Escrow Agreement

Escrow Agreement

by Xerographic Laser Images Cp
February 3rd, 1998





                               				ESCROW AGREEMENT



     THIS ESCROW AGREEMENT (the "Escrow Agreement") is made and entered into 
effective as of this _____ day of __________, 1998, by and among OAK 
TECHNOLOGY, INC. ("Oak"), DANIEL J. ALLEN, ADAM L. CARLEY, ANTHONY D. 
D'AMELIO, JOSEPH L. KATZ and VINCENT J. SPOTO (each a "Stockholder 
Representative" and collectively, the "Stockholder Representatives") and 
STATE STREET BANK AND TRUST COMPANY (the "Escrow Agent"), and the Exchange 
Agent, with respect to the duties of the Exchange Agent described in 
Section 4 of this Escrow Agreement.

                         				 R E C I T A L S

     This Escrow Agreement is being entered into in accordance with the 
provisions of that certain Plan of Reorganization and Agreement of Merger 
dated as of January ____, 1998 (the "Plan of Reorganization"), by and among 
Oak, Pixel Magic, Inc., OTI Acquisition Corporation, Xerographic Laser 
Images Corporation ("XLI") and certain stockholders of XLI.  Capitalized 
terms used but not defined herein shall have the respective meanings 
assigned to such terms in the Plan of Reorganization.

     NOW, THEREFORE, in consideration of the mutual agreements set forth 
below and in the Plan of Reorganization, and for other good and valuable 
consideration, the receipt and sufficiency of which is hereby acknowledged, 
the parties hereto agree as follows:

                         				A G R E E M E N T

1.   Appointment of Stockholder Representatives.  XLI, with the 
approval of the required affirmative vote of the stockholders of XLI 
entitled to vote on the Plan of Reorganization, irrevocably nominated, 
constituted and appointed the Stockholder Representatives, and each of 
them, as the agent and true and lawful attorney-in-fact of the stockholders 
of XLI, to act in the name, place and stead of the stockholders of XLI and 
any holders of options, warrants or other rights to acquire the capital 
stock of XLI (collectively, the "XLI Stockholders") for purposes of 
executing any documents and taking any actions that said Stockholder 
Representatives may in their sole discretion determine to be necessary or 
desirable in connection with this Escrow Agreement or any of the 
transactions contemplated hereby, and each of said Stockholder 
Representatives has accepted said appointment.  Pursuant to the Plan of 
Reorganization, the Stockholder Representatives are granted full authority 
to execute, deliver, acknowledge, certify and file on behalf of the XLI 
Stockholders (in the name of any or all of the XLI Stockholders or 
otherwise) any and all documents which the Stockholder Representatives may 
in their sole discretion determine to be necessary, desirable or 
appropriate, in such forms and containing such provisions as the 
Stockholder Representatives may in their sole discretion determine to be 
appropriate, including without limitation amendments to this Escrow 
Agreement, amendments to any agreements, instruments or other documents 
executed in connection with this Escrow Agreement, documents relating to 
this Escrow Agreement (including escrow instructions) and other documents 
which may be required to be executed, delivered, acknowledged or certified 
in connection with any of the foregoing documents.  Oak, the Escrow Agent 
and the Exchange Agent shall be entitled to deal exclusively with the 
Stockholder Representatives on all matters relating to this Escrow 
Agreement, including without limitation any notice to, or any consent, 
approval or action to be given or taken by, any XLI Stockholder, and any 
amount to be distributed or paid to any XLI Stockholder or any holder of an 
XLI Warrant.  Oak, the Escrow Agent and the Exchange Agent shall be 
entitled to rely on any action taken by the Stockholder Representatives 
with respect to this Escrow Agreement or any of the transactions 
contemplated hereby as being fully binding on the XLI Stockholders, and any 
action of the Stockholder Representatives shall fully bind the XLI 
Stockholders provided that such action is taken in accordance with the 
provisions of Section 6 of this Agreement.  The agency and power of 
attorney granted in this Section 1 shall not be affected by the subsequent 
incapacity of any XLI Stockholder.  If for any reason there is only one 
Stockholder Representative at any time, then, so long as there is only one 
Stockholder Representative, such references herein to the Stockholder 
Representatives shall mean such Stockholder Representative.


2.   Plan of Reorganization.  The Escrow Agent hereby acknowledges receipt 
of a copy of the Plan of Reorganization, but except for reference thereto 
for definitions of certain words or terms not defined herein, the Escrow 
Agent is not charged with any duties or responsibilities with respect to 
the Plan of Reorganization.

3.   Funds Placed Into Escrow.

     3.1   Merger Cash Funds.  Pursuant to the Plan of Reorganization, 
including Section 2.5.2.2 thereof, Oak shall deliver to the Escrow Agent 
not later than one business day following the Effective Date, by wire 
transfer of funds, an amount equal to Merger Cash, multiplied by the total 
number of shares of XLI Common Stock purchasable under the Private Warrants 
outstanding at the Effective Time, which aggregate amount together with 
interest earned thereon (collectively, the "Merger Cash Funds") is to be 
held by the Escrow Agent and released in accordance with the provisions of 
this Escrow Agreement.

     3.2   Contingent Cash Funds.  Commencing with the calendar quarter 
ending March 31, 1998 and terminating with the calendar quarter ending 
March 31, 1999, Oak shall deliver to the Escrow Agent an amount equal to 
the amount of Contingent Cash, if any, due by Oak for each such calendar 
quarter under Section 2 of the Plan of Reorganization (subject to any 
adjustments provided for in Sections 9 and 10 of the Plan of Reorganization).  
Thereafter, pursuant to the Plan of Reorganization, including Section 2.6.1.2 
thereof, Oak shall deliver to the Escrow Agent an amount equal to the amount 
of Contingent Cash, if any, due by Oak for any calendar quarter under 
Section 2 of the Plan of Reorganization, multiplied by the total number of 
shares of XLI Common Stock purchasable under the Private Warrants outstanding 
at the end of such calendar quarter.  The Contingent Cash amount for any 
calendar quarter shall be delivered by Oak to the Escrow Agent5) days after
the end of such calendar quarter, provided, however, that the Contingent 
Cash amount, if any, due for the calendar quarter ended March 31, 1999 
shall be delivered by Oak to the Escrow Agent within thirty (30) days 
after the end of such calendar quarter.  All such Contingent Cash amounts 
delivered to the Escrow Agent pursuant to this Section 3.2, together with 
interest earned thereon (collectively, the "Contingent Cash Funds"), 
shall be held by the Escrow Agent and released in accordance with the 
provisions of this Escrow Agreement.

     3.3   Escrow Account; Investment of Escrowed Funds.  The Escrow Agent 
shall open an account in the name of "Oak Technology, Inc./Xerographic Laser 
Images Escrow Fund" (the "Account"), and, pending disposition of the Merger 
Cash Funds and the Contingent Cash Funds (collectively, the "Escrowed Funds") 
in accordance with this Escrow Agreement, the Escrow Agent shall invest the 
Escrowed Funds as the Stockholder Representatives shall direct.  The Escrowed 
Funds may, at the direction of the Stockholder Representatives, be invested 
by the Escrow Agent in (a) any obligation issued or guaranteed by, or 
backed by the full faith and credit of, the United States of America 
(including any certificates or any other evidence of an ownership interest in 
any such obligation or in specified portions thereof, which may consist of 
specified portions of the principal thereof or the interest thereon), 
(b) certificates of deposit secured at all times by direct obligations of the 
United States of America or obligations the principal of and interest on 
which are unconditionally guaranteed by the United States of America, 
(c) deposit accounts in, money market deposits or certificates of deposit 
issued by, and bankers' acceptances of, any bank, trust company or 
national banking association which is a member of the Federal Reserve 
System (which may include the Escrow Agent and which may include an 
SSgA money market account), having capital stock and surplus aggregating 
not less than Fifty Million Dollars ($50,000,000), which are fully insured 
by the Federal Deposit Insurance Corporation, (d) obligations issued or 
guaranteed by any person controlled or supervised by and acting as an 
instrumentality of the United States of America pursuant to the authority 
granted by the Congress of the United States, (e) commercial paper rated 
Prime-1 or A-1 by Moody's or Standard & Poors ("S&P"), or (f) obligations 
rated not less than "A" or equivalent by Moody's or S&P issued or guaranteed 
by any state of the United States or the District of Columbia, or any 
political subdivision of any such state or District, or obligations of a 
public housing authority fully secured by contracts with the United States. 
In no event shall Oak or the Escrow Agent have any liability under this 
Escrow Agreement for investment losses incurred on any investment or 
reinvestment made in accordance with the terms of this Escrow Agreement.

     3.4   Tax Reporting; Withholding.  The parties hereto agree that, for 
tax reporting purposes, all interest or other income earned from the 
investment of the Escrowed Funds shall be allocable to Oak.  Oak agrees to 
provide the Escrow Agent with a certified tax identification number by 
signing and returning a Form W-9 (or Form W-8, in case of non-U.S. persons) 
to the Escrow Agent prior to the date on which any income earned on the 
investment of the Escrowed Funds is credited to such Escrowed Funds.  The 
parties hereto understand that, in the event Oak's tax identification number 
is not certified to the Escrow Agent, the Internal Revenue Code, as amended 
from time to time, may require withholding of a portion of any interest or 
other income earned on the investment of the Escrowed Funds.  Oak hereby 
agrees to assume any and all obligations imposed now or hereafter by any 
applicable tax law with respect to the payment of Escrowed Funds under this 
Escrow Agreement, and to indemnify and hold the Escrow Agent harmless from 
and against any taxes, additions for late payment, interest, penalties, 
governmental charges and other expenses (including reasonable legal fees 
and expenses) that may be assessed against or may be incurred by the Escrow 
Agent in connection with the making of any such payments.  Oak and the 
Stockholder Representatives undertake to instruct the Escrow Agent in 
writing with respect to the Escrow Agent's responsibility for withholding 
and other taxes, assessments or other governmental charges, certifications 
and governmental reporting in connection with its acting as Escrow Agent 
under this Escrow Agreement; provided, however, that instructions with 
respect to the matters addressed by this Section 3.4 shall be required only 
in the event of a change in the terms set forth in this Section 3.4.  

     3.5  Indemnity of Escrow Agent.  Oak covenants and agrees to indemnify 
the Escrow Agent and hold it harmless without limitation from and against 
any loss, liability or expense of any nature incurred by the Escrow Agent 
arising out of or in connection with this Escrow Agreement or with the 
administration of its duties hereunder, including but not limited to 
reasonable legal fees and other costs and expenses of defending or preparing 
to defend against any such claim or liability, unless such loss, liability 
or expense shall be caused by the Escrow Agent's gross negligence, bad faith 
or willful misconduct.  Except in the case of the Escrow Agent's gross 
negligence, bad faith or willful misconduct, the Escrow Agent shall not be 
liable for indirect, punitive, special or consequential damages.  The Escrow 
Agent shall have no more or less responsibility or liability on account of 
any action or omission of any book entry depository employed by the Escrow 
Agent than any such book entry depository has to the Escrow Agent, provided 
such book entry depository is liable in the case of such book entry 
depository's gross negligence, bad faith or willful misconduct, except to 
the extent that such action or omission of any book entry depository was 
caused by the Escrow Agent's own gross negligence, bad faith or willful 
misconduct.

4.   Release of Escrowed Funds.  The Escrow Agent shall release the Escrowed 
Funds as described in this Section 4, subject to the terms and conditions of 
this Escrow Agreement.  Determinations by the Escrow Agent or the Exchange 
Agent of the Exercise Price Amount (which term is defined in Section 4.2 
below) due in connection with any XLI Warrant exercise pursuant to 
Section 4.2 of this Escrow Agreement, and determinations by the Escrow 
Agent of the per share amount of Merger Cash and the per share amount of 
Contingent Cash payable by the Escrow Holder under this Escrow Agreement, 
shall be based on the information provided to the Escrow Agent by the 
Stockholder Representatives and Oak, respectively, pursuant to Section 4.4 of 
this Escrow Agreement.  Determinations by the Escrow Agent of the XLI 
Stockholders (including any holders of XLI Warrants who exercised such XLI 
Warrants pursuant to Section 4.2 of this Escrow Agreement) entitled to 
distributions of Escrowed Funds under this Escrow Agreement shall be based 
on the information provided to the Escrow Agent by the Exchange Agent.  
The Escrow Agent agrees to provide at least ten (10) days prior written 
notice to the Exchange Agent, the Stockholder Representatives and Oak of 
any release of Escrowed Funds pursuant to Sections 4.1, 4.2 or 4.3 of 
this Escrow Agreement, which notice shall include a description of the 
calculations and allocations made by the Escrow Agent in connection 
with such release of Escrowed Funds.  Any objection by Oak or the 
Stockholder Representatives to such calculations or allocations must 
be delivered in writing to the Escrow Agent, with a copy to the other 
party or parties hereto, within five (5) days following delivery by 
the Escrow Agent of such notice.

     4.1   Initial Escrow Distribution.  Subject to the provisions of the 
immediately preceding paragraph, not later than fifteen (15) calendar days 
following delivery to the Escrow Agent of the amount, if any, of Contingent 
Cash payable by Oak for the calendar quarter ended March 31, 1999, the 
Escrow Agent shall deliver to the Exchange Agent, for distribution to the 
XLI Stockholders, the Escrowed Funds then held by the Escrow Agent, less 
the sum of (i) Merger Cash Funds held in escrow with respect to any Private 
Warrant that has not been exercised prior to March 31, 1999 and has not 
otherwise terminated ("Unexpired Private Warrant"), (ii) Contingent Cash 
Funds held in escrow with respect to any Unexpired Private Warrant and 
(iii) any Exercise Price Amount then held in escrow under Section 4.2 below 
(the "Initial Distribution Amount").  For purposes of calculating the 
amount to be withheld from the Initial Distribution Amount, the Escrow 
Agent may rely upon written instructions furnished to the Escrow Agent by 
the Exchange Agent, by no later than April 5, 1999, identifying the 
Unexpired Private Warrants outstanding at March 31, 1999, and the amounts 
of Merger Cash and Contingent Cash payable with respect to such Unexpired 
Private Warrants.  Any interest earned on the Escrowed Funds that is 
otherwise allocable to the funds required to be retained in escrow by the 
Escrow Agent under this Section 4.1 shall be distributed to the XLI 
Stockholders of record at March 31, 1999 (including any holders of XLI 
Warrants who exercised such XLI Warrants prior to March 31, 1999) as part 
of the Initial Distribution Amount.  The Initial Distribution Amount shall 
be distributed by the Exchange Agent in accordance with the provisions of 
the Exchange Agreement and shall be allocated pro rata to (a) all 
outstanding shares of XLI Common Stock held by XLI Stockholders at the 
Effective Time (excluding any shares of XLI Common Stock into which 
outstanding shares of XLI Preferred Stock were convertible at the Effective 
Time), (b) all outstanding shares of XLI Preferred Stock held by XLI 
Stockholders at the Effective Time, on an as converted basis, and (c) all 
shares of XLI Common Stock (including shares of XLI Common Stock into which 
shares of XLI Preferred Stock, that were issued upon exercise of the 
Underwriter's Warrant, were converted) attributable to XLI Warrants 
exercised after the Effective Time and prior to March 31, 1999.  

     4.2   Upon Exercise of XLI Warrants.  Promptly following delivery 
to the Exchange Agent of documentation evidencing exercise of any XLI 
Warrant, in form and substance reasonably acceptable to the Exchange Agent, 
and receipt by the Exchange Agent of the exercise price per share payable 
in connection with the exercise of such XLI Warrant (the "Exercise Price 
Amount"), the Exchange Agent shall deliver to the holder of such XLI 
Warrant the sum of Merger Cash and Contingent Cash per share of XLI 
Common Stock (including shares of XLI Common Stock into which shares of 
XLI Preferred Stock have been converted) for which the Exercise Price 
Amount has been paid to the Exchange Agent.  Merger Cash payable to the 
holder of a Private Warrant under this Section 4.2 shall be paid to the 
holder of such Private Warrant from the Merger Cash Funds delivered to 
the Escrow Agent by Oak pursuant to Section 3.1 of this Escrow Agreement, 
which funds shall be delivered to the Exchange Agent by the Escrow Agent.  
Merger Cash payable to the holder of any XLI Warrant, other than a 
Private Warrant, shall be paid by the Exchange Agent to the holder of 
such XLI Warrant from the Exercise Price Amount delivered by the holder of 
such XLI Warrant to the Exchange Agent pursuant to this Section 4.2.  
Contingent Cash payable to the holder of any XLI Warrant (including any 
Private Warrant), who exercises such XLI Warrant (including any Private 
Warrant) prior to March 31, 1999, shall be paid by the Escrow Agent, for 
the period commencing on January 1, 1998 and ending on March 31, 1999, 
in accordance with the provisions of Section 4.1 of this Escrow Agreement.  
Contingent Cash payable to the holder of any Private Warrant, who exercises 
such Private Warrant subsequent to March 31, 1999, shall be paid to the 
holder of such Private Warrant from the Contingent Cash Funds retained in 
escrow by the Escrow Agent pursuant to Section 4.1 of this Escrow Agreement 
and Contingent Cash Funds delivered by Oak to the Escrow Agent pursuant to 
Section 3.2 of the Escrow Agreement subsequent to June 30, 1999 and prior 
to delivery by Oak to the Exchange Agent of any Contingent Cash Funds due 
for the calendar quarter in which the exercise of such Private Warrant 
occurs.  Any Contingent Cash Funds payable by the Escrow Agent pursuant 
to the immediately preceding sentence shall be delivered by the Escrow 
Agent to the Exchange Agent for distribution to such holders of Private 
Warrants.  Net exercises of XLI Warrants shall not be permitted, and 
no XLI Warrant shall be exercisable for shares of the capital stock 
of XLI or of Oak or any Oak Subsidiary, including, without limitation, 
Pixel Magic, Inc.  Within five (5) business days following receipt by 
the Exchange Agent of the Exercise Price Amount, the Exchange Agent shall 
deliver to Oak the Exercise Price Amount, net of any amount of Merger 
Cash paid by the Exchange Agent to the holder of an XLI Warrant, other 
than a Private Warrant, from such Exercise Price Amount in accordance 
with the provisions of this Section 4.2.  The Exchange Agent shall provide 
written notice to Oak and to the Stockholder Representatives of any 
exercise of an XLI Warrant, including the number of shares of XLI Common 
Stock (including shares of XLI Common Stock into which shares of XLI 
Preferred Stock were converted), date of exercise of such XLI Warrant, 
the Exercise Price Amount covered by such XLI Warrant exercise and the 
amount of the Exercise Price Amount, if any, utilized to pay Merger Cash 
pursuant to this Section 4.2.  Such notice shall also indicate whether 
any shares of XLI Stock remain available for purchase under such 
XLI Warrant.

     4.3   Upon Termination of Escrow Agreement.  Upon termination of this 
Escrow Agreement (which shall occur upon expiration or exercise of all 
rights to purchase shares of XLI Stock under the XLI Warrants, including 
the Private Warrants), all Escrowed Funds, if any, remaining in escrow 
upon termination of this Escrow Agreement shall be paid out within 
fifteen (15) business days following the termination of this Escrow 
Agreement.  Such amount shall be delivered by the Escrow Agent to the 
Exchange Agent for distribution to the XLI Stockholders, and shall be 
allocated in accordance with Section 4.1 of this Agreement as though it 
were an Initial Escrow Distribution.

     4.4   Delivery of Information to Escrow Agent.

	   4.4.1   Determination of Merger Cash and Contingent Cash Amounts.  
Within one business day following the Effective Date, Oak and the 
Stockholder Representatives shall provide joint written notice to the 
Escrow Agent of the date which is the Effective Date and the per share 
determination of Merger Cash, as calculated in accordance with the 
provisions of Section 2.4.3 of the Plan of Reorganization.  Within 
forty-five (45) days after the close of each calendar quarter, Oak and 
the Stockholder Representatives shall provide joint written notice to 
the Escrow Agent of the per share determination of Contingent Cash as of 
the end of such calendar quarter, calculated in accordance with the 
provisions of Section 2.4.4 of the Plan of Reorganization.  Oak and the 
Stockholder Representatives agree to provide to the Escrow Agent such 
other Merger Cash and Contingent Cash calculations as are required by the 
Escrow Agent in order to fulfill its duties hereunder.  

	   4.4.2   List of XLI Stockholders and Holders of XLI Warrants.  
Within one  business day following the Effective Date, the Stockholder 
Representatives shall deliver or cause to be delivered to the Escrow Agent, 
with a copy to Oak:  (i) a list of the names, addresses and number of 
shares of XLI Stock held by all XLI Stockholders at the Effective Time, 
which list shall include the names of Dissenting Stockholders and the 
number of shares of XLI Stock held by any Dissenting Stockholder, and 
shall also include for each holder of XLI Preferred Stock the number of 
shares of XLI Common Stock into which shares of XLI Preferred Stock were 
convertible at the Effective Time, including shares of XLI Preferred 
Stock held by any Dissenting Stockholder; and (ii) a list of the names and 
addresses of all holders of XLI Warrants outstanding at the Effective 
Time, which list shall include the number of shares of XLI Common Stock 
into which each such XLI Warrant is convertible upon exercise of such XLI 
Warrant, including shares of XLI Common Stock into which shares of XLI 
Preferred Stock are convertible, the Exercise Price Amount payable by 
the holder of such XLI Warrant and the date of expiration of such XLI 
Warrant.  Without limiting the generality of the foregoing, the list of 
XLI Warrants outstanding at the Effective Time shall indicate by 
individual holder the type or types of XLI Warrants held by such holder, 
with the information required by clause (ii) above presented separately 
for each XLI Warrant.  The Stockholder Representatives agree to provide 
to the Escrow Agent, with a copy to Oak, such other information regarding 
the capital stock of XLI, including any XLI Warrants, issued and 
outstanding, at the Effective Time.  

	   4.4.3   Notice of Expiration of XLI Warrants.  Within ten (10) 
business days prior to the expiration of all rights to purchase shares of 
XLI Stock under the Class A Warrants, or the Underwriter's Warrant, or 
the Private 1995 Warrants or the Private 1996 Warrants, the Stockholder 
Representatives shall deliver notice of same to the Escrow Agent, the 
Exchange Agent and Oak.

     4.5   Delivery of Information by Exchange Agent.

	   4.5.1   Letter of Instruction.  As soon as practicable after 
the Effective Time of the Merger, the Exchange Agent shall mail to each 
holder of an XLI Warrant instructions for use in effecting the exercise 
of any XLI Warrant.  Oak and the Stockholder Representatives shall 
cooperate with the Exchange Agent in furnishing such instructions.

	   4.5.2   Notice of Exercise of XLI Warrant.  Within five (5) 
business days following the exercise of any XLI Warrant and payment of the 
Exercise Price Amount therefor, pursuant to and in accordance with the 
provisions of this Escrow Agreement, the Exchange Agent shall provide 
written notice to the Escrow Agent of the name and address of any holder 
of XLI Warrants who exercised XLI Warrants subsequent to the Effective 
Time of the Merger, which list shall include the number of shares of XLI 
Common Stock (including shares of XLI Common Stock into which shares of 
XLI Preferred Stock were converted) covered by the exercise of such XLI 
Warrant.  Written notice of any such XLI Warrant exercise shall be 
delivered by the Exchange Agent to Oak and the Stockholder Representatives 
pursuant to and in accordance with Section 4.2 of this Escrow Agreement.

     4.6  Lost, Stolen or Destroyed XLI Warrants.  In the event any XLI 
Warrant shall have been lost, stolen or destroyed, upon the making of any 
affidavit of that fact by the person claiming such XLI Warrant to be lost, 
stolen or destroyed, and upon delivery of a bond in such sum as the 
Exchange Agent may reasonably direct, as indemnity against any claim that 
may be made against the Exchange Agent with respect to the XLI Warrant 
alleged to have been lost, the Exchange Agent or the Escrow Agent, as 
the case may be, will issue, upon receipt by the Exchange Agent of the 
Exercise Price Amount payable in connection with the exercise of such 
XLI Warrant, the consideration as provided in this Section 4 in exchange 
for such lost, stolen or destroyed XLI Warrant.

     4.7   Abandoned Property.  Notwithstanding anything to the contrary 
contained in this Section 4 or elsewhere in this Escrow Agreement, neither 
the Escrow Agent nor any other party to this Escrow Agreement shall be 
liable to any holder of the capital stock of XLI, including any holder of 
an XLI Warrant who has exercised all or a portion of such XLI Warrant, for 
any amount properly paid to a public official pursuant to any applicable 
abandoned property, escheat or similar law.

5.   Duties of the Escrow Agent.  It is agreed that the duties of the 
Escrow Agent are only those specifically provided herein, which are purely 
ministerial in nature.  The Escrow Agent shall have no responsibility with 
respect to the Escrowed Funds other than to follow the instructions 
contained herein.  The Escrow Agent shall incur no liability in connection 
with this Escrow Agreement except for gross negligence, misconduct or bad 
faith in the performance of its duties hereunder.  The Escrow Agent shall 
not be required to defend any legal proceedings which may be instituted 
against the Escrow Agent with respect to the subject matter of this Escrow 
Agreement unless requested to do so by one or more of the parties hereto 
and indemnified by the requesting party to the Escrow Agent's satisfaction.  
If any action is threatened or instituted against the Escrow Agent, the 
Escrow Agent may interplead the parties hereto and may deposit the subject 
matter of this Escrow Agreement into court, and in such event the Escrow 
Agent shall be relieved of and discharged from any and all obligations and 
liabilities under this Escrow Agreement.  The Escrow Agent may rely on and 
shall be protected in acting or refraining from acting upon any written 
notice, instruction, instrument, statement, request or document 
furnished to it hereunder and believed by it to be genuine and to 
have been signed or presented by the proper person, and shall have no 
responsibility for determining the accuracy thereof.  The Escrow 
Agent may also consult counsel satisfactory to it, including in-house 
counsel, and may reasonably rely on the advice of such counsel, 
provided the Escrow Agent acts in good faith and in accordance with 
the advice of such counsel, and provided further that the Escrow has 
no independent knowledge of any material error or omission in such 
advice.  The Escrow Agent shall not be required to institute legal 
proceedings of any kind.  Without limiting the generality of the 
preceding sentence, if there is any controversy in connection with 
the Escrowed Funds or any question as to the construction of this 
Escrow Agreement or any action to be taken by the Escrow Agent, the 
Escrow Agent shall not be required to resolve the controversy or take 
any action in connection therewith and may await the settlement of 
any such controversy by final legal proceedings or otherwise as the 
Escrow Agent may require.  The Escrow Agent may resign and be 
discharged from its duties hereunder by giving not less than forty-
five (45) days prior written notice of such resignation to Oak and 
the Stockholder Representatives, which notice shall specify the date 
when such resignation of such Escrow Agent shall take effect.  Prior 
to the effective date of the resignation as specified in such notice, 
Oak will issue to the Escrow Agent a written instruction authorizing 
redelivery of the Escrowed Funds to a bank or trust company that it 
selects as successor to the Escrow Agent hereunder, subject to the 
reasonable consent of the Stockholder Representatives.  If, however, 
Oak shall fail to name such a successor escrow agent within thirty 
(30) days after the notice of resignation from the Escrow Agent, the 
Stockholder Representatives shall be entitled to name such successor 
escrow agent.  If no successor escrow agent is named by Oak or the 
Stockholder Representatives, the Escrow Agent may apply to a court of 
competent jurisdiction for appointment of a successor escrow agent.  
Any successor escrow agent appointed in accordance with the foregoing 
procedures shall succeed as the Escrow Agent hereunder and Oak and 
the Stockholder Representatives hereby consent to and approve such 
successor.

6.   Actions and Instructions of Stockholder Representatives.  Any 
action required to be taken, or notice or instructions required 
to be given, to the Escrow Agent, the Exchange Agent or Oak under 
this Escrow Agreement may be taken or given by a majority of the 
Stockholder Representatives; provided, however, that less than a 
majority of the Stockholder Representatives may take such action or 
give such notice or instructions upon delivery to the Escrow Agent, 
the Exchange Agent and Oak of a notice signed by a majority of the 
Stockholder Representatives stating that any action may be taken and 
any notice or instructions may be given to the Escrow Agent, the 
Exchange Agent and Oak by the number of Stockholder Representatives 
specified in such notice.  If for any reason there is only one 
Stockholder Representative at any time, then the Escrow Agent, the 
Exchange Agent and Oak shall be entitled to rely on any action taken 
by, or notice or instructions given by, such Stockholder 
Representative.  Written notice of any resignation or removal of a 
Stockholder Representative, or any appointment of a successor 
Stockholder Representative, shall be promptly provided to the Escrow 
Agent, the Exchange Agent and Oak.

7.   Miscellaneous.

     7.1   Governing Laws.  It is the intention of the parties 
hereto that the internal laws of the Commonwealth of Massachusetts 
(irrespective of its choice of law principles) shall govern the 
validity of this Escrow Agreement, the construction of its terms, and 
the interpretation and enforcement of the rights and duties of the 
parties hereto.  The parties hereto hereby absolutely and irrevocably 
consent and submit to the jurisdiction of the court in the 
Commonwealth of Massachusetts and of any Federal court located in 
said Commonwealth in connection with any actions or proceedings 
brought against them by the Escrow Agent arising out of or relating 
to this Escrow Agreement.  In any such action or proceeding, the 
parties hereto hereby absolutely and irrevocably waive personal 
service of any summons, complaint, declaration or other process and 
hereby absolutely and irrevocably agree that the service thereof may 
be made by certified or registered first-class mail directed to such 
parties at their respective addresses in accordance with the 
provisions hereof.  

     7.2   Other Provisions.  This Escrow Agreement is binding 
upon and inures to the benefit of the successors and assigns of the 
parties hereto.  This Escrow Agreement and the Plan of 
Reorganization, the exhibits and schedules hereto and thereto, 
including the Exchange Agreement, and the documents referenced herein 
and therein constitute the entire understanding and agreement of the 
parties hereto with respect to the subject matter hereof and thereof 
and supersede all prior and contemporaneous agreements or 
understandings, inducements or conditions, express or implied, 
written or oral, between the parties hereto and thereto.  This Escrow 
Agreement may only be amended or observance of any terms of this 
Escrow Agreement may be waived only by a writing signed by the party 
to be bound thereby.

     7.3   Notices.  Whenever any party hereto desires or is 
required to give any notice, demand or request with respect to this 
agreement, each such communication shall be in writing and shall be 
given or made by, telecopy, telegraph, cable, mail or other delivery 
and telecopied, telegraphed, cabled, mailed or delivered to the 
intended recipient at the addresses specified below:



     If to Oak:                Oak Technology, Inc.
                     			       139 Kifer Court
			                            Sunnyvale, CA  94086
			                            Attn:  Shawn M. Soderberg, General Counsel
			                            Telecopier:  (408) 774-5337

     With a copy to:           Tomlinson Zisko Morosoli & Maser LLP
                     			       200 Page Mill Road, Second Floor
			                            Palo Alto, CA  94306
			                            Attn:  Timothy Tomlinson, Esq.
			                            Telecopier:  (650) 324-1808

     If to the Stockholder     c/o Xerographic Laser Images
    	  Representatives:        101 Billerica Avenue
			                            5 Billerica Park
			                            North Billerica, MA  01862
			                            Attn:  Mr. Anthony D. D'Amelio
			                            Telecopier:  (978) 670-8835

     With a copy to:           Warner & Stackpole LLP
                     			       75 State Street
			                            Boston, MA 02109
			                            Attn:  Michael A. Hickey, Esq.
			                            Telecopier:  (617) 951-9151

     If to the Escrow Agent:   State Street Bank and Trust Company
                     			       Two International Place
			                            Boston, MA  02110
			                            Attn:  Corporate Trust Division
			                            Mr. Scott Knox
			                            Telecopier:  (617) 664-5365

     If to the Exchange Agent: State Street Bank and Trust Company
                     			       150 Royal Street
			                            Mail Stop 45-02-71
			                            Canton, MA  02021
			                            Attn:  Mr. Joe McDavitt
			                            Telecopier:  (617) 575-2500

     Except as may be otherwise provided elsewhere in this Agreement, all 
such communications shall be deemed to have been duly given when transmitted 
by telecopier with verified receipt by the receiving telecopier, when 
delivered to the telegraph or cable office, when personally delivered, or 
in the case of a mailed notice, five (5) days after being deposited in the 
United States certified or registered mail, postage prepaid.  Any party may 
change its address for such communications by giving notice thereof to the 
other parties in conformance with this Section 7.3 (Notices).

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

     7.5   Severability.  If any provision of this Escrow Agreement, or 
the application thereof, shall for any reason and to any extent be invalid 
or unenforceable, the remainder of this Escrow Agreement and application 
of such provision to other persons or circumstances shall be interpreted 
so as best to reasonably effect the intent of the parties hereto.  The 
parties further agree to replace such void or unenforceable provision of 
this Escrow Agreement with a valid and enforceable provision which will 
achieve, to the extent possible, the economic, business and other purposes 
of the void or unenforceable provision.

     7.6   Remedies Cumulative.  All rights and remedies of the parties 
under this Escrow Agreement are cumulative and are in addition to and 
shall not be deemed to exclude any other right or remedy allowed by law 
and all rights and remedies may be exercised concurrently.

     7.7   Non-Waiver.  No condoning, excusing or waiver by any party of 
any default, breach or non-observance by any other party at any time or 
times in respect of any provision contained in this Escrow Agreement shall 
operate as a waiver of that party's rights under this Escrow Agreement in 
respect of any continuing or subsequent default, breach or non-observance, 
or so as to defeat or affect in any way the rights of that party in respect 
of any such continuing or subsequent default, breach or non-observance, 
and no waiver shall be inferred from or implied by anything done or omitted 
to be done by the party having those rights.

     7.8   Counterparts.  This Escrow Agreement may be executed in any 
number of counterparts, each of which shall be an original, but all of 
which together shall constitute one and the same instrument.

     7.9   Attorneys' Fees.  Should suit be brought to enforce or interpret 
any part of this Escrow Agreement, the prevailing party shall be entitled 
to recover, as an element of the costs of suit and not as damages, 
reasonable attorneys' fees to be fixed by the court (including without 
limitation, costs, expenses and fees on any appeal).  The prevailing party 
shall be the party entitled to recover its costs of suit, regardless of 
whether such suit proceeds to final judgment.  A party not entitled to 
recover its costs shall not be entitled to recover attorneys' fees.  No 
sum for attorneys' fees shall be counted in calculating the amount of a 
judgment for purposes of determining if a party is entitled to recover 
costs or attorneys' fees.

     7.10  Construction of Agreement.  This Escrow Agreement has been 
negotiated by the respective parties hereto and their attorneys and the 
language hereof shall not be construed for or against any party.  The 
recital to this Escrow Agreement shall be deemed to be a part of this 
Escrow Agreement.  The titles and headings herein are for reference 
purposes only and shall not in any manner limit the construction of 
this Escrow Agreement, which shall be considered as a whole.  Whenever 
required by the context hereof, the singular number shall include the 
plural, and vice versa, the masculine gender shall include the feminine 
and neuter genders, and the neuter gender shall include the masculine 
and feminine genders.

     7.11  Fees.  Oak agrees to pay or reimburse the Escrow Agent for 
reasonable legal fees incurred in connection with the preparation of 
this Escrow Agreement and to pay the Escrow Agent's reasonable 
compensation for its normal services hereunder in accordance with the 
attached fee schedule, which may be subject to change hereafter on an 
annual basis.  The Escrow Agent shall be entitled to reimbursement on 
demand for all reasonable expenses incurred in connection with the 
administration of this Escrow Agreement or the escrow created hereby 
which are in excess of its compensation for normal services hereunder, 
including without limitation, payment of any reasonable legal fees and 
expenses incurred by the Escrow Agent in connection with resolution of any 
claim by any party hereunder.  

     7.12  Succession.  Any Stockholder Representative, or any successor 
to any of them hereafter appointed, may resign and shall be discharged of 
his duties.  In case of such resignation, or the death or inability to act 
of any Stockholder Representative, a successor or successors shall be 
named by the remaining Stockholder Representatives or, if only one 
Stockholder Representative remains, by such Stockholder Representative.  
Each such successor Stockholder Representative shall have all the power, 
authority, rights and privileges hereby conferred upon the original 
Stockholder Representatives, and the Stockholder Representatives as used 
herein shall be deemed to include such successor(s).

     7.13  Force Majeure.  The Escrow Agent shall not be responsible for 
delays or failures in performance resulting from acts beyond its control.  
Such acts shall include but not be limited to acts of God, strikes, 
lockouts, riots, acts of war, epidemics, governmental regulations 
superimposed after the fact, fire communication line failures, computer 
viruses, power failures, earthquakes or other disasters.

     7.14  Reproduction of Documents.  This Escrow Agreement and all 
documents relating thereto, including, without limitation, (a) consents, 
waivers and modifications which may hereafter be executed, and 
(b) instructions, certificates and other information previously or 
hereafter furnished, may be reproduced by any photographic, photostatic, 
microfilm, optical disk, micro-card, miniature photographic or other 
similar process.  The parties agree that any such reproduction shall 
be admissible in evidence as the original itself in any judicial or 
administrative proceeding, whether or not the original is in existence, 
and that any enlargement, facsimile or further reproduction of such 
reproduction shall likewise be admissible in evidence.





			    

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     IN WITNESS WHEREOF, the parties hereto have executed this Escrow 
Agreement as of the date first hereinabove written.

STATE STREET BANK AND TRUST          OAK TECHNOLOGY, INC.
COMPANY



By:___________________________       By:___________________________

Its:_________________________        Its:__________________________



STOCKHOLDER REPRESENTATIVES:


____________________________          _____________________________        
Daniel J. Allen                       Joseph L. Katz


____________________________          _____________________________
Adam Carley                           Vincent J. Spoto


____________________________        
Anthony D. D'Amelio


Acknowledged and Agreed with respect 
to the duties of the Exchange Agent 
under Section 4 of the Escrow Agreement.

EXCHANGE AGENT

STATE STREET BANK AND TRUST COMPANY


By:_______________________________                                   

Its:______________________________