also agree that they will negotiate in good
faith [CONFIDENTIAL TREATMENT REQUESTED]/*/ resulting from the change of payment
terms.

3.6 DELIVERY. Title and risk of loss for all Presses shall pass to PRESSTEK
(a) [CONFIDENTIAL TREATMENT REQUESTED]/*/ in the case of shipments made by sea,
and (b) [CONFIDENTIAL TREATMENT REQUESTED]/*/, in the case of all shipments by
road or rail which are not intended for lading on any vesseland (c) in the event
of shipment by air, pursuant to the parties' subsequent written agreement.
[CONFIDENTIAL TREATMENT REQUESTED]/*/. ASA shall itemize its costs for such
freight/transportation on its invoice to PRESSTEK, separate from the Press
price, and PRESSTEK shall reimburse ASA at ASA's cost without markup or
additional fees or charges. ASA shall furnish [CONFIDENTIAL TREATMENT
REQUESTED]* and/or [CONFIDENTIAL TREATMENT REQUESTED]/*/ with a pro forma or
commercial invoice, showing the price to be paid by PRESSTEK for each shipment
of Presses, and separately itemizing any freight, insurance, or other
transportation charges which ASA may have prepaid on PRESSTEK"s behalf. Such
freight, insurance or other transportation charges shall be stated at
[CONFIDENTIAL TREATMENT REQUESTED]/*/, without any markup or other charge. The
invoice shall be addressed as directed by PRESSTEK.

3.7 TAXES AND DUTIES

a. For purposes of this section, "Taxes" shall mean any and all
taxes, duties, and similar charges imposed or collected by any governmental
entity worldwide or any political subdivision thereof and however designated or
levied and shall include any interest, penalties, costs, or additions to tax
(except as may otherwise be specifically provided herein).

b. For purposes of this section, there are two types of activities
that may occur under the terms of this Agreement. One activity that may occur
under the terms of this Agreement involves [CONFIDENTIAL TREATMENT
REQUESTED]/*/. The second activity that may occur under the terms of this
Agreement involves [CONFIDENTIAL TREATMENT REQUESTED]/*/ and to other parties as
described in, and subject to the limitation of, Article 3.2(a) above
[CONFIDENTIAL TREATMENT REQUESTED]/*/.

c. The obligations of the Parties to pay Taxes for the activities
occurring under the terms of this Agreement are as follows:

(i) [CONFIDENTIAL TREATMENT REQUESTED]/*/. With regard to Taxes
that may arise in connection with [CONFIDENTIAL TREATMENT
REQUESTED]/*/, subject to the limitations set out below in paragraph
(A), [CONFIDENTIAL TREATMENT REQUESTED]/*/ shall be responsible for
and shall bear and pay (or reimburse [CONFIDENTIAL TREATMENT
REQUESTED]/*/ for, to the extent paid by [CONFIDENTIAL TREATMENT
REQUESTED]/*/) all Taxes (but excluding any net income taxes imposed
on [CONFIDENTIAL TREATMENT REQUESTED]/*/ which are owed or imposed
under or by any governmental authority or agency in connection with
the [CONFIDENTIAL TREATMENT REQUESTED]/*/.

(A) [CONFIDENTIAL TREATMENT REQUESTED]/*/ obligations, as set out
in Article 3.7 c. (i) above, regarding [CONFIDENTIAL TREATMENT
REQUESTED]/*/, are subject to and arise upon the condition that
[CONFIDENTIAL TREATMENT REQUESTED]/*/ will use it's best efforts to
obtain and maintain all registrations, certifications, exemptions, or
other such items necessary or appropriate to eliminate or minimize
any Tax, and provide all documentation or other such Tax items
necessary or appropriate as reasonably determined and requested by
[CONFIDENTIAL TREATMENT REQUESTED]/*/. The necessary documents above
will be specified in orders placed by [CONFIDENTIAL TREATMENT
REQUESTED]/*/. Absent [CONFIDENTIAL TREATMENT REQUESTED]/*/ meeting
the condition precedent as set out in this paragraph, [CONFIDENTIAL
TREATMENT REQUESTED]/*/ shall be responsible for, and shall bear and
pay (or reimburse [CONFIDENTIAL TREATMENT REQUESTED]/*/ for, to the
extent paid by [CONFIDENTIAL TREATMENT REQUESTED]/*/) all Taxes which
are woed or imposed under or by any governmental authority or agency
in connection with the [CONFIDENTIAL TREATMENT REQUESTED]/*/.
[CONFIDENTIAL TREATMENT REQUESTED]/*/.

(ii) [CONFIDENTIAL TREATMENT REQUESTED]/*/ With regard to Taxes
that may arise in connection with [CONFIDENTIAL TREATMENT
REQUESTED]/*/ shall be responsible for and shall bear and pay (or
reimburse [CONFIDENTIAL TREATMENT REQUESTED]/*/) all Taxes (but
excluding any net income taxes imposed on PRESSTEK) which are owed or
imposed under or by any governmental authority or agency in
connection with the [CONFIDENTIAL TREATMENT REQUESTED]/*/ (including,
without limitation, the performance of services, the manufacture and
delivery of goods, and the payment of royalties). In the case of any
payments made by [CONFIDENTIAL TREATMENT REQUESTED]/*/ to
[CONFIDENTIAL TREATMENT REQUESTED]/*/ that are subject to withholding
taxes, [CONFIDENTIAL TREATMENT REQUESTED]/*/ shall increase the
amount paid to [CONFIDENTIAL TREATMENT REQUESTED]/*/ to a level such
that the net amount received by [CONFIDENTIAL TREATMENT REQUESTED]/*/
after deduction of such withholding taxes will be equal to the gross
payment contemplated by this agreement.

d. The obligations of each of PRESSTEK and ASA under this Section 3.7
are subject to the condition that each Party agrees to cooperate to minimize and
properly calculate any applicable Taxes for which either Party is responsible
under this Agreement, and, in connection therewith:

(i) each Party shall provide the other Party any resale
certificates, information regarding out-of-state use of materials,
services or sales, or other exemption or tax reduction certificates
or other certificate or document of exemption or information that may
be required in order to exempt the other Party's payment for goods,
services, or royalties from any such Taxes (or to reduce any such
Taxes);

(ii) each Party shall cooperate to the extent commercially
reasonable in accepting and supporting any claims of resale, direct
pay, identifiable segment, bulk sale, occasional sale, casual sale or
other exemption; and

(iii) [CONFIDENTIAL TREATMENT REQUESTED]/*/ shall be responsible
for obtaining and maintaining all registrations, certifications,
exemptions or other items necessary or appropriate, with respect to
the transactions contemplated by this Agreement or the status of
[CONFIDENTIAL TREATMENT REQUESTED]/*/ in the Czech Republic (or any
political subdivision thereof), in order to eliminate or minimize any
Tax that could result in a cost or other burden borne by
[CONFIDENTIAL TREATMENT REQUESTED]/*/.

e. If either PRESSTEK or ASA would be responsible for any Tax under
this Agreement and provides certification of an exemption from such Tax or of a
reduced rate of Tax imposed on the other Party by an applicable taxing
authority, under such taxing authority's rules, then the other Party shall not
(unless otherwise required by law) invoice for or pay over any such Tax unless
and until the applicable taxing authority assesses such Tax.

f. Subject to the provision in subsection 3.7(e) hereof, a Party
responsible for any Tax under this Agreement shall be entitled to (and shall be
promptly paid by the other Party, if received by the other Party) any refunds,
rebates or credits of Taxes that are borne by the responsible Party pursuant to
this Agreement, together with interest thereon as paid by the applicable taxing
authority.

3.8 TERMINATION OF THE DEVELOPMENT STAGE AND CHANGES.

a. The development stage is currently in the [CONFIDENTIAL TREATMENT
REQUESTED]/*/ stage. After the end of production of the [CONFIDENTIAL TREATMENT
REQUESTED]/*/, both parties to this Agreement shall agree on the production
documentation. This shall be done prior to the beginning of delivery of the
products based on the regular manufacturing documentation and shall include all
changes arising from the [CONFIDENTIAL TREATMENT REQUESTED]/*/ testing. Any
additional changes in the manufacturing documentation shall be done with the
mutual consent of both parties. The changes will be applied to the manufacturing
after both parties agreed on the costs involved. This does not include changes
that are necessary to conform to operator safety fire and ecological risks,
etc., as may be demonstrated, for instance, where a Press does not

conform to CE or EU requirements regulating health and/or safety ("Safety
Problems"). Where a party receiving a good discovers a Safety Problem (the
"Discovering Party"), that party will, without delay, immediately notify the
party that sent the item (the "Producing Party") of the Safety Problem.

i. Upon receipt of notification of the Safety Problem the
Producing Party shall, within five days, dispatch an individual or
individuals sufficiently trained to remedy the Safety Problem (the
"Repair Team") to arrive at the site and design a remedy to the
Safety Problem. Upon designing a remedy, the Repair Team shall have
agreed time to implement the remedy, unless such agreed time limit is
extended by consent of the Discovering Party, such extension of time
shall not be unreasonably withheld. Should the Repair Team fail to
implement a remedy to the Safety Problem within ten days (or within
an additional time if so extended by the Discovering Party), the
Discovering Party shall then have the right to reasonably design and
implement a remedy to the Safety Problem. In either case, the cost of
remedying the Safety Problem shall be borne by the Producing Party.
The presses are designed according to the safety regulations valid in
European Union (CE). If such valid legal regulation or other
requirement concerning the respective order requires a design change
in the presses ordered, the reasonable costs for the design changes
of the press for the respective region shall be born by PRESSTEK.

ii. Should a Producing Party be notified of a Safety Problem, the
Producing Party shall modify their design in order to remedy the
Safety Problem for all products that have not been shipped. Such
modification shall occur prior to the next shipment of the product.
In the event that, as a result of implementing the remedy, it becomes
necessary for ASA to change the design or technology or way of
manufacturing which will have an effect on the selling price both
parties shall mutually agree on the change. If this remedy causes an
increase in the cost of the Presses, the other side is obliged to
accept any reasonable increase in sale price. In the case that the
remedy has an effect on the shipping date of the ordered presses both
parties agree in writing upon the change of the shipping dates of the
presses.

b. Upon completion of the development stage, at PRESSTEK's sole
election and at PRESSTEK's sole and commercially reasonable expense, ASA shall
either (i) upgrade the pre-production presses to production performance levels
and full compliance with the Specifications at the conclusion of the
pre-production process, the foregoing at such locations as PRESSTEK may direct
at its sole discretion; or (ii) provide information materials and training to
individuals designated by PRESSTEK sufficient to allow such individuals to
perform upgrades of the pre-production Presses. The costs related to upgrades
shall be borne by PRESSTEK.

c. Any additional development for completion or addition of Press
options or any modification of existing state of the press that will materially
influence the production of the press in whole or in part shall be done under a
separate Agreement and shall include costs.

d. In the event that it becomes necessary for ASA to change the
design or technology or way of manufacturing which will have an effect on the
selling price both parties shall mutually agree on the change.

e. Each party is solely responsible for the certification of the
product they supply and manufacturer. PRESSTEK shall be responsible for the UL
and FCC certification as per the terms and conditions set out by the appropriate
governmental agency. ASA shall be responsible for the CE certification as per
the terms and conditions set by the international testing lab in Wiesbaden and
EMC Compliance certification.

f. Development responsibility shall be as follows:

o ASA shall be responsible for the development for the basic
press, electronics, user software for press control and
remote operation of the press including the software.

o PRESSTEK shall be responsible for the development of the
imaging kits including the software, development of the
cleaners including the removal of the silicon and development
of the plate rolls loading and advancing mechanism of the
plate cylinder.

g. Changes. The Product(s) delivered hereunder shall incorporate the
latest improvements implemented by ASA. Any change that affects form, fit,
function and compatability (hereinafter, "Substantial Changes") are subject to
PRESSTEK's prior written approval. In requesting such approval, ASA shall inform
PRESSTEK, in writing, of the date of the proposed incorporation of such changes
into the Product(s) and description of the substantial changes affecting the.

(i) Form (external appearance of finished Product(s) or piece
parts, or external dimensions, dimension tolerances or shape);

(ii) Fit (provisions for mounting; changes to mounting holes,
holes for mounting shipping restraints, or holes or fittings for
mounting accessory or optional features; changes in the dimension or
shape of internal spaces available for customer use; changes
affecting the interchangeability of parts, electrical or other power
and environmental requirements);

(iii) Function (changes in the Specification, Product(s)
performance, or any changes affecting Product(s) reliability); and/or

(iv) Compatibility of the Product(s) (changes to or which affect
Product(s) operation or Product(s) Spares, internal logic or timing
which might affect application of the Product(s), part number or
configuration dash number of parts which can be replaced in the
field, the interchangeability of Spares, service documentation which
might affect a customer's application for the Product(s)).

PRESSTEK shall respond within thirty (30) days to each engineering change
proposal received from ASA requesting Product(s) changes indicating its
acceptance or rejection of such change.

A working team will be formed by both parties to specify changes that require
PRESSTEK'S approval.

h. EFFECT OF CHANGES. In the event that any change in the form, fit
or function or Specification of any Product(s) in order to comply with mutually
agreed upon requirements or standards other than Mandatory Retrofits results in
a significant increase or decrease in the cost of such Product(s), or in the
length of time required for the manufacture or delivery thereof, an equitable
adjustment to the price of such Product(s) or agreed upon shipping date or both
shall be made by the parties pursuant to good faith negotiations.

i. MANDATORY RETROFITS. ASA shall promptly notify PRESSTEK of the
need for any Mandatory Retrofits and work with PRESSTEK to establish a mutually
agreeable schedule for installing the foregoing. The parties will use best
efforts to minimize the cost of implementation of Mandatory Retrofits. Either
party shall be responsible for its portion of cost related with the respective
responsibility for the development as set forth in the Article 3.9f therein.
Reasonable cost for engineering design shall be reflected in the press or
Presstek Kit prices.

j. SCHEDULE FOR CHANGES. Any changes made by ASA and accepted by
PRESSTEK pursuant to this Article shall be implemented in accordance with a
schedule mutually agreed upon in the written notification of change. Such
changes shall be incorporated into Product(s) shipped pursuant to Purchase
Orders received by ASA after PRESSTEK approved such changes. If applicable, the
serial number of the first such changed Product(s) shall be identified to
PRESSTEK and ASA agrees that all Product(s) with serial numbers greater than
such serial number shall incorporate such changes

k. FINAL ORDER OPPORTUNITY. In the event that PRESSTEK rejects a
proposed change to Products and notwithstanding any provision herein to the
contrary, PRESSTEK shall have the opportunity to place a final order for units
of Product at the current applicable price(s) and Specification(s) to be
delivered over a negotiated period of time.

l. PRESSTEK CHANGE REQUESTS. PRESSTEK shall have the right to request
modification of the Specification, which modifications shall be subject to
approval by ASA, such approval not to be unreasonably withheld. Any such
modification to the Specification which increases the engineering or
manufacturing cost of the Press shall result in an increase in the price of the
Press by an amount reasonably related to the cost of such increase and such
increase shall be borne by [CONFIDENTIAL TREATMENT REQUESTED]/*/ unless
otherwise agreed by the parties in writing. In the event the parties fail to
reach written agreement pursuant to this Section [CONFIDENTIAL TREATMENT
REQUESTED]/*/. ASA shall not be required to undertake implementation of any
modification requested or proposed by PRESSTEK in the absence of a development
agreement satisfactory to ASA.

3.9 PRODUCT TESTING.

a. The Presses will be delivered according to the specifications in
Exhibit A in accordance with technical specifications TP 021.525.124 as per
Exhibit E and will be tested according to test specifications 9057015 as per
Exhibit F. If the Press passes the test, PRESSTEK is obligated to accept it. The
technical specifications and the test specification may be changed when agreed
by the parties hereto.

b. ASA agrees that PRESSTEK and any third party designed by PRESSTEK
will perform regular or periodic audits on performance related to the product
testing as set forth in Article 3.10a of this Agreement to ensure compliance
with TP 021.525.124 and Exhibits A and E hereto.

c. Presstek Kits shall be supplied according to specification in
Exhibit G and they should comply with the technical specifications under Exhibit
L.

d. PRESSTEK will supply, free of charge, to ASA for testing purposes
a minimum of [CONFIDENTIAL TREATMENT REQUESTED]/*/ printing roll per printing
unit containing a minimum of [CONFIDENTIAL TREATMENT REQUESTED]/*/ plates and
empty spare rolls and roll ends as required by ASA.. Other materials necessary
for Press testing will be paid for by ASA.

3.10 Material Breach and Loss of [CONFIDENTIAL TREATMENT REQUESTED]/*/.
Should PRESSTEK experience Loss of [CONFIDENTIAL TREATMENT REQUESTED]/*/ or
Materially Breach this Agreement:

(a) PRESSTEK shall honor such orders of Presses that were placed
in accordance with Article 3.3 b. on or before the date that ASA sent
to PRESSTEK the (i) notice that PRESSTEK was eligible to lose its
[CONFIDENTIAL TREATMENT REQUESTED]/*/; or (ii) Notice of Material
Breach;

(b) No later than [CONFIDENTIAL TREATMENT REQUESTED]/*/ days from
(i) the date of PRESSTEK's Loss of [CONFIDENTIAL TREATMENT
REQUESTED]/*/, or (ii) the date of Material Breach by PRESSTEK
pursuant to Article 2.1.j., as applicable (hereinafter referred to as
the "Claim Date"), ASA may submit to PRESSTEK its written claim for
cancellation charges, if any. ASA shall submit its claim together
with such reasonable evidence as PRESSTEK may reasonably request.
ASA's claim shall be based solely upon costs incurred by ASA as a
result of such Loss of [CONFIDENTIAL TREATMENT REQUESTED]/*/ or
Material Breach, and no profit or opportunity cost shall be
considered in calculating such claim. Failure to submit a claim by
the Claim Date shall constitute a waiver of any claim by ASA as a
result of PRESSTEK's Loss of [CONFIDENTIAL TREATMENT REQUESTED]/*/ or
Material Breach, and PRESSTEK shall be released from all liability
arising out of such event. Upon PRESSTEK's request, ASA will make
available to PRESSTEK all relevant information for inspection and
audit.

(c) ASA shall reasonably assess open orders, raw materials, work
in process and subassemblies to determine whether or not such items
can be used by ASA for the manufacture of other products or be
diverted for any other purpose, and ASA shall correspondingly reduce
its claim as set out above by the value of any usable items.

(d) To the extent that ASA cannot mitigate its termination claim
as specified above, PRESSTEK shall pay cancellation charges claimed
by ASA as follows:

(i) The price for Products which ASA has completed
manufacture prior to the effective date of PRESSTEK's Loss of
[CONFIDENTIAL TREATMENT REQUESTED]/*/ or Material Breach pursuant to
an issued Purchase Order and for which payment has not been made;

(ii) ASA's fully burdened costs incurred for raw materials,
components, subassemblies and work in process (collectively, the
"Materials") at the time of the effective date of such termination or
cancellation which were required to fill the Purchase Orders canceled
by PRESSTEK, such fully burdened costs to include actual carrying
costs and overhead attributed to the Materials, not to exceed an
additional [CONFIDENTIAL TREATMENT REQUESTED]/*/ % of the cost of the
Materials; and

(iii) ASA's reasonable cancellation costs incurred for
components and subcontracted items which ASA had on order prior to
the effective date of such termination or cancellation, which were
necessary to fill the Purchase Orders canceled by PRESSTEK, and for
which ASA is obligated to pay cancellation charges.

(e) Notwithstanding anything to the contrary in this Article
3.11, in no event shall any payments made by PRESSTEK under this
Article 3.11 exceed the aggregate price specified in the canceled
Purchase Orders, less payments already made. There will be excluded
from any amounts payable to ASA under this section all amounts
payable with respect to PRESSTEK property lost, damaged, stolen or
destroyed prior to delivery to PRESSTEK.

(f) The invoice specifying the cancellation charges is due for
payment [CONFIDENTIAL TREATMENT REQUESTED]/*/ days from the receipt
date.

(g) The products ordered before the effective date of this
Agreement will be finalized by ASA and taken and paid for by
PRESSTEK.

ARTICLE 4
WARRANTY

4.1 WARRANTY. ASA warrants that each printing press shall be delivered free
from defects in materials and workmanship pursuant to the terms and conditions
set forth on Exhibit E. The warranty period is [CONFIDENTIAL TREATMENT
REQUESTED]/*/ months from the date of installation but a maximum of
[CONFIDENTIAL TREATMENT REQUESTED]/*/ months from scheduled shipping date (which
shall be the date ASA notified PRESSTEK the Purchased Good was ready for
shipment even in the case that date is different from the scheduled shipping
date).

ASA will repair or replace the defective components or parts of the press,
except that ASA will not be obligated or liable for replacement of any
components or parts thereof which (i) are not properly stored, installed, used,
maintained or repaired, or which are modified other than pursuant to ASA's
instructions or approval; or (ii) have been subjected to any other kind of
misuse or detrimental exposure, or have been involved in an accident. ASA will
not be responsible or liable for supplying or paying for the cost of

labor to replace defective components or a part of the presses.. With respect to
any component or part purchased from another manufacturer, ASA gives no
warranty, and only the warranty, if any, given by the manufacturer shall apply.
ASA gives no warranty on the Presstek Kit. Further precision of the warranty
conditions is given in the technical specification TP 021.525.124 (Exhibit E).

b. For the ADAST 547A DI and ADAST 557A DI presses sold through ASA
distributors under provisions in this Agreement, PRESSTEK warrants that each
Presstek Kit shall be free from defect in material and workmanship pursuant to
the terms and conditions set forth on Exhibit L for the period of [CONFIDENTIAL
TREATMENT REQUESTED]/*/ from the date of the ADAST 547A DI or ADAST 557A DI
installation at the end user site but a maximum of [CONFIDENTIAL TREATMENT
REQUESTED]/*/ months from the Presstek Kit delivery date to ASA. PRESSTEK will
repair or replace the purchased goods or the part, except that PRESSTEK will not
be obligated or liable for replacement of any Presstek Kit or its part which (i)
is not properly stored, installed, used, maintained or repaired, or which is
modified other than pursuant to PRESSTEK's instructions or approval; or (ii) has
been subjected to any other kind of misuse or detrimental exposure, or has been
involved in an accident. PRESSTEK will not be responsible or liable for
supplying or paying for the cost of labor to replace the part.

4.2 NOTICE. Warranty claims under this Agreement must be made promptly and
in writing; must recite the nature and details of the claim, the date the cause
of the claim was first observed and the serial number (if applicable) of the
part concerned; and must be received by the other party no later than
[CONFIDENTIAL TREATMENT REQUESTED]/*/ after the expiration of the applicable
warranty period. The parties are obliged to store defective parts for at least
[CONFIDENTIAL TREATMENT REQUESTED]/*/ months for the purpose of inspecting the
parts and/or if required by the other party, the part will be returned to it at
the requiring party's expense.

4.3 SERVICE.

a. [CONFIDENTIAL TREATMENT REQUESTED]/*/ is solely responsible for
the installation, warranty and post-warranty service of the presses sold to
PRESSTEK under this Agreement. Any work requested from [CONFIDENTIAL TREATMENT
REQUESTED]/*/ by [CONFIDENTIAL TREATMENT REQUESTED]/*/ will be charged by
[CONFIDENTIAL TREATMENT REQUESTED]/*/ at the customary rates for this type of
service including traveling expenses. PRESSTEK will not directly hire ASA
employees, their agents and distributors without a prior written consent of ASA.

b. [CONFIDENTIAL TREATMENT REQUESTED]/*/ is solely responsible for
the installation and warranty and post-warranty service of the ADAST 547A DI and
ADAST 557A DI including Presstek Kits sold through [CONFIDENTIAL TREATMENT
REQUESTED]/*/ distributors under terms and conditions of this Agreement unless
otherwise agreed by the Parties. Any work requested from [CONFIDENTIAL TREATMENT
REQUESTED]/*/ by [CONFIDENTIAL TREATMENT REQUESTED]/*/ will be charged by
[CONFIDENTIAL TREATMENT REQUESTED]/*/ at the customary rates for this type of
service including traveling expenses.

c. ASA will supply to PRESSTEK all necessary parts to set up a spare
parts warehouse based on a purchase order issued by PRESSTEK. The initial order
has to be placed at least [CONFIDENTIAL TREATMENT REQUESTED]/*/ months in
advance. Prices for spare parts to PRESSTEK will be the same as prices for other
Distributors, shipped against a Purchase order.

d. Service and delivery of spare parts shall be covered by a separate
Service Agreement that will be added as Exhibit M. These parties will negotiate
in good faith to complete a Service Agreement by [CONFIDENTIAL TREATMENT
REQUESTED]/*/, 2001.

ARTICLE 5
INTELLECTUAL PROPERTY LICENSE

5.1 RIGHTS AND LICENSES GRANTED.

a. ASA hereby grants to PRESSTEK and its Subsidiaries and companies
designated by PRESSTEK pursuant to the terms of this Agreement [CONFIDENTIAL
TREATMENT REQUESTED]/*/ right and license to [CONFIDENTIAL TREATMENT
REQUESTED]/*/ the object code of the Press firmware encompassed within the ASA
Proprietary Rights to [CONFIDENTIAL TREATMENT REQUESTED]/*/ the ADAST 547A DI
Presses and ADAST 557A DI Presses incorporating Presstek Kits supplied by
PRESSTEK, but only pursuant to the terms of this Agreement. PRESSTEK shall have
the right to grant their representatives and intermediary distributors and
customers the right to provide necessary information and know-how regarding
sale, maintenance and servicing of such equipment. The license shall be a
[CONFIDENTIAL TREATMENT REQUESTED]/*/ license to use the object code version of
the firmware on the Presses. PRESSTEK its customers, distributors and other
owners are not allowed to [CONFIDENTIAL TREATMENT REQUESTED]/*/ for the software
or firmware of the Presses and their control unless agreed in writing by ASA.
Neither PRESSTEK, its dealers, distributors or customers shall [CONFIDENTIAL
TREATMENT REQUESTED]/*/ a source code of the software and firmware. Neither
PRESSTEK, its dealers, distributors or customers shall [CONFIDENTIAL TREATMENT
REQUESTED]/*/ copyright or other intellectual property symbols included in the
software or firmware. The license granted in this Agreement extends to and
includes [CONFIDENTIAL TREATMENT REQUESTED]/*/. ASA will provide PRESSTEK
written notification of pending new updates and maintenance modifications
together with the availability thereof sufficiently in advance of publication in
order for PRESSTEK to react in a timely manner.

b. PRESSTEK hereby grants to ASA and its Subsidiaries the right and
license under the PRESSTEK Proprietary Rights to [CONFIDENTIAL TREATMENT
REQUESTED]/*/ ADAST 547A DI Presses and ADAST 557A DI Presses incorporating
Presstek Kits supplied by PRESSTEK, but only pursuant to the terms of this
Agreement. This right and license shall not entitle ASA to [CONFIDENTIAL
TREATMENT REQUESTED]/*/; except that ASA shall have the right to grant their
exclusive representatives and intermediary distributors the right to provide
necessary information and know-how regarding sale, maintenance and servicing of
such equipment limited ASA's Geographic Region as set out in Exhibit K of this
Agreement. Further, ASA shall have the right to grant its customers,
distributors, and other owners of ADAST 547A DI Presses and ADAST 557A DI
Presses, and additional subject Presses incorporating Presstek Kits the right
and license to [CONFIDENTIAL TREATMENT REQUESTED]/*/ all software and firmware
encompassed within such Presstek Kits for use in connection with such Press,
such software and firmware licenses to be in a form approved by PRESSTEK limited
to ASA's Geographic Region as set out in Exhibit K of this Agreement . Neither
ASA, its customers, distributors or other owners may [CONFIDENTIAL

TREATMENT REQUESTED]/*/ the software or firmware embedded in the Presstek Kits
without PRESSTEK's written consent. Neither ASA, its dealers, distributors or
the customer shall [CONFIDENTIAL TREATMENT REQUESTED]/*/ the source code of the
software or firmware. Neither ASA, its dealers, distributors nor any customer
shall [CONFIDENTIAL TREATMENT REQUESTED]/*/ any copyright or other intellectual
property notice placed in the software or firmware.

c. In consideration of the right and license granted pursuant to the
paragraph 5(b) above, the price of the Presstek Kit shall include a royalty at
the rate of [CONFIDENTIAL TREATMENT REQUESTED]/*/ of the [CONFIDENTIAL TREATMENT
REQUESTED]/*/ price for each such press sold or otherwise transferred to a
customer other than PRESSTEK or a PRESSTEK designee. Such royalties are included
in prices under Exhibit D.

5.2 INFRINGEMENT. In the event a party to this Agreement becomes aware of
any act that may constitute an infringement of any right granted by this
Agreement, that party shall immediately notify the other party and agrees, at
the licensing party's expense, to assist in the prosecution of any claim or
action for such infringement.

5.3 OWNERSHIP OF RIGHTS.

a. PRESSTEK acknowledges that ASA is the sole and exclusive owner of
the ASA Proprietary Rights, including any advancements, modifications,
supplements, amendments, improvements, or additions thereto, now existing or
hereinafter originated by ASA, and waives in favor of ASA all rights, title, and
interest to any such property. In order to secure ASA's rights in such property,
PRESSTEK agrees to fully assist ASA, at ASA's request, in any reasonable manner.

b. ASA acknowledges that PRESSTEK is the sole and exclusive owner of
the PRESSTEK Proprietary Rights, including any advancements, modifications,
supplements, amendments, improvements, or additions thereto, now existing or
hereinafter originated by PRESSTEK, and waives in favor of PRESSTEK all rights,
title, and interest to any such property. In order to secure PRESSTEK's rights
in such property, ASA agrees to fully assist PRESSTEK, at PRESSTEK's request, in
any reasonable manner.

5.4 DOCUMENTATION AND ESCROW.

a. SALES & Service Documentation. ASA shall provide to PRESSTEK, at
no cost, all engineering drawings and documentation (by part number) which,
based on mutual agreement between both the parties, are necessary or appropriate
to fulfill PRESSTEK's service obligations for the Product(s). ASA shall furnish
to PRESSTEK, on an ongoing basis during the term hereof, free of charge,
Documentation as PRESSTEK may reasonably request in English and other languages
to be mutually agreed. In accordance with the foregoing, PRESSTEK may, at its
option and expense, include Product

descriptions and other information in any PRESSTEK or PRESSTEK-approved
literature, prepare PRESSTEK promotional literature relating to Products and
distribute the same to its sales force and customers, and include portions of
ASA's copyrighted works in such literature.

b. CUSTOMER DOCUMENTATION AND OTHER INFORMATION. ASA will provide at
no cost to PRESSTEK one (1) full, complete and accurate set of user or operator
manuals for the Products (in the English and other languages mutually agreed) so
that PRESSTEK can, on a periodic basis and as new changes or additions occur,
make copies thereof and distribute the same to its sales force and customers.
During the term of this Agreement, PRESSTEK may also include Product(s)
description and information in any PRESSTEK-approved literature. The
distribution of such literature by PRESSTEK will be at their sole expense.

c. ESCROW. With respect to software components of the Products, the
parties shall execute within 90 days of the date hereof an Escrow Agreement
similar to what is attached hereto as Exhibit L with a third-party escrow agent
to permit access to ASA's software or source code for the Products upon any
material failure by ASA to maintain and/or support the software embedded in the
Products.

5.5 TERMINATION OF LICENSE.

a. Upon termination of this Agreement for a material breach,
PRESSTEK's license shall immediately terminate and PRESSTEK shall immediately
thereafter cease and desist from use of any of ASA's Proprietary Rights.

b. Upon termination of this Agreement for a material breach, ASA's
license shall immediately terminate and ASA shall immediately thereafter cease
and desist from use of any of PRESSTEK's Proprietary Rights.

ARTICLE 6
TRADEMARKS

6.1 USE OF TRADEMARKS. The Parties hereby grant to each other a
non-exclusive, non-transferable, and royalty-free right and license to use the
respective trademarks specified in Exhibit H attached hereto, as such Exhibit
may be modified from time to time during the term of this Agreement, in
connection with the sale or other distribution, promotion, advertising and
maintenance of the Purchased Goods for so long as such trademarks are used by
the Parties in accordance with agreed standards, specifications and
instructions, but in no event beyond, the term of this Agreement. The rights
granted are only for distribution, advertising, and sale of the ADAST 547A DI
Presses and the ADAT 557A DI Presses. The Parties shall afford each other
reasonable opportunities during the term hereof to inspect and monitor their
activities in order to ensure their use of the trademarks in accordance with the
agreed-upon standards and instructions. The Parties shall acquire no right,
title or interest in such other Party's trademarks other than

the foregoing limited license, and the Parties shall not use each other's
trademarks as part of their corporate or trade name or permit any third party to
do so without the prior written consent of the other Party.

6.2 MARKINGS. Neither Party shall, without the prior written consent of the
other Party, remove or alter any patent numbers, trade names, trademarks,
notices, serial numbers, labels, tags or other identifying marks, symbols or
legends affixed to any Purchased Goods or containers or packages, except as set
forth in this Agreement.

6.3 INFRINGEMENTS. Each party shall promptly notify the other of any use by
any third party of the other's trademarks or any use by such third parties of
similar marks which may constitute an infringement or passing off of the other's
trademarks. Each party whose trademark is being infringed reserves the right in
its sole discretion to institute any proceedings against such third party
infringers and the other party shall refrain from doing so. The party whose
trademark is not being infringed agrees to cooperate fully with the other party
in any action taken by the other party against such third parties, provided that
all expenses of such action shall be borne by the other party and all damages
which may be awarded or agreed upon in settlement of such action shall accrue to
the other party.

6.4 INDEMNIFICATION.

a. INDEMNIFICATION BY ASA. (i) If a third party claims that any Press
violates any applicable safety or regulatory standard or has caused
personal injury, including death, or damage to property, ASA will defend
PRESSTEK, and PRESSTEK's respective authorized resellers, customers and
officers, directors employees and representatives ("PRESSTEK Indemnitees")
against that claim at ASA's expense. ASA's obligation to defend any such
claim arises upon PRESSTEK promptly notifying ASA in writing of the claim,
and allowing ASA to control, and to cooperate with ASA in, the defense of
the claim or any settlement.

(ii) If a third party claims that any ASA Proprietary Right or Press
infringes a patent, copyright, trademark or trade secret, ASA, at ASA's
expense will defend PRESSTEK's Indemnitees against that claim and either
(A) procure for PRESSTEK Indemnitees the right to continue using the ASA
Proprietary Right or Press that is the subject of the claim; or (B) modify
or replace the ASA Proprietary Right or Press with non-infringing
components having the same or substantially equivalent features and
functionality. If neither option A nor B is available to ASA, ASA shall
refund a portion of the license fee based on the depreciated value of the
Software. ASA's obligations to defend PRESSTEK Indemnitees and either
procure license(s) or modify or replace the ASA Proprietary Right or Press
(as those obligations are described in this paragraph) arise upon PRESSTEK
promptly notifying ASA in writing of the claim, and allowing ASA to
control, and to cooperate with ASA in, the defense of the claim or any
settlement.

b. INDEMNIFICATION BY PRESSTEK. (i) If a third party claims that any
Presstek Kit violates any applicable safety or regulatory standard or has
caused personal injury, including death, or damage to property, PRESSTEK
will defend ASA, and ASA's respective

authorized resellers, customers and officers, directors employees and
representatives ("ASA Indemnitees") against that claim at PRESSTEK's
expense. PRESSTEK's obligation to defend any such claim arises upon
ASA promptly notifying PRESSTEK in writing of the claim, and allowing
PRESSTEK to control, and to cooperate with PRESSTEK in, the defense
of the claim or any settlement.

(ii) If a third party claims that any PRESSTEK Proprietary
Right or Presstek Kit infringes a patent, copyright, trademark or
trade secret, PRESSTEK, at PRESSTEK's expense will defend ASA
Indemnitees against that claim and either (A) procure for ASA
Indemnitees the right to continue using the PRESSTEK Proprietary
Right or Presstek Kit that is the subject of the claim; or (B) modify
or replace the PRESSTEK Proprietary Right or Presstek Kit with
non-infringing components having the same or substantially equivalent
features and functionality. If neither option A nor B is available to
PRESSTEK, PRESSTEK shall refund a portion of the license fee based on
the depreciated value of the Software. PRESSTEK's obligations to
defend ASA Indemnitees and either procure license(s) or modify or
replace the PRESSTEK Proprietary Right or Presstek Kit (as those
obligations are described in this paragraph) arise upon ASA promptly
notifying PRESSTEK in writing of the claim, and allowing PRESSTEK to
control, and to cooperate with PRESSTEK in, the defense of the claim
or any settlement.

6.5 TERMINATION OF USE.

a. PRESSTEK acknowledges ASA's Proprietary Rights and rights in and
to the ASA trademarks and any tradenames regularly applied by ASA to the
Purchased Goods, and PRESSTEK hereby waives in favor of ASA all rights to any
trademarks, tradenames and logotypes now or hereafter originated by ASA.
PRESSTEK shall not adopt, use or register any words, phrases or symbols which
are identical to or confusingly similar to any ASA's trademarks. Upon
termination of this Agreement, PRESSTEK shall cease and desist from use of the
ASA trademarks in any manner. In addition, PRESSTEK hereby empowers ASA and
agrees to assist ASA, if requested, to cancel, revoke or withdraw any
governmental registration or authorization permitting PRESSTEK to use ASA
trademarks.

b. ASA acknowledges PRESSTEK's Proprietary Rights and rights in and
to the PRESSTEK trademarks and any tradenames regularly applied by PRESSTEK to
the Purchased Goods, and ASA hereby waives in favor of PRESSTEK all rights to
any trademarks, tradenames and logotypes now or hereafter originated by
PRESSTEK. ASA shall not adopt, use or register any words, phrases or symbols
which are identical to or confusingly similar to any PRESSTEK's trademarks. Upon
termination of this Agreement, ASA shall cease and desist from use of the
PRESSTEK trademarks in any manner. In addition, ASA hereby empowers PRESSTEK and
agrees to assist PRESSTEK, if requested, to cancel, revoke or withdraw any
governmental registration or authorization permitting ASA to use PRESSTEK
trademarks.

ARTICLE 7
COMPLIANCE

7.1 COMPLIANCE. Each Party agrees that it shall use commercial reasonable
efforts to comply with and act in a manner contemplated by the provisions of
this Agreement and so as to implement to their full extent the provisions of his
Agreement, and to the extent, if any, which may be permitted by law, shall cause
its respective nominee, directors, agents and employees, if any, to act
accordingly. Nevertheless, notwithstanding anything contained in this Agreement,
the Parties shall so conduct their affairs as to comply with any law (statutory
or otherwise), regulation or other legal requirement applicable to them.

ARTICLE 8
TERM AND TERMINATION

8.1 EFFECTIVE DATE. This Agreement shall take effect as of the date first
above written.

8.2 TERM. The term of this Agreement shall commence upon signature by the
last party to execute the Agreement and continue in full force and effect until
[CONFIDENTIAL TREATMENT REQUESTED]/*/. The parties agree that not less than
[CONFIDENTIAL TREATMENT REQUESTED]/*/ days prior to the expiration of any term
or renewal term, either party may notify the other party in writing of
nonrenewal or, in the absence of such notification, the parties agree to
negotiate in good faith any modifications and/or other terms and conditions for
such renewal..

8.3 TERMINATION OF WORK. If all or part of the work is terminated prior to
its completion, such work shall be deemed to have been executed to the extent of
the state of progress which ASA had reached as of the date of termination.
Except as specifically agreed in writing, termination shall not relieve either
Party or any obligation arising out of work performed prior to termination.
Charges for the terminated portion of contracts are payable by PRESSTEK to ASA
upon submission of ASA's invoices to PRESSTEK for the Purchased Goods.

8.4 TERMINATION FOR A MATERIAL BREACH. In the event of a Material Breach,
in addition the rights provided elsewhere in this Agreement, the party which did
not commit or cause the Material Breach shall have the right to terminate this
Agreement by providing written notice of termination to the other party setting
forth the Material Breach(es) and stating that this Agreement will be terminated
sixty days from the receipt of the notice. The party receiving the notice shall
then have sixty days after receipt of the notice of termination to cure the
Material Breach. If the Material Breach is cured within the sixty-day period,
the Agreement shall not be terminated.

ARTICLE 9
RELATIONSHIP OF THE PARTIES

9.1 RELATIONSHIP. Nothing contained in this Agreement shall be deemed to:

a. make either party or any employees of such party the agent,
employee, joint venture or partner of the other party; or

b. provide either party or any employee of such party with the power
or authority to act on behalf of the other party or to bind the other party to
any contract, agreement or arrangement with any other person.

9.2 EMPLOYEES. All personnel employed or otherwise engaged by either party
shall be the agents, servant, and employee of such party only, and the other
party shall incur no obligations or liabilities, express or implied, by reason
of the conduct of such personnel.

ARTICLE 10
CONFIDENTIALITY

10.1 ACKNOWLEDGMENT.

a. PRESSTEK acknowledges and agrees that all ASA's information
delivered or shared under this Agreement is confidential and proprietary to ASA.
PRESSTEK agrees not to use any of such ASA information during the form of this
Agreement and for a period of [CONFIDENTIAL TREATMENT REQUESTED]/*/ years from
the date of disclosure for any purpose other than as permitted hereunder or
required for PRESSTEK's performance hereunder. PRESSTEK further agrees not to
disclose or provide any of such ASA information to any third party and to take
all necessary measures to prevent such disclosure by PRESSTEK's employer,
agents, contractors, or consultants during the term hereof and for a period of
[CONFIDENTIAL TREATMENT REQUESTED]/*/ years from the date of disclosure.

b. ASA acknowledges and agrees that all PRESSTEK's information
delivered or shared under this Agreement is confidential and proprietary to
PRESSTEK. ASA agrees not to use any of such PRESSTEK information during the form
of this Agreement and for a period of [CONFIDENTIAL TREATMENT REQUESTED]/*/
years from the date of disclosure for any purpose other than as permitted
hereunder or required for ASA's performance hereunder. ASA further agrees not to
disclose or provide any of such ASA information to any third party and to take
all necessary measures to prevent such disclosure by ASA's employer, agents,
contractors, or consultants during the term hereof and for a period of
[CONFIDENTIAL TREATMENT REQUESTED]/*/ years from the date of disclosure.

10.2 CONFIDENTIALITY AGREEMENT. A confidentiality agreement, which is
currently in effect between the parties, is attached as Exhibit J (the
"Confidentiality Agreement"). The parties intend that the Confidentiality
Agreement is now applicable to this Agreement because this Agreement replaces
the agreement originally covered by the Confidentiality Agreement.

ARTICLE 11
LIMITATION OF REMEDIES

11.1 DELAY. Neither Party shall be liable for any loss or damage caused by
delay in furnishing the purchased goods or any other performance under or
pursuant to this Agreement.

11.2 SOLE REMEDIES. The sole and exclusive remedy for breach of any and all
warranties and either Party's sole liability for any such breach shall be
limited to the remedies for a Material Breach as set forth herein.

11.3 CONSEQUENTIAL DAMAGES. EXCEPT FOR THE PARTIES' OBLIGATIONS OF
INDEMNITY AS EXPRESSLY PROVIDED SECTION 6.4 AND THE OBLIGATIONS UNDER ARTICLE 10
OF THIS AGREEMENT, WHICH SHALL BE GOVERNED BY THEIR TERMS, IN NO EVENT SHALL
EITHER PARTY BE LIABLE TO THE OTHER OR ANY OTHER PERSON FOR ANY SPECIAL,
PUNITIVE, INCIDENTAL, CONSEQUENTIAL, OR OTHER INDIRECT DAMAGES OF ANY KIND,
INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS OR DAMAGES TO ANY PARTY'S BUSINESS
REPUTATION OR GOODWILL, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER
IN AN ACTION FOR CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE) OR
ANY OTHER LEGAL OR EQUITABLE GROUNDS, WHETHER OR NOT THE FIRST PARTY HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGE AND NOTWITHSTANDING THE FAILURE OF
ESSENTIAL PURPOSE OF ANY REMEDY. .

ARTICLE 12
FORCE MAJEURE

12.1 DEFINITION - Force Majeure shall mean any event or condition, not
existing as of the date of signature of this Agreement, not reasonably
foreseeable as of such date and not reasonably within the control of either
party, which prevents in whole or in material part the performance by the
parties of its obligations hereunder or which renders the performance of such
obligations so difficult or costly as to make such performance commercially
unreasonable. Without limiting the foregoing, the following shall constitute
events or conditions of Force Majeure: acts of State or governmental action,
orders, legislation, regulations, restrictions, riots, disturbance, war
(declared or undeclared), prohibition of import or export of goods and covered
by this Agreement, epidemics, fire, flood, hurricane, typhoon, earthquake,
lightning and explosion. If by any of the above-mentioned causes, an allocation
of supplies must be made, the parties hereby agree that such allocation will be
fairly made.

12.2 NOTICE - Upon giving written notice to the other party, a party
affected by an event of Force Majeure shall be released without any liability on
its apart from the performance of its obligations under this Agreement, except
for the obligation to pay any amounts due and owing hereunder, but only to the
extent and only for the period that its performance of such obligations is
prevented by the event of Force Majeure. Such notice shall include a description
of the nature of the event of Force Majeure, and its cause and possible
consequences. The party claiming Force Majeure shall promptly notify the other
party of the termination of such event.

12.3 CONFIRMATION - The party invoking Force Majeure shall provide to the
other party confirmation of the existence of the circumstances constituting
Force Majeure. Such evidence may consist of a statement or certificate of an
appropriate governmental department or agency where available, or a statement
describing in detail the facts claimed to constitute Force Majeure.

12.4 SUSPENSION OF PERFORMANCE - During the period that the performance by
one of the parties of its obligations under this Agreement has been suspended by
reason of an event of Force Majeure, the other party may likewise suspend the
performance of all or part of its obligations hereunder to the extent that such
suspension is commercially reasonable.

12.5 TERMINATION - Should the period of Force Majeure continue for more
than 90 days, either party may terminate this Agreement without liability to the
other party, except for payments due to such date, upon giving written notice to
the other party.

ARTICLE 13
DISPUTE RESOLUTION

13.1 APPLICABLE LAW. This Agreement shall be governed and construed in
accordance with the laws of the State of New Hampshire.

13.2 ARBITRATION. In the event of any dispute, controversy or claim arising
out of, in connection with, or in relation to this Agreement or breach thereof,
the parties shall attempt to resolve such matter by means of mediation between
and among the senior executives of PRESSTEK and ASA. In the event such mediation
is unsuccessful after 60 days, then any such dispute, controversy or claim
arising out of, in connection with, or in relation to this Agreement or breach
thereof (except for claims for which equitable relief is sought or claims
related to infringement) shall be settled by arbitration in accordance with the
rules of the American Arbitration Association then in force except those
provisions of the rules governing arbitrability. The parties agree to (i)
appoint an arbitrator who is knowledgeable in and familiar with the printing and
imaging industry, and instruct the arbitrator to follow substantive rules of
law; (ii) require the testimony to be transcribed; and (iii) require the award
to be accompanied by findings of fact and a statement of reasons for the
decision. The arbitrator shall have the authority to permit discovery, to the
extent deemed appropriate by the arbitrator, upon request of a party. The
arbitrator shall have no power or authority to add to or detract from the
written agreement of the parties. All costs and expenses, including attorneys'
and the arbitrator's fees, of all parties incurred in any dispute which is
determined and/or settled by arbitration pursuant to this section shall be borne
equally by the parties.. Except where clearly prevented by the area of dispute,
both parties agree to continue performing their respective obligations under
this Agreement while the dispute is being resolved. Any award shall be final,
binding and conclusive upon the parties and a judgment rendered thereon may be
entered in any court having jurisdiction thereof. This Section shall not limit
the right of any party to xxx for injunctive relief, for a breach of the
confidential obligations under the Confidentiality Agreement, for indemnified
matter or a violation of the license rights granted herein.

13.3 ARBITRATION FORUM. The arbitration shall take place in Washington,
D.C.

ARTICLE 14
GENERAL CONDITION

14.1 THIRD PARTIES. Except as specifically set forth or referred to herein,
nothing herein expressed or implied is intended or shall be construed to confer
upon or give to any Person, other than the Parties and their respective
successors and assigns, any rights or remedies under or by reason of this
Agreement.

14.2 SEVERABILITY. If in any jurisdiction, any provision of this Agreement
or its application to any party or circumstance is restricted, prohibited or
unenforceable, such provision shall, as to such jurisdiction, be ineffective
only to the extent of such restriction, prohibition or unenforceability without
invalidating the remaining provisions hereof and without affecting the validity
or enforceability of such provision in any other jurisdiction or its application
to other parties or circumstances.

14.3 MODIFICATION OR WAIVER. No failure or delay on the part of any Party
in exercising any power or right hereunder shall operate as a waiver thereof,
nor shall any single or partial exercise of any such right or power preclude any
further or other exercise thereof or the exercise of any other right or power
hereunder. No modification or waiver of any provision of this Agreement nor
consent to any departure by any Party therefrom shall in any event be effective
until the same shall be in writing and then such waiver or consent shall be
effective only in the specific instance and for the specific purpose for which
given, it being recognized, however, that any provision of his Agreement may be
modified or waived by the written agreement of all parties hereto. No notice to
or demand on any party in any case shall entitle such party to any other or
further notice or demand in similar or other circumstances except as
specifically provided herein.

14.4 BENEFIT OF THE AGREEMENT. This Agreement shall enure to the benefit of
and be binding upon the respective heirs, executors, administrators, successors
and permitted assigns of the Parties hereto.

14.5 WAIVER. Waiver by either party hereto of any breach or default of the
terms and conditions of this Agreement shall not operate as a waiver of any
other breach or default, whether similar to or different from the breach or
default.

14.6 COSTS AND EXPENSES. Except as otherwise provided in this Agreement,
each party hereto shall be responsible for its own expenses incurred in
connection with the performance of its obligations under this Agreement, unless
otherwise agreed by the parties hereto.

14.7 ENTIRE AGREEMENT. This Agreement and the Exhibits hereto represent the
entire understanding and agreement between the parties hereto with respect to
the ADAST 547ADI Press and the ADAST 557A DI Press (collectively the "Covered
Presses"), and supersede all prior negotiations, representations, and agreements
made by and between the parries with respect to the Covered Presses, only. No
alteration, amendment or modification of any of the terms or provisions of this
Agreement shall be-valid unless made pursuant to an instrument in writing signed
by each of the parties hereto.

14.8 NON-ASSIGNMENT. A party to this Agreement may not assign its rights
and obligations under this Agreement without the consent of the other party;
provided, however, that each party may assign this Agreement in connection with
(a) the sale of all or substantially all of the capital stock or assets of such
party, or (b) the acquisition by a third party of a party to this Agreement by
merger, consolidation, reorganization or other business combination whereby more
than fifty (50) percent of the voting securities of a party to this Agreement
are sold or transferred to a third party (a "Business Combination"). .

14.9 NOTICES. All notices provided for in this Agreement shall be effective
when they are delivered in writing. A copy of a notice can be sent by facsimile
to the receiving party, while the original can be sent by a registered letter or
courier service having written acknowledgment or served by personal delivery, at
the following addresses:

If to PRESSTEK:
--------------

Xx. Xxxxxx X. Xxxxxxx
CEO
Presstek, Inc.
00 Xxxxxxxxx Xxxxx,
Xxxxxx, Xxx Xxxxxxxxx 00000
Fax: (000) 000-0000

If to ADAST:
-----------

JUDr. Xxxxx Xxxxx Chairman of the Board of Directos
ADAMOVSKE STROJIRNY a.s.
Xxxxxx 0
000 00 Xxxxxx
Xxxxx Xxxxxxxx
Fax: x000 000 000000

and

Kvitoslav Xxxxxx
Deputy Chairman of the Board of Directors ADAMOVSKE
STROJIRNY a.s.
Xxxxxx 0
000 00 Xxxxxx
Xxxxx Xxxxxxxx
Fax: x000 000 000000

or such other addresses either party shall hereinafter designate in writing to
the other party.

14.10 INVALIDITY OF PROVISION. If any of the provisions of this Agreement
shall contravene the laws of any country, it is agreed that such invalidity or
illegality shall not invalidate the whole agreement, but this Agreement shall be
construed as if it did not contain the provisions claimed or held to be invalid
or illegal in the particular jurisdiction concerned, Insofar as such
construction does not materially affect the substance of this Agreement, and the
rights and obligations of the parties hereto shall be construed and enforced
accordingly. In the event, however, that such claimed invalidity or illegality
shall substantially after the relationship between the parties hereto materially
affecting adversely the interest of either party, then the parties hereto shall
negotiate a mutually acceptable alternative provision not conflicting with such
laws.

14.11 NON COMPETITION. During the term of this Agreement, ASA and its
Subsidiaries, affiliates and related companies shall not directly or indirectly
engage in the manufacture or sale of the ADAST 547A DI and ADAST 557A DI Press
lines with on-press imaging, except in conjunction with PRESSTEK pursuant to
this Agreement. During the term of this Agreement, PRESSTEK shall not grant,
directly or indirectly, any license under the Proprietary Rights of PRESSTEK to
any other company which manufactures or will manufacture printing presses in the
Czech Republic or India.

14.12 FINAL PROVISIONS. This Agreement is executed in the English language.
Each of the parties shall receive 2 counterparts in the Agreement. The Exhibits
form an integral part of this Agreement and are equally executed in the English
language. The absence of drafts for Exhibits L and M do not render this
Agreement invalid; and this Agreement shall be a binding agreement in the
absence of such exhibits. This Agreement may be amended or modified in the form
of a rider if so agreed to in writing by the parties hereto.

14.13 EXHIBIT LIST. The following is a list of exhibits to this Agreement:

Exhibit A: Panel finish, details of deliveries and options
Exhibit B: Delivery Schedule
Exhibit C: Prices and payment terms for Presses
Exhibit D: Prices for PRESSTEK DI Kits
Exhibit E: Technical specifications of presses
Exhibit F: Test Specifications 9057015
Exhibit G: Specification of Presstek DI Kits
Exhibit H: Trade Marks
Exhibit I: Confidentiality agreement
Exhibit J Example of Source Code Escrow Agreement
Exhibit K: ASA Geographic Region
Exhibit L: Technical Specification for PRESSTEK DI Kit
Exhibit M: Service Agreement

IN WITNESS WHEREOF, the parties hereto have caused this Master
Agreement to be executed by their duly authorized officers or representatives.
Either party shall receive two copies of the Agreement.

PRESSTEK, INC.

By: /s/ Xxxxxx Xxxxxxx
Witness: Name: Xxxxxx Xxxxxxx
Title: CEO
By: /s/ Xxxxx Xxxxxxx
Title: Program Manager Date: 4-24-01
------------------------

ADAMOVSKE STROJIRNY a.s., Mirova 2

By: /s/ Xxxxx Xxxxx
Witness: Name: Xxxxx Xxxxx
Title: Chairman of the Board
By: illegible
Title: D1 Project Manager Date: 4-24-01
------------------------

Witness: By: /s/ Xxxxxx Kuetoslav
Name: Xxxxxx Kuetoslav
Title: General Manager
By: illegible
Title: illegible Date: 4/24/01
------------------------
26

EXHIBIT A
PANEL FINISHES DETAILS OF DELIVERIES AND OPTIONS

1. Panel finishes

a) colors: manufacturer is TIGERWERK
SPRUCE GREEN AD002
QUARTZ WHITE AD001
RAL 7037 base of sidewalks and console

Samples agreed by Presstek on 28.11.00.

b) Placement of colors as per attached drawing 2950666
(attached hereto as Exhibit A-1)

c) Press markings as in attached Figures (attached hereto
as Exhibits A-2 and A-3, respectively).

2. Details of deliveries

a) an order has to be confirmed [CONFIDENTIAL TREATMENT
REQUESTED]/*/ months prior to expected shipment date,
until lead time is reduced to [CONFIDENTIAL TREATMENT
REQUESTED]/*/ months, at which time orders will be
confirmed at [CONFIDENTIAL TREATMENT REQUESTED]/*/
months out;

b) an order has to specify exact configuration of the
machine - perfector or not, 4 and 5 color press,
voltage and frequency (U,f);

c) [CONFIDENTIAL TREATMENT REQUESTED]/*/ days prior to
shipment, final machine configuration needs to be
specified: electrical configuration; perfector or not;
position of perfector and number of colors (can change
from original order in [CONFIDENTIAL TREATMENT
REQUESTED]/*/ % of cases);

d) technical documentation will be on English only and
supplied in electronic format.

3. DETAILS OF OPTIONS

a) the only option is a perfector.

Further options can be added as agreed upon by both parties.

Exhibit A-1

This is a schematic diagram of a press.

This is a schematic diagram indicating the position of certain logos.

EXHIBIT B
DELIVERY SCHEDULE

YEAR
--------------------------------------------------------------------------------------------
2001 MONTH 1 2 3 4 5 6 7 8 9 10 11 12 TOTAL FOR YEAR:
-------------- --------- --- --- --- --- --- --- --- --- --- ---- ---- ---- ----------------
PRODUCTION No. Pcs 0 0 [ CONFIDENTIAL TREATMENT REQUESTED ] /*/

YEAR
--------------------------------------------------------------------------------------------
2001 MONTH 1 2 3 4 5 6 7 8 9 10 11 12 TOTAL FOR YEAR:
-------------- --------- --- --- --- --- --- --- --- --- --- ---- ---- ---- ----------------
PRE-PRODUCTION No. Pcs 0 0 [ CONFIDENTIAL TREATMENT REQUESTED ] /*/

YEAR
--------------------------------------------------------------------------------------------
2002 MONTH 1 2 3 4 5 6 7 8 9 10 11 12 TOTAL FOR YEAR:
-------------- --------- --- --- --- --- --- --- --- --- --- ---- ---- ---- ----------------
No. Pcs [ CONFIDENTIAL TREATMENT REQUESTED ] /*/

YEAR
--------------------------------------------------------------------------------------------
2003 MONTH 1 2 3 4 5 6 7 8 9 10 11 12 TOTAL FOR YEAR:
-------------- --------- --- --- --- --- --- --- --- --- --- ---- ---- ---- ----------------
No. Pcs [ CONFIDENTIAL TREATMENT REQUESTED ] /*/

TOTAL FOR 3 YEARS: *

STARTING IN MARCH, 2001, ASA SHALL BEGIN DELIVERY OF THE PURCHASED GOODS TO
Presstek AS SET FORTH ABOVE

*For years 2002 and 2003, all Pcs will be Production Units.

EXHIBIT C
PRICES AND PAYMENT TERMS

Prices of ADAST 547A DI and ADAST 557A DI presses

a) The prices for ADAST 547A DI and ADAST 557A DI to PRESSTEK are valid
for the year [CONFIDENTIAL TREATMENT REQUESTED]/*/ and are based on
the technical specifications defined in EXHIBIT E of this Agreement
and for manufacturing specifications valid as of the date of signing
of this Agreement.

b) Any additional design and development changes of the press or
modifications to the existing format that will result in a change of
the manufacturing specification of the press or its components
incorporated within a separate agreement agreed by both parties,
including the price.

c) Parties to this Agreement consent that, should the annual inflation
rate be greater than [CONFIDENTIAL TREATMENT REQUESTED]/*/ % of the
average of OECD-Europe [CONFIDENTIAL TREATMENT REQUESTED]/*/and the
United States based on OECD official statistic data, (hereinafter the
"Blended Inflation Index") ASA shall have the right to increase the
price of Presses because of inflation by an amount equal to the
Blended Inflation Index, without protest from PRESSTEK, provided,
however, that, regardless of the amount of inflation reflected in the
Blended Inflation Index, at no time shall the price of Presses
increase more than [CONFIDENTIAL TREATMENT REQUESTED]/*/ % over the
previous year's price.

1) PRICES

PRESSES:

Type of presses 25-50 pcs 51-100 pcs 101-150 pcs 151-200 pcs
ADAST 547A DI [ CONFIDENTIAL TREATMENT REQUESTED ] /*/

ADAST 557A DI [ CONFIDENTIAL TREATMENT REQUESTED ] /*/

Above noted prices do not include the price for the cleaning unit.

Cleaning Unit:

Type of press 50-100 pcs 101-150 pcs 151-200 pcs
ADAST 547A DI [ CONFIDENTIAL TREATMENT REQUESTED ] /*/

ADAST 557A DI [ CONFIDENTIAL TREATMENT REQUESTED ] /*/

Above noted prices for cleaning units are valid for [CONFIDENTIAL TREATMENT
REQUESTED]/*/ pre-production presses and first [CONFIDENTIAL TREATMENT
REQUESTED]/*/ serial production presses. For future presses the price of
cleaning units will be negotiated in good faith and agreed by [CONFIDENTIAL
TREATMENT REQUESTED]/*/.

Above noted prices of Presses and Cleaning units are [CONFIDENTIAL TREATMENT
REQUESTED]/*/

THE FOLLOWING SPECIFICATIONS ARE INCLUDED IN THE ABOVE NOTED PRICES:

- single system two sucker feeder head
- Swing pre-xxxxxxx
- Form cylinder with printing plate re-winding mechanism
- Ink tray with divided blade
- - Inking form roller with axial movement
- [CONFIDENTIAL TREATMENT REQUESTED]/*/ T3.60 compressor
- [CONFIDENTIAL TREATMENT REQUESTED]/*/pneumatic system compressor
- Lubricating unit with automated control
- [CONFIDENTIAL TREATMENT REQUESTED]/*/ control system
- Remote control of register and inking unit from the control panel
[CONFIDENTIAL TREATMENT REQUESTED]/*/
- Modification of waterless offset including cooling aggregate
- Diode cooling including aggregate
- Without perfector
- Transfer drums with [CONFIDENTIAL TREATMENT REQUESTED]/*/ blanket
- Delivery drum with [CONFIDENTIAL TREATMENT REQUESTED]/*/ blanket
- Benches
- Includes the installation of the DI Kit on the Press
- Blanket washer
- Powder sprayer Grafix Junior
- [CONFIDENTIAL TREATMENT REQUESTED]/*/ delivery
- Ionization unit
- IR drying [CONFIDENTIAL TREATMENT REQUESTED]/*/
- High pile delivery
- Sheet decurler
- Without PRESSTEK DI Kit

OPTIONS

Ancillary equipment delivered on request (options)

ADAST 547A DI ADAST 557A DI
Perfector [CONFIDENTIAL TREATMENT REQUESTED]/*/

2) PAYMENT TERMS:

i. For orders placed in [CONFIDENTIAL TREATMENT REQUESTED]/*/,
PRESSTEK shall pay ASA based on an invoice for the product
delivered according to this Agreement as follows:

o [CONFIDENTIAL TREATMENT REQUESTED]/*/ % of sale price
no later than [CONFIDENTIAL TREATMENT REQUESTED]/*/
days from the receipt of an order by ASA

o [CONFIDENTIAL TREATMENT REQUESTED]/*/ % of sale price
[CONFIDENTIAL TREATMENT REQUESTED]/*/ days after the
receipt of an order with [CONFIDENTIAL TREATMENT
REQUESTED]/*/ month lead time, [CONFIDENTIAL TREATMENT
REQUESTED]/*/ days after receipt of order with
[CONFIDENTIAL TREATMENT REQUESTED]/*/ -month lead time

o [CONFIDENTIAL TREATMENT REQUESTED]/*/ % of sale price
no later than [CONFIDENTIAL TREATMENT REQUESTED]/*/
days after the delivery date

ii. If PRESSTEK defaults or does not adhere to the above noted
payment terms then PRESSTEK shall have been deemed to have
committed a Material Breach and ASA has the right to proceed
as set forth in the Agreement

iii. Changes in payment terms are not acceptable unless agreed
upon by both parties in advance and in writing and added as
a new EXHIBIT to the Agreement.

iv. Invoice values shall correspond with the actual quantity of
the presses ordered in the respective year according to
Article 1) of Exhibit C. If the preset quantity range of the
presses is exceeded, the price difference shall be included in
the order which is the first to exceed the range.

v. If either Party defaults or does not adhere to the above noted
payment terms then the non-adhering Party shall have been
deemed to have committed a Material Breach and the other Party
has the right to proceed as set forth in the Agreement

vi. Changes in payment terms are not acceptable unless agreed
upon by both parties in advance and in writing and added as
a new EXHIBIT to the Agreement.

vii. Presstek on the basis of the requirement of ADAST accepts or
issues necessary documents for the realization of factoring or
insurance of export orders to get credit on the basis of the
orders.

EXHIBIT D

PRICE OF PRESSTEK KIT

------------------------------------- ----------------------------------------
Press Type Presstek Kit
------------------------------------- ----------------------------------------
For ADAST 547A DI $[CONFIDENTIAL TREATMENT REQUESTED]/*/
------------------------------------- ----------------------------------------
For ADAST 557A DI $[CONFIDENTIAL TREATMENT REQUESTED]/*/
------------------------------------- ----------------------------------------

OPTION

DI Server plus Harlequin RIP $[CONFIDENTIAL TREATMENT REQUESTED]/*/

EXHIBIT E

TECHNICAL SPECIFICATIONS TP 021.525.124
[CONFIDENTIAL TREATMENT REQUESTED]/*/

EXHIBIT F

TEST SPECIFICATIONS 9057015
[CONFIDENTIAL TREATMENT REQUESTED]/*/

EXHIBIT G
SPECIFICATION OF PRESSTEK KIT

547A DI Kit- No. [CONFIDENTIAL TREATMENT REQUESTED]/*/
[CONFIDENTIAL TREATMENT REQUESTED]/*/Integrated Head 4
[CONFIDENTIAL TREATMENT REQUESTED]/*/Firewire Kit, 4-color press 1
[CONFIDENTIAL TREATMENT REQUESTED]/*/Support kit, 4-color press 1
[CONFIDENTIAL TREATMENT REQUESTED]/*/Computer assembly, Firestation, PAX DI 1
Set of rolls with plate material, take-up spools
and roll ends, 4-color press 1

RIP - Harlequin (Optional) 1

557A DI Kit- No. [CONFIDENTIAL TREATMENT REQUESTED]/*/
[CONFIDENTIAL TREATMENT REQUESTED]/*/Integrated Head 5
[CONFIDENTIAL TREATMENT REQUESTED]/*/Firewire Kit, 5-color press 1
[CONFIDENTIAL TREATMENT REQUESTED]/*/Support kit, 5-color press 1
[CONFIDENTIAL TREATMENT REQUESTED]/*/Computer assembly, Firestation, PAX DI 1
Set of rolls with plate material, take-up spools
and roll ends, 5-color press 1

RIP - Harlequin (Optional) 1

The above described components represent all components required to make up the
Presstek Kits and when properly installed will allow the Press to function as
described in Exhibit E of this contract.

The price of a Presstek Kit is specified in Exhibit D.

EXHIBIT H
TRADE MARKS

Adast Trade Xxxx screen shot image (upper center)

DI Trade Xxxx screen shot image (middle center)

Presstek Trade Xxxx screen shot image (lower center)

EXHIBIT I
CONFIDENTIALITY AGREEMENT

THIS CONFIDENTIALITY AGREEMENT (the "Confidentiality Agreement") is
made and entered into as of the 14th day of March, 2000, by and between
Presstek, Inc. having an office and place of business at 0 Xxxxxxxxxx Xxxxxx,
Xxxxxx, Xxx Xxxxxxxxx 00000, XXX (hereinafter referred to as "PRESSTEK"), and
ADAMOVSKE STROJIRNY a.s., Mirova 2, organized and existing under the laws of the
Czech Republic, having an office and place of business at 67904 Xxxxxx, Czech
Republic (hereinafter "ADAST").

WHEREAS, PRESSTEK and ADAST, simultaneous with the execution of this
Confidentiality Agreement, are entering into a development and supply agreement
(the "Agreement"); WHEREAS, PRESSTEK, Omnitrade Industrial Company, and ADAST
are parties to a confidentiality agreement to hold certain information
confidential dated March 13, 1997 which is replaced by this Confidentiality
Agreement;

WHEREAS, PRESSTEK and ADAST may need to disclose to each other
certain confidential and proprietary information including trade secrets and
information contained in pending patent applications relating to their
respective technologies;

WHEREAS, the parties now desire to provide in more detail for the
preservation of confidential information disclosed by one party to the other in
the course of their dealings;

NOW, THEREFORE, in consideration of the mutual promises herein
contained, the parties have agreed as follows:

1. Information communicated by one party (the "Disclosing Party") to
the other (the "Receiving Party") which the Disclosing Party considers
confidential shall, when communicated in documentary form or on computer tape or
disc, be marked as "Confidential" In the event information is communicated
orally or by transfer of non-documentary materials, the confidential nature of
such information shall be confirmed to the Receiving Party in writing within
twenty days after such disclosure. "Confidential Information" shall mean any and
all information in any form with respect to the Disclosing Party's technical or
business matters which are designated by the Disclosing Party as "confidential"
in the manner set forth above. Notwithstanding the provisions of this paragraph,
it is agreed that all disclosure of information with respect to said subjects
shall be considered "Confidential Information," regardless of the form in which
it is communicated and whether marked "confidential" or not, unless otherwise
indicated in writing by the Disclosing Party.

2. The Receiving Party shall maintain all Confidential Information of
the Disclosing Party in strict confidence, shall not publish, disseminate,
disclose or otherwise make such Confidential Information available to any third
party, and shall not use such Confidential Information for any purpose other
than for the benefit of the Disclosing Party in a manner approved by the
Disclosing Party. The Receiving Party agrees to limit the dissemination of, and
access to, the Confidential Information to employees of the Receiving Party
(together with its legal advisors) who have a "need to know" such information,
provided that such employees shall

have entered into appropriate confidentiality relationships with the Receiving
Party so as to ensure that the Receiving Party has the legal right to implement
the terms and conditions of this Confidentiality Agreement.

3. Notwithstanding paragraph 2 of this Confidentiality Agreement, the
obligations of confidentiality and non-use on the part of the Receiving Party
shall not apply to information which:

(a) the Receiving Party can establish was publicly known or was
known to the Receiving Party at the time of disclosure;

(b) becomes publicly known subsequent to the time of disclosure,
provided that such public knowledge is not the result of disclosure of
Confidential Information by the Receiving Party;

(d) is required to be disclosed by applicable law, regulation or
legal process (whether by subpoena, civil investigative demand, or other similar
process), provided that if the Receiving Party is so required to disclose any of
the Confidential Information the Receiving Party will provide the Disclosing
Party with prompt notice of any such request of which the Receiving Party has
knowledge so that the Disclosing Party may seek a protective order or other
appropriate remedy or waive the Receiving Party's compliance with the provisions
of this Confidentiality Agreement, as appropriate. Regardless of whether the
Disclosing Party waives compliance with the terms hereof, or whether a
protective order or other appropriate remedy is

obtained, the Receiving Party will furnish only that portion of the Confidential
Information which is required to be disclosed by such applicable law, regulation
or legal process.

4. At the request of the Disclosing Party, and subject to the
obligations of the Disclosing Party, if any, under the Agreement, all
Confidential Information in any tangible form received by the Receiving Party
and all documents, notes, sketches, prototypes, discs, tapes, records or other
written materials prepared by the Receiving Party containing or reflecting such
Confidential Information or abstracts or summaries thereof shall be promptly
returned to the Disclosing Party, together with all copies thereof.

5. Nothing contained in this Confidentiality Agreement shall be
construed as requiring either party to disclose any specific information to the
other, nor as a grant by implication, estoppel or otherwise of any license to
make, have made, use or sell any product or as a license under any patent,
patent application, utility model, copyright, trade secret or any other
proprietary right.

6. This Confidentiality Agreement shall be in force from the time it
is signed by both parties for a period of not less than [CONFIDENTIAL TREATMENT
REQUESTED]/*/ after such signature; provided that this Confidentiality Agreement
shall remain in force for so long as the Agreement remains in force and for a
period of [CONFIDENTIAL TREATMENT REQUESTED]/*/ thereafter; and provided further
that, as to documentation containing Confidential Information which is
designated by a party as "Super Confidential," this Confidentiality Agreement
shall

remain in force beyond the period specified in this paragraph for so long
as such information remains confidential.

7. The parties acknowledge and agree that a breach of this
Confidentiality Agreement by either of them would cause irreparable damage to
the non-breaching party, that such damage would be difficult to measure, and
that such damage may not be adequately compensated by monetary damages.
Consequently, the parties agree that each shall be entitled to equitable relief,
including injunction and specific performance, in the event of any breach of the
provisions of this Confidentiality Agreement, in addition to all remedies
available to the parties at law or in equity.

8. This Confidentiality Agreement contains the entire agreement
between the parties concerning disclosure and use of Confidential Information,
cannot be altered except by an agreement between the parties in writing, shall
be interpreted in accordance with the laws of England, and all parties to this
Confidentiality Agreement hereby subject themselves to the jurisdiction of the
Courts of England to enforce the provisions of this Confidentiality Agreement.

IN WITNESS WHEREOF, the parties have caused this Confidentiality
Agreement to be executed by their duly authorized representatives.

PRESSTEK, INC.

By: /s/ Xxxxxx X. Xxxxxxx
-------------------------------------------

Title: CEO
----------------------------------------

Date: 3-14-00
-----------------------------------------

ADAMOVSKE STROJIRNY a.s.

By: /s/ illegible
-------------------------------------------

Title: Chairman of the Board
----------------------------------------

Date: March 14, 2000
-----------------------------------------

By: /s/ illegible
-------------------------------------------

Title: Vice-Chairman of the Board
----------------------------------------

Date: March 14, 2000
-----------------------------------------

EXHIBIT J

SOURCE CODE ESCROW AGREEMENT
(WORKING DARFT)

This SOURCE CODE ESCROW AGREEMENT is entered into by and among DATA
SECURITIES INTERNATIONAL, INC. with offices ("DSI" or "HOLDER"); PRESSTEK, INC.,
a Delaware corporation ("LICENSOR"), with offices at 00 Xxxxxxxxx Xxxxx, Xxxxxx,
Xxx Xxxxxxxxx 00000; and ADAMOVSKE STROJIRNY a.s., a joint stock company
organized and existing under the laws of the Czech Republic, having an office
and place of business at Xxxxxx 0, 000 00 Xxxxxx, Xxxxx Xxxxxxxx (hereinafter
"ASA") (the "LICENSEE" or "LICENSEE").

RECITALS

A. Licensor and Licensee have entered or will enter into certain production
agreement involving the production of Presses certain proprietary software or
firmware technology of Licensor (referred to in this Agreement as the
"PRODUCTION AGREEMENT").

B. Licensor desires to avoid unauthorized use or disclosure of its proprietary
technology except under certain limited circumstances as defined herein.

C. The availability of the proprietary technology of Licensor is critical to
Licensee in the conduct of its business and, therefore, Licensee needs access to
the source code materials and other proprietary technology of Licensor under
certain limited circumstances if Licensor shall fail to maintain and support the
software described in the Production Agreement, or should Licensor experience
financial difficulties by becoming subject to bankruptcy or insolvency
proceedings, as defined herein.

D. Licensor and Licensee desire to establish an escrow with DSI to provide for
the retention, administration and controlled access of certain proprietary
technology materials of Licensor.

E. The parties desire this Agreement to be supplementary to the Production
Agreement pursuant to 00 Xxxxxx Xxxxxx Bankruptcy Code, Section 365(n). This
Agreement is entered into in furtherance of the provisions and objectives of
that certain Production Agreement.

For valuable consideration acknowledged by each, the parties agree that:

1. DEPOSIT. Licensor shall deposit with Holder those source code materials
specified in EXHIBIT A (the "DEPOSIT"). Licensor shall keep the Deposit
at the current revision level on an annual basis commencing with the
effective date of this Agreement. In addition, Licensor shall update the
Deposit at any time during the term or any renewal term of this Agreement
that Licensor issues a new, material version or release of the Deposit.
Licensor

also agrees to comply with Holder's reasonable requests for the deposit
or replacement of Deposit materials likely to physically degrade.

2. RETENTION OF REPLACED DEPOSIT. Holder will also retain all existing and
supplanted Deposit materials for the benefit of Licensee and Licensor.

3. VERIFICATION AND DELIVERY. The Deposit shall be packaged for storage as
reasonably instructed by Holder and accompanied by a cover sheet
identifying the contents as indicated in EXHIBIT A. Risk of loss or
damage to the Deposit materials during shipment shall lie with the
Licensor. Licensee shall have the right to verify, at its own expense,
each Deposit before shipment at Licensor's premises.

Licensor hereby grants Licensee and Holder, free of charge, at its own
expense, the right to use the facilities of Licensor, including its
computer systems, to as reasonably necessary to verify the Deposit. Such
right shall be exercised by 30 days' prior written notice from Licensee
to Licensor and inspection will occur during Licensor's normal business
hours without undue disruption of Licensor's business. At the expense of
Licensor, Licensor shall make available Licensor's technical support
personnel as reasonably necessary to verify the Deposit.

4. STORAGE OF DEPOSIT. Holder shall safekeep the Deposit in a security vault
and exercise the same high standard of care to protect the Deposit which
Holder would use to protect items of this nature which Holder might own,
but in no event less than that standard of care customary in the
industry.

5. USE AND NONDISCLOSURE. Except as expressly provided in this Agreement,
Holder shall not disclose or make any use whatsoever of the Deposit, nor
shall Holder disclose or make use of any confidential information
provided to Holder by Licensor or Licensee in connection with this
Agreement without the prior written consent of Licensor or Licensee,
respectively. These obligations shall continue indefinitely
notwithstanding any termination of this Agreement for any reason.

6. RECORDS AND AUDIT RIGHTS. Holder shall keep complete written records of
the activities undertaken and materials prepared pursuant to this
Agreement. Upon 10 days prior written notice to Holder during the term of
this Agreement, Licensor and Licensee shall be entitled to inspect and
request the records of Holder with respect to this Agreement at
reasonable times during normal business hours at Holder's facilities and
to inspect the Deposit required then to be held by Holder.

7. RELEASE OF DEPOSIT. If Licensee notifies Holder of the occurrence of a
release condition as defined in EXHIBIT B, Holder shall immediately
notify Licensor and provide Licensor with a copy of the notice from
Licensee. Licensor shall have ten (10) business days from the date

Holder sends its notice to notify Holder and Licensee that the release
condition has not occurred or has been cured. Failing such timely notice,
Holder shall release a copy of the Deposit to Licensee. However, if
Holder receives timely notice from Licensor, Holder shall not release a
copy of the Deposit but shall instead institute the Dispute Resolution
Process below within three (3) business days of such timely notice from
Licensor.

8. DISPUTE RESOLUTION PROCESS. Holder shall first notify Licensor and
Licensee in writing of contrary instructions from Licensee and Licensor
for release of the Deposit. Within five (5) business days after the date
the notice is sent by Holder, an independent referee shall be appointed
by the mutual agreement of Licensor and Licensee.

On the 20th business day after the dispute notice from Holder, the
referee shall meet at the San Diego, California offices of Holder, or
such other location as is mutually agreed upon by Licensor and Licensee,
and shall hear testimony and other evidence that Licensor and Licensee
may wish to present with respect to the dispute. The meetings shall be
conducted from 8:30 am. to 5:30 p.m. on no more than three (3)
consecutive business days, national holidays excluded. Licensee shall
present up to one day of evidence followed by up to one day of
presentation from Licensor, followed by a final day reserved for rebuttal
by each party in the morning and afternoon, respectively. Licensor,
Licensee and Holder agree that the evidence and results of the hearings
shall not be disclosed to third parties.

Within two business days after the close of the presentations, the
referee shall resolve the dispute by a written decision.

This dispute resolution process shall be the exclusive means for
resolving disputes regarding a release of the Deposit, and the decision
of the referees shall be final, conclusive, and enforceable by a court of
competent jurisdiction. All costs of the referee shall be split between
Licensor and Licensee.

Insofar as possible, the referee shall be, at the time of selection, a
partner or manager of a national or regional accounting or software
consulting firm (including the information processing, management
support, and affiliates thereof) not employed by or affiliated with the
Licensor or Licensee, and such referee shall be required to have relevant
experience in the field of computer software technology and licensing.
The sole issues for arbitration shall be whether there exists any
material failure of Licensor to provide any support for the Software
which it is obligated to provide under the Production Agreement and
whether there has occurred a "Release Condition" under EXHIBIT B.

9. JOINT RELEASE. Licensee and Licensor may, by joint written instruction to
Holder, authorize the release of the Deposit or a copy of it to the party
named in the instruction.

10. RIGHTS IN DEPOSIT. Licensee's rights in the Deposit are stated in EXHIBIT
C. This Agreement shall automatically terminate upon the termination of
the Production Agreement, and notice shall be provided by Licensor and
Licensee to Holder regarding such termination.

11. TERM AND TERMINATION. The account will renew each year on the anniversary
date upon receipt by Holder of the renewal fees.

If Holder does not receive the renewal fee from Licensee by the
anniversary date of this Agreement, Holder shall give notice to Licensor
and Licensee. If the fee is not received from Licensee within thirty days
of such notice, this Agreement shall automatically expire. Upon
expiration of this Agreement, Holder will return the Deposit to Licensor.
All obligations of Holder under this Agreement shall terminate
thereafter, except as provided in this Agreement.

12. FEES. All fees of Holder shall be due from Licensee in full upon receipt
of Holder's invoice. Fees shall be those specified in Holder's schedule
of fees in effect for the initial term of this Agreement plus taxes
(unless Licensee provides evidence of tax-exempt status), which schedule
of fees is attached as Exhibit X. Xxxxxx shall not increase fees during
the term of this Agreement.

13. ACCOUNT REPRESENTATIVE. Licensor, Licensee, and Holder shall each
designate an authorized individual to receive notices and otherwise act
on behalf of Licensor, Licensee and Holder in connection with this
Agreement. Representatives may be changed by prior written notice to the
other parties.

14. NOTICES. All notices for a release or a dispute in connection with this
Agreement shall be in writing addressed to the Account Representatives,
shall be sent by overnight courier service or electronic facsimile
transmission (with a confirmation copy to follow by first class mail,
postage prepaid) and shall be effective at the end of the next business
day following delivery.

15. AUTHENTICITY. Holder may act in reliance upon any instruction,
instrument, or signature believed to be genuine and may assume that it
has been duly authorized.

16. HOLD HARMLESS. Licensor and Licensee will hold Holder harmless against
any action regarding the release or refusal to release a copy of the
Deposit by Holder so long as Holder has acted in good faith and in
accordance with this Agreement. Licensee and Licensor agree to defend and
indemnify Holder and hold Holder harmless from and against any and all
claims, actions and suits, whether in contract or in tort, and from and
against any and all liabilities, losses, damages, costs, charges,
penalties, counsel fees, and other expenses of any nature (including,
without limitation, settlement costs) incurred by Holder as a result of

performance of the Agreement, except in the event of a judgment which
specifies that Holder acted in bad faith or with gross negligence or
willful misconduct.

17. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York without regard to its
conflict of laws principles.

18. PRIOR AGREEMENTS. The Production Agreement with each Licensee and this
Agreement, including the Exhibits to both Agreements, constitute the
entire agreement between the parties concerning the subject matter of
this Agreement and the Deposit, and shall supersede all previous
communications, representations, understandings, and agreements, oral or
written, between and among the parties. Licensor and Licensee acknowledge
that Holder has no knowledge of the terms and conditions contained in the
Production Agreement and that Holder's only obligations shall be as set
forth herein or in any other writing signed by Holder, Licensor and
Licensee.

19. SEVERABILITY. If any provision of this Agreement is held by any court to
be invalid or unenforceable, then that provision will be severed from
this Agreement and the remaining provisions shall continue in force.

20. ASSIGNMENT. No party may assign any rights or delegate any obligations
under this Agreement without the prior written consent of the others, and
any attempt to do so shall be deemed void, except as provided in the
Production Agreement. Any party may assign this Agreement to a successor
to all or substantially all the capital stock or assets of a party,
whether by sale, merger, tender offer or other form of acquisition.

21. WAIVER. Waivers of any right under this Agreement shall only be effective
if in writing signed by the party possessing the right.

22. EXHIBITS. The following Exhibits are made a part of this Agreement by
this reference:

Exhibit L-1: Deposit Materials
Exhibit L-2: Release Conditions
Exhibit L-3: Rights in Deposit
Exhibit L-4: Schedule of Fees
Exhibit L-5: Acceptance Form

IN WITNESS WHEREOF, the parties have executed this Master Source Code
Escrow Agreement by their duly authorized officers as of the date set forth
above.

DATA SECURITIES
INTERNATIONAL, INC. ASA (LICENSEE)

By: ____________________________ By: ___________________________

Title: ___________________________ Title: __________________________

PRESSTEK, INC. (LICENSOR)

By: _____________________________

Title: ____________________________

XXXXXXX X-0

XXXXXXX XXXXXXXXX

A. SOURCE CODE DEPOSIT MATERIALS

1. A copy of source code and all source code documentation,
listings, and programmers' notes relating to the design, use,
operation, and maintenance of all:

a. Licensor's proprietary Software as described in the
Production Agreement;

b. Modifications, enhancements, new versions or releases,
additions, code corrections, and workarounds of the Software
included in the Production Agreement;

c. Any of the above materials replaced by Licensor and retained
by Holder according to the terms of this Agreement; and

d. source code listings, program specifications, schematics,
system documentation, development tools and methodologies,
algorithms, flowcharts, modifications, enhancements, programmer
commentary, and all necessary data and technical information
relating to the Software which will enable a reasonably skilled
programmer to create, enhance, maintain, support and modify the
Software which is the subject of the Production Agreement, to
the extent available.

2. A description of the development system, hardware, software,
compilers, and the like sufficient for Licensee to continue
development and support of the Software included in the
Production Agreement.

3. The Deposit materials shall be in machine-readable form on
magnetic tape or diskette.

4. The source code shall be updated on an annual basis.

B. COVER SHEET FOR DELIVERY OF DEPOSIT

Deposit Account Name _____________________

Deposit Account Number ___________________

__ Deposit ____ Supplement to Deposit __ Replacement of Deposit

Software Name __________________________ Version ______________
Date _______________ CPU/OS ________________ Compiler _________
Application ___________________________________________________
Utilities needed ______________________________________________
Special Operating Instructions ________________________________
Media ___________________________ Quantity _____________________
Hardware Description __________________________________________

EXHIBIT L-2

RELEASE CONDITIONS

The Deposit shall be released to Licensee upon the occurrence of any of the
following events:

1. Failure of Licensor following Licensee's giving notice to Licensor, to
fulfill its Software support obligations as required within the time
periods permitted in the Production Agreement (the "Software
Obligations").

2. Failure of Licensor to continue to do business and such failure continues
for a period of 90 days.

3. Unless prohibited by law, the filing of a petition by or against Licensor
for relief under the United States Bankruptcy Code; a general assignment
for the benefit of creditors by Licensor; the appointment of a general
receiver or trustee in bankruptcy for Licensor's business or property; or
action by Licensor under any state insolvency or similar law for the
purpose of its bankruptcy, or liquidation.

4. Any rejection or termination of the Software Obligations by Licensor or
its successors or representatives in breach of the provisions of the
Software Obligations contained in the Production Agreement, including in
all events any rejection or termination of the Software Obligations or
any proposal to do so under Title 11 of the United State Code, as now
constituted or hereafter amended (the "Bankruptcy Code"), or any other
federal or state bankruptcy, insolvency, receivership, or similar law.

5. Failure of a trustee, including Licensor as debtor in possession, in any
bankruptcy case hereafter filed by or against Licensor either to assume
the Software support obligations contained in the Production Agreement
and this Master Source Code Escrow Agreement within forty-five (45) days
after the filing of the initial bankruptcy petition or to perform such
obligations and this Escrow Agreement within the meaning of Section
365(a)(4)(i) of the Bankruptcy Code.

The rights in the Software, including associated intellectual property
rights, that Licensee may elect to retain following a rejection of the
Production Agreement or this Agreement under Section 365(n) of the Bankruptcy
Code do not include the right of Licensee to discontinue any royalty or other
payment obligation for use of Licensor's Software. Under no circumstances shall
Licensee be entitled to use of the Software under this Escrow Agreement without
also paying to Licensor (or its successors) any then-accrued or ongoing royalty,
distribution fee, other

license fee payment obligation arising under the Production Agreement, as well
as payment for Presses under the Production Agreement. This Agreement shall be
automatically terminated at Licensor's option if Licensee fails to make any such
payment obligation following notice thereof from Licensor or is otherwise in
default of its obligations under the Production Agreement.

EXHIBIT L-3

LICENSEE'S RIGHTS AND OBLIGATIONS IN
ESCROW MATERIALS

1. X. XXXXX OF CURRENT LICENSE TO SOURCE CODE. Licensor hereby presently grants
to Licensee a limited license in the intellectual property content of the
Deposit, exercisable upon release of the Deposit by Holder to Licensee under the
Release Conditions. Licensee's license is limited, non-exclusive, and
fully-paid-up. Licensee's license to the Deposit materials hereunder is limited
in duration to the term of the Production Agreement. Licensee's license to the
Deposit is restricted solely to the furtherance of Licensee's rights or
fulfillment of Licensor's support obligations for the Licensor software as set
forth in the Production Agreement. The license includes the right to use,
display and perform any Deposit user documentation or Software (in
machine-readable form only). No right is provided to Licensee to copy (except
for archive purposes), manufacture, reproduce or distribute or transfer to
others copies of the Software or documentation, except as contemplated by the
Production Agreement or this Agreement. Use of the Source Code by Licensee shall
be limited to the uses of the System permitted under the Production Agreement
and shall be limited to use within the Territory as provided in the Production
Agreement.

B. PROTECTION OF INTELLECTUAL PROPERTY RIGHTS IN SOFTWARE. Licensee shall
treat the Deposit and Related Materials as confidential information. Licensee
shall maintain all confidential information in strict confidence. Licensee shall
take all commercially reasonable steps to ensure that no unauthorized person or
entity has access to such confidential information of Licensor (including the
Deposit material) and that all authorized persons having access to confidential
information of Licensor (including the Deposit material) refrain from any
unauthorized use or disclosure. All right, title, and interest to Software of
Licensor shall at all times remain vested in Licensor. The Software is the
exclusive property of Licensor and contains valuable proprietary information and
trade secrets of Licensor developed at a great cost and expense. Licensee agrees
not to translate, decompile, disassemble, reverse-engineer, create derivative
works, or take any other steps intended to produce a source language statement
of the Software and not to copy, reproduce, distribute, transfer, or disclose
the Software to others without the prior consent of Licensor, except as
contemplated by the Production Agreement or this Agreement. Any violation of the
foregoing restrictions shall terminate this Agreement and the Production
Agreement. Licensee will retain on each copy of the Software and user
documentation that it distributes any copyright, trademark, and other
intellectual property rights of Licensor.

C. RETURN OF DEPOSIT. Licensee shall immediately return the Deposit
materials if Licensor has cured the release conditions giving rise to the
release of the Deposit and resumes performance of its obligations under the
Production Agreement. The Escrow Agreement shall be

reinstated upon Licensee's return of the Deposit and payment of any fees to
Holder. Licensee shall return the Deposit materials in accordance with the
standard requirements of Holder.

2. RESTRICTIONS ON USE OF DEPOSIT MATERIALS: Licensee hereby agrees to comply
with all of the following provisions in its use of the Deposit materials
following any release:

(i) Licensee shall keep the Deposit materials in a secure
location so as to preclude unauthorized persons from having access to the
contents thereof at all times when the Deposit materials are being used in
accordance with the provisions of this Escrow Agreement. Licensee shall permit
Deposit materials to be removed only to the extent of Licensee's actual use of
any such contents as required for the exercise of Licensee's rights pursuant to
this Escrow Agreement and the Production Agreement.

(ii) The Deposit materials shall remain on Licensee's premises
at all times and shall be returned to the secure location when not in direct or
immediate use.

(iii)Licensee shall limit use of, and access to, the Deposit
materials to those of its employees and consultants who are directly involved in
the use of the Deposit materials to support the Licensor Software and/or to
carry out Licensee's permitted uses, and who have a need to know the contents of
the Deposit materials for the performance of their duties in connection with
such permitted uses.

(iv)Licensee shall cause all of its employees and consultants
who have access to the Deposit materials to comply with all restrictions on the
confidentiality of the Deposit materials set forth in the Production Agreement
or in any Confidentiality Agreement between the parties.

(v)Licensee shall assist Licensor in identifying and preventing
any use or disclosure of the Deposit material by the present or former employees
or consultants of Licensee in any manner which is not expressly permitted by the
Escrow Agreement or Production Agreement.

(vi)Licensee shall be liable for all damages or costs suffered
by Licensor in connection with any unauthorized transfer, disclosure, copying,
duplication, reproduction or use or misappropriation of the Deposit material by
Licensee or its employees or consultants.

(vii)At all times during which any portion of the Deposit
materials is in use, Licensee shall locate the Deposit materials in a room or
container which shall be securely locked so as to preclude unauthorized persons
from having access to it. Only those employees referred to in paragraph (iii)
above shall have access to keys to the lock of such room or container; and
Licensee shall record the signature and date and hour of entry to and departure
from such room or container by all persons.

(viii)Licensee shall not, and shall not permit any of its
employees or consultants to, reproduce or copy any of the Deposit material, or
remove any copyright or proprietary notice contained or included on or in the
Deposit material, or make any disclosure of the Deposit material, except to
other employees or consultants of Licensee as may be necessary or appropriate in
connection with their permitted use of Deposit material hereunder, or otherwise
attempt to transfer the Deposit material to anyone.

3. RETENTION OF TITLE. Licensor retains sole and exclusive title to and
ownership of the Deposit materials (except to the extent of components thereof
which are licensed to Licensor by its licensors), and all patents, copyrights,
and other intellectual property rights in and to the Deposit materials.

4. LICENSEE'S DEFAULT. If Licensee at any time defaults in its obligations under
the Production Agreement and such default is not remedied by Licensee within any
applicable grace period as provided in the Production Agreement and the
Production Agreement is terminated, Licensor may terminate the rights granted to
Licensee under this Escrow Agreement.

5. USE OF DEPOSIT AT LICENSEE'S RISK. LICENSEE ACKNOWLEDGES THAT IT USES THE
DEPOSIT MATERIALS AT ITS OWN RISK.

EXHIBIT K

ASA'S GEOGRAPHIC REGION

Pursuant to the terms of this Agreement, ASA's Geographic Region shall be
limited to following countries:

1. [CONFIDENTIAL TREATMENT REQUESTED]/*/
2. [CONFIDENTIAL TREATMENT REQUESTED]/*/
3. [CONFIDENTIAL TREATMENT REQUESTED]/*/
4. [CONFIDENTIAL TREATMENT REQUESTED]/*/
5. [CONFIDENTIAL TREATMENT REQUESTED]/*/
6. [CONFIDENTIAL TREATMENT REQUESTED]/*/
7. [CONFIDENTIAL TREATMENT REQUESTED]/*/
8. [CONFIDENTIAL TREATMENT REQUESTED]/*/
9. [CONFIDENTIAL TREATMENT REQUESTED]/*/
10. [CONFIDENTIAL TREATMENT REQUESTED]/*/
11. [CONFIDENTIAL TREATMENT REQUESTED]/*/
12. [CONFIDENTIAL TREATMENT REQUESTED]/*/
13. [CONFIDENTIAL TREATMENT REQUESTED]/*/
14. [CONFIDENTIAL TREATMENT REQUESTED]/*/
15. [CONFIDENTIAL TREATMENT REQUESTED]/*/
16. [CONFIDENTIAL TREATMENT REQUESTED]/*/
17. [CONFIDENTIAL TREATMENT REQUESTED]/*/

EXHIBIT L

TECHNICAL SPECIFICATIONS OF PRESSTEK DI KIT

EXHIBIT M

SERVICE AGREEMENT

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Table of Contents

AGREEMENT

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