In re RASTER GRAPHICS SECURITIES

LITIGATION

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This Document Relates To:

ALL ACTIONS.

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Master File No. C-98-0807-FMS

CLASS ACTION

DATE: February 19, 1999

TIME: 10:00 a.m.

COURTROOM: The Honorable

Fern M. Smith

This matter came on for hearing on February 19, 1999, upon the application of the Settling Parties for approval of the settlement set forth in the Stipulation of Settlement (the "Stipulation") dated as of October 12, 1998. Due and adequate notice having been given to the Settlement Class, and the Court having considered the Stipulation, all papers filed and proceedings held herein and all oral and written comments received regarding the proposed settlement, and having reviewed the entire record in the action, and good cause appearing therefor;

IT IS HEREBY ORDERED, ADJUDGED AND DECREED THAT:

1. The Court, for purposes of this Final Judgment and Order of Dismissal (the "Judgment"), adopts all defined terms as set forth in the Stipulation.

2. The Court has jurisdiction over the subject matter of the Litigation, the Representative Plaintiffs, the other Members of the Settlement Class, and the Defendants.

3. The Court finds that the distribution of the Notice of Pendency and Proposed Settlement of Class Actions, Proof of Claim and Release, and publication of the Summary Notice as provided for in the Order Preliminarily Approving Settlement and Approving the Form and Manner of Notice constituted the best notice practicable under the circumstances to all Persons within the definition of the Settlement Class, and fully met the requirements of Rule 23 of the Federal Rules of Civil Procedure, due process, the United States Constitution, and any other applicable law.

4. Pursuant to and in accordance with the requirements of Rule 23 of the Federal Rules of Civil Procedure, the Court approves the settlement of the above-captioned action set forth in the Stipulation, each of the releases and other terms, as fair, just, reasonable and adequate as to the Settling Parties. The Settling Parties are directed to perform in accordance with the terms set forth in the Stipulation.

5. Except as to any individual claim of those Persons (identified in Exhibit 1 hereto) who have validly and timely requested exclusion from the Settlement Class, the Litigation and all claims contained therein, including all of the Released Claims against the Released Persons are dismissed with prejudice as to the Representative Plaintiffs and the other Members of the Settlement Class, and the Settling Parties are to bear their own costs, except as otherwise provided in the Stipulation.

6. Pursuant to Rule 23 of the Federal Rules of Civil Procedure, this Court has certified a Settlement Class of all Persons (except Defendants, officers and directors of Raster Graphics, members of the immediate families of any of the Individual Defendants, any entity in which any Defendant has a controlling interest, and the legal representatives, heirs, successors and assigns of any such excluded party) who purchased Raster Graphics stock during the Settlement Class Period (April 24, 1997 through April 24, 1998, inclusive), excluding those Persons who timely and validly request exclusion from the Settlement Class pursuant to the Notice of Pendency and Proposed Settlement of Class Actions ("Notice") sent to the Settlement Class.

7. With respect to the Settlement Class, this Court finds and concludes that: (a) the members of the class are so numerous that joinder of all class members in the Litigation is impracticable; (b) there are questions of law and fact common to the class which predominate over any individual questions; (c) the claims of the Representative Plaintiffs are typical of the claims of the class; (d) in negotiating and entering into the Stipulation, the Representative Plaintiffs and their counsel have fairly and adequately represented and protected the interests of all of the class members; and (e) a class action is superior to other available methods for the fair and efficient adjudication of the controversy, considering: (i) the interests of the members of the class in individually controlling the prosecution of the separate actions, (ii) the extent and nature of any litigation concerning the controversy already commenced by members of the class, (iii) the desirability or undesirability of continuing the litigation of these claims in this particular forum, and (iv) the difficulties likely to be encountered in the management of the class action.

8. Upon the Effective Date, the Representative Plaintiffs and their counsel on their own behalf and on behalf of all other Settlement Class Members shall fully, finally, and forever release, relinquish and discharge all Released Claims against each and all of the Released Persons, whether or not such Settlement Class Member executes and delivers the Proof of Claim and Release.

9. Upon the Effective Date, each of the Defendants and their respective counsel shall, by operation of the Judgment, fully, finally, and forever release, relinquish and discharge each of the Representative Plaintiffs, the other Settlement Class Members, and counsel to the Representative Plaintiffs, from all claims (whether or not known or suspected) arising out of, relating to, or in connection with the institution, prosecution, assertion or resolution of the Litigation or the Released Claims.

10. Only those Settlement Class Members filing valid and timely Proof of Claim and Release forms shall be entitled to participate in the settlement and receive a distribution from the Settlement Fund. The Proof of Claim and Release to be executed by the Settlement Class Members shall release all Released Claims against the Released Persons. All Settlement Class Members shall, as of the Effective Date, be bound by the releases set forth herein whether or not they submit a valid and timely Proof of Claim and Release.

11. Neither the Stipulation nor the settlement contained therein, nor any act performed or document executed pursuant to or in furtherance of the Stipulation or the settlement: (i) is or may be deemed to be or may be used as an admission of, or evidence of, the validity of any Released Claim, or of any wrongdoing or liability of the Defendants, or (ii) is or may be deemed to be or may be used as an admission of, or evidence of, any fault or omission of any of the Defendants in any civil, criminal or administrative proceeding in any court, administrative agency or other tribunal. Released Persons may file the Stipulation and/or the Judgment from this Litigation in any other action that may be brought against them in order to support a defense or counterclaim based on principles of res judicata, collateral estoppel, release, good faith settlement, judgment bar or reduction or any theory of claim preclusion or issue preclusion or similar defense or counterclaim. Defendants have denied and continue to deny each and all of the claims alleged in the Litigation. Representative Plaintiffs or any other Member of the Settlement Class may file the Stipulation in any proceeding brought to enforce any of its terms or provisions.

12. No party or their respective counsel violated any of the requirements of Rule 11 of the Federal Rules of Civil Procedure with respect to any of the complaints filed in this Litigation, any responsive pleading to any of the above complaints or any dispositive motion with respect to any of the above complaints.

13. The Settling Parties, their agents, employees and counsel and the Claims Administrator shall not be liable for anything done or omitted to be done in connection with this settlement, the entry of this Judgment, the administration of claims, or payments to Authorized Claimants, except for their own willful misconduct.

14. The Court reserves exclusive and continuing jurisdiction over the Litigation, the Representative Plaintiffs, the Settlement Class and the Released Persons for the purposes of: (1) supervising the implementation, enforcement, construction, and interpretation of the Stipulation, the Plan of Allocation, and this Judgment; (2) hearing and determining any application by Representative Plaintiffs' Counsel for an award of attorneys' fees, costs, and expenses; and (3) supervising the distribution of the Settlement Fund.

15. In the event that the Effective Date does not occur, then this Judgment shall be rendered null and void and shall be vacated and, in such event, all orders entered and releases given in connection herewith shall be null and void.

DATED: __________________

______________________________

THE HONORABLE FERN M. SMITH

UNITED STATES DISTRICT JUDGE

Submitted by:

MILBERG WEISS BERSHAD

HYNES & LERACH LLP

WILLIAM S. LERACH

JOY ANN BULL

______________________________

JOY ANN BULL

600 West Broadway, Suite 1800

San Diego, CA 92101

Telephone: 619/231-1058

MILBERG WEISS BERSHAD

HYNES & LERACH LLP

REED R. KATHREIN

JEFFREY W. LAWRENCE

DAVID R. STICKNEY

222 Kearny Street, 10th Floor

San Francisco, CA 94108

Telephone: 415/288-4545

Lead Counsel for Plaintiffs

RASTER-G\SH03622.JGT

I, the undersigned, declare:

1. That declarant is and was, at all times herein mentioned, a citizen of the United States and a resident of the County of San Diego, over the age of 18 years, and not a party to or interested in the within action; that declarant's business address is 600 West Broadway, Suite 1800, San Diego, California 92101.

2. That on February 11, 1999, declarant served the FINAL JUDGMENT AND ORDER OF DISMISSAL by depositing a true copy thereof in a United States mailbox at San Diego, California in a sealed envelope with postage thereon fully prepaid and addressed to the parties listed on the attached Service List and that this document was forwarded to the following designated Internet site at:

http://securities.milberg.com

3. That there is a regular communication by mail between the place of mailing and the places so addressed.

I declare under penalty of perjury that the foregoing is true and correct. Executed this 11th day of February, 1999, at San Diego, California.

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SUSAN L. HAMILTON