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                            ASSET PURCHASE AGREEMENT

                                 by and among:

                            3dfx Interactive, Inc.,
                           a California corporation,

                              NVIDIA Corporation,
                            a Delaware corporation,

                                      and

                         Titan Acquisition Corp. No. 2
                            a Delaware corporation,

                               ----------------

                         Dated as of December 15, 2000

                               ----------------

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 Note: Subsequent to the execution of this agreement, Titan Acquisition Corp.
 No. 2 changed its name to NVIDIA US Investment Company.

<PAGE>

                               Table Of Contents

<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
 <C>     <S>                                                                <C>
 1. Sale of Specified Assets; Related Transactions.........................  B-1


    1.1  Sale of Specified Assets.........................................   B-1

    1.2  Consideration....................................................   B-2

    1.3  Payment of Stock Consideration; Adjustment.......................   B-2

    1.4  No Assumed Liabilities...........................................   B-3

    1.5  Credit Facility..................................................   B-4

    1.6  Stay Order; Standstill Agreement.................................   B-4

    1.7  Taxes............................................................   B-4

    1.8  Allocation.......................................................   B-4

    1.9  Closing..........................................................   B-5

    1.10 Dissenting Shares................................................   B-6

    1.11 Further Action...................................................   B-6

 2. Representations and Warranties of the Seller...........................  B-6

    2.1  Subsidiaries; Due Organization; Etc..............................   B-6

    2.2  Articles of Incorporation and Bylaws; Records....................   B-6

    2.3  SEC Filings; Financial Statements................................   B-7

    2.4  Absence Of Changes...............................................   B-7

    2.5  Title To Specified Assets........................................   B-8

    2.6  Receivables......................................................   B-8

    2.7  Inventory........................................................   B-9

    2.8  Equipment, Etc...................................................   B-9

    2.9  Real Property; Environmental Matters.............................   B-9

    2.10 Proprietary Assets...............................................   B-9

    2.11 Contracts........................................................  B-11

    2.12 Liabilities; Major Suppliers.....................................  B-11

    2.13 Compliance with Legal Requirements...............................  B-12

    2.14 Governmental Authorizations......................................  B-13

    2.15 Tax Matters......................................................  B-13

    2.16 Employee And Labor Matters.......................................  B-13

    2.17 Benefit Plans; ERISA.............................................  B-14

    2.18 Sale of Products.................................................  B-15

    2.19 Performance Of Services..........................................  B-15


    2.20 Insurance........................................................  B-16
</TABLE>



                                       i
<PAGE>

                         Table Of Contents--(Continued)

<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
 <C>     <S>                                                                <C>
    2.21 Proceedings; Orders..............................................  B-16


    2.22 Authority; Binding Nature Of Agreements..........................  B-17

    2.23 Non-Contravention; Consents......................................  B-17

    2.24 Transactions with Affiliates.....................................  B-18

    2.25 No Discussions...................................................  B-18

    2.26 Opinion of Financial Advisor.....................................  B-18

    2.27 Brokers..........................................................  B-18

    2.28 Full Disclosure..................................................  B-18

    2.29 Sufficiency of Cash Consideration................................  B-19

 3. Representations and Warranties of Parent and the Purchaser............. B-19

    3.1  Due Organization; Etc............................................  B-19

    3.2  Authority; Binding Nature Of Agreements..........................  B-19

    3.3  SEC Filings......................................................  B-19

    3.4  Non-Contravention; Consents......................................  B-19

    3.5  Valid Issuance...................................................  B-19

    3.6  Brokers..........................................................  B-19

 4. Pre-Closing Covenants of the Seller.................................... B-20

    4.1  Access And Investigation.........................................  B-20

    4.2  Operation Of Business............................................  B-20

    4.3  Filings and Consents.............................................  B-21

    4.4  Notification; Updates to Disclosure Schedule.....................  B-21

    4.5  No Solicitation..................................................  B-22

    4.6  Shareholders' Meeting............................................  B-23

    4.7  Confidentiality..................................................  B-24

    4.8  Satisfaction of Liabilities......................................  B-24

 5. Additional Covenants of the Parties.................................... B-24

    5.1  Registration Statement; Prospectus/Proxy Statement...............  B-24

    5.2  Regulatory Approvals.............................................  B-25

    5.3  Additional Agreements............................................  B-25

    5.4  Certain Employment Arrangements..................................  B-26

    5.5  Consolidated Tax Return..........................................  B-26


    5.6  Delivery of Additional Documents.................................  B-26
</TABLE>

                                       ii
<PAGE>

                         Table Of Contents--(Continued)

<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
 <C>     <S>                                                                <C>
 6. Conditions Precedent to the Purchaser's Obligation to Close............ B-26


    6.1  Accuracy Of Representations......................................  B-26

    6.2  Performance Of Obligations.......................................  B-26

    6.3  Shareholder Approval.............................................  B-27

    6.4  Consents.........................................................  B-27

    6.5  No Material Adverse Change.......................................  B-27

    6.6  Additional Documents.............................................  B-27

    6.7  Repayment of Credit Facility.....................................  B-27

    6.8  No Prohibition...................................................  B-27

    6.9  Effectiveness of Registration Statement..........................  B-27

    6.10 HSR Act..........................................................  B-27

    6.11 Governmental Litigation..........................................  B-28

    6.12 Release of Liens.................................................  B-28

 7. Conditions Precedent to the Seller's Obligation to Close............... B-28

    7.1  Accuracy Of Representations......................................  B-28

    7.2  Purchaser's Performance..........................................  B-28

    7.3  Shareholder Approval.............................................  B-28

    7.4  Effectiveness of Registration Statement..........................  B-28

    7.5  HSR Act..........................................................  B-28

    7.6  Stipulation and Proposed Order to Dismiss........................  B-28

    7.7  Purchaser Closing Certificate....................................  B-28

    7.8  Governmental Litigation..........................................  B-29

 8. Termination............................................................ B-29

    8.1  Termination Events...............................................  B-29

    8.2  Termination Procedures...........................................  B-30

    8.3  Effect of Termination............................................  B-30

    8.4  Termination Fees.................................................  B-30

    8.5  Nonexclusivity Of Termination Rights.............................  B-31

 9. Indemnification, Etc................................................... B-32

    9.1  Survival Of Representations And Covenants........................  B-32

    9.2  Indemnification By The Seller....................................  B-32

    9.3  Setoff...........................................................  B-33


    9.4  Nonexclusivity Of Indemnification Remedies.......................  B-33
</TABLE>

                                      iii
<PAGE>

                         Table Of Contents--(Continued)

<TABLE>
<CAPTION>
                                                                          Page
                                                                          ----
 <C>      <S>                                                             <C>
    9.5   Defense Of Third Party Claims.................................  B-33


    9.6   Threshold.....................................................  B-34

          Exercise Of Remedies By Indemnitees Other Than Parent or the
    9.7   Purchaser.....................................................  B-34

 10. Certain Post-Closing Covenants...................................... B-34

    10.1  Further Actions...............................................  B-34

    10.2  Publicity.....................................................  B-35

    10.3  Plan of Dissolution...........................................  B-35

    10.4  Continued Payment of Liabilities..............................  B-35

    10.5  Change Of Name................................................  B-35

 11. Miscellaneous Provisions............................................ B-35

    11.1  Further Assurances............................................  B-35

    11.2  Fees and Expenses.............................................  B-35

    11.3  Attorneys' Fees...............................................  B-36

    11.4  Notices.......................................................  B-36

    11.5  Time Of The Essence...........................................  B-36

    11.6  Headings......................................................  B-36

    11.7  Counterparts..................................................  B-36

    11.8  Governing Law; Venue..........................................  B-36

    11.9  Successors And Assigns; Parties In Interest...................  B-37

    11.10 Remedies Cumulative; Specific Performance.....................  B-37

    11.11 Waiver........................................................  B-37

    11.12 Amendments....................................................  B-38

    11.13 Severability..................................................  B-38

    11.14 Entire Agreement..............................................  B-38

    11.15 Knowledge.....................................................  B-38

    11.16 Construction..................................................  B-38
</TABLE>


                                       iv
<PAGE>

                            ASSET PURCHASE AGREEMENT

   This Asset Purchase Agreement is entered into as of December 15, 2000, by
and among 3dfx Interactive, Inc. a California corporation (the "Seller"), and
NVIDIA Corporation, a Delaware corporation ("Parent") and Titan Acquisition
Corp. No. 2, a Delaware corporation and an indirect wholly-owned subsidiary of
Parent (the "Purchaser"). Certain capitalized terms used in this Agreement are
defined in Exhibit A.

                                    Recitals

   A. Parent, the Purchaser and the Seller wish to provide for the sale by the
Seller to the Purchaser of the Specified Assets (as defined in Section 1.1),
the stay and ultimate settlement of certain patent infringement litigation
between Parent and the Seller, and certain other related transactions among the
parties, all on the terms and subject to the conditions set forth in this
Agreement.

   B. In order to induce Parent and the Purchaser to enter into this Agreement
and to consummate the transactions contemplated by this Agreement, concurrently
with the execution and delivery of this Agreement, certain shareholders of the
Seller are entering into Voting Agreements and related proxies in favor of
Parent and the Purchaser (the "Voting Agreements").

   C. Concurrently with the execution and delivery of this Agreement, the
Seller and the Purchaser are entering into a Credit Agreement (as defined in
Section 1.5) pursuant to which the Purchaser is providing a $15 million credit
facility to the Seller.

   D. The board of directors of the Seller has adopted a plan of dissolution
("Plan of Dissolution") which contemplates that the Seller will, subject to the
approval of its shareholders at the Shareholders' Meeting (as defined herein),
elect voluntarily to wind up and dissolve pursuant to the California
Corporations Code.

                                   Agreement

   The parties to this Agreement, intending to be legally bound, agree as
follows:

1. Sale of Specified Assets; Related Transactions.

   1.1 Sale of Specified Assets. The Seller shall cause to be sold, assigned,
transferred, conveyed and delivered to the Purchaser, at the Closing (as
defined in Section 1.9), good and valid title to the Specified Assets (as
defined below), free and clear of any Encumbrances, on the terms and subject to
the conditions set forth in this Agreement. For purposes of this Agreement, the
term "Specified Assets" shall mean and include all of the properties, rights,
interests and other tangible and intangible assets (wherever located and
whether or not required to be reflected on a balance sheet prepared in
accordance with GAAP), including any such assets acquired by the Seller
Corporations during the Pre-Closing Period, that are or were used in, needed
for the conduct of or material to, or that otherwise directly or indirectly
relate to, the graphics business of the Seller Corporations (the "Graphics
Business"); provided, however, that the Specified Assets shall not include any
Excluded Assets. Without limiting the generality of the foregoing, the
Specified Assets shall include the following:

     (a) Patents and Patent Applications; Trademarks: All of the patents,
  patent applications, trademarks, trademark applications, trade names,
  service marks and service mark applications of the Seller Corporations,
  including those identified on Exhibit B, and any counterparts, reissues,
  extensions, continuations and continuations in part related to the
  foregoing;

     (b) Other Proprietary Assets: All Proprietary Assets and goodwill of the
  Seller Corporations (including the right to use the names "3dfx," "Voodoo,"
  "GigaPixel Corporation," "STB Systems,"

                                      B-1
<PAGE>

  "STB Assembly" and "Symmetric Simulation Systems" and variations thereof,
  and the Proprietary Assets identified in Part 2.10 of the Disclosure
  Schedule), all of the copyrights, trade secrets, know-how, computer
  software, inventions, designs, drawings, existing and in-development chip
  designs and related specifications, source codes, verification and
  validation environments, manufacturing specifications and databases, in
  process research and development, product reviews and other Proprietary
  Assets identified on Exhibit B;

     (c) Inventory; Equipment; Other Tangible Assets: The inventories
  (including raw materials, work-in-progress and finished goods), equipment,
  materials, prototypes, tools, supplies, vehicles, furniture, fixtures,
  improvements and other tangible assets of the Seller Corporations
  identified on Exhibit B, including the tangible assets identified in Part
  2.8 of the Disclosure Schedule, the entire inventory of graphics chips of
  the Seller Corporations as of the date hereof and all advertising and
  promotional materials of the Seller Corporations relating to its Graphics
  Business;

     (d) Contracts: All rights of the Seller Corporations under the Seller
  Contracts (including the Seller Contracts identified in Part 2.11 of the
  Disclosure Schedule) relating to the Graphics Business;

     (e) Governmental Authorizations: All Governmental Authorizations held by
  the Seller Corporations (including the Governmental Authorizations
  identified in Part 2.14 of the Disclosure Schedule) relating to the
  Graphics Business;

     (f) Claims: All claims (including claims for past infringement of
  Proprietary Assets) and causes of action of the Seller Corporations against
  other Persons relating to the Graphics Business (regardless of whether or
  not such claims and causes of action have been asserted by the Seller
  Corporations), and all rights of indemnity, warranty rights, rights of
  contribution, rights to refunds, rights of reimbursement and other rights
  of recovery possessed by the Seller Corporations relating to the Graphics
  Business (regardless of whether such rights are currently exercisable);

     (g) Other Assets: All of the Seller Corporations' existing and in-
  development chip designs and related specifications, source codes,
  verification and validation environments, manufacturing specifications and
  databases and customer lists;

     (h) Books and Records: All books, records, files and data of the Seller
  Corporations relating directly or indirectly to the Graphics Business; and

     (i) Proceeds: Without limiting any restriction contained herein on any
  such sale or other disposition, an amount of cash and receivables equal to
  the gross proceeds from the sale or other disposition of any of the
  foregoing after the date hereof.

   1.2 Consideration. As consideration for the sale of the Specified Assets to
the Purchaser, the Purchaser has agreed (a) to pay to the Seller at the Closing
(as defined herein) cash in the amount of $70,000,000 (the "Cash
Consideration"), (b) subject to Section 1.3, to deliver to the Seller (but only
upon and subject to the conditions set forth in Section 1.3, and subject to
adjustment as provided therein) one million shares of the common stock, par
value $.001 per share ("Parent Common Stock"), of Parent (the "Stock
Consideration"), and (c) to assume at the Closing the Designated Contractual
Obligations (as defined in Section 1.4(b)) of the Seller by entering into with
the Seller (and, if applicable, other Seller Corporations) an Assignment and
Assumption Agreement in substantially the form of Exhibit D (the "Assignment
and Assumption Agreement").

   1.3 Payment of Stock Consideration; Adjustment.

     (a) The Stock Consideration will be issued by Parent promptly following
  the Closing and contributed by Parent to the Purchaser, but shall only
  become deliverable by the Purchaser to the Seller upon and subject to the
  completion of the winding up of the business of the Seller pursuant to the
  Plan of Dissolution, and delivery to the Purchaser of a certificate
  executed by the Chief Executive Officer or Chief Financial Officer of the
  Seller certifying that the shareholders of the Seller have duly adopted
  resolutions

                                      B-2
<PAGE>

  approving the wind-up and dissolution of the Seller pursuant to the
  California Corporations Code, that all Liabilities of the Seller
  Corporations have been paid in full or otherwise provided for (in a manner
  satisfactory to the Purchaser) from sources other than the Stock
  Consideration and that the Seller has been validly dissolved (or will upon
  the filing of a Certificate of Dissolution and subject to no other
  conditions be dissolved) under the California Corporations Code.
  Notwithstanding the foregoing, in no event will any portion of the Stock
  Consideration become payable unless and until the Purchaser is satisfied
  that the Seller shall have first paid in full or otherwise provided for (in
  a manner satisfactory to the Purchaser) all Liabilities of the Seller
  Corporations that are not included among the Designated Contractual
  Obligations (as defined below).

     (b) Following and subject to the Closing, and prior to any payment to
  the Seller of the Stock Consideration, in the event that the Seller is not
  in breach of this Agreement (excluding Section 2.29 for purposes of the
  foregoing), has expended all or substantially all of the Cash Consideration
  in payment of Liabilities of the Seller Corporations, and reasonably and in
  good faith determines (i) that the then-remaining Cash Consideration is or
  will be insufficient to enable the Seller Corporations to pay in full all
  then-remaining Liabilities of the Seller Corporations, and (ii) that all
  then-remaining Liabilities of the Seller Corporations could and would be
  paid in full if Seller had access to additional funds in an amount not in
  excess of $25,000,000 and applied such funds exclusively to the payment of
  such Liabilities, the Seller shall be entitled to request in writing that
  the Purchaser advance to the Seller up to a maximum of $25,000,000 (the
  "Post-Closing Advance"). Subject to the foregoing conditions, the Purchaser
  shall be obligated to make the Post-Closing Advance, within ten business
  days after receipt of such written request, unless it determines in good
  faith that the funds requested would not permit the Seller to pay in full
  all then-remaining Liabilities of the Seller Corporations. A maximum of one
  Post-Closing Advance shall ever be required to be made by the Purchaser. In
  the event that the Purchaser makes a Post-Closing Advance to the Seller,
  the number of shares of Parent Common Stock constituting the Stock
  Consideration shall be reduced automatically (and without any action on the
  part of any party) by the number of shares equal to the quotient determined
  by dividing (1) the amount of the Post-Closing Advance by (2) $50.00.

     (c) If, between the date of this Agreement and the date on which the
  Stock Consideration (or any portion thereof) is issued to the Seller, the
  outstanding shares of Parent Common Stock are changed into a different
  number or class of shares by reason of any stock split, division or
  subdivision of shares, stock dividend, reverse stock split, consolidation
  of shares, reclassification, recapitalization or other similar transaction,
  then the number of shares of Parent Common Stock constituting the Stock
  Consideration, and the dollar amount set forth in clause (2) of the last
  sentence of Section 1.3(b), shall be appropriately adjusted.

   1.4 No Assumed Liabilities.

     (a) Subject to Section 1.4(b), neither Parent nor the Purchaser shall
  assume any Liabilities of the Seller whatsoever, whether relating to the
  Specified Assets, the Graphics Business or otherwise.

     (b) Notwithstanding Section 1.4(a), pursuant to the Assignment and
  Assumption Agreement, at and following the Closing the Purchaser will
  become obligated to perform the obligations of the Seller under any Assumed
  Contracts, but only to the extent such obligations: (i) arise after the
  Closing Date; (ii) do not arise from or relate to any Breach by the Seller
  of any provision of any of the Assumed Contracts; (iii) do not arise from
  or relate to any event, circumstance or condition occurring or existing on
  or prior to the Closing Date that, with notice or lapse of time, would
  constitute or result in a Breach of any of the Assumed Contracts; and (iv)
  are ascertainable (in nature and amount) solely by reference to the express
  terms of the Assumed Contracts (the "Designated Contractual Obligations");
  provided, however, that notwithstanding the foregoing, and notwithstanding
  anything to the contrary contained in this Agreement, the "Designated
  Contractual Obligations" shall not include, and neither Parent nor the
  Purchaser shall be required to assume or to perform or discharge:

       (1) any Liability of any Person under the Assumed Contracts, except
    for the Seller Corporations;


                                      B-3
<PAGE>

       (2) any Liability of the Seller Corporations arising from or
    relating to any action taken by the Seller Corporations, or any failure
    on the part of the Seller Corporations to take any action, at any time
    prior to the Closing Date;

       (3) any Liability of the Seller Corporations for the payment of any
    Tax;

       (4) any Liability of the Seller Corporations to any employee or
    former employee of the Seller Corporations under the WARN Act, or under
    or with respect to any Employee Benefit Plan, profit sharing plan or
    dental plan or for severance pay, or for accrued vacation pay or wages;

       (4) any Liability of the Seller Corporations to any Related Party;

       (5) any Liability under any Assumed Contract, if the Seller shall
    not have obtained, prior to the Closing Date, any Consent required to
    be obtained from any Person with respect to the assignment or
    delegation to the Purchaser of any rights or obligations under such
    Assumed Contract;

       (6) any Liability that is inconsistent with or constitutes an
    inaccuracy in, or that arises or exists by virtue of any Breach of, (x)
    any representation or warranty made by the Seller in any of the
    Transactional Agreements, or (y) any covenant or obligation of the
    Seller contained in any of the Transactional Agreements; or

       (7) any other Liability of the Seller Corporations not expressly
    assumed by the Purchaser pursuant to the provisions of any of the
    Transactional Agreements.

   1.5 Credit Facility. Contemporaneously with the execution and delivery of
this Agreement, the Purchaser and the Seller are entering into a Credit
Agreement (the "Credit Agreement") pursuant to which the Purchaser is providing
the Seller with immediate borrowing availability in the amount of $15,000,000
(the "Credit Facility"). In consideration of the execution of the Credit
Agreement and the establishment of the Credit Facility, (a) the Seller is
granting to the Purchaser a non-exclusive, perpetual, fully-paid license for
all of the Seller's patents, patent applications and inventions, which are held
by Seller free and clear of any Encumbrances (other than as may be asserted by
virtue of the Parent Pending Litigation), pursuant to a patent license
agreement (the "Patent License Agreement") of even date herewith, and (b) the
Seller is causing to be sold, assigned, transferred, conveyed and delivered to
the Purchaser good and valid title, free and clear of any Encumbrances, to all
of the trademarks, trademark applications, trade names, service marks and
service mark applications of the Seller Corporations.

   1.6 Stay Order; Standstill Agreement.

     (a) Contemporaneously with the execution hereof, the Seller has agreed
  to stay the Seller Pending Litigation, and Parent has agreed to stay the
  Parent Pending Litigation, pursuant to and by executing and filing with the
  court the Stay Order.

     (b) Contemporaneously with the execution hereof, the Seller and Parent
  have agreed to refrain from bringing litigation against the other with
  respect to certain patents, patent applications and inventions, pursuant to
  the Patent Standstill Agreement.

   1.7 Taxes. The Seller shall bear and pay, and shall reimburse the Purchaser
and the Purchaser's affiliates for, any sales taxes, use taxes, transfer taxes,
income taxes, documentary charges, filing fees, recording fees or similar
taxes, charges, fees or expenses that may become payable in connection with the
sale of the Specified Assets to the Purchaser or in connection with any of the
other Transactions. The Seller shall cooperate with the Purchaser to file all
requests for certifications of sales and use tax due, including, without
limitation, pursuant to Section 6812 of the California Revenue and Taxation
Code.

   1.8 Allocation. At or prior to the Closing, the Purchaser shall deliver to
the Seller a statement setting forth the Purchaser's good faith determination
of the manner in which the consideration referred to in Section 1.2 is to be
allocated among the Specified Assets. The allocation prescribed by such
statement shall be conclusive and binding upon the Seller for all purposes. The
Seller and the Purchaser acknowledge that the

                                      B-4
<PAGE>

Transactions do not constitute a reorganization described in Section 368 of the
Code. The Seller shall not file any Tax Return or other document with, or make
any statement or declaration to, any Governmental Body that is inconsistent
with such allocation or that is inconsistent with the Transactions not
constituting a reorganization.

   1.9 Closing.

     (a) The closing of the sale of the Specified Assets and the other
  Transactions to be consummated contemporaneously therewith to the Purchaser
  (the "Closing") shall take place at the offices of Cooley Godward llp in
  Palo Alto, California, at 10:00 a.m. on such date (after the expiration of
  the applicable waiting period under the HSR Act and the satisfaction or
  waiver of the other conditions to the Closing set forth herein) as the
  Purchaser may designate in a written notice delivered to the Seller;
  provided, however, that if any condition set forth in Section 6 has not
  been satisfied as of the date designated by the Purchaser, then the
  Purchaser may, at its election, unilaterally postpone the Closing to such
  other date prior to the Termination Date as it reasonably deems
  appropriate.

     (b) At the Closing, without limiting any of the conditions to the
  Closing set forth in Section 6 or Section 7:

       (i) the Seller shall execute and deliver, or shall cause to be
    executed and delivered, to the Purchaser such bills of sale,
    endorsements, assignments (including patent assignments) and other
    documents as may (in the reasonable judgment of the Purchaser or its
    counsel) be necessary or appropriate to assign, convey, transfer and
    deliver to the Purchaser good and valid title to the Specified Assets
    free of any Encumbrances;

       (ii) the Purchaser shall pay to the Seller the Cash Consideration,
    subject to Section 4.8, and provided that the Purchaser will be entitled
    to set off, subject to the terms of the Credit Agreement, against the
    Cash Consideration any amount outstanding under the Credit Facility at
    the Closing;

       (iii) the parties hereto shall execute and deliver the Assignment and
    Assumption Agreement;

       (iv) the Seller shall execute and deliver to Parent and the Purchaser
    a certificate (the "Seller Closing Certificate"), executed by the Chief
    Executive Officer or the Chief Financial Officer of the Seller,
    certifying that (A) each of the representations and warranties made by
    the Seller in this Agreement was accurate in all material respects as of
    the date of this Agreement, (B) except as expressly set forth in the
    Seller Closing Certificate, each of the representations and warranties
    made by the Seller in this Agreement is accurate in all material
    respects as of the Closing Date as if made on the Closing Date, (C) each
    of the covenants and obligations that the Seller is required to have
    complied with or performed pursuant to this Agreement at or prior to the
    Closing has been duly complied with and performed in all material
    respects, and (D) except as expressly set forth in the Seller Closing
    Certificate, each of the conditions set forth in Sections 6.3 and 6.4
    has been satisfied in all material respects;

       (v) the Purchaser and Parent shall execute and deliver to the Seller
    a certificate (the "Purchaser Closing Certificate"), executed by the
    Chief Executive Officer or the Chief Financial Officer of the Purchaser
    and Parent, certifying that (A) each of the representations and
    warranties made by the Purchaser and Parent in this Agreement was
    accurate in all material respects as of the date of this Agreement, (B)
    except as expressly set forth in the Purchaser Closing Certificate, each
    of the representations and warranties made by the Purchaser and Parent
    in this Agreement is accurate in all material respects as of the Closing
    Date as if made on the Closing Date, and (C) each of the covenants and
    obligations that the Purchaser and Parent are required to have complied
    with or performed pursuant to this Agreement at or prior to the Closing
    has been duly complied with and performed in all material respects; and


                                      B-5
<PAGE>

       (vi) Parent shall dismiss with prejudice the Parent Pending
    Litigation and the Seller shall dismiss with prejudice the Seller
    Pending Litigation, each by executing and filing with the court the
    Stipulation and Proposed Order to Dismiss with Prejudice in
    substantially the form of Exhibit F.

   1.10 Dissenting Shares.

     (a) Notwithstanding anything to the contrary contained in this Agreement
  (but without limiting the effect of Section 6.3), to the extent that the
  provisions of Chapter 13 of the California Corporations Code are applicable
  to the Acquisition, the holders of any shares of Seller Common Stock that,
  as of the Closing Date, are or may become "dissenting shares" within the
  meaning of Section 1300(b) of the California Corporations Code shall be
  entitled to such rights as may be granted to such holder or holders in
  Chapter 13 of the California Corporations Code.

     (b) The Seller shall give the Purchaser (i) prompt notice of any written
  demand received by the Seller to require the Seller to purchase shares of
  Seller Common Stock pursuant to Chapter 13 of the California Corporations
  Code and of any other demand, notice or instrument delivered to the Seller
  pursuant to the California Corporations Code, and (ii) full information
  concerning all communications between the Seller and any shareholder which
  has delivered any such demand. The Seller shall not make any payment or
  settlement offer with respect to any such demand unless the Seller shall
  first have notified the Purchaser in writing of such payment or settlement
  offer.

   1.11 Further Action. If, at any time after the Closing Date, any further
action is determined by Parent or the Purchaser to be necessary or desirable to
carry out the purposes of this Agreement or to vest the Purchaser with full
right, title and possession of and to all of the Specified Assets and the
Assumed Contracts, the officers and directors of Parent and the Purchaser shall
be fully authorized (in the name of the Seller and otherwise) to take such
action.

2. Representations and Warranties of the Seller.

   The Seller represents and warrants, to and for the benefit of Parent and the
Purchaser, as follows:

   2.1 Subsidiaries; Due Organization; Etc.

     (a) The Seller has no subsidiaries, except for the Entities identified
  in Part 2.1 of the Disclosure Schedule; and neither the Seller nor the
  other Entity identified in Part 2.1 of the Disclosure Schedule owns any
  capital stock of, or any equity interest of any nature in, any other
  Entity, other than the Entities identified in Part 2.1(a) of the Disclosure
  Schedule.

     (b) The Seller is a corporation duly organized, validly existing and in
  good standing under the laws of the State of California, and each of its
  subsidiaries is a corporation duly organized, validly existing and in good
  standing under the laws of the jurisdiction of its incorporation. The
  Seller is not required to be qualified, authorized, registered or licensed
  to do business as a foreign corporation in any jurisdiction other than the
  jurisdictions listed in Part 2.1 of the Disclosure Schedule, and is in good
  standing as a foreign corporation in each of the jurisdictions listed in
  Part 2.1 of the Disclosure Schedule. The Seller Corporations have never
  conducted any business under or otherwise used, for any purpose or in any
  jurisdiction, any fictitious name, assumed name, trade name or other name,
  other than "3dfx" and "Voodoo."

   2.2 Articles of Incorporation and Bylaws; Records. The Seller has delivered
to Parent accurate and complete copies of: (a) the articles of incorporation
and bylaws of the Seller Corporations, including all amendments thereto; (b)
the stock records of the Seller Corporations; and (c) the minutes and other
records of the meetings and other proceedings (including any actions taken by
written consent or otherwise without a meeting) of the shareholders of the
Seller Corporations, the boards of directors of the Seller Corporations and all
committees of the board of directors of the Seller Corporations. There have
been no meetings or other proceedings of the shareholders of the Seller
Corporations, the board of directors of the Seller Corporations or

                                      B-6
<PAGE>

any committee of the board of directors of the Seller Corporations that are not
fully reflected in such minutes or other records, other than the meeting of the
board of directors of Seller held immediately prior to the execution of, and to
approve, this Agreement. The books of account, stock records, minute books and
other records of the Seller Corporations are accurate, up-to-date and complete,
and have been maintained in accordance with sound and prudent business
practices. All of the records of the Seller Corporations are in the actual
possession and direct control of the Seller.

   2.3 SEC Filings; Financial Statements.

     (a) The Seller has delivered or made available to Parent accurate and
  complete copies of all registration statements, proxy statements and other
  statements, reports, schedules, forms and other documents filed by the
  Seller with the SEC since July 1, 1999, and all amendments thereto (the
  "Seller SEC Documents"), as well as the Unaudited Interim Financial
  Statements. The Seller SEC Documents have been filed by the Seller with the
  SEC on a timely basis. As of the time it was filed with the SEC (or, if
  amended or superseded by a filing prior to the date of this Agreement, then
  on the date of such filing): (i) each of the Seller SEC Documents complied
  in all material respects with the applicable requirements of the Securities
  Act or the Exchange Act (as the case may be); and (ii) none of the Seller
  SEC Documents contained any untrue statement of a material fact or omitted
  to state a material fact required to be stated therein or necessary in
  order to make the statements therein, in the light of the circumstances
  under which they were made, not misleading.

     (b) The financial statements (including any related notes) contained in
  the Seller SEC Documents (at the time they were filed with the SEC or, if
  amended or superseded by a filing prior to the date of this Agreement, then
  on the date of such filing) and the Unaudited Interim Financial Statements
  (as of the date of this Agreement): (i) complied as to form in all material
  respects with the published rules and regulations of the SEC applicable
  thereto (other than the Unaudited Interim Financial Statements); (ii) were
  prepared in accordance with generally accepted accounting principles
  applied on a consistent basis throughout the periods covered (except as may
  be indicated in the notes to such financial statements or, in the case of
  unaudited financial statements, as permitted by Form 10-Q of the SEC, and
  except that the unaudited financial statements may not contain footnotes
  and are subject to normal and recurring year-end adjustments that will not,
  individually or in the aggregate, be material in amount), and (iii) fairly
  present the consolidated financial position of the Seller and its
  consolidated subsidiaries as of the respective dates thereof and the
  consolidated results of operations and cash flows of the Seller and its
  consolidated subsidiaries for the periods covered thereby.

   2.4 Absence Of Changes. Except as set forth in Part 2.4 of the Disclosure
Schedule and except as expressly contemplated by this Agreement, since July 31,
2000:

     (a) there has not been any adverse change in, and no event has occurred
  that could reasonably be expected to have an adverse effect on, the
  business, condition, assets, liabilities, operations, financial performance
  or net income of the Seller Corporations;

     (b) there has not been any loss, damage or destruction to, or any
  interruption in the use of, any of the assets of the Seller Corporations
  (whether or not covered by insurance);

     (c) the Seller Corporations have not (i) declared, accrued, set aside or
  paid any dividend or made any other distribution in respect of any shares
  of capital stock or other securities, or (ii) repurchased, redeemed or
  otherwise reacquired any shares of capital stock or other securities;

     (d) the Seller Corporations have not purchased or otherwise acquired any
  asset from any other Person, except for supplies acquired by the Seller
  Corporations in the Ordinary Course of Business;

     (e) the Seller Corporations have not leased or licensed any asset from
  any other Person;

     (f) the Seller Corporations have not made any capital expenditure;


                                      B-7
<PAGE>

     (g) the Seller Corporations have not sold or otherwise transferred, or
  leased or licensed, any asset to any other Person;

     (h) the Seller Corporations have not written off as uncollectible, or
  established any extraordinary reserve with respect to, any account
  receivable or other indebtedness;

     (i) the Seller Corporations have not made any loan or advance to any
  other Person;

     (j) the Seller Corporations have not (i) established or adopted any
  Employee Benefit Plan, or (ii) paid any bonus or made any profit-sharing or
  similar payment to, or increased the amount of the wages, salary,
  commissions, fees, fringe benefits or other compensation or remuneration
  payable to, any of its directors, officers, employees or independent
  contractors;

     (k) no Contract by which the Seller Corporations or any of the assets
  owned or used by the Seller Corporations is or was bound, or under which
  the Seller Corporations have or had any rights or interest, has been
  amended or terminated;

     (l) the Seller Corporations have not incurred, assumed or otherwise
  become subject to any Liability, other than accounts payable (of the type
  required to be reflected as current liabilities in the "liabilities" column
  of a balance sheet prepared in accordance with GAAP) incurred by the Seller
  Corporations in bona fide transactions entered into in the Ordinary Course
  of Business;

     (m) the Seller Corporations have not discharged any Encumbrance or
  discharged or paid any indebtedness or other Liability, except for accounts
  payable that (i) are reflected as current liabilities in the "liabilities"
  column of the Unaudited Interim Balance Sheet or have been incurred by the
  Seller Corporations since July 31, 2000, in bona fide transactions entered
  into in the Ordinary Course of Business, and (ii) have been discharged or
  paid in the Ordinary Course of Business;

     (n) the Seller Corporations have not forgiven any debt or otherwise
  released or waived any right or claim;

     (o) the Seller Corporations have not changed any of its methods of
  accounting or accounting practices in any respect;

     (p) the Seller Corporations have not entered into any transaction or
  taken any other action outside the Ordinary Course of Business; and

     (q) the Seller Corporations have not agreed, committed or offered (in
  writing or otherwise) to take any of the actions referred to in clauses
  "(c)" through "(p)" above.

   2.5 Title To Specified Assets. The Seller owns (and will own as of the
Closing Date), and has (and will have as of the Closing Date) good and valid
title to, all of the Specified Assets. Except as set forth on Part 2.5 of the
Disclosure Schedule, all of the Specified Assets are owned (and will be owned
as of the Closing Date) by the Seller free and clear of any Encumbrances. The
Specified Assets collectively constitute, as of the date hereof, and will
collectively constitute, as of the Closing Date, all of the properties, rights,
interests and other tangible and intangible assets necessary to enable the
Seller to conduct the Graphics Business in the manner in which the Graphics
Business is currently being conducted and in the manner in which the Graphics
Business is proposed to be conducted.

   2.6 Receivables. Part 2.6 of the Disclosure Schedule provides an accurate
and complete breakdown and aging of all accounts receivable, notes receivable
and other receivables of the Seller Corporations as of November 30, 2000.
Except as set forth in Part 2.6 of the Disclosure Schedule, all existing
accounts receivable of the Seller Corporations (including those accounts
receivable reflected on the Unaudited Interim Balance Sheet that have not yet
been collected and those accounts receivable that have arisen since October 31,
2000, and have not yet been collected): (i) represent valid obligations of
customers of the Seller Corporations arising from bona fide transactions
entered into in the Ordinary Course of Business; and (ii) are current.


                                      B-8
<PAGE>

   2.7 Inventory. All of the Seller's existing inventory included within the
Specified Assets (including all such inventory that is reflected on the
Unaudited Interim Balance Sheet and that has not been disposed of by the Seller
since October 31, 2000): (a) is of such quality and quantity as to be usable
and saleable by the Seller in the Ordinary Course of Business; and (b) is free
of any defect or deficiency that would impair its intended use in any material
respect.

   2.8 Equipment, Etc. Part 2.8 of the Disclosure Schedule accurately
identifies all equipment, materials, prototypes, tools, supplies, vehicles,
furniture, fixtures, improvements and other tangible assets owned by the Seller
and included within the Specified Assets, and accurately sets forth the date of
acquisition, original cost and book value of each of said assets. Part 2.8 of
the Disclosure Schedule also accurately identifies all tangible assets leased
to the Seller and included within the Specified Assets. Each asset identified
or required to be identified in Part 2.8 of the Disclosure Schedule: (i) is
structurally sound, free of defects and deficiencies and in good condition and
repair (ordinary wear and tear excepted); (ii) complies in all material
respects with, and is being operated and otherwise used in full compliance
with, all applicable Legal Requirements; and (iii) is adequate and appropriate
for the uses to which it is being put. The assets identified in Part 2.8 of the
Disclosure Schedule and included within the Specified Assets are adequate for
the conduct of the Graphics Business of the Seller in the manner in which the
Graphics Business is currently being conducted.

   2.9 Real Property; Environmental Matters.

     (a) The Seller does not own any real property or any interest in real
  property, except for the leaseholds created under the real property leases
  identified in Part 2.9 of the Disclosure Schedule (the "Leased Real
  Property"). Part 2.9 of the Disclosure Schedule provides an accurate and
  complete description of the premises covered by said leases and the
  facilities located on such premises. The Seller enjoys peaceful and
  undisturbed possession of such premises.

     (b) To the Seller's knowledge, the Leased Real Property (i) is free of
  any Hazardous Material and any harmful chemical or physical conditions and
  (ii) is free of any environmental contamination of any nature.

   2.10 Proprietary Assets.

     (a) Part 2.10(a) of the Disclosure Schedule lists all Seller Proprietary
  Assets included within the Specified Assets.

     (b) Part 2.10(b) of the Disclosure Schedule (i) lists each Seller
  Proprietary Asset that (A) is owned by any other Person, (B) is licensed to
  or used by the Seller as of the date of this Agreement and (C) is or was
  used in or material to (or that relates to) the Graphics Business (except
  for any Seller Proprietary Asset that is licensed to the Seller under any
  third party software license that (1) is generally available to the public,
  and (2) imposes no future monetary obligation on the Seller) and (ii)
  identifies the license agreement or other agreement under which such Seller
  Proprietary Asset is being licensed to or used by the Seller.

     (c) The Seller has good and valid title to all of the Seller Proprietary
  Assets identified in Part 2.10(a) of the Disclosure Schedule, free and
  clear of any Encumbrances, and has a valid right to use and otherwise
  exploit, and to license others to use and otherwise exploit, all Seller
  Proprietary Assets identified in Part 2.10(b) of the Disclosure Schedule
  except as set forth in Part 2.10(c) of the Disclosure Schedule. Except as
  set forth in Part 2.10(c) of the Disclosure Schedule, the Seller is not
  obligated to make any payment to any Person for the use or other
  exploitation of any Seller Proprietary Asset included within the Specified
  Assets. Except as set forth in Part 2.10(c) of the Disclosure Schedule, the
  Seller is free to use, modify, copy, distribute, sell, license or otherwise
  exploit each of the Seller Proprietary Assets included within the Specified
  Assets on an exclusive basis (other than Seller Proprietary Assets
  consisting of software licensed to the Seller under third party licenses
  generally available to the public, with respect to which the Seller's
  rights are not exclusive). No current or former employee, officer,
  director, shareholder, consultant or

                                      B-9
<PAGE>

  independent contractor has any valid right, claim or interest in or with
  respect to any Seller Proprietary Asset included within the Specified
  Assets.

     (d) The Seller has taken all reasonable measures and precautions
  necessary to protect and maintain the confidentiality and secrecy of all
  Seller Proprietary Assets included within the Specified Assets and
  otherwise to maintain and protect the value of all Seller Proprietary
  Assets included within the Specified Assets. Except as set forth in Part
  2.l0(d) of the Disclosure Schedule, the Seller has not disclosed or
  delivered or permitted to be disclosed or delivered to any Person, and no
  Person (other than the Seller) has access to or has any rights with respect
  to, the source code, or any portion or aspect of the source code, of any
  such Seller Proprietary Asset. Without limiting the generality of the
  foregoing, (i) each current or former employee of the Seller who is or was
  involved in, or who has contributed to, the creation or development of any
  Seller Proprietary Asset has executed and delivered to the Seller an
  agreement (containing no exceptions to or exclusions from the scope of its
  coverage) that is substantially identical to the form of Confidential
  Information and Invention Assignment Agreement previously delivered by the
  Seller to Parent, and (ii) each current and former consultant and
  independent contractor to the Seller who is or was involved in, or who has
  contributed to, the creation or development of any material Proprietary
  Asset has executed and delivered to the Seller or one of the Seller
  Corporations an agreement (containing no exceptions to or exclusions from
  the scope of its coverage) that is substantially identical to the form of
  Consultant Confidential Information and Invention Assignment Agreement
  previously delivered to Parent.

     (e) Except as set forth in Part 2.10(e) of the Disclosure Schedule, with
  respect to each patent, patent application and copyright held or purported
  to be held by the Seller: (i) no Proceeding is pending or, to the best of
  the knowledge of the Seller, threatened, nor has any claim or demand been
  made, which challenges or challenged the legality, validity, enforceability
  or use by the Seller of such patent, patent application or copyright; and
  (ii) all maintenance, annuity and other fees have been fully paid and all
  filings have been properly made.

     (f) All patents, trademarks, service marks and copyrights that are
  registered with any Governmental Body and held by the Seller Corporations
  are valid and subsisting (without reference to the Parent Pending
  Litigation or the Seller Pending Litigation). None of the Seller
  Proprietary Assets infringes, misappropriates, or conflicts with any
  Proprietary Asset owned or used by any other Person (without reference to
  the Parent Pending Litigation or the Seller Pending Litigation). To the
  best of the knowledge of the Seller, no other Person is infringing,
  misappropriating or making any unlawful use of, and no Proprietary Asset
  owned or used by any other Person infringes or conflicts with, any Seller
  Proprietary Asset (without reference to the Parent Pending Litigation or
  the Seller Pending Litigation). The Seller has never misappropriated or, to
  the best of the knowledge of the Seller, made unlawful use of any
  Proprietary Asset. The Seller has never received any notice or other
  communication that any of the Seller Proprietary Assets, or its use or
  ownership thereof, infringed upon, misappropriated or made unlawful use of,
  any Proprietary Asset owned or used by any other Person.

     (g) Except as set forth in Part 2.10(g) of the Disclosure Schedule, the
  Seller has not disclosed or delivered to any Person, or permitted the
  disclosure or delivery to any Person, of the source code, or any portion or
  aspect of the source code, or any proprietary information or algorithm
  contained in any source code, of any Seller Proprietary Asset. No event has
  occurred, and no circumstance or condition exists, that (with or without
  notice or lapse of time) will, or could reasonably be expected to, result
  in the disclosure or delivery to any Person of the source code, or any
  portion or aspect of the source code, or any proprietary information or
  algorithm contained in any source code, of any Seller Proprietary Asset.

     (h) Each computer program and other item of software that is or was used
  in or material to (or that relates to) the Graphics Business is Year 2000
  Compliant. The Seller has conducted sufficient Year 2000 compliance testing
  for each computer program and item of software referred to in the preceding
  sentence to be able to determine whether such computer program and item of
  software is Year 2000 Compliant. For purposes of this Section 2.10, a
  computer program or other item of software shall be deemed to be "Year 2000
  Compliant" only if (i) the functions, calculations and other computing
  processes of such program or

                                      B-10
<PAGE>

  software perform in a consistent and correct manner without interruption
  regardless of the date on which such functions, calculations and processes
  are actually performed and regardless of the date input to the applicable
  computer system (whether before, on or after January 1, 2000); (ii) such
  program or software accepts and responds to year input in a manner that
  resolves any ambiguities as to century in a defined, predetermined and
  appropriate manner; and (iii) such program or software determines leap
  years in accordance with the following standard: (A) if dividing the year
  by 4 yields an integer, it is a leap year, except for years ending in 00,
  but (B) a year ending in 00 is a leap year if dividing it by 400 yields an
  integer.

     (i) Except with respect to demonstration or trial copies, no product,
  system, program or software module that is or was used in or material to
  (or that relates to) the Graphics Business contains any "back door," "time
  bomb," "Trojan horse," "worm," "drop dead device," "virus" or other
  software routines or hardware components designed to permit unauthorized
  access or to disable or erase software, hardware or data without the
  consent of the user.

   2.11 Contracts.

     (a) Part 2.11(a) of the Disclosure Schedule identifies each Contract
  directly or indirectly relating to the Specified Assets or the Graphics
  Business (the "Seller Contracts"). The Seller has delivered to Parent
  accurate and complete copies of all Seller Contracts, including all
  amendments thereto. Each Seller Contract is valid and in full force and
  effect.

     (b) Except as set forth in Part 2.11(b) of the Disclosure Schedule: (i)
  no Person has violated or breached, or declared or committed any default
  under, any Seller Contract; (ii) the consummation of the Acquisition shall
  not, and no event has occurred, and no circumstance or condition exists,
  that could reasonably be expected to (with or without notice or lapse of
  time) (A) result in a violation or breach of any of the provisions of any
  Seller Contract, (B) give any Person the right to declare a default or
  exercise any remedy under any Seller Contract, (C) give any Person the
  right to accelerate the maturity or performance of any Seller Contract, or
  (D) give any Person the right to cancel, terminate or modify any Seller
  Contract; (iii) the Seller has not received any notice or other
  communication (in writing or otherwise) regarding any actual, alleged,
  possible or potential violation or breach of, or default under, any Seller
  Contract; and (iv) the Seller has not waived any right under any Seller
  Contract.

     (c) To the best of the knowledge of the Seller, each Person against
  which the Seller has or may acquire any rights under any Seller Contract is
  solvent and is able to satisfy all of such Person's current and future
  monetary obligations and other obligations and Liabilities thereunder.

     (d) No Person is renegotiating, or has the right to renegotiate, any
  amount paid or payable to the Seller under any Seller Contract or any other
  term or provision of any Seller Contract.

     (e) The Seller has no knowledge of any basis upon which any party to any
  Seller Contract may object to (i) the assignment to the Purchaser of any
  right under such Seller Contract, or (ii) the delegation to or performance
  by the Purchaser of any obligation under such Seller Contract.

   2.12 Liabilities; Major Suppliers.

     (a) The Seller is not now insolvent, and will not be rendered insolvent
  by any of the Transactions. As used in this section, "insolvent" means that
  the sum of the present fair saleable value of the Seller's assets does not
  and will not exceed its debts and other probable Liabilities.

     (b) Immediately after giving effect to the consummation of the
  Transactions, (i) the Seller will be able to pay its Liabilities as they
  become due in the usual course of its business, (ii) the Seller will not
  have unreasonably small capital with which to conduct its present or
  proposed business, (iii) the Seller will have assets (calculated at fair
  market value) that exceed its Liabilities, and (iv) taking into account all
  pending and threatened litigation, final judgments against the Seller in
  actions for money damages are not reasonably anticipated to be rendered at
  a time when, or in amounts such that, the Seller will be unable to

                                      B-11
<PAGE>

  satisfy any such judgments promptly in accordance with their terms (taking
  into account the maximum probable amount of such judgments in any such
  actions and the earliest reasonable time at which such judgments might be
  rendered) as well as all other obligations of the Seller. The cash
  available to the Seller, after taking into account all other anticipated
  uses of the cash, will be sufficient to pay all such debts and judgments
  promptly in accordance with their terms.

     (c) Except as set forth in Part 2.12 of the Disclosure Schedule, the
  Seller Corporations have no material Liabilities, except for: (i)
  liabilities identified as such in the "liabilities" column of the Unaudited
  Interim Balance Sheet; (ii) accounts payable (of the type required to be
  reflected as current liabilities in the "liabilities" column of a balance
  sheet prepared in accordance with GAAP) incurred by the Seller Corporations
  in bona fide transactions entered into in the Ordinary Course of Business
  since July 31, 2000; and (iii) obligations under the Contracts listed in
  Part 2.11 of the Disclosure Schedule, to the extent that the existence of
  such obligations is ascertainable solely by reference to such Contracts.

     (d) Part 2.12 of the Disclosure Schedule: (i) provides an accurate and
  complete breakdown and aging of the accounts payable of the Seller
  Corporations as of July 31, 2000; (ii) provides an accurate and complete
  breakdown of any customer deposits or other deposits held by the Seller
  Corporations as of the date of this Agreement; and (iii) provides an
  accurate and complete breakdown of all notes payable and all other
  indebtedness of the Seller Corporations as of the date of this Agreement.

     (e) Except as set forth in Part 2.12 of the Disclosure Schedule, the
  Seller Corporations have not paid, and the Seller Corporations are not and
  will not become liable for the payment of, any fees, costs or expenses of
  the type referred to in Section 2.27.

     (f) None of the Seller Corporations has, at any time, (i) made a general
  assignment for the benefit of creditors, (ii) filed, or had filed against
  it, any bankruptcy petition or similar filing, (iii) suffered the
  attachment or other judicial seizure of all or a substantial portion of its
  assets, (iv) admitted in writing its inability to pay its debts as they
  become due, (v) been convicted of, or pleaded guilty or no contest to, any
  felony, or (vi) taken or been the subject of any action that could
  reasonably be expected to have an adverse effect on its ability to comply
  with or perform any of its covenants or obligations under any of the
  Transactional Agreements.

   2.13 Compliance with Legal Requirements. Except as set forth in Part 2.13 of
the Disclosure Schedule: (a) the Seller Corporations are in compliance in all
material respects with each Legal Requirement that is applicable to them or to
the conduct of their businesses or the ownership or use of any of their assets;
(b) the Seller Corporations have at all times been in compliance in all
material respects with each Legal Requirement that is or was applicable to them
or to the conduct of their business or the ownership or use of any of their
assets; (c) no event has occurred, and, to the knowledge of the Seller, no
condition or circumstance exists, that could reasonably be expected to (with or
without notice or lapse of time) constitute or result directly or indirectly in
a violation by the Seller Corporations of, or a failure on the part of the
Seller Corporations to comply with, any material Legal Requirement applicable
to them; and (d) the Seller Corporations have not received, at any time, any
notice or other communication (in writing or otherwise) from any Governmental
Body or any other Person regarding (i) any actual, alleged, possible or
potential violation of, or failure to comply with, any material Legal
Requirement, or (ii) any actual, alleged, possible or potential obligation on
the part of the Seller Corporations to undertake, or to bear all or any portion
of the cost of, any cleanup or any remedial, corrective or response action of
any nature. The Seller Corporations have delivered to Parent an accurate and
complete copy of each report, study, survey or other document to which the
Seller Corporations have access that addresses or otherwise relates to the
compliance of the Seller Corporations with, or the applicability to the Seller
Corporations of, any Legal Requirement. To the best of the knowledge of the
Seller, no Governmental Body has proposed or is considering any Legal
Requirement that, if adopted or otherwise put into effect, (i) could reasonably
be expected to have an adverse effect on the business, condition, assets,
liabilities, operations, financial performance, net income or prospects of
either of the Seller Corporations or on the ability of the Seller to comply
with or perform any covenant or obligation under any of the Transactional

                                      B-12
<PAGE>

Agreements, or (ii) could reasonably be expected to have the effect of
preventing, delaying, making illegal or otherwise interfering with any of the
Transactions.

   2.14 Governmental Authorizations. Part 2.14 of the Disclosure Schedule
identifies: (a) each Governmental Authorization that is held by the Seller and
that relates directly or indirectly to the Graphics Business; and (b) each
other Governmental Authorization that, to the best of the knowledge of the
Seller, is held by any employee of the Seller and relates to or is useful in
connection with the Graphics Business of the Seller. The Seller has delivered
to Parent accurate and complete copies of all of the Governmental
Authorizations identified in Part 2.14 of the Disclosure Schedule, including
all renewals thereof and all amendments thereto. Each Governmental
Authorization identified or required to be identified in Part 2.14 of the
Disclosure Schedule is valid and in full force and effect. Except as set forth
in Part 2.14 of the Disclosure Schedule: (i) the Seller is and has at all times
been in full compliance in all material respects with all of the terms and
requirements of each Governmental Authorization identified or required to be
identified in Part 2.14 of the Disclosure Schedule; (ii) no event has occurred,
and no condition or circumstance exists, that could reasonably be expected to
(with or without notice or lapse of time) (A) constitute or result directly or
indirectly in a violation of or a failure to comply with any term or
requirement of any Governmental Authorization identified or required to be
identified in Part 2.14 of the Disclosure Schedule, or (B) result directly or
indirectly in the revocation, withdrawal, suspension, cancellation, termination
or modification of any Governmental Authorization identified or required to be
identified in Part 2.14 of the Disclosure Schedule; (iii) the Seller has never
received any notice or other communication (in writing or otherwise) from any
Governmental Body or any other Person regarding (A) any actual, alleged,
possible or potential violation of or failure to comply with any term or
requirement of any Governmental Authorization, or (B) any actual, proposed,
possible or potential revocation, withdrawal, suspension, cancellation,
termination or modification of any Governmental Authorization; and (iv) all
applications required to have been filed for the renewal of the Governmental
Authorizations required to be identified in Part 2.14 of the Disclosure
Schedule have been duly filed on a timely basis with the appropriate
Governmental Bodies, and each other notice or filing required to have been
given or made with respect to such Governmental Authorizations has been duly
given or made on a timely basis with the appropriate Governmental Body. The
Governmental Authorizations identified in Part 2.14 of the Disclosure Schedule
constitute all of the Governmental Authorizations necessary (i) to enable the
Seller to conduct the Graphics Business in the manner in which such business is
currently being conducted and in the manner in which such business is proposed
to be conducted, and (ii) to permit the Seller to own and use the Specified
Assets in the manner in which they are currently owned and used.

   2.15 Tax Matters.

     (a) Each Tax required to have been paid, or claimed by any Governmental
  Body to be payable, by the Seller Corporations has been duly paid in full
  on a timely basis. Except as set forth in Part 2.15 of the Disclosure
  Schedule, no claim or other Proceeding is pending or has been threatened
  against or with respect to the Seller Corporations in respect of any Tax.
  There are no unsatisfied Liabilities for Taxes (including liabilities for
  interest, additions to tax and penalties thereon and related expenses) with
  respect to any notice of deficiency or similar document received by or on
  behalf of the Seller Corporations. The Seller has delivered to (or made
  available for inspection by) Parent accurate and complete copies of all Tax
  Returns that have been filed on behalf of or with respect to the Seller
  Corporations since December 31, 1997. The information contained in such Tax
  Returns is accurate and complete in all respects.

     (b) The Seller has sufficient tax attributes, including, without
  limitation, adjusted basis in its assets and net operating loss carryovers,
  such that any Taxes incurred by the Seller as a result of the Transactions
  shall not have an adverse effect on the Seller.

   2.16 Employee And Labor Matters.

     (a) Part 2.16 of the Disclosure Schedule accurately sets forth, with
  respect to each current employee of the Seller Corporations who performs or
  has performed any services or who engages in or has engaged

                                      B-13
<PAGE>

  in any activity related to the Specified Assets or the Graphics Business
  (including any employee who is on a leave of absence or on layoff status):
  (i) the name and title of such employee; (ii) the aggregate dollar amounts
  of the compensation (including wages, salary, commissions, director's fees,
  fringe benefits, bonuses, profit-sharing payments and other payments or
  benefits of any type) received by such employee from the Seller
  Corporations with respect to services performed in or activities engaged in
  1999 or 2000; and (iii) such employee's annualized compensation as of the
  date of this Agreement.

     (b) Except as set forth in Part 2.16 of the Disclosure Schedule, the
  Seller Corporations are not a party to or bound by, and have never been a
  party to or bound by, any employment contract or any union contract,
  collective bargaining agreement or similar Contract.

     (c) The employment of the employees of the Seller Corporations is
  terminable by the Seller Corporations at will, and no employee is entitled
  to severance pay or other benefits upon or following termination or
  resignation, except as otherwise provided by law. The Seller has delivered
  to Parent accurate and complete copies of all employee manuals and
  handbooks, disclosure materials, policy statements and other materials
  relating to the employment of the current and former employees of the
  Seller Corporations.

     (d) To the best of the knowledge of the Seller: (i) no employee of the
  Seller Corporations intends to terminate his or her employment and (ii) no
  employee of the Seller Corporations is a party to or is bound by any
  confidentiality agreement, noncompetition agreement or other Contract (with
  any Person) that could reasonably be expected to have an adverse effect on
  (A) the performance by such employee of any of his or her duties or
  responsibilities as an employee of the Seller Corporations or as a
  prospective employee of the Purchaser, or (B) the business of the Seller
  Corporations or the Purchaser.

     (e) The Seller Corporations are not engaged in any unfair labor practice
  of any nature. There has never been any slowdown, work stoppage, labor
  dispute or union organizing activity, or any similar activity or dispute,
  affecting the Seller Corporations or any of their employees, and no Person
  has threatened to commence any such slowdown, work stoppage, labor dispute
  or union organizing activity or any similar activity or dispute.

     (f) Except as set forth in Part 2.16 of the Disclosure Schedule, (i) the
  execution of this Agreement and the consummation of the transactions
  contemplated hereby will not (either alone or upon the occurrence of any
  additional or subsequent events other than events occurring after the
  Closing that are caused by acts or omissions of the Seller Corporations)
  constitute an event under any Employee Benefit Plan that will or may result
  in any payment (whether of severance pay or otherwise), acceleration,
  forgiveness of indebtedness, vesting, distribution, increase in benefits or
  obligation to fund benefits with respect to any employee and (ii) no
  payment or benefit that will or may be made by the Seller Corporations with
  respect to any employee will be characterized as an "excess parachute
  payment," within the meaning of Section 280G(b)(1) of the Code.

   2.17 Benefit Plans; ERISA.

     (a) Part 2.17 of the Disclosure Schedule identifies and provides an
  accurate and complete description of each Employee Benefit Plan. The Seller
  Corporations have never established, adopted, maintained, sponsored,
  contributed to, participated in or incurred any Liability with respect to
  any Employee Benefit Plan, except for the Employee Benefit Plans identified
  in Part 2.17 of the Disclosure Schedule; and the Seller Corporations have
  never provided or made available any fringe benefit or other benefit of any
  nature to any of its employees, except as set forth in Part 2.17 of the
  Disclosure Schedule.

     (b) The Seller has caused to be delivered to Parent, with respect to
  each Employee Benefit Plan: (i) an accurate and complete copy of such
  Employee Benefit Plan and all amendments thereto (including any amendment
  that is scheduled to take effect in the future); (ii) an accurate and
  complete copy of each Contract (including any trust agreement, funding
  agreement, service provider agreement, insurance agreement, investment
  management agreement or recordkeeping agreement) relating to such Employee
  Benefit Plan; (iii) an accurate and complete copy of any description,
  summary, notification, report or other

                                      B-14
<PAGE>

  document that has been furnished to any employee of the Seller with respect
  to such Employee Benefit Plan; (iv) an accurate and complete copy of any
  form, report, registration statement or other document that has been filed
  with or submitted to any Governmental Body with respect to such Employee
  Benefit Plan; and (v) an accurate and complete copy of any determination
  letter, notice or other document that has been issued by, or that has been
  received by the Seller from, any Governmental Body with respect to such
  Employee Benefit Plan.

     (c) Each Employee Benefit Plan is being and has at all times been
  operated and administered in full compliance with the provisions thereof.
  Each contribution or other payment that is required to have been accrued or
  made under or with respect to any Employee Benefit Plan has been duly
  accrued and made on a timely basis. Each Employee Benefit Plan has at all
  times complied and been operated and administered in full compliance with
  all applicable reporting, disclosure and other requirements of ERISA and
  the Code and all other applicable Legal Requirements. The Seller
  Corporations have never incurred any Liability to the Internal Revenue
  Service or any other Governmental Body with respect to any Employee Benefit
  Plan; and no event has occurred, and no condition or circumstance exists,
  that could reasonably be expected to (with or without notice or lapse of
  time) give rise directly or indirectly to any such material Liability.
  Neither the Seller Corporations nor any Person that is or was an
  administrator or fiduciary of any Employee Benefit Plan (or that acts or
  has acted as an agent of the Seller Corporations or any such administrator
  or fiduciary) has engaged in any transaction or has otherwise acted or
  failed to act in a manner that has subjected or may subject the Seller to
  any material Liability for breach of any fiduciary duty or any other duty.
  No Employee Benefit Plan, and no Person that is or was an administrator or
  fiduciary of any Employee Benefit Plan (or that acts or has acted as an
  agent of any such administrator or fiduciary): (i) has engaged in a
  "prohibited transaction" within the meaning of Section 406 of ERISA or
  Section 4975 of the Code; (ii) has failed to perform any of the
  responsibilities or obligations imposed upon fiduciaries under Title I of
  ERISA; or (iii) has taken any action that (A) may subject such Employee
  Benefit Plan or such Person to any Tax, penalty or Liability relating to
  any "prohibited transaction," or (B) may directly or indirectly give rise
  to or serve as a basis for the assertion (by any employee or by any other
  Person) of any claim under, on behalf of or with respect to such Employee
  Benefit Plan.

     (d) No inaccurate or misleading representation, statement or other
  communication has been made or directed (in writing or otherwise) to any
  current or former employee of the Seller Corporations (i) with respect to
  such employee's participation, eligibility for benefits, vesting, benefit
  accrual or coverage under any Employee Benefit Plan or with respect to any
  other matter relating to any Employee Benefit Plan, or (ii) with respect to
  any proposal or intention on the part of the Seller Corporations to
  establish or sponsor any Employee Benefit Plan or to provide or make
  available any fringe benefit or other benefit of any nature.

     (e) The Seller Corporations have not advised any of their employees (in
  writing or otherwise) that they intend or expect to establish or sponsor
  any Employee Benefit Plan or to provide or make available any fringe
  benefit or other benefit of any nature in the future.

   2.18 Sale of Products. Each product that has been sold by the Seller
Corporations to any Person: (i) conformed and complied in all respects with the
terms and requirements of any applicable warranty or other Contract and with
all applicable Legal Requirements; and (ii) was free of any material design
defects, construction defects or other defects or deficiencies at the time of
sale. No product manufactured or sold by the Seller Corporations has been the
subject of any recall or other similar action; and no event has occurred, and
no condition or circumstance exists, that could reasonably be expected to (with
or without notice or lapse of time) directly or indirectly give rise to or
serve as a basis for any such recall or other similar action relating to any
such product.

   2.19 Performance Of Services. All services that have been performed on
behalf of the Seller Corporations were performed properly and in conformity in
all material respects with the terms and requirements of all applicable
warranties and other Contracts and with all applicable Legal Requirements.
Neither Parent nor the Purchaser will incur or otherwise become subject to any
Liability arising directly or

                                      B-15
<PAGE>

indirectly from any services performed by the Seller Corporations. There is no
claim pending or, to the knowledge of the Seller, threatened against the Seller
Corporations relating to any services performed by the Seller Corporations,
and, to the best of the knowledge of the Seller, there is no basis for the
assertion of any such claim.

   2.20 Insurance.

     (a) Part 2.20 of the Disclosure Schedule accurately sets forth, with
  respect to each insurance policy maintained by or at the expense of, or for
  the direct or indirect benefit of, the Seller Corporations: (i) the name of
  the insurance carrier that issued such policy and the policy number of such
  policy; (ii) whether such policy is a "claims made" or an "occurrences"
  policy; (iii) a description of the coverage provided by such policy and the
  material terms and provisions of such policy (including all applicable
  coverage limits, deductible amounts and co-insurance arrangements and any
  non-customary exclusions from coverage); (iv) the annual premium payable
  with respect to such policy, and the cash value (if any) of such policy;
  and (v) a description of any claims pending, and any claims that have been
  asserted since January 1, 1998, with respect to such policy or any
  predecessor insurance policy. Part 2.20 of the Disclosure Schedule also
  identifies (1) each pending application for insurance that has been
  submitted by or on behalf of the Seller Corporations, (2) each self-
  insurance or risk-sharing arrangement affecting the Seller Corporations or
  any of the assets of the Seller Corporations, and (3) all material risks
  (of the type customarily insured by Comparable Entities) for which the
  Seller Corporations do not maintain insurance coverage. The Seller has
  delivered to Parent accurate and complete copies of all of the insurance
  policies identified in Part 2.20 of the Disclosure Schedule (including all
  renewals thereof and endorsements thereto) and all of the pending
  applications identified in Part 2.20 of the Disclosure Schedule. Each of
  the policies identified in Part 2.20 of the Disclosure Schedule is valid,
  enforceable and in full force and effect, and has been issued by an
  insurance carrier that, to the best of the knowledge the Seller, is
  solvent, financially sound and reputable. All of the information contained
  in the applications submitted in connection with said policies was (at the
  times said applications were submitted) accurate and complete, and all
  premiums and other amounts owing with respect to said policies have been
  paid in full on a timely basis.

     (b) Part 2.20 of the Disclosure Schedule identifies each insurance claim
  made by the Seller Corporations since January 31, 1999. No event has
  occurred, and no condition or circumstance exists, that could reasonably be
  expected to (with or without notice or lapse of time) directly or
  indirectly give rise to or serve as a basis for any such insurance claim.
  The Seller Corporations have not received: (i) any notice or other
  communication (in writing or otherwise) regarding the actual or possible
  cancellation or invalidation of any of the policies identified in Part 2.20
  of the Disclosure Schedule or regarding any actual or possible adjustment
  in the amount of the premiums payable with respect to any of said policies;
  (ii) any notice or other communication (in writing or otherwise) regarding
  any actual or possible refusal of coverage under, or any actual or possible
  rejection of any claim under, any of the policies identified in Part 2.20
  of the Disclosure Schedule; or (iii) any indication that the issuer of any
  of the policies identified in Part 2.20 of the Disclosure Schedule may be
  unwilling or unable to perform any of its obligations thereunder.

   2.21 Proceedings; Orders. Except as set forth in Part 2.21 of the Disclosure
Schedule, there is no pending Proceeding, and, to the knowledge of the Seller,
no Person has threatened in writing to commence any Proceeding: (i) that
involves the Seller Corporations or that otherwise relates to or could
reasonably be expected to affect the business of the Seller Corporations or any
of the Specified Assets or the Graphics Business (whether or not any Seller
Corporation is named as a party thereto); or (ii) that challenges, or that
could reasonably be expected to have the effect of preventing, delaying, making
illegal or otherwise interfering with, any of the Transactions. Except as set
forth in Part 2.21 of the Disclosure Schedule, no event has occurred, and no
claim, dispute or other condition or circumstance exists, that could reasonably
be expected to directly or indirectly give rise to or serve as a basis for the
commencement of any such Proceeding. Except as set forth in Part 2.21 of the
Disclosure Schedule, since January 1, 1998, no Proceeding has been commenced by

                                      B-16
<PAGE>

or against the Seller Corporations. The Seller has delivered to Parent accurate
and complete copies of all pleadings, correspondence and other written
materials (to which the Seller has access) that relate to the Proceedings
identified in Part 2.21 of the Disclosure Schedule. There is no Order to which
the Seller Corporations, or any of the assets owned or used by the Seller
Corporations, is subject, and no Related Party is subject to any Order that
relates to the Seller Corporations' businesses or to any of the assets of the
Seller Corporations. To the best of the knowledge of the Seller, no employee of
the Seller Corporations is subject to any Order that may prohibit employee from
engaging in or continuing any conduct, activity or practice relating to the
business of the Seller Corporations. There is no proposed Order that, if issued
or otherwise put into effect, (i) could reasonably be expected to have an
adverse effect on the business, condition, assets, liabilities, operations,
financial performance, net income or prospects of the Seller or on the ability
of the Seller to comply with or perform any covenant or obligation under any of
the Transactional Agreements, or (ii) could reasonably be expected to have the
effect of preventing, delaying, making illegal or otherwise interfering with
any of the Transactions.

   2.22 Authority; Binding Nature Of Agreements.

     (a) The Seller has the absolute and unrestricted right, power and
  authority to enter into and (subject to the approval of the Acquisition and
  the Plan of Dissolution by the Required Shareholder Vote) to perform its
  obligations under each of the Transactional Agreements to which it is or
  may become a party; and, subject to the approval of the Acquisition and the
  Plan of Dissolution by the Required Shareholder Vote (as defined in Section
  2.22(b)), the execution, delivery and performance by the Seller of the
  Transactional Agreements to which it is or may become a party have been
  duly authorized by all necessary action on the part of the Seller and its
  board of directors and officers. This Agreement constitutes the legal,
  valid and binding obligation of the Seller, enforceable against the Seller
  in accordance with its terms, subject to (i) laws of general application
  relating to bankruptcy, insolvency and the relief of debtors, and (ii)
  rules of law governing specific performance, injunctive relief and other
  equitable remedies. Upon the execution of each of the other Transactional
  Agreements at the Closing, each of such other Transactional Agreements to
  which the Seller is a party will constitute the legal, valid and binding
  obligation of the Seller and will be enforceable against the Seller in
  accordance with its terms, subject to (i) laws of general application
  relating to bankruptcy, insolvency and the relief of debtors, and (ii)
  rules of law governing specific performance, injunctive relief and other
  equitable remedies.

     (b) The affirmative vote of the holders of a majority of the shares of
  capital stock of the Seller outstanding on the record date for the Persons
  entitled to vote on the Acquisition are the only votes of the holders of
  any class or series of the Seller's capital stock necessary to approve the
  Acquisition and the Plan of Dissolution (the "Required Shareholder Vote.")

   2.23 Non-Contravention; Consents. Neither the execution and delivery by the
Seller of any of the Transactional Agreements, nor the consummation or
performance by the Seller of any of the Transactions, will directly or
indirectly (with or without notice or lapse of time):

     (a) contravene, conflict with or result in a violation of, or give any
  Governmental Body or other Person the right to challenge any of the
  Transactions or to exercise any remedy or obtain any relief under, any
  Legal Requirement or any Order to which the Seller, or any of the assets of
  the Seller, is subject;

     (b) cause the Purchaser or any affiliate of the Purchaser to become
  subject to, or to become liable for the payment of, any Tax;

     (c) cause any of the Specified Assets to be reassessed or revalued by
  any taxing authority or other Governmental Body;

     (d) contravene, conflict with or result in a violation of any of the
  terms or requirements of, or give any Governmental Body the right to
  revoke, withdraw, suspend, cancel, terminate or modify, any Governmental
  Authorization that is to be included in the Specified Assets or is held by
  the Seller Corporations or any employee of the Seller Corporations;


                                      B-17
<PAGE>

     (e) except as set forth on Part 2.11(b) of the Disclosure Schedule,
  contravene, conflict with or result in a violation or breach of, or result
  in a default under, any provision of any Contract;

     (f) except as set forth on Part 2.11(b) of the Disclosure Schedule, give
  any Person the right to (i) declare a default or exercise any remedy under
  any Contract, (ii) accelerate the maturity or performance of any Contract,
  or (iii) cancel, terminate or modify any Contract; or

     (g) result in the imposition or creation of any Encumbrance upon or with
  respect to any of the Specified Assets.

   Except as may be required by the Exchange Act, the California Corporations
Code, the HSR Act, any foreign antitrust law or regulation, the WARN Act and
the NASD Bylaws (as they relate to the Form S-4 Registration Statement and the
Prospectus/Proxy Statement), the Seller neither was, is or will be required to
make any filing with or give any notice to, or to obtain any Consent from, any
Person in connection with the execution and delivery of any of the
Transactional Agreements or the consummation or performance of any of the
Transactions.

   2.24 Transactions with Affiliates. Except as set forth in the Seller SEC
Documents filed prior to the date of this Agreement, between the date of the
Seller's last proxy statement filed with the SEC and the date of this
Agreement, no event has occurred that would be required to be reported by the
Seller pursuant to Item 404 of Regulation S-K promulgated by the SEC.

   2.25 No Discussions. Neither the Seller Corporations nor any Representative
of the Seller Corporations is engaged, directly or indirectly, in any
discussions or negotiations with any other Person relating to any Acquisition
Proposal. The Seller Corporations have not waived, and will not waive, any
rights under any confidentiality, "standstill", nonsolicitation or similar
agreement with any third party to which any of the Seller Corporations is a
party or under which the Seller Corporations have any rights.

   2.26 Opinion of Financial Advisor. The Seller's board of directors has
received the written opinion of Needham & Co., Inc., financial advisor to the
Seller, dated the date of this Agreement, to the effect that, as of such date,
the terms of the Transactions are fair, from a financial point of view, to the
Seller. The Seller has furnished an accurate and complete copy of such written
opinion to Parent.

   2.27 Brokers. Except for Robertson Stephens & Co. and Needham & Co., Inc.,
whose fees and expenses shall be the responsibility of the Seller, no broker,
finder or investment banker is entitled to any brokerage, finder's or other fee
or commission in connection with the Transactions based upon arrangements made
by or on behalf of any of the Seller Corporations or any of their
Representatives. The total of all fees, commissions and other amounts that have
been paid by the Seller Corporations with respect to the Transactions to
Robertson Stephens & Co. and Needham & Co., Inc., and all fees, commissions and
other amounts that may become payable to Robertson Stephens & Co. and Needham &
Co., Inc. by the Seller Corporations if the Transactions are consummated will
not exceed $2,500,000 plus reasonable out-of-pocket expenses. The Seller has
furnished to Parent accurate and complete copies of all agreements under which
any such fees, commissions or other amounts have been paid to may become
payable and all indemnification and other agreements related to the engagement
of Robertson Stephens & Co. and Needham & Co., Inc.

   2.28 Full Disclosure. None of the Transactional Agreements contains or will
contain any untrue statement of material fact; and none of the Transactional
Agreements omits or will omit to state any material fact necessary to make any
of the representations, warranties or other statements or information contained
therein not misleading. All of the information set forth in the Disclosure
Schedule, and all other information regarding the Seller Corporations and their
respective businesses, condition, assets, liabilities, operations, financial
performance, net income and prospects that has been furnished to Parent or any
of Parent's Representatives by or on behalf of the Seller or by any
Representative of the Seller, is accurate and complete in all material
respects.


                                      B-18
<PAGE>

   2.29 Sufficiency of Cash Consideration. The Cash Consideration will be
sufficient to enable the Seller Corporations to pay in full all Liabilities of
the Seller Corporations (other than the Designated Contractual Obligations),
including, without limitation, any Taxes due and other amounts owed as a result
of the Transactions and any amounts due with respect to dissenting shares as
described in Section 1.10, and to otherwise satisfy in full all actual or
potential claims of creditors of the Seller Corporations.

3. Representations and Warranties of Parent and the Purchaser.

   Parent and the Purchaser represent and warrant, to and for the benefit of
the Seller, as follows:

   3.1 Due Organization; Etc. Each of Parent and the Purchaser is a corporation
duly organized, validly existing and in good standing under the laws of the
State of Delaware.

   3.2 Authority; Binding Nature Of Agreements. Each of Parent and the
Purchaser has the absolute and unrestricted right, power and authority to enter
into and to perform its obligations under each of the Transactional Agreements
to which it is or may become a party; and the execution, delivery and
performance by each of Parent and the Purchaser of the Transactional Agreements
to which it is or may become a party have been duly authorized by all necessary
action on the part of Parent and the Purchaser and their respective boards of
directors and officers. This Agreement constitutes the legal, valid and binding
obligation of each of Parent and the Purchaser, enforceable against Parent and
the Purchaser in accordance with its terms, subject to (i) laws of general
application relating to bankruptcy, insolvency and the relief of debtors, and
(ii) rules of law governing specific performance, injunctive relief and other
equitable remedies. Upon the execution of each of the other Transactional
Agreements at the Closing, each of such other Transactional Agreements to which
each of Parent and the Purchaser is a party will constitute the legal, valid
and binding obligation of Parent or the Purchaser (as the case may be) and will
be enforceable against Parent or the Purchaser (as the case may be) in
accordance with its terms, subject to (i) laws of general application relating
to bankruptcy, insolvency and the relief of debtors, and (ii) rules of law
governing specific performance, injunctive relief and other equitable remedies.

   3.3 SEC Filings. Parent has delivered or made available to the Seller
accurate and complete copies of all registration statements, proxy statements
and other statements, reports, schedules, forms and other documents filed by
Parent with the SEC since July 1, 1999, and all amendments thereto.

   3.4 Non-Contravention; Consents. Neither the execution and delivery by
Parent and the Purchaser of any of the Transactional Agreements, nor the
consummation or performance by Parent and the Purchaser of any of the
Transactions, will directly or indirectly (with or without notice or lapse of
time) conflict with or result in any breach of any provision of the certificate
of incorporation or bylaws of Parent or the Purchaser. Except as may be
required by the Exchange Act, the California Corporations Code, the HSR Act,
any foreign antitrust law or regulation and the NASD Bylaws (as they relate to
the Form S-4 Registration Statement and the Prospectus/Proxy Statement),
neither Parent nor the Purchaser was, is or will be required to make any filing
with or give any notice to, or to obtain any Consent from, any Person in
connection with the execution and delivery of any of the Transactional
Agreements or the consummation or performance of any of the Transactions.

   3.5 Valid Issuance. The Parent Common Stock to be issued in connection with
the Transactions will, when issued in accordance with the provisions of this
Agreement, be validly issued, fully paid and nonassessable.

   3.6 Brokers. Except for Morgan Stanley & Co. Incorporated, whose fees and
expenses shall be the responsibility of Parent, neither Parent nor the
Purchaser has become obligated to pay, and has not taken any action that might
result in any Person claiming to be entitled to receive, any brokerage
commission, finder's fee or similar commission or fee in connection with any of
the Transactions.


                                      B-19
<PAGE>

4. Pre-Closing Covenants of the Seller.

   4.1 Access And Investigation. The Seller shall ensure that, at all times
during the Pre-Closing Period: (a) the Seller and its Representatives provide
Parent, the Purchaser and their Representatives with free and complete access
to the Seller's Representatives, personnel and assets and to all existing
books, records, Tax Returns, work papers and other documents and information
relating to the Seller Corporations, the Graphics Business, the Specified
Assets and such other information as Parent or the Purchaser may reasonably
request; (b) the Seller and its Representatives provide the Purchaser and its
Representatives with such copies of existing books, records, Tax Returns, work
papers and other documents and information relating to the Seller and its
business as Parent or the Purchaser may request in good faith; and (c) the
Seller and its Representatives compile and provide the Purchaser and its
Representatives with such additional financial, operating and other data and
information relating to the Seller and its business as Parent or the Purchaser
may request in good faith.

   4.2 Operation Of Business. The Seller shall ensure that, except as otherwise
expressly contemplated by the Transactional Agreements, during the Pre-Closing
Period:

     (a) the Seller Corporations conduct their respective businesses and
  operations in accordance with prudent practices and in compliance with all
  applicable Legal Requirements and the requirements of all Seller Contracts,
  and except as expressly contemplated by this Agreement, they (i) preserve
  intact the current business organization relating to the Specified Assets
  and the Graphics Business, (ii) keep available the services of the current
  officers and employees relating to the Specified Assets and the Graphics
  Business, (iii) maintain good relations and goodwill with all suppliers,
  customers, landlords, creditors, licensors, licensees, employees,
  independent contractors and other Persons having business relationships
  with them relating to the Specified Assets and the Graphics Business, and
  (iv) promptly repair, restore or replace any Specified Assets that are
  destroyed or damaged;

     (b) the Seller shall use its best efforts to (i) develop a Plan of
  Dissolution, (ii) comply in all respects with, and carry out in accordance
  with its terms, the Plan of Dissolution, (iii) not take any action
  prohibited by the Plan of Dissolution or omit to take any action required
  to be taken by the Plan of Dissolution, and (iv) obtain the approval of the
  shareholders of the Seller with respect to the Plan of Dissolution;

     (c) the Seller keeps in full force all insurance policies identified in
  Part 2.21 of the Disclosure Schedule;

     (d) the officers of the Seller confer regularly with the Purchaser
  concerning operational matters and otherwise report regularly to the
  Purchaser concerning the status of the Seller's business, condition,
  assets, liabilities, operations, financial performance and prospects;

     (e) the Purchaser is notified within forty-eight hours of any inquiry,
  proposal or offer from any Person relating to any Acquisition Transaction;

     (f) the Seller Corporations do not effect or become a party to any
  Acquisition Transaction;

     (g) the Seller Corporations do not form any subsidiary or acquire any
  equity interest or other interest in any other Entity;

     (h) the Seller Corporations do not make any capital expenditure;

     (i) the Seller Corporations do not enter into or permit any of the
  Specified Assets or the Graphics Business to become bound by any Contract
  other than in the Ordinary Course of Business;

     (j) the Seller Corporations do not incur, assume or otherwise become
  subject to any Liability, except for current liabilities (of the type
  required to be reflected in the "liabilities" column of a balance sheet
  prepared in accordance with GAAP) incurred in the Ordinary Course of
  Business (taking into account the wind-up and dissolution of the Seller);


                                      B-20
<PAGE>

     (k) the Seller Corporations do not establish or adopt any Employee
  Benefit Plan, or pay any bonus or make any profit-sharing or similar
  payment to, or increase the amount of the wages, salary, commissions, fees,
  fringe benefits or other compensation or remuneration payable to, any of
  their directors, officers, employees or independent contractors;

     (l) the Seller Corporations do not change any of their methods of
  accounting or accounting practices in any respect;

     (m) except for the stay of the Seller Pending Litigation and the Parent
  Pending Litigation pursuant to the Stay Order, the Seller Corporations do
  not commence or settle any Proceeding;

     (n) the Seller Corporations do not enter into any transaction or take
  any other action of the type referred to in Section 2.4;

     (o) except as expressly contemplated by the Plan of Dissolution, the
  Seller Corporations do not enter into any transaction or take any other
  action outside the Ordinary Course of Business;

     (p) the Seller Corporations pay in full all indebtedness, liabilities,
  obligations and other amounts when due;

     (q) none of the Seller Corporations shall (i) make a general assignment
  for the benefit of creditors, (ii) file, or consent to the filing against
  it, any bankruptcy or insolvency petition or similar filing, (iii) suffer
  the attachment or other judicial seizure of all or a substantial portion of
  its assets, (iv) admit in writing its inability to pay its debts as they
  become due, (v) become convicted of, or plead guilty or no contest to, any
  felony, (vi) take or become the subject of any action that may have an
  adverse effect on its ability to comply with or perform any of its
  covenants or obligations under any of the Transactional Agreements, or
  (vii) except as contemplated by the Plan of Dissolution, voluntarily wind
  up and dissolve;

     (r) the Seller Corporations do not directly or indirectly assign,
  transfer, sell or convey to any third party, or otherwise dispose of, any
  graphics chips described in the Disclosure Schedule or otherwise owned by
  any of the Seller Corporations on the date of this Agreement (including by
  combining any such graphics chips with any other materials or inventory of
  the Seller Corporations or by installing any such graphics chips on any
  board), and the Seller takes reasonable and responsible security measures
  to safeguard the entire inventory of the Seller's graphics chips;

     (s) the Seller Corporations do not enter into any transaction or take
  any other action that causes or constitutes a Breach of any representation,
  warranty or covenant made by the Seller in this Agreement or in the Seller
  Closing Certificate; and

     (t) the Seller Corporations do not agree, commit or offer (in writing or
  otherwise) to take any of the actions described in clauses "(i)" through
  "(s)" of this Section 4.2.

   4.3 Filings and Consents. The Seller shall ensure that: (a) as soon as
possible after the date of this Agreement, the Seller files with the
appropriate Governmental Bodies the notification form required to be filed by
the Seller under the HSR Act with respect to the Transactions, together with a
request for early termination of the applicable waiting period; (b) all
filings, notices and Consents required to be made, given and obtained in order
to consummate the Transactions are made, given and obtained on a timely basis;
and (c) during the Pre-Closing Period, the Seller and its respective
Representatives cooperate with Parent and the Purchaser and with their
Representatives, and prepare and make available such documents and take such
other actions as Parent or the Purchaser may request in good faith, in
connection with any filing, notice or Consent that Parent or the Purchaser is
required or elects to make, give or obtain.

   4.4 Notification; Updates to Disclosure Schedule. During the Pre-Closing
Period, the Seller shall promptly notify Parent and the Purchaser in writing
of: (a) the discovery by the Seller of any event, condition, fact or
circumstance that occurred or existed on or prior to the date of this Agreement
and that causes or constitutes a Breach of any representation or warranty made
by the Seller in this Agreement; (b) any event, condition, fact or circumstance
that occurs, arises or exists after the date of this Agreement and that would

                                      B-21
<PAGE>

cause or constitute a Breach of any representation or warranty made by the
Seller in this Agreement if (i) such representation or warranty had been made
as of the time of the occurrence, existence or discovery of such event,
condition, fact or circumstance, or (ii) such event, condition, fact or
circumstance had occurred, arisen or existed on or prior to the date of this
Agreement; (c) any Breach of any covenant or obligation of the Seller; and (d)
any event, condition, fact or circumstance that may make the timely
satisfaction of any of the conditions set forth in Section 6 or Section 7
impossible or unlikely. If any event, condition, fact or circumstance that is
required to be disclosed pursuant to this Section 4.4 requires any change in
the Disclosure Schedule, or if any such event, condition, fact or circumstance
would require such a change assuming the Disclosure Schedule were dated as of
the date of the occurrence, existence or discovery of such event, condition,
fact or circumstance, then the Seller shall promptly deliver to Parent and the
Purchaser an update to the Disclosure Schedule specifying such change. No such
update shall be deemed to supplement or amend the Disclosure Schedule for the
purpose of (i) determining the accuracy of any representation or warranty made
by the Seller in this Agreement or in the Seller Closing Certificate, or (ii)
determining whether any of the conditions set forth in Section 6 has been
satisfied.

   4.5 No Solicitation.

     (a) The Seller Corporations shall not directly or indirectly, and shall
  not authorize or permit any of their Representatives directly or indirectly
  to, (i) solicit, initiate, encourage, induce or facilitate the making,
  submission or announcement of any Acquisition Proposal or take any action
  that could reasonably be expected to lead to an Acquisition Proposal, (ii)
  furnish any information regarding any of the Seller Corporations to any
  Person in connection with or in response to an Acquisition Proposal or an
  inquiry or indication of interest that could lead to an Acquisition
  Proposal, (iii) engage in discussions or negotiations with any Person with
  respect to any Acquisition Proposal, (iv) approve, endorse or recommend any
  Acquisition Proposal or (v) enter into any letter of intent or similar
  document or any Contract contemplating or otherwise relating to any
  Acquisition Transaction; provided, however, that this Section 4.5 shall not
  be deemed to prevent the Seller or its board of directors from complying
  with its legal obligations under Rules 14d-9 and 14e-2 as promulgated under
  the Exchange Act with regard to an Acquisition Proposal (it being
  understood that such compliance may constitute a Triggering Event under
  certain circumstances); and provided, further, that prior to the approval
  of the Acquisition and the Plan of Dissolution by the Required Shareholder
  Vote, this Section 4.5(a) shall not prohibit the Seller from furnishing
  nonpublic information regarding the Seller to, or entering into discussions
  with, any Person in response to a Superior Offer that is submitted to the
  Seller by such Person (and not withdrawn) if (1) neither the Seller nor any
  Representative of the Seller shall have breached or taken any action
  inconsistent with any of the provisions set forth in this Section 4.5, (2)
  the board of directors of the Seller concludes in good faith, after having
  consulted with its outside legal counsel, that such action is required in
  order for the board of directors of the Seller to comply with its fiduciary
  obligations to the Seller's shareholders under applicable law, (3) at least
  five business days prior to furnishing any such nonpublic information to,
  or entering into discussions with, such Person, the Seller gives Parent and
  the Purchaser written notice of the identity of such Person and of the
  Seller's intention to furnish nonpublic information to, or enter into
  discussions with, such Person, and the Seller receives from such Person an
  executed confidentiality agreement containing customary limitations on the
  use and disclosure of all nonpublic written and oral information furnished
  to such Person by or on behalf of the Seller and containing provisions no
  less favorable to the Seller than the provisions contained in Sections 1, 2
  or 4 of that certain Confidentiality Agreement dated November 20, 2000
  between the Seller and Parent (the "Confidentiality Agreement"), and (4) at
  least five business days prior to furnishing any such nonpublic information
  to such Person, the Seller furnishes such nonpublic information to Parent
  and the Purchaser (to the extent such nonpublic information has not been
  previously furnished by the Seller to Parent and the Purchaser). Without
  limiting the generality of the foregoing, the Seller acknowledges and
  agrees that any action inconsistent with any of the provisions set forth in
  the preceding sentence by any Representative of the Seller, whether or not
  such Representative is purporting to act on behalf of the Seller, shall be
  deemed to constitute a breach of this Section 4.5 by the Seller.


                                      B-22
<PAGE>

     (b) The Seller shall promptly (and in no event later than 48 hours after
  receipt of any Acquisition Proposal, any inquiry or indication of interest
  that could reasonably be expected to lead to an Acquisition Proposal or any
  request for nonpublic information) advise Parent and the Purchaser orally
  and in writing of any Acquisition Proposal, any inquiry or indication of
  interest that could reasonably be expected to lead to an Acquisition
  Proposal or any request for nonpublic information relating to the Seller
  (including the identity of the Person making or submitting such Acquisition
  Proposal, inquiry, indication of interest or request, and the terms
  thereof) that is made or submitted by any Person during the Pre-Closing
  Period. The Seller shall keep Parent and the Purchaser fully informed with
  respect to the status of any such Acquisition Proposal, inquiry, indication
  of interest or request and any modification or proposed modification
  thereto.

     (c) The Seller shall immediately cease and cause to be terminated any
  discussions existing at the time of this Agreement with any Person that
  relate to any Acquisition Proposal.

     (d) The Seller agrees not to release or permit the release of any Person
  from, or to waive or permit the waiver of any provision of, any
  confidentiality, "standstill", nonsolicitation or similar agreement to
  which the Seller is a party or under which the Seller has any rights, and
  will use its best efforts to enforce or cause to be enforced each such
  agreement at the request of Parent or the Purchaser. The Seller also will
  promptly request each Person that has executed a confidentiality agreement
  in connection with its consideration of a possible Acquisition Transaction
  or equity investment to return all confidential information heretofore
  furnished to such Person by or on behalf of the Seller.

   4.6 Shareholders' Meeting.

     (a) The Seller shall, in accordance with its articles of incorporation
  and bylaws and the applicable provisions of the California Corporations
  Code, call and hold a special meeting of its shareholders (on a date
  selected by the Seller in consultation with the Purchaser) as promptly as
  reasonably practicable after the Form S-4 Registration Statement is
  declared effective under the Securities Act for the purpose of permitting
  them to consider and to vote upon and approve the Acquisition and the Plan
  of Dissolution (the "Shareholders' Meeting"). The Seller shall ensure that
  all proxies solicited in connection with the Shareholders' Meeting are
  solicited in compliance with all applicable Legal Requirements.

     (b) Subject to Section 4.6(c): (i) the Prospectus/Proxy Statement shall
  include a statement to the effect that the board of directors of the Seller
  unanimously recommends that the Seller's shareholders vote to approve the
  Acquisition and the Plan of Dissolution at the Shareholders' Meeting (the
  recommendation of the Seller's board of directors that the Seller's
  shareholders vote to approve the Acquisition and the Plan of Dissolution
  being referred to as the "Seller Board Recommendation"); and (ii) the
  Seller Board Recommendation shall not be withdrawn or modified in a manner
  adverse to Parent or the Purchaser, and no resolution by the board of
  directors of the Seller or any committee thereof to withdraw or modify the
  Seller Board Recommendation in a manner adverse to Parent or the Purchaser
  shall be adopted or proposed.

     (c) Notwithstanding anything to the contrary contained in Section
  4.6(b), at any time prior to the approval of the Acquisition and the Plan
  of Dissolution by the Required Shareholder Vote, the Seller Board
  Recommendation may be withdrawn or modified in a manner adverse to Parent
  or the Purchaser if: (i) an unsolicited, bona fide written offer to
  purchase all of the outstanding shares of Seller Common Stock or
  substantially of the assets of the Seller is made to the Seller and is not
  withdrawn; (ii) the Seller provides Parent and the Purchaser with at least
  two business days' prior notice of any meeting of the Seller's board of
  directors at which such board of directors will consider and determine
  whether such offer is a Superior Offer; (iii) the Seller's board of
  directors determines in good faith (based upon a written opinion of an
  independent financial advisor of nationally recognized reputation) that
  such offer constitutes a Superior Offer; (iv) the Seller's board of
  directors determines in good faith, after having taken into account the
  written advice of the Seller's outside legal counsel, that, in light of
  such Superior Offer, and taking into account any offer made by Parent or
  the Purchaser pursuant to clause (vii) below, the withdrawal or
  modification of the Seller Board Recommendation is required in order for
  the Seller's board of directors to comply with its fiduciary obligations to
  the Seller's shareholders under applicable law; (v)

                                      B-23
<PAGE>

  the Seller Board Recommendation is not withdrawn or modified in a manner
  adverse to Parent or the Purchaser at any time within two business days
  after Parent or the Purchaser receives written notice from the Seller
  confirming that the Seller's board of directors has determined that such
  offer is a Superior Offer; (vi) neither the Seller nor any of its
  affiliates or Representatives shall have breached or taken any action
  inconsistent with any of the provisions set forth in this Section 4.6; and
  (vii) prior to the withdrawal or modification of the Seller Board
  Recommendation, neither Parent nor the Purchaser submits a written proposal
  to the Seller's board of directors that is at least as favorable to the
  Seller in the aggregate as such Superior Offer.

     (d) The Seller's obligation to call, give notice of and hold the
  Shareholders' Meeting in accordance with Section 4.6(a) shall not be
  limited or otherwise affected by the commencement, disclosure, announcement
  or submission of any Superior Offer or other Acquisition Proposal, or by
  any withdrawal or modification of the Seller Board Recommendation.

   4.7 Confidentiality. The Seller shall ensure that, except with respect to
the press release announcing the execution of this Agreement, during the Pre-
Closing Period: (a) neither the Seller Corporations nor any Representative of
the Seller Corporations, issues or disseminates any press release or other
publicity or otherwise makes any disclosure of any nature (to any supplier,
customer, landlord, creditor or employee of the Seller Corporations or to any
other Person) regarding any of the Transactions or the existence or terms of
this Agreement, except to the extent that the Seller is required by law to make
any such disclosure; and (b) if the Seller is required by law to make any such
disclosure, the Seller shall advise Parent and the Purchaser, at least two
business days (or such shorter notice as necessary to comply with applicable
law requiring such disclosure) before making such disclosure, of the nature and
content of the intended disclosure.

   4.8 Satisfaction of Liabilities. The Seller Corporations shall pay in full
or otherwise satisfy all indebtedness, liabilities, obligations and all amounts
owed by the Seller Corporations that are not Designated Contractual Obligations
(whether or not such indebtedness or amounts are then due).

5. Additional Covenants of the Parties.

   5.1 Registration Statement; Prospectus/Proxy Statement. As promptly as
practicable after the date of this Agreement, Parent and the Seller shall
prepare and cause to be filed with the SEC a prospectus/proxy statement with
respect to the Transactions (the "Prospectus/Proxy Statement") and Parent shall
prepare and cause to be filed with the SEC a Form S-4 registration statement
with respect to the registration of the Stock Consideration (the "Form S-4
Registration Statement"), in which the Prospectus/Proxy Statement will be
included as a prospectus. Each of Parent and the Seller shall use all
reasonable efforts to cause the Form S-4 Registration Statement and the
Prospectus/Proxy Statement to comply with the rules and regulations promulgated
by the SEC, to respond promptly to any comments of the SEC or its staff and to
have the Form S-4 Registration Statement declared effective under the
Securities Act as promptly as practicable after it is filed with the SEC. The
Seller will use all reasonable efforts to cause the Prospectus/Proxy Statement
to be mailed to the Seller's shareholders as promptly as practicable after the
Form S-4 Registration Statement is declared effective under the Securities Act.
The Seller shall promptly furnish to Parent all information concerning the
Seller Corporations and the Seller's shareholders that may be required or
reasonably requested in connection with any action contemplated by this Section
5.1. The Seller shall ensure that: (1) none of the information supplied or to
be supplied by or on behalf of the Seller for inclusion or incorporation by
reference in the Form S-4 Registration Statement will, at the time the Form S-4
Registration Statement is filed with the SEC or at the time it becomes
effective under the Securities Act, contain any untrue statement of a material
fact or omit to state any material fact required to be stated therein or
necessary in order to make the statements therein, in the light of the
circumstances under which they are made, not misleading; (2) none of the
information supplied or to be supplied by or on behalf of the Seller for
inclusion or incorporation by reference in the Prospectus/Proxy Statement will,
at the time the Prospectus/Proxy Statement is mailed to the shareholders of the
Seller or at the time of the Shareholders' Meeting (or any adjournment or
postponement thereof), contain any untrue statement of a material fact or omit
to state any material fact required to be stated therein or necessary in order
to make

                                      B-24
<PAGE>

the statements therein, in the light of the circumstances under which they are
made, not misleading; and (3) the Prospectus/Proxy Statement will comply as to
form in all material respects with the provisions of the Exchange Act and the
rules and regulations promulgated by the SEC thereunder. If any event relating
to any of the Seller Corporations or Parent occurs, or if either the Seller or
Parent becomes aware of any information, that should be disclosed in an
amendment or supplement to the Form S-4 Registration Statement or the
Prospectus/Proxy Statement, then the Seller or Parent shall promptly inform the
other party thereof and the parties shall cooperate with each other in filing
such amendment or supplement with the SEC and, if appropriate, in mailing such
amendment or supplement to the shareholders of Seller.

   5.2 Regulatory Approvals. Each party shall (i) use all reasonable efforts to
file, as soon as practicable after the date of this Agreement, all notices,
reports and other documents required to be filed by such party with any
Governmental Body with respect to the Transactions, and to submit promptly any
additional information requested by any such Governmental Body and (ii)
cooperate with the other parties hereto and, subject to Section 5.3(b), use its
reasonable efforts to take or cause to be taken all actions, and do or cause to
be done all things, necessary, proper or advisable on its part under this
Agreement and applicable Legal Requirements to consummate and make effective
the Transactions. Without limiting the generality of the foregoing, the Seller
and Parent shall, promptly after the date of this Agreement, prepare and file
the notifications required under the HSR Act and any applicable foreign
antitrust laws or regulations in connection with the Transactions. The Seller
and Parent shall respond as promptly as practicable to (i) any inquiries or
requests received from the Federal Trade Commission or the Department of
Justice for additional information or documentation and (ii) any inquiries or
requests received from any state attorney general, foreign antitrust authority
or other Governmental Body in connection with antitrust or related matters.
Each of the Seller and Parent shall (1) give the other party prompt notice of
the commencement or known threat of commencement of any Legal Proceeding by or
before any Governmental Body with respect to the Transactions, (2) keep the
other party informed as to the status of any such Legal Proceeding or threat,
and (3) promptly inform the other party of any communication to or from the
Federal Trade Commission, the Department of Justice or any other Governmental
Body regarding the Transactions. Except as may be prohibited by any
Governmental Body or by any Legal Requirement, (a) the Seller and Parent will
consult and cooperate with one another, and will consider in good faith the
views of one another, in connection with any analysis, appearance,
presentation, memorandum, brief, argument, opinion or proposal made or
submitted in connection with any Legal Proceeding under or relating to the HSR
Act or any other foreign, federal or state antitrust or fair trade law, and (b)
in connection with any such Legal Proceeding, each of the Seller and Parent
will permit authorized Representatives of the other party to be present at each
meeting or conference with governmental representatives relating to any such
Legal Proceeding and to have access to and be consulted in connection with any
document, opinion or proposal made or submitted to any Governmental Body in
connection with any such Legal Proceeding. The Seller and Parent may, as each
reasonably deems advisable and necessary, reasonably designate any
competitively sensitive material provided to the other under this Section as
"outside counsel only." Such materials and the information contained therein
shall be given only to the outside legal counsel to the recipient and will not
be disclosed by such outside counsel to employees, officers or directors of the
recipient unless express permission is obtained in advance from the source of
the materials (the Seller or Parent, as the case may be) or its legal counsel.
At the request of Parent, the Seller shall agree to divest, sell, dispose of,
hold separate or otherwise take or commit to take any action that limits its
freedom of action with respect to its ability to operate or retain any of the
businesses, product lines or assets of the Seller Corporations, provided that
any such action is conditioned upon the consummation of the Transactions.

   5.3 Additional Agreements.

     (a) Subject to Section 5.3(b), the Seller, Parent and the Purchaser
  shall use all reasonable efforts to take, or cause to be taken, all actions
  necessary to consummate the Transactions. Without limiting the generality
  of the foregoing, but subject to Section 5.3(b), each party to this
  Agreement (i) shall make all filings (if any) and give all notices (if any)
  required to be made and given by such party in connection with the
  Transactions, (ii) shall use all reasonable efforts to obtain each Consent
  (if any) required to be obtained (pursuant to any applicable Legal
  Requirement or Contract, or otherwise) by such party in

                                      B-25
<PAGE>

  connection with the Transactions, and (iii) shall use all reasonable
  efforts to lift any restraint, injunction or other legal bar to the
  consummation of the Transactions. Each party shall promptly deliver to the
  other party a copy of each such filing made, each such notice given and
  each such Consent obtained by the first party during the Pre-Closing
  Period.

     (b) Notwithstanding anything to the contrary contained in this
  Agreement, neither Parent nor the Purchaser shall have any obligation under
  this Agreement: (i) to dispose of or transfer or cause any of its
  subsidiaries to dispose of or transfer any assets; (ii) to discontinue or
  cause any of its subsidiaries to discontinue offering any product or
  service; (iii) to license or otherwise make available, or cause any of its
  subsidiaries to license or otherwise make available, to any Person, any
  technology, software or other Proprietary Asset; (iv) to hold separate or
  cause any of its subsidiaries to hold separate any assets or operations
  (either before or after the Closing Date), or to commit to cause any of the
  Acquired Corporations to hold separate any assets or operations; (v) to
  make or cause any of its subsidiaries to make any commitment (to any
  Governmental Body or otherwise) regarding its future operations; or (vi) to
  contest any Legal Proceeding relating to the Transactions if Parent or the
  Purchaser determines in good faith that contesting such Legal Proceeding
  may, if adversely determined, have a material adverse effect on the
  business, operations, financial condition or prospects of Parent or the
  Purchaser.

   5.4 Certain Employment Arrangements.

     (a) The Seller shall be solely responsible for ensuring compliance with
  the WARN Act (to the extent applicable), payment of accrued vacation or
  paid time off, and all other Legal Requirements in connection with any
  reductions in force or other terminations of employees of any of the Seller
  Corporations.

     (b) The Seller hereby covenants and agrees that except to the extent
  legally or contractually obligated, it will not pay or permit to be paid to
  any officers, directors or members of senior management of any of the
  Seller Corporations any bonuses otherwise payable upon a change of control
  of Seller or termination unless and until Seller shall have fully paid or
  cause to be paid or otherwise provided for (in a manner satisfactory to the
  Purchaser) all other Liabilities of the Seller Corporations.

   5.5 Consolidated Tax Return. The Seller hereby agrees that it shall file a
consolidated federal income tax return covering the Seller and its subsidiaries
for the fiscal year ending January 31, 2001.

   5.6 Delivery of Additional Documents. On or before December 18, 2000, the
Seller shall deliver to the Purchaser and Parent all proposed schedules and
exhibits under this Agreement, none of which shall be deemed to be a part
hereof without the written consent of the Purchaser and Parent.

6. Conditions Precedent to the Purchaser's Obligation to Close.

   The Purchaser's obligation to purchase the Specified Assets and the
obligation of Parent and the Purchaser to take the other actions required to be
taken by them at the Closing is subject to the satisfaction, at or prior to the
Closing, of each of the following conditions (any of which may be waived by
Parent and the Purchaser, in whole or in part, in writing or by otherwise
effecting the Closing):

   6.1 Accuracy Of Representations. The representations and warranties made by
the Seller in this Agreement shall have been accurate in all material respects
as of the date of this Agreement and shall be accurate in all material respects
as of the Closing Date as if made on the Closing Date, without giving effect to
any update to the Disclosure Schedule, except for any such representations and
warranties made as of a specific date, which shall have been accurate in all
material respects as of such date.

   6.2 Performance Of Obligations. All of the covenants and obligations that
the Seller is required to comply with or to perform at or prior to the Closing
shall have been duly complied with and performed in all material respects.

                                      B-26
<PAGE>

   6.3 Shareholder Approval. The Acquisition and the Plan of Dissolution shall
have been duly approved by the Required Shareholder Vote.

   6.4 Consents. Each of the Consents identified in Part 6.4 of the Disclosure
Schedule, and all other Consents required or which Parent or the Purchaser
reasonably determines it appropriate to be obtained in connection with the
Transactions, shall have been obtained and shall be in full force and effect.

   6.5 No Material Adverse Change. There shall have been no material adverse
change in the business, condition, assets, liabilities, operations, financial
performance, net income or prospects of the Seller Corporations (taken as a
whole) or the Specified Assets and the Graphics Business (taken as a whole)
since October 31, 2000, and no event shall have occurred and no condition or
circumstance shall exist that could reasonably be expected to give rise to any
such material adverse change, with the exception of the decision of the board
of directors of the Seller to adopt the Plan of Dissolution.

   6.6 Additional Documents. Parent and the Purchaser shall have received the
following documents:

     (a) the Assignment and Assumption Agreement in substantially the form of
  Exhibit D, executed by the Seller;

     (b) such bills of sale, endorsements, assignments (including patent
  assignments) and other documents as may (in the reasonable judgment of the
  Purchaser or its counsel) be necessary or appropriate to assign, convey,
  transfer and deliver to the Purchaser good and valid title to the Specified
  Assets free of any Encumbrances;

     (c) a legal opinion from Locke, Liddell & Sapp LLP, dated the Closing
  Date, in form and substance reasonably satisfactory to the Purchaser (which
  legal opinion may rely, with respect to certain matters of California law,
  on the opinion of California counsel reasonably acceptable to the
  Purchaser);

     (d) upon the written request of the Purchaser, a solvency opinion with
  respect to the Seller from a nationally-recognized investment banking firm
  in form and substance satisfactory to the Purchaser;

     (e) the Stipulation and Proposed Order to Dismiss with Prejudice in
  substantially the form of Exhibit F, executed by the Seller (as well as any
  other Seller Corporations which are parties to the subject litigation);

     (f) the Seller Closing Certificate; and

     (g) such other documents as Parent or the Purchaser may request in good
  faith for the purpose of (i) evidencing the accuracy of any representation
  or warranty made by the Seller, (ii) evidencing the compliance by the
  Seller with, or the performance by the Seller of, any covenant or
  obligation set forth in this Agreement, (iii) evidencing the satisfaction
  of any condition set forth in this Section 6, or (iv) otherwise
  facilitating the consummation or performance of any of the Transactions.

   6.7 Repayment of Credit Facility. The Seller shall have repaid or shall
repay at Closing all amounts outstanding under the Credit Facility (subject to
the terms of the Credit Agreement).

   6.8 No Prohibition. Neither the consummation nor the performance of any the
Transactions will, directly or indirectly (with or without notice or lapse of
time), contravene or conflict with or result in a violation of, or cause Parent
or the Purchaser or any Person affiliated with either of them to suffer any
adverse consequence under, any applicable Legal Requirement or Order.

   6.9 Effectiveness of Registration Statement. The Form S-4 Registration
Statement shall have become effective in accordance with the provisions of the
Securities Act, and no stop order shall have been issued and still be pending,
and no proceeding for that purpose shall have been initiated or be threatened,
by the SEC with respect to the Form S-4 Registration Statement.

                                      B-27
<PAGE>

   6.10 HSR Act. The waiting period applicable to the consummation of the
Transactions under the HSR Act shall have expired or been terminated; any
similar waiting period under any applicable foreign antitrust law or
regulation or other Legal Requirement shall have expired or been terminated;
and any Consent required under any applicable foreign antitrust law or
regulation or other Legal Requirement shall have been obtained.

   6.11 Governmental Litigation. There shall not be pending or threatened any
Legal Proceeding in which a Governmental Body is or is threatened to become a
party or is otherwise involved: (a) challenging or seeking to restrain or
prohibit the consummation of the Transactions; (b) relating to the
Transactions and seeking to obtain from Parent or the Purchaser any damages or
other relief that may be material to the Purchaser; (c) that could materially
and adversely affect the right of the Purchaser to own or use the Specified
Assets; or (e) seeking to compel the Purchaser to dispose of or hold separate
any material assets as a result of the Transactions.

   6.12 Release of Liens. The Purchaser shall have received evidence
satisfactory to it of the release by any Person who held any Encumbrance on
the Specified Assets of all Encumbrances on the Specified Assets.

7. Conditions Precedent to the Seller's Obligation to Close

   The Seller's obligation to sell the Specified Assets and to take the other
actions required to be taken by the Seller at the Closing is subject to the
satisfaction, at or prior to the Closing, of each of the following conditions
(any of which may be waived by the Seller, in whole or in part, in writing or
by otherwise effecting the Closing):

   7.1 Accuracy Of Representations. The representations and warranties made by
Parent and the Purchaser in this Agreement shall have been accurate in all
material respects as of the date of this Agreement and shall be accurate in
all material respects as of the Closing Date as if made on the Closing Date,
except for any such representations and warranties made as of a specific date,
which shall have been accurate in all material respects as of such date, and
except that any inaccuracies in such representations and warranties will be
disregarded if, after aggregating all inaccuracies of such representations and
warranties (without duplication), such inaccuracies and the circumstances
giving rise to all such inaccuracies do not constitute a material adverse
effect on Parent.

   7.2 Purchaser's Performance. All of the covenants and obligations that
Parent and the Purchaser is required to comply with or to perform at or prior
to the Closing shall have been duly complied with and performed in all
material respects.

   7.3 Shareholder Approval. The Acquisition and the Plan of Dissolution
contemplated by this Agreement shall have been duly approved by the Required
Shareholder Vote.

   7.4 Effectiveness of Registration Statement. The Form S-4 Registration
Statement shall have become effective in accordance with the provisions of the
Securities Act, and no stop order shall have been issued and still be pending,
and no proceeding for that purpose shall have been initiated or be threatened,
by the SEC with respect to the Form S-4 Registration Statement.

   7.5 HSR Act. The waiting period applicable to the consummation of the
Transactions under the HSR Act shall have expired or been terminated; any
similar waiting period under any applicable foreign antitrust law or
regulation or other Legal Requirement shall have expired or been terminated;
and any Consent required under any applicable foreign antitrust law or
regulation or other Legal Requirement shall have been obtained.

   7.6 Stipulation and Proposed Order to Dismiss. The Seller shall have
received the Stipulation and Proposed Order to Dismiss with Prejudice in
substantially the form of Exhibit F, executed by Parent.

   7.7 Purchaser Closing Certificate. The Seller shall have received the
Purchaser Closing Certificate.

                                     B-28
<PAGE>

   7.8 Governmental Litigation. There shall not be pending or threatened any
Legal Proceeding in which a Governmental Body is or is threatened to become a
party or is otherwise involved: (a) challenging or seeking to restrain or
prohibit the consummation of the Transactions or (b) relating to the
Transactions and seeking to obtain from the Seller any damages or other relief
that may be material to the Seller.

8. Termination.

   8.1 Termination Events. This Agreement may be terminated prior to the
Closing:

     (a) by mutual written consent of Parent, the Purchaser and the Seller;

     (b) by either Parent and the Purchaser or the Seller if the Transactions
  shall not have been consummated by May 15, 2001 (the "Termination Date");
  provided, however, that (i) a party shall not be permitted to terminate
  this Agreement pursuant to this Section 8.1(b) if the failure to consummate
  the Transactions by the Termination Date is attributable to a failure on
  the part of such party to perform any covenant in this Agreement required
  to be performed by such party at or prior to the Closing Date, and (ii) the
  Seller shall not be permitted to terminate this Agreement pursuant to this
  Section 8.1(b) unless the Seller shall have made any payment required to be
  made to the Purchaser pursuant to Section 8.4(a) and shall have paid to the
  Purchaser any fee required to be paid to the Purchaser pursuant to Section
  8.4(c);

     (c) by either Parent and the Purchaser or the Seller if a court of
  competent jurisdiction or other Governmental Body shall have issued a final
  and nonappealable order, decree or ruling, or shall have taken any other
  action, having the effect of permanently restraining, enjoining or
  otherwise prohibiting the Transactions;

     (d) by either Parent and the Purchaser or the Seller if (i) the
  Shareholders' Meeting (including any adjournments and postponements
  thereof) shall have been held and completed and the Seller's shareholders
  shall have taken a final vote on a proposal to approve the Acquisition and
  the Plan of Dissolution, and (ii) the Acquisition and the Plan of
  Dissolution shall not both have been approved at the Shareholders' Meeting
  (or at any adjournment or postponement thereof) by the Required Shareholder
  Vote; provided, however, that (A) a party shall not be permitted to
  terminate this Agreement pursuant to this Section 8.1(d) if the failure to
  have the Acquisition and the Plan of Dissolution approved by the Required
  Shareholder Vote is attributable to a failure on the part of such party to
  perform any covenant in this Agreement required to be performed by such
  party at or prior to the Closing Date, and (B) the Seller shall not be
  permitted to terminate this Agreement pursuant to this Section 8.1(d)
  unless the Seller shall have made the payment required to be made to the
  Purchaser pursuant to Section 8.4(a) and shall have paid to the Purchaser
  the fee required to be paid to the Purchaser pursuant to Section 8.4(c);

     (e) by Parent and the Purchaser (at any time prior to the approval of
  the Acquisition and the Plan of Dissolution by the Required Shareholder
  Vote) if a Triggering Event shall have occurred;

     (f) by Parent and the Purchaser if (i) any of the Seller's
  representations and warranties contained in this Agreement shall be
  inaccurate as of the date of this Agreement, or shall have become
  inaccurate as of a date subsequent to the date of this Agreement (as if
  made on such subsequent date), such that the condition set forth in Section
  6.1 would not be satisfied (it being understood that, for purposes of
  determining the accuracy of such representations and warranties as of the
  date of this Agreement or as of any subsequent date, any update of or
  modification to the Disclosure Schedule made or purported to have been made
  after the date of this Agreement shall be disregarded), or (ii) any of the
  Seller's covenants contained in this Agreement shall have been breached
  such that the condition set forth in Section 6.2 would not be satisfied;
  provided, however, that if an inaccuracy in any of the Seller's
  representations and warranties as of a date subsequent to the date of this
  Agreement or a breach of a covenant by the Seller is curable by the Seller
  and the Seller is continuing to exercise all reasonable efforts to cure
  such inaccuracy or breach, then Parent and the Purchaser may not terminate
  this Agreement under this Section 8.1(f) on account of such inaccuracy or
  breach; or

                                      B-29
<PAGE>

     (g) by the Seller if (i) any of the representations and warranties of
  Parent and the Purchaser contained in this Agreement shall be inaccurate as
  of the date of this Agreement, or shall have become inaccurate as of a date
  subsequent to the date of this Agreement (as if made on such subsequent
  date), such that the condition set forth in Section 7.1 would not be
  satisfied, or (ii) if any of the covenants of Parent and the Purchaser
  contained in this Agreement shall have been breached such that the
  condition set forth in Section 7.2 would not be satisfied; provided,
  however, that if an inaccuracy in any of the representations and warranties
  of Parent and the Purchaser as of a date subsequent to the date of this
  Agreement or a breach of a covenant by Parent or the Purchaser is curable
  by Parent or the Purchaser and Parent or the Purchaser is continuing to
  exercise all reasonable efforts to cure such inaccuracy or breach, then the
  Seller may not terminate this Agreement under this Section 8.1(g) on
  account of such inaccuracy or breach.

   8.2 Termination Procedures. If Parent and the Purchaser wishes to terminate
this Agreement pursuant to Section 8.1(a), Section 8.1(b), Section 8.1(c),
Section 8.1(d) or Section 8.1(f), Parent and the Purchaser shall deliver to the
Seller a written notice stating that they are terminating this Agreement and
setting forth a brief description of the basis on which they are terminating
this Agreement. If the Seller wishes to terminate this Agreement pursuant to
Section 8.1(b), Section 8.1(c), Section 8.1(d) or Section 8.1(g), the Seller
shall deliver to Parent and the Purchaser a written notice stating that the
Seller is terminating this Agreement and setting forth a brief description of
the basis on which the Seller is terminating this Agreement.

   8.3 Effect of Termination.

     (a) Except as expressly provided elsewhere in this Agreement or in any
  of the other Transactional Agreements, and subject to Section 8.3(b), if
  this Agreement is terminated pursuant to Section 8.1, all further
  obligations of the parties under this Agreement shall terminate; provided,
  however, that: (a) no party shall be relieved of any obligation or other
  Liability arising from any Breach by such party of any provision of this
  Agreement; and (b) the parties shall, in all events, remain bound by and
  continue to be subject to the provisions set forth in Section 11 that
  continue pursuant to their terms.

     (b) If this Agreement is terminated pursuant to any provision of Section
  8.1, other than (i) by the parties pursuant to Section 8.1(a), (ii) by the
  Seller pursuant to Section 8.1(b) by reason of the failure of the Closing
  to occur by the date set forth therein solely as a result of the failure of
  Parent or the Purchaser to comply with its obligations under this
  Agreement, (iii) by the parties pursuant to Section 8.1(c), or (iv) by the
  Seller pursuant to Section 8.1(g), then immediately upon such termination
  Parent shall dismiss with prejudice the Parent Pending Litigation and the
  Seller shall dismiss with prejudice the Seller Pending Litigation, each by
  executing and filing with the court the Stipulation and Proposed Order to
  Dismiss with Prejudice in substantially the form of Exhibit F.

   8.4 Termination Fees.

     (a) Except as set forth in this Section 8.4, all fees and expenses
  incurred in connection with this Agreement and the transactions
  contemplated by this Agreement shall be paid by the party incurring such
  expenses, whether or not the Transactions are consummated; provided,
  however, that:

       (i) Parent and the Purchaser (on the one hand) and the Seller (on
    the other hand) shall share equally all fees and expenses, other than
    attorneys' fees and securities registration fees, incurred in
    connection with (A) the filing, printing and mailing of the Form S-4
    Registration Statement and the Prospectus/Proxy Statement and any
    amendments or supplements thereto and (B) the filing by the parties
    hereto of the premerger notification and report forms relating to the
    Transactions under the HSR Act and the filing of any notice or other
    document under any applicable foreign antitrust law or regulation; and

       (ii) if this Agreement is terminated by Parent and the Purchaser or
    the Seller pursuant to Section 8.1(b) and at or prior to the time of
    the termination of this Agreement an Acquisition Proposal shall have
    been disclosed, announced, commenced, submitted or made (and shall not
    have

                                      B-30
<PAGE>

    been withdrawn or terminated pursuant to a public announcement at least
    five days before the Shareholders' Meeting), or if this Agreement is
    terminated by Parent and the Purchaser or the Seller pursuant to
    Section 8.1(d) or by Parent and the Purchaser pursuant to Section
    8.1(e), then (without limiting any obligation of the Seller to pay any
    fee payable pursuant to Section 8.4(c)), the Seller shall make a
    nonrefundable cash payment to the Purchaser, at the time specified in
    Section 8.4(b), in an amount equal to the aggregate amount of all
    reasonable fees and expenses (including all reasonable attorneys' fees,
    accountants' fees, financial advisory fees and filing fees) that have
    been paid or that may become payable by or on behalf of Parent or the
    Purchaser in connection with the preparation and negotiation of this
    Agreement and the other Transactional Agreements and otherwise in
    connection with the Transactions.

     (b) In the case of termination of this Agreement by the Seller pursuant
  to Section 8.1(b) or Section 8.1(d), any nonrefundable payment required to
  be made pursuant to clause "(ii)" of the proviso to Section 8.4(a) shall be
  made, by the Seller prior to the time of such termination; and in the case
  of termination of this Agreement by the Purchaser pursuant to Section
  8.1(b), Section 8.1(d) or Section 8.1(e), any nonrefundable payment
  required to be made pursuant to clause "(ii)" of the proviso to Section
  8.4(a) shall be made by the Seller within two business days after such
  termination.

     (c) If (i) this Agreement is terminated by the Purchaser or the Seller
  pursuant to Section 8.1(b) or Section 8.1(d) and at or prior to the time of
  the termination of this Agreement an Acquisition Proposal shall have been
  disclosed, announced, commenced, submitted or made, or (ii) this Agreement
  is terminated by Parent and the Purchaser pursuant to Section 8.1(e), then
  the Seller shall pay to the Purchaser, in cash at the time specified in the
  next sentence (and in addition to the amounts payable pursuant to
  Section 8.4(a)), a nonrefundable fee in an amount equal to $3,300,000. In
  the case of termination of this Agreement by the Seller pursuant to Section
  8.1(b) or Section 8.1(d), the fee referred to in the preceding sentence
  shall be paid by the Seller prior to the time of such termination; and in
  the case of termination of this Agreement by Parent and the Purchaser
  pursuant to Section 8.1(b), Section 8.1(d) or Section 8.1(e), the fee
  referred to in the preceding sentence shall be paid by the Seller within
  two business days after such termination.

     (d) If the Seller fails to pay when due any amount payable under this
  Section 8.4, then (i) the Seller shall reimburse Parent and the Purchaser
  for all reasonable costs and expenses (including reasonable fees and
  disbursements of counsel) incurred in connection with the collection of
  such overdue amount and the enforcement by Parent or the Purchaser of its
  rights under this Section 8.4, and (ii) the Seller shall pay to Parent or
  the Purchaser interest on such overdue amount (for the period commencing as
  of the date such overdue amount was originally required to be paid and
  ending on the date such overdue amount is actually paid to Parent or the
  Purchaser in full) at a rate per annum equal to the "prime rate" (as
  announced by Bank of America or any successor thereto) in effect on the
  date such overdue amount was originally required to be paid.

   8.5 Nonexclusivity Of Termination Rights. The termination rights provided in
Section 8.1 shall not be deemed to be exclusive. Accordingly, the exercise by
any party of its right to terminate this Agreement pursuant to Section 8.1
shall not be deemed to be an election of remedies and shall not be deemed to
prejudice, or to constitute or operate as a waiver of, any other right or
remedy that such party may be entitled to exercise (whether under this
Agreement, under any other Contract, under any statute, rule or other Legal
Requirement, at common law, in equity or otherwise).

                                      B-31
<PAGE>

9. Indemnification, Etc.

   9.1 Survival Of Representations And Covenants.

     (a) The representations, warranties, covenants and obligations of each
  party to this Agreement shall survive (without limitation): (i) the Closing
  and the sale of the Specified Assets to the Purchaser; (ii) any sale or
  other disposition of any or all of the Specified Assets by the Purchaser;
  and (iii) the dissolution or liquidation of any party to this Agreement.
  Except as set forth in Section 9.1(c), all of said representations,
  warranties, covenants and obligations shall remain in full force and effect
  and shall survive for a period of one year following the distribution of
  the Stock Consideration to the shareholders of the Seller pursuant to the
  Plan of Dissolution.

     (b) The representations, warranties, covenants and obligations of the
  Seller, and the rights and remedies that may be exercised by the
  Indemnitees, shall not be limited or otherwise affected by or as a result
  of any information furnished to, or any investigation made by or any
  knowledge of, any of the Indemnitees or any of their Representatives.

     (c) The representations and warranties set forth in Sections 2 and 3
  shall expire on the first anniversary of the Closing Date; provided,
  however, that notwithstanding the foregoing, the representations and
  warranties of Parent and the Purchaser shall expire not later than the date
  on which the Stock Consideration is paid to the Seller; and provided
  further, that if a Claim Notice (as defined below) relating to any
  representation or warranty set forth in any of said Sections is given to
  the Seller on or prior to the first anniversary of the Closing Date, then,
  notwithstanding anything to the contrary contained in this Section 9.1(c),
  such representation or warranty shall not so expire, but rather shall
  remain in full force and effect until such time as each and every claim
  (including any indemnification claim asserted by any Indemnitee under
  Section 9.2) that is based directly or indirectly upon, or that relates
  directly or indirectly to, any Breach or alleged Breach of such
  representation or warranty has been fully and finally resolved, either by
  means of a written settlement agreement executed on behalf of the Seller,
  Parent and the Purchaser or by means of a final, non-appealable judgment
  issued by a court of competent jurisdiction.

     (d) For purposes of this Agreement, a "Claim Notice" relating to a
  particular representation or warranty shall be deemed to have been given if
  any Indemnitee, acting in good faith, delivers to the Seller a written
  notice stating that such Indemnitee believes that there is or has been a
  possible Breach of such representation or warranty and containing (i) a
  brief description of the circumstances supporting such Indemnitee's belief
  that there is or has been such a possible Breach, and (ii) a non-binding,
  preliminary estimate of the aggregate dollar amount of the actual and
  potential Damages that have arisen and may arise as a direct or indirect
  result of such possible Breach.

     (e) For purposes of this Agreement, each statement or other item of
  information set forth in the Disclosure Schedule or in any update to the
  Disclosure Schedule shall be deemed to be a representation and warranty
  made by the Seller in this Agreement.

   9.2 Indemnification By The Seller. The Seller shall hold harmless and
indemnify each of the Indemnitees from and against, and shall compensate and
reimburse each of the Indemnitees for, any Damages that are directly or
indirectly suffered or incurred by any of the Indemnitees or to which any of
the Indemnitees may otherwise become subject at any time (regardless of whether
or not such Damages relate to any third-party claim) and that arise directly or
indirectly from or as a direct or indirect result of, or are directly or
indirectly connected with:

     (i) any Breach of any of the representations or warranties made by the
  Seller in this Agreement (without giving effect to any update to the
  Disclosure Schedule), both as of the date of this Agreement and as of the
  Closing Date as if made on and as of the Closing Date, or in the Seller
  Closing Certificate or any of the other Transactional Agreements;

     (ii) any Breach of any representation, warranty, statement, information
  or provision contained in the Disclosure Schedule or in any other document
  delivered or otherwise made available to Parent or the Purchaser or any of
  their Representatives by or on behalf of the Seller or any Representative
  of the Seller;

                                      B-32
<PAGE>

     (iii) any Breach of any covenant or obligation of the Seller contained
  in any of the Transactional Agreements;

     (iv) any Liability of the Seller or of any Related Party, other than the
  Designated Contractual Obligations;

     (v) any Liability (other than the Designated Contractual Obligations) to
  which Parent, the Purchaser or any of the other Indemnitees may become
  subject and that arises directly or indirectly from or relates directly or
  indirectly to (A) any product produced or sold or any services performed by
  or on behalf of the Seller, (B) the presence of any Hazardous Material at
  any site owned, leased, occupied or controlled by the Seller on or at any
  time prior to the Closing Date, (C) the generation, manufacture,
  production, transportation, importation, use, treatment, refinement,
  processing, handling, storage, discharge, release or disposal of any
  Hazardous Material (whether lawfully or unlawfully) by or on behalf of the
  Seller, (D) the operation by the Seller of its business, or (E) any failure
  to comply with any bulk transfer law or similar Legal Requirement in
  connection with any of the Transactions; or

     (vi) any Proceeding relating directly or indirectly to any Breach,
  alleged Breach, Liability or matter of the type referred to in clause
  "(i)," "(ii)," "(iii)," "(iv)," "(v)" or "(vi)" above (including any
  Proceeding commenced by any Indemnitee for the purpose of enforcing any of
  its rights under this Section 9).

   9.3 Setoff. In addition to any rights of setoff or other rights that Parent,
the Purchaser or any of the other Indemnitees may have at common law or
otherwise, Parent and the Purchaser shall have the right to withhold and deduct
any sum that may be owed to any Indemnitee under this Section 9 from any amount
(including all or any portion of the Stock Consideration) otherwise payable by
any Indemnitee to the Seller. The withholding and deduction of any such sum
shall operate for all purposes as a complete discharge (to the extent of such
sum) of the obligation to pay the amount from which such sum was withheld and
deducted and a release of the Seller from further liability with respect to
such obligation to the extent of such setoff. The exercise of such right of
setoff by Parent or the Purchaser in good faith, whether or not ultimately
determined to be justified, will not constitute an event of default under this
Agreement or any of the other Transactional Agreements.

   9.4 Nonexclusivity Of Indemnification Remedies. The indemnification remedies
and other remedies provided in this Section 9 shall not be deemed to be
exclusive. Accordingly, the exercise by any Person of any of its rights under
this Section 9 shall not be deemed to be an election of remedies and shall not
be deemed to prejudice, or to constitute or operate as a waiver of, any other
right or remedy that such Person may be entitled to exercise (whether under
this Agreement, under any other Contract, under any statute, rule or other
Legal Requirement, at common law, in equity or otherwise).

   9.5 Defense Of Third Party Claims. In the event of the assertion or
commencement by any Person of any claim or Proceeding (whether against Parent
or the Purchaser, against any other Indemnitee or against any other Person)
with respect to which the Seller may become obligated to indemnify, hold
harmless, compensate or reimburse any Indemnitee pursuant to this Section 9,
Parent and the Purchaser shall have the right, at its election, to designate
the Seller to assume the defense of such claim or Proceeding at the sole
expense of the Seller. If Parent or the Purchaser so elects to designate the
Seller to assume the defense of any such claim or Proceeding:

     (a) the Seller shall proceed to defend such claim or Proceeding in a
  diligent manner with counsel satisfactory to Parent and the Purchaser;

     (b) Parent and the Purchaser shall make available to the Seller any non-
  privileged documents and materials in the possession of Parent or the
  Purchaser that may be necessary to the defense of such claim or Proceeding;

     (c) the Seller shall keep Parent and the Purchaser informed of all
  material developments and events relating to such claim or Proceeding;

                                      B-33
<PAGE>

     (d) Parent and the Purchaser shall have the right to participate in the
  defense of such claim or Proceeding;

     (e) the Seller shall not settle, adjust or compromise such claim or
  Proceeding without the prior written consent of the Purchaser, which shall
  not be unreasonably withheld or delayed; and

     (f) Parent and the Purchaser may at any time (notwithstanding the prior
  designation of the Seller to assume the defense of such claim or
  Proceeding) assume the defense of such claim or Proceeding.

If Parent and the Purchaser does not elect to designate the Seller to assume
the defense of any such claim or Proceeding (or if, after initially designating
the Seller to assume such defense, Parent or the Purchaser elects to assume
such defense), Parent or the Purchaser may proceed with the defense of such
claim or Proceeding on its own. If Parent or the Purchaser so proceeds with the
defense of any such claim or Proceeding on its own:

     (i) all expenses relating to the defense of such claim or Proceeding
  (whether or not incurred by Parent or the Purchaser) shall be borne and
  paid exclusively by the Seller;

     (ii) the Seller shall make available to Parent or the Purchaser any
  documents and materials in the possession or control of the Seller that may
  be necessary to the defense of such claim or Proceeding;

     (iii) Parent and the Purchaser shall keep the Seller informed of all
  material developments and events relating to such claim or Proceeding; and

     (iv) Parent and the Purchaser shall have the right to settle, adjust or
  compromise such claim or Proceeding with the consent of the Seller;
  provided, however, that the Seller shall not unreasonably withhold or delay
  such consent.

   9.6 Threshold. The Seller shall not be required to make any indemnification
payment pursuant to Section 9.2 for any inaccuracy in or breach of any of the
representations and warranties made by the Seller set forth in this Agreement
until such time as the total amount of all Damages (including, without
limitation, the Damages arising from such inaccuracy or breach and all other
Damages arising from any other inaccuracies in or breaches of any
representations or warranties) that have been directly or indirectly suffered
or incurred by any one or more of the Indemnitees, or to which any one or more
of the Indemnitees has or have otherwise become subject, exceeds $1,000,000 in
the aggregate. (If the total amount of such Damages exceeds $1,000,000, then
the Indemnitees shall be entitled to be indemnified against and compensated and
reimbursed for the full amount of such Damages).

   9.7 Exercise Of Remedies By Indemnitees Other Than Parent or the
Purchaser. No Indemnitee (other than Parent or the Purchaser or any successor
thereto or assign thereof) shall be permitted to assert any indemnification
claim or exercise any other remedy under this Agreement unless Parent or the
Purchaser (or any successor thereto or assign thereof) shall have consented to
the assertion of such indemnification claim or the exercise of such other
remedy.

10. Certain Post-Closing Covenants.

   10.1 Further Actions. From and after the Closing Date, the Seller shall
cooperate with the Purchaser and their affiliates and Representatives, and
shall execute and deliver such documents and take such other actions as the
Purchaser may reasonably request, for the purpose of evidencing the
Transactions and putting the Purchaser in possession and control of all of the
Specified Assets. Without limiting the generality of the foregoing, from and
after the Closing Date, the Seller shall promptly remit to the Purchaser any
funds that are received by the Seller and that are included in, or that
represent payment of receivables included in, the Specified Assets. The Seller:
(a) hereby irrevocably authorizes the Purchaser, at all times on and after the
Closing Date, to endorse in the name of the Seller any check or other
instrument that is made payable to the Seller and that represents funds
included in, or that represents the payment of any receivable included in, the
Specified Assets; and (b) hereby irrevocably nominates, constitutes and
appoints the Purchaser as the true and lawful attorney-in-fact of the Seller
(with full power of substitution) effective as of the Closing Date, and

                                      B-34
<PAGE>

hereby authorizes the Purchaser, in the name of and on behalf of the Seller, to
execute, deliver, acknowledge, certify, file and record any document, to
institute and prosecute any Proceeding and to take any other action (on or at
any time after the Closing Date) that the Purchaser may deem appropriate for
the purpose of (i) collecting, asserting, enforcing or perfecting any claim,
right or interest of any kind that is included in or relates to any of the
Specified Assets, (ii) defending or compromising any claim or Proceeding
relating to any of the Specified Assets, or (iii) otherwise carrying out or
facilitating any of the Transactions. The power of attorney referred to in the
preceding sentence is and shall be coupled with an interest and shall be
irrevocable, and shall survive the dissolution or insolvency of the Seller.

   10.2 Publicity. Unless otherwise permitted by this Agreement, the Seller,
Parent and the Purchaser shall consult with each other before issuing any press
release or otherwise making any public statement or making any other public (or
nonconfidential) disclosure (whether or not in response to an inquiry)
regarding the terms of this Agreement and the Transactions contemplated hereby,
and neither shall issue any such press release or make any such statement or
disclosure without the prior written consent of the other (which approval shall
not be unreasonably withheld), except as may be required by law. If either the
Seller, Parent or the Purchaser is required to make any such public disclosure,
the party required to make the disclosure shall use its reasonable efforts to
give the other party prior notice and an opportunity to review the disclosure
prior to the public release of information.

   10.3 Plan of Dissolution. The Seller shall comply in all respects with ,and
carry out in accordance with its terms, the Plan of Dissolution, and shall not
take any action prohibited by the Plan of Dissolution or omit to take any
action required to be taken by the Plan of Dissolution.

   10.4 Continued Payment of Liabilities. Following the Closing, without
limiting the provisions of Section 10.3, the Seller shall promptly pay in full
all indebtedness, obligations, amounts owed by the Seller and other Liabilities
that are not expressly assumed by the Purchaser under this Agreement.

   10.5 Change Of Name. Immediately after the Closing, the Seller shall change
its name to a name that does not include the word "3dfx" or the word "Voodoo"
or any variation of either of the foregoing and that is reasonably satisfactory
to Purchaser.

11. Miscellaneous Provisions.

   11.1 Further Assurances. Each party hereto shall execute and/or cause to be
delivered to each other party hereto such instruments and other documents, and
shall take such other actions, as such other party may reasonably request
(prior to, at or after the Closing) for the purpose of carrying out or
evidencing any of the Transactions.

   11.2 Fees and Expenses.

     (a) The Seller shall bear and pay all fees, costs and expenses
  (including all legal fees and expenses payable to Locke, Liddell & Sapp LLP
  and Crosby, Heafey, Roach & May) that have been incurred or that are in the
  future incurred by, on behalf of or for the benefit of the Seller in
  connection with: (i) the negotiation, preparation and review of any letter
  of intent or similar document relating to any of the Transactions; (ii) the
  investigation and review conducted by Parent and the Purchaser and its
  Representatives with respect to the business of the Seller (and the
  furnishing of information to Parent, the Purchaser and their
  Representatives in connection with such investigation and review); (iii)
  the negotiation, preparation and review of this Agreement (including the
  Disclosure Schedule), the other Transactional Agreements and all bills of
  sale, assignments, certificates, opinions and other instruments and
  documents delivered or to be delivered in connection with the Transactions;
  (iv) the preparation and submission of any filing or notice required to be
  made or given in connection with any of the Transactions, and the obtaining
  of any Consent required to be obtained in connection with any of the
  Transactions; and (v) the consummation and performance of the Transactions.

                                      B-35
<PAGE>

     (b) Subject to the reimbursement and indemnity provisions of Sections 8
  and 9, Parent and the Purchaser shall bear and pay all fees, costs and
  expenses (including all legal fees and expenses payable to Cooley Godward
  llp) that have been incurred or that are in the future incurred by or on
  behalf of Parent or the Purchaser in connection with: (i) the negotiation,
  preparation and review of any letter of intent or similar document relating
  to any of the Transactions; (ii) the investigation and review conducted by
  Parent or the Purchaser and their Representatives with respect to the
  business of the Seller; (iii) the negotiation, preparation and review of
  this Agreement, the other Transactional Agreements and all bills of sale,
  assignments, certificates, opinions and other instruments and documents
  delivered or to be delivered in connection with the Transactions; (iv) the
  preparation and filing of documents under the HSR Act in connection with
  the Transactions; and (v) the consummation and performance of the
  Transactions.

   11.3 Attorneys' Fees. If any legal action or other legal proceeding relating
to any of the Transactional Agreements or the enforcement of any provision of
any of the Transactional Agreements is brought against any party to this
Agreement, the prevailing party shall be entitled to recover reasonable
attorneys' fees, costs and disbursements (in addition to any other relief to
which the prevailing party may be entitled).

   11.4 Notices. Any notice or other communication required or permitted to be
delivered to any party under this Agreement shall be in writing and shall be
deemed properly delivered, given and received when delivered (by hand, by
registered mail, by courier or express delivery service or by facsimile) to the
address or facsimile telephone number set forth beneath the name of such party
below (or to such other address or facsimile telephone number as such party
shall have specified in a written notice given to the other parties hereto):

     if to the Seller:

       3dfx Interactive, Inc.
       4435 Fortran Drive
       San Jose, CA 95134
       Facsimile: (408) 262-5551
       Attn: Chief Executive Officer

     if to Parent or the Purchaser:

       NVIDIA Corporation
       3535 Monroe Street
       Santa Clara, CA 95051
       Facsimile: (408) 615-2800
       Attn: Chief Executive Officer

   11.5 Time Of The Essence. Time is of the essence of this Agreement.

   11.6 Headings. The underlined headings contained in this Agreement are for
convenience of reference only, shall not be deemed to be a part of this
Agreement and shall not be referred to in connection with the construction or
interpretation of this Agreement.

   11.7 Counterparts. This Agreement may be executed in several counterparts,
each of which shall constitute an original and all of which, when taken
together, shall constitute one agreement.

   11.8 Governing Law; Venue.

     (a) This Agreement shall be construed in accordance with, and governed
  in all respects by, the internal laws of the State of Delaware (without
  giving effect to principles of conflicts of laws).

     (b) In any action between any of the parties arising out of or relating
  to this Agreement or any of the transactions contemplated by this
  Agreement, each of the parties irrevocably and unconditionally consents

                                      B-36
<PAGE>

  and submits to the exclusive jurisdiction and venue of the state and
  federal courts located in Santa Clara County, California. Each party to
  this Agreement:

       (i) expressly and irrevocably consents and submits to the
    jurisdiction of each state and federal court located in Santa Clara
    County, California (and each appellate court located in the State of
    California) in connection with any such legal proceeding;

       (ii) agrees that each state and federal court located in Santa Clara
    County, California shall be deemed to be a convenient forum; and

       (iii) agrees not to assert (by way of motion, as a defense or
    otherwise), in any such legal proceeding commenced in any state or
    federal court located in Santa Clara County, California, any claim that
    such party is not subject personally to the jurisdiction of such court,
    that such legal proceeding has been brought in an inconvenient forum,
    that the venue of such proceeding is improper or that this Agreement or
    the subject matter of this Agreement may not be enforced in or by such
    court.

     (c) Parent, the Purchaser and the Seller agree that, if any Proceeding
  is commenced against any Indemnitee by any Person in or before any court or
  other tribunal anywhere in the world, then such Indemnitee may proceed
  against the Seller in or before such court or other tribunal with respect
  to any indemnification claim or other claim arising directly or indirectly
  from or relating directly or indirectly to such Proceeding or any of the
  matters alleged therein or any of the circumstances giving rise thereto.

   11.9 Successors And Assigns; Parties In Interest.

     (a) This Agreement shall be binding upon: the Seller and its successors
  and assigns (if any) and Parent, the Purchaser and their successors and
  assigns (if any). This Agreement shall inure to the benefit of: the Seller;
  Parent; the Purchaser; the other Indemnitees (subject to Section 9.6); and
  the respective successors and assigns (if any) of the foregoing.

     (b) Parent and the Purchaser may freely assign any or all of their
  respective rights under this Agreement (including their indemnification
  rights under Section 9), in whole or in part, to any other Person without
  obtaining the consent or approval of any other Person. The Seller shall not
  be permitted to assign any of its rights or delegate any of its obligations
  under this Agreement without the prior written consent of Parent and the
  Purchaser.

     (c) Except for the provisions of Section 9 hereof, none of the
  provisions of this Agreement is intended to provide any rights or remedies
  to any Person other than the parties to this Agreement and their respective
  successors and assigns (if any). Without limiting the generality of the
  foregoing, (i) no employee of the Seller shall have any rights under this
  Agreement or under any of the other Transactional Agreements, and (ii) no
  creditor of the Seller shall have any rights under this Agreement or any of
  the other Transactional Agreements.

   11.10 Remedies Cumulative; Specific Performance. The rights and remedies of
the parties hereto shall be cumulative (and not alternative). The Seller agrees
that: (a) in the event of any Breach or threatened Breach by the Seller of any
covenant, obligation or other provision set forth in this Agreement, Parent and
the Purchaser shall be entitled (in addition to any other remedy that may be
available to it) to (i) a decree or order of specific performance or mandamus
to enforce the observance and performance of such covenant, obligation or other
provision, and (ii) an injunction restraining such Breach or threatened Breach;
and (b) neither Parent, the Purchaser nor any other Indemnitee shall be
required to provide any bond or other security in connection with any such
decree, order or injunction or in connection with any related action or
Proceeding.

   11.11 Waiver.

     (a) No failure on the part of any Person to exercise any power, right,
  privilege or remedy under this Agreement, and no delay on the part of any
  Person in exercising any power, right, privilege or remedy

                                      B-37
<PAGE>

  under this Agreement, shall operate as a waiver of such power, right,
  privilege or remedy; and no single or partial exercise of any such power,
  right, privilege or remedy shall preclude any other or further exercise
  thereof or of any other power, right, privilege or remedy.

     (b) No Person shall be deemed to have waived any claim arising out of
  this Agreement, or any power, right, privilege or remedy under this
  Agreement, unless the waiver of such claim, power, right, privilege or
  remedy is expressly set forth in a written instrument duly executed and
  delivered on behalf of such Person; and any such waiver shall not be
  applicable or have any effect except in the specific instance in which it
  is given.

   11.12 Amendments. This Agreement may not be amended, modified, altered or
supplemented other than by means of a written instrument duly executed and
delivered on behalf of Parent, the Purchaser and the Seller.

   11.13 Severability. In the event that any provision of this Agreement, or
the application of any such provision to any Person or set of circumstances,
shall be determined to be invalid, unlawful, void or unenforceable to any
extent, the remainder of this Agreement, and the application of such provision
to Persons or circumstances other than those as to which it is determined to be
invalid, unlawful, void or unenforceable, shall not be impaired or otherwise
affected and shall continue to be valid and enforceable to the fullest extent
permitted by law.

   11.14 Entire Agreement. The Transactional Agreements set forth the entire
understanding of the parties relating to the subject matter thereof and
supersede all prior agreements and understandings among or between any of the
parties relating to the subject matter thereof, including without limitation
that certain letter regarding confidentiality and nonsolicitation of employees
from the Seller to Parent dated November 20, 2000, which shall be deemed to
have been terminated as of the date of this Agreement and shall be of no
further force or effect.

   11.15 Knowledge. For purposes of this Agreement, a Person shall be deemed to
have "knowledge" of a particular fact or other matter if any Representative of
such Person has actual knowledge of such fact or other matter.

   11.16 Construction.

     (a) For purposes of this Agreement, whenever the context requires: the
  singular number shall include the plural, and vice versa; the masculine
  gender shall include the feminine and neuter genders; the feminine gender
  shall include the masculine and neuter genders; and the neuter gender shall
  include the masculine and feminine genders.

     (b) The parties hereto agree that any rule of construction to the effect
  that ambiguities are to be resolved against the drafting party shall not be
  applied in the construction or interpretation of this Agreement.

     (c) As used in this Agreement, the words "include" and "including," and
  variations thereof, shall not be deemed to be terms of limitation, but
  rather shall be deemed to be followed by the words "without limitation."

     (d) Except as otherwise indicated, all references in this Agreement to
  "Sections" and "Exhibits" are intended to refer to Sections of this
  Agreement and Exhibits to this Agreement.

                                      B-38
<PAGE>


   The parties to this Agreement have caused this Agreement to be executed and
delivered as of the date first set forth above.

                                          3dfx Interactive, Inc.,
                                          a California corporation

                                              /s/ Alex Leupp
                                          By: ________________________________

                                               President & CEO
                                          Title: _____________________________

                                          NVIDIA Corporation,
                                          a Delaware corporation

                                              /s/ Jen-Hsun-Huang
                                          By: ________________________________

                                               President & CEO
                                          Title: _____________________________

                                          Titan Acquisition Corp. No. 2,
                                          a Delaware corporation

                                              /s/ Jen-Hsun Huang
                                          By: ________________________________

                                               President & CEO
                                          Title: _____________________________


                                      B-39
<PAGE>

                                                                       Exhibit A

                              CERTAIN DEFINITIONS

   For purposes of the Agreement (including this Exhibit A):

     Acquisition Proposal. "Acquisition Proposal" shall mean any offer,
  proposal, inquiry or indication of interest (other than an offer, proposal,
  inquiry or indication of interest made or submitted by Parent or the
  Purchaser) contemplating or otherwise relating to any Acquisition
  Transaction.

     Acquisition Transaction. "Acquisition Transaction" shall mean any
  transaction involving: (a) the sale or other disposition of all or a
  material portion of the business or assets of the Seller or any direct or
  indirect subsidiary or division of the Seller; (b) the issuance, sale or
  other disposition of (i) any capital stock or other securities of the
  Seller other than as a result of the exercise of stock options previously
  granted, (ii) any option, call, warrant or right (whether or not
  immediately exercisable) to acquire any capital stock or other securities
  of the Seller, or (iii) any security, instrument or obligation that is or
  may become convertible into or exchangeable for any capital stock or other
  securities of the Seller; or (c) any merger, consolidation, business
  combination, share exchange, reorganization or similar transaction
  involving the Seller or any direct or indirect subsidiary of the Seller;
  provided, however, that "Acquisition Transaction" shall not include the
  disposition by any Seller Corporation of any Excluded Asset.

     Agreement. "Agreement" shall mean the Asset Purchase Agreement to which
  this Exhibit A is attached (including the Disclosure Schedule), as it may
  be amended from time to time.

     Acquisition. "Acquisition" shall mean (a) the sale of the Specified
  Assets by the Seller to the Purchaser in accordance with the Agreement; (b)
  the assumption of the Designated Contractual Obligations by the Purchaser
  pursuant to the Assignment and Assumption Agreement; and (c) the
  performance by the Seller and the Purchaser of their respective obligations
  under the Agreement, and the exercise by the Seller and the Purchaser of
  their respective rights under the Agreement, with respect to the Specified
  Assets.

     Assumed Contracts. "Assumed Contracts" shall mean the Seller Contracts
  (if any) identified during the Pre-Closing Period by the Purchaser, in its
  sole discretion, and which the Purchaser agrees in writing to assume at the
  Closing.

     Breach. There shall be deemed to be a "Breach" of a representation,
  warranty, covenant, obligation or other provision if there is or has been
  (a) any inaccuracy in or breach (including any inadvertent or innocent
  breach) of, or any failure (including any inadvertent failure) to comply
  with or perform, such representation, warranty, covenant, obligation or
  other provision, or (b) any claim (by any Person) or other circumstance
  that is inconsistent with such representation, warranty, covenant,
  obligation or other provision; and the term "Breach" shall be deemed to
  refer to any such inaccuracy, breach, failure, claim or circumstance.

     CERCLA. "CERCLA" shall mean the Comprehensive Environmental Response,
  Compensation and Liability Act.

     Closing Date. "Closing Date" shall mean the time and date as of which
  the Closing actually takes place.

     Code. "Code" shall mean the Internal Revenue Code of 1986, as amended.

     Comparable Entities. "Comparable Entities" shall mean Entities (other
  than the Seller) that are engaged in businesses similar to the business of
  the Seller.

     Consent. "Consent" shall mean any approval, consent, ratification,
  permission, waiver or authorization (including any Governmental
  Authorization).

     Contract. "Contract" shall mean any written, oral, implied or other
  agreement, contract, understanding, arrangement, instrument, note,
  guaranty, indemnity, representation, warranty, deed,

                                      B-40
<PAGE>

  assignment, power of attorney, certificate, purchase order, work order,
  insurance policy, benefit plan, commitment, covenant, assurance or
  undertaking of any nature.

     Credit Agreement. "Credit Agreement" shall mean the credit agreement
  entered into contemporaneously with the execution and delivery of the
  Agreement by the Purchaser and the Seller pursuant to which the Purchaser
  is providing the Seller with the Credit Facility.

     Credit Facility. "Credit Facility" shall mean the immediate borrowing
  availability in the amount of $15,000,000 provided by the Purchaser to the
  Seller pursuant to the Credit Agreement.

     Damages. "Damages" shall include any loss, damage, injury, decline in
  value, Liability, claim, demand, settlement, judgment, award, fine,
  penalty, Tax, fee (including any legal fee, expert fee, accounting fee or
  advisory fee), charge, cost (including any cost of investigation) or
  expense of any nature.

     Disclosure Schedule. "Disclosure Schedule" shall mean the schedule
  (dated as of the date of the Agreement) delivered to Parent and the
  Purchaser on behalf of the Seller, a copy of which is attached to the
  Agreement and incorporated in the Agreement by reference.

     Employee Benefit Plan. "Employee Benefit Plan" shall mean any plan,
  program, policy, practice, contract, agreement or other arrangement
  providing for compensation, severance, termination pay, deferred
  compensation, retirement benefits, performance awards, stock or stock-
  related awards, fringe benefits or other employee benefits or remuneration
  of any kind, whether written or unwritten or otherwise, funded or unfunded,
  including each "employee benefit plan," within the meaning of Section 3(3)
  of ERISA (whether or not ERISA is applicable thereto), which is or has been
  maintained, contributed to, or required to be contributed to, by the Seller
  Corporations or any affiliate of the Seller Corporations for the benefit of
  any employee of the Seller Corporations, or with respect to which the
  Seller Corporations have or may have any liability or obligation.

     Encumbrance. "Encumbrance" shall mean any lien, pledge, hypothecation,
  charge, mortgage, security interest, encumbrance, equity, trust, equitable
  interest, claim, preference, right of possession, lease, tenancy, license,
  encroachment, covenant, infringement, interference, Order, proxy, option,
  right of first refusal, preemptive right, community property interest,
  legend, defect, impediment, exception, reservation, limitation, impairment,
  imperfection of title, condition or restriction of any nature (including
  any restriction on the transfer of any asset, any restriction on the
  receipt of any income derived from any asset, any restriction on the use of
  any asset and any restriction on the possession, exercise or transfer of
  any other attribute of ownership of any asset).

     Entity. "Entity" shall mean any corporation (including any non-profit
  corporation), general partnership, limited partnership, limited liability
  partnership, joint venture, estate, trust, cooperative, foundation,
  society, political party, union, company (including any limited liability
  company or joint stock company), firm or other enterprise, association,
  organization or entity.

     ERISA. "ERISA" shall mean the Employee Retirement Income Security Act of
  1974.

     ERISA Affiliate. "ERISA Affiliate" shall mean any Person that is, was or
  would be treated as a single employer with any of the Specified Entities
  under Section 414 of the Code.

     Exchange Act. "Exchange Act" shall mean the Securities Exchange Act of
  1934, as amended.

     Excluded Assets. "Excluded Assets" shall mean the assets identified on
  Exhibit C that are (a) owned by the Seller on the Closing Date, and (b)
  directly and exclusively related to the graphics board business of the
  Seller.

     GAAP. "GAAP" shall mean generally accepted accounting principles.

     Governmental Authorization. "Governmental Authorization" shall mean any:
  (a) permit, license, certificate, franchise, concession, approval, consent,
  ratification, permission, clearance, confirmation, endorsement, waiver,
  certification, designation, rating, registration, qualification or
  authorization issued,

                                     B-41
<PAGE>

  granted, given or otherwise made available by or under the authority of any
  Governmental Body or pursuant to any Legal Requirement; or (b) right under
  any Contract with any Governmental Body.

     Governmental Body. "Governmental Body" shall mean any: (a) nation,
  principality, state, commonwealth, province, territory, county,
  municipality, district or other jurisdiction of any nature; (b) federal,
  state, local, municipal, foreign or other government; (c) governmental or
  quasi-governmental authority of any nature (including any governmental
  division, subdivision, department, agency, bureau, branch, office,
  commission, council, board, instrumentality, officer, official,
  representative, organization, unit, body or Entity and any court or other
  tribunal); (d) multi-national organization or body; or (e) individual,
  Entity or body exercising, or entitled to exercise, any executive,
  legislative, judicial, administrative, regulatory, police, military or
  taxing authority or power of any nature.

     Hazardous Material. "Hazardous Material" shall include: (a) any
  petroleum, waste oil, crude oil, asbestos, urea formaldehyde or
  polychlorinated biphenyl; (b) any waste, gas or other substance or material
  that is explosive or radioactive; (c) any "hazardous substance,"
  "pollutant," "contaminant," "hazardous waste," "regulated substance,"
  "hazardous chemical" or "toxic chemical" as designated, listed or defined
  (whether expressly or by reference) in any statute, regulation or other
  Legal Requirement (including CERCLA and any other so-called "superfund" or
  "superlien" law and the respective regulations promulgated thereunder); (d)
  any other substance or material (regardless of physical form) or form of
  energy that is subject to any Legal Requirement which regulates or
  establishes standards of conduct in connection with, or which otherwise
  relates to, the protection of human health, plant life, animal life,
  natural resources, property or the enjoyment of life or property from the
  presence in the environment of any solid, liquid, gas, odor, noise or form
  of energy; and (e) any compound, mixture, solution, product or other
  substance or material that contains any substance or material referred to
  in clause "(a)", "(b)", "(c)" or "(d)" above.

     Indemnitees. "Indemnitees" shall mean the following Persons: (a) Parent;
  (b) the Purchaser; (c) Parent's and the Purchaser's current and future
  affiliates; (d) the respective Representatives of the Persons referred to
  in clauses "(a)", "(b)" and "(c)" above; and (e) the respective successors
  and assigns of the Persons referred to in clauses "(a)", "(b)", "(c)" and
  "(d)" above.

     Legal Requirement. "Legal Requirement" shall mean any federal, state,
  local, municipal, foreign or other law, statute, legislation, constitution,
  principle of common law, resolution, ordinance, code, edict, decree,
  proclamation, treaty, convention, rule, regulation, ruling, directive,
  pronouncement, requirement, specification, determination, decision, opinion
  or interpretation issued, enacted, adopted, passed, approved, promulgated,
  made, implemented or otherwise put into effect by or under the authority of
  any Governmental Body.

     Liability. "Liability" shall mean any debt, obligation, duty or
  liability of any nature (including any unknown, undisclosed, unmatured,
  unaccrued, unasserted, contingent, indirect, conditional, implied,
  vicarious, derivative, joint, several or secondary liability), regardless
  of whether such debt, obligation, duty or liability would be required to be
  disclosed on a balance sheet prepared in accordance with GAAP and
  regardless of whether such debt, obligation, duty or liability is
  immediately due and payable.

     Order. "Order" shall mean any: (a) order, judgment, injunction, edict,
  decree, ruling, pronouncement, determination, decision, opinion, verdict,
  sentence, subpoena, writ or award issued, made, entered, rendered or
  otherwise put into effect by or under the authority of any court,
  administrative agency or other Governmental Body or any arbitrator or
  arbitration panel; or (b) Contract with any Governmental Body entered into
  in connection with any Proceeding.

     Ordinary Course of Business. An action taken by or on behalf of the
  Seller shall not be deemed to have been taken in the "Ordinary Course of
  Business" unless:

       (a) such action is recurring in nature, is consistent with the past
    practices of the Seller and is taken in the ordinary course of the
    normal day-to-day operations of the Seller;

                                      B-42
<PAGE>

       (b) such action is taken in accordance with sound and prudent
    business practices;

       (c) such action is not required to be authorized by the shareholders
    of the Seller, the board of directors of the Seller or any committee of
    the board of directors of the Seller and does not require any other
    separate or special authorization of any nature; and

       (d) such action is similar in nature and magnitude to actions
    customarily taken, without any separate or special authorization, in
    the ordinary course of the normal day-to-day operations of Comparable
    Entities.

     Parent Pending Litigation. "Parent Pending Litigation" shall mean
  Parent's existing patent infringement lawsuit against the Seller in Civil
  Action No. C-00-3373 VRW pending in the United States District Court for
  the Northern District of California.

     Patent Standstill Agreement. "Patent Standstill Agreement" shall mean
  that certain Patent Standstill Agreement of even date herewith between
  Parent and the Purchaser.

     Person. "Person" shall mean any individual, Entity or Governmental Body.

     Pre-Closing Period. "Pre-Closing Period" shall mean the period from the
  date of the Agreement through the Closing Date.

     Proceeding. "Proceeding" shall mean any action, suit, litigation,
  arbitration, proceeding (including any civil, criminal, administrative,
  investigative or appellate proceeding and any informal proceeding),
  prosecution, contest, hearing, inquiry, inquest, audit, examination or
  investigation commenced, brought, conducted or heard by or before, or
  otherwise involving, any Governmental Body or any arbitrator or arbitration
  panel.

     Proprietary Asset. "Proprietary Asset" shall mean any patent, patent
  application, trademark (whether registered or unregistered and whether or
  not relating to a published work), trademark application, trade name,
  fictitious business name, service mark (whether registered or
  unregistered), service mark application, copyright (whether registered or
  unregistered), copyright application, maskwork, maskwork application, trade
  secret, know-how, customer list, franchise, system, computer software,
  invention, design, blueprint, engineering drawing, proprietary product,
  technology, proprietary right or other intellectual property right or
  intangible asset.

     Related Party. Each of the following shall be deemed to be a "Related
  Party": (a) each individual who is, or who since January 1, 1999 has been,
  an officer of any of the Seller Corporations; (b) each member of the family
  of each of the individuals referred to in clause "(a)" above; and (c) any
  Entity (other than the Seller Corporations) in which any one of the
  individuals referred to in clauses "(a)" and "(b)" above holds or held (or
  in which more than one of such individuals collectively hold or held),
  beneficially or otherwise, a controlling interest or a material voting,
  proprietary or equity interest.

     Representatives. "Representatives" shall mean officers, directors,
  employees, agents, attorneys, accountants, advisors and representatives.

     SEC. "SEC" shall mean the Securities and Exchange Commission.

     Securities Act. "Securities Act" shall mean the Securities Act of 1933,
  as amended.

     Seller Common Stock. "Seller Common Stock" shall mean the Common Stock,
  no par value, of the Seller.

     Seller Contract. "Seller Contract" shall mean any Contract: (a) to which
  any Seller Corporation is a party; (b) by which any Seller Corporation or
  any of its assets is or may become bound or under which any Seller
  Corporation has, or may become subject to, any obligation; or (c) under
  which any Seller Corporation has or may acquire any right or interest.

     Seller Corporations. "Seller Corporations" shall mean Seller and its
  subsidiaries.

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     Seller Pending Litigation. "Seller Pending Litigation" shall mean
  Seller's existing patent infringement lawsuit against Parent in combined
  Civil Actions No. C-98-03627 MHP and No. C-99-2460 MHP pending in the
  United States District Court for the Northern District of California.

     Seller Proprietary Asset. "Seller Proprietary Asset" shall mean any
  Proprietary Asset owned by or licensed to the Seller or otherwise used by
  the Seller Corporations.

     Stay Order. "Stay Order" shall mean the Stipulation and Proposed Order
  to Stay being filed by Parent and the Seller immediately following the
  execution of this Agreement in the Seller Pending Litigation and the Parent
  Pending Litigation.

     Superior Offer. "Superior Offer" shall mean an unsolicited, bona fide
  written offer made by a third party to purchase all of the outstanding
  shares of common stock of the Seller or substantially all of the assets of
  the Seller on terms that the board of directors of the Seller determines,
  in its reasonable judgment, based upon a written opinion of an independent
  financial advisor of nationally recognized reputation, to be more favorable
  to the Seller's shareholders than the terms of the Transactions; provided,
  however, that any such offer shall not be deemed to be a "Superior Offer"
  if any financing required to consummate the transaction contemplated by
  such offer is not committed or is not reasonably capable of being obtained
  by such third party.

     Tax. "Tax" shall mean any tax (including any income tax, franchise tax,
  capital gains tax, estimated tax, gross receipts tax, value-added tax,
  surtax, excise tax, ad valorem tax, transfer tax, stamp tax, sales tax, use
  tax, property tax, business tax, occupation tax, inventory tax, occupancy
  tax, withholding tax or payroll tax), levy, assessment, tariff, impost,
  imposition, toll, duty (including any customs duty), deficiency or fee, and
  any related charge or amount (including any fine, penalty or interest),
  that is, has been or may in the future be (a) imposed, assessed or
  collected by or under the authority of any Governmental Body, or (b)
  payable pursuant to any tax-sharing agreement or similar Contract.

     Tax Return. "Tax Return" shall mean any return (including any
  information return), report, statement, declaration, estimate, schedule,
  notice, notification, form, election, certificate or other document or
  information that is, has been or may in the future be filed with or
  submitted to, or required to be filed with or submitted to, any
  Governmental Body in connection with the determination, assessment,
  collection or payment of any Tax or in connection with the administration,
  implementation or enforcement of or compliance with any Legal Requirement
  relating to any Tax.

     Transactional Agreements. "Transactional Agreements" shall mean: (a) the
  Agreement; (b) the Assignment and Assumption Agreement; (c) the Voting
  Agreements; (d) the Credit Agreement; (e) the Patent License Agreement; (f)
  the Patent Standstill Agreement; and (g) the Stay Orders.

     Transactions. "Transactions" shall mean (a) the execution and delivery
  of the respective Transactional Agreements, and (b) all of the transactions
  contemplated by the respective Transactional Agreements, including: (i) the
  sale of the Specified Assets by the Seller to the Purchaser in accordance
  with the Agreement; (ii) the assumption of the Designated Contractual
  Obligations by the Purchaser pursuant to the Assignment and Assumption
  Agreement; and (iii) the performance by the Seller, Parent and the
  Purchaser of their respective obligations under the Transactional
  Agreements, and the exercise by the Seller, Parent and the Purchaser of
  their respective rights under the Transactional Agreements.

     Triggering Event. "Triggering Event" shall be deemed to have occurred
  if: (i) the board of directors of the Seller shall have failed to
  unanimously recommend that the Seller's shareholders vote to approve the
  Acquisition or the Plan of Dissolution, or shall have withdrawn or modified
  the recommendation of the board of directors of the Seller, or shall have
  taken any other action that becomes generally known to the shareholders of
  the Seller and that would be reasonably construed to suggest that the board
  of directors of the Seller does not support the Acquisition and the Plan of
  Dissolution or does not believe that the Acquisition and the Plan of
  Dissolution are in the best interests of the shareholders of the Seller;
  (ii) the Seller shall have failed to include in the Prospectus/Proxy
  Statement a statement to the effect that the board of directors of the
  Seller has unanimously determined and believes that the

                                      B-44
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  Acquisition and the Plan of Dissolution are in the best interests of the
  shareholders of the Seller; (iii) the board of directors of the Seller
  fails to reaffirm the Seller Board Recommendation, or fails to reaffirm its
  determination that the Acquisition and the Plan of Dissolution are in the
  best interests of the Seller's shareholders, within five business days
  after Parent or the Purchaser reasonably requests in writing that such
  recommendation or determination be reaffirmed; (iv) the board of directors
  of the Seller shall have approved, endorsed or recommended any Acquisition
  Proposal; (v) the Seller shall have entered into any letter of intent or
  similar document or any Contract providing for or otherwise contemplating
  an Acquisition Transaction; or (vi) a tender or exchange offer relating to
  securities of the Seller shall have been commenced and the Seller shall not
  have sent to its shareholders, within ten business days after the
  commencement of such tender or exchange offer, a statement disclosing that
  the Seller recommends rejection of such tender or exchange offer.

     Unaudited Interim Balance Sheet. "Unaudited Interim Balance Sheet" shall
  mean the unaudited consolidated balance sheet of the Seller included in the
  Unaudited Interim Financial Statements.

     Unaudited Interim Financial Statements. "Unaudited Interim Financial
  Statements" shall mean the unaudited consolidated balance sheet of the
  Seller as of October 31, 2000, and the related unaudited consolidated
  income statement of the Seller for the three-month period ended October 31,
  2000, together with the notes (if any) thereto, in substantially the form
  attached as Exhibit E.

                                      B-45

Source: OneCLE Business Contracts.