F-10/A

As filed with the Securities and Exchange Commission on March 8, 2004

Registration No. 333-113195

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1

to

Form F-10

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Creo Inc.

(Exact name of Registrant as specified in its charter)

Canada	3555	Not Applicable
(Province or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

3700 Gilmore Way

Burnaby, British Columbia V5G 4M1

(Address and telephone number of Registrant’s principal executive offices)

CT Corporation System

111 Eighth Avenue, 13th Floor

New York, New York 10011

(212) 894-8400

(Name, address (including zip code) and telephone number (including area code) of agent for service in the United States)

Copies to:

Paul Kacir, Esq.
Creo Inc.
3700 Gilmore Way
Burnaby, British Columbia
Canada V5G 4M1 John T. Gaffney, Esq.
Cravath, Swaine & Moore LLP
Worldwide Plaza
825 Eighth Avenue
New York, New York 10019-7475 Christopher J. Cummings, Esq.
Shearman & Sterling LLP
Commerce Court West
199 Bay Street, Suite 4405
Toronto, Ontario
Canada M5L 1E8

     Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement becomes effective.

British Columbia

(Principal jurisdiction regulating this offering)

      It is proposed that this filing shall become effective (check appropriate box)

A.   þ	upon filing with the Commission, pursuant to Rule 467(a) (if in connection with an offering being made contemporaneously in the United States and Canada).
B.   o	at some future date (check the appropriate box below).

1.    o	pursuant to Rule 467(b) on (                    ) at (                    ) (designate a time not sooner than 7 calendar days after filing).
2.    o	pursuant to Rule 467(b) on (                    ) at (                    ) (designate a time 7 calendar days or sooner after filing) because the securities regulatory authority in the review jurisdiction has issued a receipt or notification of clearance on                     .
3.    o	pursuant to Rule 467(b) as soon as practicable after notification of the Commission by the Registrant or the Canadian securities regulatory authority of the review jurisdiction that a receipt or notification of clearance has been issued with respect hereto.
4.    o	after the filing of the next amendment to this Form (if preliminary material is being filed).

      If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to the home jurisdiction’s shelf prospectus offering procedures, check the following box.     o

PART I

INFORMATION REQUIRED TO BE

DELIVERED TO OFFEREES OR PURCHASERS

I-1

PROSPECTUS

Creo Inc.

5,000,000 Common Shares

     We are offering 5,000,000 of our common shares (“Common Shares”). Our outstanding common shares are listed on the Toronto Stock Exchange (the “TSX”) under the symbol “CRE” and are also quoted on the Nasdaq National Market (“Nasdaq”) under the trading symbol “CREO”. The reported closing price of our common shares on March 5, 2004 on the TSX was $13.20 and on Nasdaq was U.S.$9.99.

Investing in our common shares involves risks which are described in the “Risk Factors” section beginning on page 7 of this prospectus.

     We are permitted to prepare this prospectus in accordance with Canadian disclosure requirements, which are different from those of the United States. We prepare our financial statements in accordance with Canadian generally accepted accounting practices, and they may be subject to Canadian auditing and auditor independence standards. They may not be comparable to financial statements of United States companies.

     Owning the Common Shares may subject you to tax consequences both in the United States and Canada. This prospectus may not describe these tax consequences fully. You should consult your own tax advisor with respect to your own particular circumstances.

     Your ability to enforce civil liabilities under United States federal securities laws may be affected adversely because we are incorporated under the federal laws of Canada, some or all of our officers and directors and some of the experts named in this prospectus are Canadian residents, and substantially all of our assets and the assets of those officers, directors and experts are located in Canada.

     Neither the Securities and Exchange Commission nor any state securities regulator has approved or disapproved these securities, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offence.

					Net Proceeds
	Price to the Public		Underwriters’ Fee		to Creo (1)
Per Common Share (2)	U.S.$	10.00	U.S.$	0.40	U.S.$	9.60
Total (2)	U.S.$	50,000,000	U.S.$	2,000,000	U.S.$	48,000,000

(1)	Before deducting the expenses of this offering, estimated to be U.S.$522,340, which will be paid out of our general funds.
(2)	The Common Shares are being offered in Canadian dollars and in U.S. dollars, based on the prevailing U.S.-Canadian dollar exchange rate as of March 1st, 2004, the date of the Underwriting Agreement referred to under “Plan of Distribution”. The Price to Public, Underwriters’ Fee and Net Proceeds to Creo are payable in the currency in which the Common Shares are sold.

     The underwriters are offering the Common Shares subject to various conditions. The underwriters expect to deliver the Common Shares to purchasers on or about March 15, 2004.

Lead Manager and Bookrunner

RBC Capital Markets

Harris Nesbitt Gerard TD Securities

Merrill Lynch & Co.

Dundee Securities Inc. Raymond James Ltd. (USA) Inc. Sprott Securities (U.S.A.) Limited

The date of this prospectus is March 8, 2004.

TABLE OF CONTENTS

Form of Underwriting Agreement

Consent of KPMG LLP

TABLE OF CONTENTS

	Page
ABOUT THIS PROSPECTUS		2
EXCHANGE RATE INFORMATION		3
DOCUMENTS INCORPORATED BY REFERENCE		3
SPECIAL NOTICE REGARDING FORWARD LOOKING STATEMENTS		4
THE COMPANY		5
OUR BUSINESS		5
RECENT DEVELOPMENTS		5
CAPITALIZATION		6
RISK FACTORS		7
USE OF PROCEEDS		10
DESCRIPTION OF OUR SHARE CAPITAL		10
DIVIDEND POLICY		11
PLAN OF DISTRIBUTION		12
CERTAIN INCOME TAX CONSIDERATIONS		14
OTHER MATERIAL FACTS		17
WHERE YOU CAN FIND MORE INFORMATION		17
ENFORCEMENT OF CIVIL LIABILITIES		18
LEGAL MATTERS		18
EXPERTS		18
AUDITORS, REGISTRAR AND TRANSFER AGENT		18
DOCUMENTS FILED AS PART OF THE REGISTRATION STATEMENT		18

ABOUT THIS PROSPECTUS

      Unless the context requires otherwise, “Creo”, “we”, “us” or “our” refer to Creo Inc. and its subsidiaries.

      Reference to “dollars”, or “$” are to Canadian dollars, and references to “U.S.$” are to United States dollars. All financial information included in this prospectus is determined using Canadian generally accepted accounting principles that are in effect from time to time, referred to as “Canadian GAAP”.

      You should only rely on the information contained or incorporated by reference in this prospectus. Neither we nor the Underwriters have authorized anyone to provide you with different or additional information and if anyone does so, you should not rely on it. You should assume that the information contained or incorporated by reference in this prospectus is accurate only as of its date. Our business, financial condition, results of operations and prospects may have changed since that date.

      Certain names used in this prospectus are our trademarks. This prospectus may also include references to trademarks, product names and company names of other companies.

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EXCHANGE RATE INFORMATION

      The following table sets out, for each period indicated: (i) the exchange rate at the end of the period; (ii) the high rate of exchange in effect during the period; (iii) the low rate in effect during the period; and (iv) the average exchange rates in effect for the period, such rates, in each case, based on the noon rates of exchange for conversion of one Canadian dollar to U.S. dollars as reported by the Bank of Canada. As of March 5, 2004 the exchange rate was $1.00 equals U.S.$0.7584.

							Three Months Ended
	Fiscal Year Ended September 30,						December 31,
	2001		2002		2003		2002		2003
Rate at end of period	$	0.6333	$	0.6306	$	0.7405	$	0.6331	$	0.7738
High for period	$	0.6695	$	0.6618	$	0.7495	$	0.6462	$	0.7738
Low for period	$	0.6332	$	0.6199	$	0.6273	$	0.6273	$	0.7418
Average rate for period	$	0.6515	$	0.6357	$	0.6830	$	0.6370	$	0.7599

DOCUMENTS INCORPORATED BY REFERENCE

      The following documents, filed with securities commissions or similar authorities in the provinces of Canada (the “Canadian Securities Authorities”), are specifically incorporated by reference into and form an integral part of this prospectus:

(a)	our Annual Information Form dated December 31, 2003 for the fiscal year ended September 30, 2003 (the “Annual Information Form”);
(b)	our audited consolidated balance sheets as at September 30, 2003 and 2002 and the consolidated statements of operations and retained earnings (deficit) and cash flows for each of the years in the three-year period ended September 30, 2003, including the notes thereto and the auditors’ report thereon, and management’s discussion and analysis, contained in our Annual Report for the year ended September 30, 2003 distributed to our shareholders;
(c)	our unaudited consolidated balance sheet as at December 31, 2003 and the consolidated statements of operations and deficit and cash flows for the three months ended December 31, 2003 and December 31, 2002, including the notes thereto and management’s discussion and analysis for such periods;
(d)	our Management Proxy Circular dated January 9, 2004 relating to the annual meeting of our shareholders held on February 18, 2004, excluding those portions which appear under the headings “Report on Executive Compensation”, “Performance Graph” and “Toronto Stock Exchange Corporate Governance Guidelines”, which are deemed not to be incorporated by reference in this prospectus;
(e)	our material change report dated November 3, 2003 and filed November 4, 2003 with respect to our receipt of an aggregate of U.S.$22.1 million, being the proceeds of the disposition of all of our shares in and the repayment of our outstanding loan to Printcafe Software, Inc.;
(f)	our material change report dated December 8, 2003 and filed December 9, 2003 with respect to the completion of our acquisition of a plate manufacturing facility in South Africa and confirming our guidance for the 2004 fiscal first quarter;
(g)	our material change report dated and filed January 9, 2004 with respect to our agreement with Xerox Corporation to re-sell Xerox’s mid-range and entry-level production color digital presses in the United States and Canada;
(h)	our material change report dated and filed February 17, 2004 with respect to our acquisition of a plate manufacturing facility located in Middleway, West Virginia, from Spectratech International, Inc.; and

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(i) our material change report dated and filed February 20, 2004 with respect to the proceedings at the annual meeting of our shareholders held on February 18, 2004, at which, among other things, the shareholders elected management’s nominees as directors and approved, subject to regulatory approval, the adoption of a 2004 Equity Award Plan.

      All documents of the type referred to above (excluding confidential material change reports) that we file with any of the Canadian Securities Authorities after the date of this prospectus and before the termination of the distribution under this prospectus are deemed to be incorporated by reference into this prospectus.

      Any statement contained in this prospectus or in a document incorporated or deemed to be incorporated by reference into this prospectus shall be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained herein, or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein, modifies or supersedes such prior statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus. The making of a modifying or a superseding statement shall not be deemed an admission for any purpose that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made.

SPECIAL NOTICE REGARDING FORWARD LOOKING STATEMENTS

      Some of the statements that we make in this prospectus (including the documents incorporated by reference into this prospectus) contain or may contain forward-looking statements that reflect our current expectations as contemplated under the Safe Harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. You are cautioned that these forward-looking statements involve risks and uncertainties. These include statements about management’s expectations, beliefs, intentions or strategies for the future, and are indicated by words such as “anticipates”, “intends”, “believes”, “estimates”, “forecasts”, “expects” or similar words. Forward-looking statements are not guarantees of future performance. They reflect our management’s current views with respect to future events. Some, but not all, of the important factors that could cause our actual results, performance or achievements to be materially different from those expressed or implied by these forward-looking statements are outlined elsewhere in this prospectus under the heading “Risk Factors”. Such factors include, but are not limited to:

• our ability to implement our proprietary thermal plate growth strategy;

• competition from other providers of digital prepress solutions;

• our dependence on a limited number of suppliers for raw materials and key components of our products;

• our ability to protect our intellectual property;

• our customers’ ability to pay down their credit accounts with us;

• general economic, political and military conditions in the countries in which we do business; and

• our ability to attract and retain highly skilled employees.

      These forward-looking statements are made as of the date of this prospectus, and we do not assume any obligation to update or revise them to reflect new events or circumstances. Other risks and uncertainties are identified and discussed from time to time in our filings with Canadian and United States regulatory authorities.

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THE COMPANY

      Creo Inc. was incorporated under the Canada Business Corporations Act on May 30, 1985.

      We carry on our business both directly and indirectly through 24 operating subsidiaries, all of which are wholly-owned, directly or indirectly, by us. Our operating subsidiaries are incorporated in various jurisdictions, including a number in North America, Europe and Asia, and in Israel, South Africa and Australia. In addition, for financing and investment purposes we have established a number of directly or indirectly wholly-owned non-operating subsidiaries. On page 1 of our Annual Information Form under paragraph 1.2, headed “Subsidiaries”, you will find a list of our subsidiaries as at December 31, 2003. The only change since that date has been the incorporation of Creo Manufacturing America LLC, in Wyoming, USA, in connection with our acquisition of certain assets of Spectratech International, Inc., described below under “Recent Developments”.

      Our principal office is located at 3700 Gilmore Way, Burnaby, British Columbia, Canada V5G 4M1 and our telephone number is (604) 451-2700.

OUR BUSINESS

      We are a leading developer, manufacturer and distributor of comprehensive digital solutions that automate the prepress phase of commercial printing, and we are the largest independent supplier of prepress systems. We manufacture more than 300 products, including: computer-to-plate and computer-to-film devices; printing plates; inkjet and halftone digital proofers; workflow management tools; color and copy dot scanners; desktop software; variable information workflow systems; and professional digital camera backs. Our computer-to-plate (“CTP”) technology transfers digitized text, graphic images and line artwork from desktop publishing computer systems directly onto printing plates, eliminating intensive, complex and costly preparatory steps required by the conventional prepress process. We are also an original equipment manufacturer of on-press imaging technology and components for digital offset presses. Our systems enable printers and trade shops to improve their ability to meet customer demands for tighter deadlines, better and more consistent color quality, shorter print runs and greater customization of print jobs, and allow the more profitable use of presses.

RECENT DEVELOPMENTS

      In September 2003 we announced a new strategic direction involving, among other things, the manufacture and sale of our own branded thermal plate — the “Creo Positive Thermal Plate (PTP)”. On December 5, 2003, in furtherance of this strategy, we completed the acquisition of the plate manufacturing facility of First Graphics (Pty.) Ltd. (“FGL”), based in South Africa, for an aggregate purchase price of approximately $11.6 million. FGL has a modern, recently installed plate manufacturing line that has been producing the Creo PTP plate for some time and employs approximately 150 people.

      On February 17, 2004 we completed the acquisition of a printing plate manufacturing facility in Middleway, West Virginia from Spectratech International, Inc. Under the terms of the transaction, Creo acquired certain assets of Spectratech for approximately U.S.$19.3 million. The assets acquired include Spectratech’s current plate business, land, manufacturing equipment, factory and storage facilities, and working capital consisting of inventory and accounts receivable valued at approximately U.S.$6.0 million. Creo will introduce two Creo negative thermal plates based on the acquired plate technology — Fortis^TM PN for the newspaper market and Mirus^TM PN for the commercial and packaging market. Creo will launch both the Fortis and Mirus plates in North America, Europe, the Middle East and Africa immediately and in other regions later this year.

      Creo PTP plates and the new Fortis and Mirus plates are being sold through our global direct sales force, and the Fortis and Mirus plates will also be sold through existing dealers and distributors.

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CAPITALIZATION

      The following table sets forth Creo’s capitalization as at December 31, 2003 (actual) and as at December 31, 2003 as adjusted to give effect to the issuance of the Common Shares offered hereby and the application of the estimated net proceeds therefrom. Dollar amounts are stated in thousands of U.S.$:

		December 31, 2003
Description		Actual			As Adjusted (4)
		(unaudited)
Cash		$	69,893		$	117,371
Current debt (1)		$	5,015		$	5,015
Long-term debt (2)			10,031			10,031
Shareholders’ equity
	Share capital (3)		698,398			745,876
	Contributed surplus		2,059			2,059
	Cumulative translation adjustment		21,413			21,413
	Deficit		(400,898	)		(400,898	)
Total shareholders’ equity			320,972			368,450
Total capitalization		$	336,018		$	383,496

(1)	Current debt consists of the current portion of the obligation to the Government of Israel’s Office of the Chief Scientist.
(2)	Long-term debt consists of the long-term portion of the obligation to the Government of Israel’s Office of the Chief Scientist. Creo Inc. and certain of its subsidiaries have a U.S.$40 million 364-day revolving credit facility (the “Credit Facility”) established with a Canadian chartered bank. Borrowings under the Credit Facility are secured by a charge over inventory and accounts receivable of Creo Inc. and Creo Americas, Inc. as well as mortgages over real estate of Creo Inc. located in British Columbia. As at December 31, 2003, there was no outstanding indebtedness under the Credit Facility. As at that date, after taking account of certain letters of credit then outstanding, U.S.$35.7 million was available to us under the Credit Facility.
(3)	Authorized share capital consists of an unlimited number of common shares and an unlimited number of preferred shares. At December 31, 2003 there were 49,996,486 common shares and no preferred shares outstanding (actual) and 54,996,486 common shares and no preferred shares outstanding, as adjusted to give effect to the offering.
(4)	Share capital and cash assumes the sale of 5,000,000 Common Shares at U.S.$10.00 per share, with net proceeds to Creo of U.S.$47,477,660.

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RISK FACTORS

      Our business is subject to significant risks and our past performance is no guarantee of future performance. Some of the risks we face are outlined below and should be considered by prospective purchasers of the Common Shares.

      Our new strategy of manufacturing and selling our proprietary thermal plates may not succeed. A significant element of our growth strategy is the introduction and growth of our proprietary thermal plate. We have made a significant investment in furtherance of this strategy. Our new product strategy may not proceed as planned and if we do not achieve growth of proprietary thermal plate sales, our financial condition and results of operations could be adversely affected. In addition, we will be relying on a combination of third party manufacturers and possibly our own manufacturing facilities to produce our plate. A production disruption or a quality control failure would adversely affect our customers and adversely affect our financial results. Distributing our plates to customers globally will require a sophisticated logistical infrastructure to ensure timely and efficient delivery. A failure to effectively manage plate delivery and support would cause us to lose customers and this would adversely affect our financial results.

      Our industry is undergoing significant changes as demand for digital prepress solutions matures which may lead to increased competition that could adversely affect our financial condition and operating results. As our industry matures, direct competition among providers of digital prepress solutions is likely to intensify, and this in turn is likely to result in price reductions including discounts from bundling equipment with consumables, reduced gross margins, longer sales cycles, and reduced market share, all of which would harm our business and operating results. In addition, successful new product introductions or enhancements by our competitors could reduce the sales or market acceptance of our products and services, initiate intense price competition or make our products obsolete.

      We are dependent on a limited number of suppliers for raw materials and key components of our products. If our supply of these raw materials and components is disrupted, we will be unable to make sales, and our financial condition and operating results will be adversely affected. Because there are a limited number of potential suppliers of certain raw materials and key components of our products, including components of our thermal imaging heads and ingredients for our emulsion technology, it may be difficult for us to find qualified suppliers or to replenish our inventories of these components on a timely basis, and this could cause our operating results and financial condition to suffer.

      Our products and some of the key components supplied to us by other companies incorporate complex imaging technology, software and hardware, which requires precise process controls and makes quality control more challenging. Despite rigorous testing, undetected errors or defects in our products or components may cause failures at any time. We may not be able to sell our products if they have reliability, quality, or compatibility problems. Moreover, errors, defects, or bugs can result in additional development costs, diversion of technical and other resources from our development efforts, warranty claims by our customers or others against us, or the loss of credibility with our current and prospective customers. If there is a successful product liability claim against us for an amount exceeding our insurance policy limits, we would be forced to use our own resources to pay the claim, which could materially and adversely affect our business and financial condition.

      Our intellectual property and proprietary technology is important to the continued success of our business. Our failure to protect or defend this proprietary technology may significantly impair our competitive position. Our success and ability to compete depend to a significant extent on our proprietary technology since that is how we attempt to prevent others from copying the innovations that are central to our present and future products. We currently rely on copyright and trademark laws, trade secrets, confidentiality procedures, contractual provisions and patents to protect our proprietary technology. We may have to engage in litigation to protect our patents and other intellectual property rights, or to determine the validity or scope of the proprietary rights claimed by others. This kind of litigation can be time-consuming and expensive, whether we win or lose. Because it is critical to our success that we are able to prevent competitors from copying our innovations, we intend to continue to seek patent and trade secret protection for our technologies. The process of seeking patent protection can be long and expensive and we cannot be certain that any currently pending or future applications will actually result in issued patents, or that, even if patents are issued, they will be of sufficient strength and scope to provide us with meaningful protection or commercial advantage. Further, others may

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develop technologies that are similar or superior to our technology or design around our patents. We also rely on trade secret protection for our technology, in part through confidentiality agreements with our employees, consultants and third parties. These agreements may be breached, and if they are, we may not have adequate remedies. In any case, others may come to know about our trade secrets in various ways. In addition, the laws of some countries in which we manufacture or sell our products may not protect our intellectual property rights to the same extent as the laws of Canada and the United States.

      Despite our efforts, our intellectual property rights, particularly our existing or future patents, may be invalidated, circumvented, challenged, rendered unenforceable or infringed or required to be licensed to others. Furthermore, others may develop technologies that are similar or superior to ours, duplicate or reverse engineer our technology or design around patents owned or licensed by us. If we fail to protect our technology so that others may use or copy it, we would be less able to differentiate our products and our revenues will decline.

      If an infringement claim is filed against us we may be prevented from using certain technologies and may incur significant costs to resolve the claim and to defend ourselves and our customers against infringement claims. Litigation could also adversely affect sales of the challenged product or technology and in the event of a claim of infringement we may be required to obtain one or more licenses from third parties. We cannot assure you that we or our customers could obtain any necessary licenses at a reasonable cost or at all. If we fail to obtain a license where one is required, we could incur substantial liabilities and be forced to suspend the marketing of the challenged products.

      We may provide significant levels of credit to our customers when we bundle sales of our products with our own plates and other media, allowing customers to pay for a portion of the equipment over time through higher media charges. If our customers are unable to repay us our financial results may be adversely affected. A deterioration in general economic conditions may result in an increase in customers who are unable to meet their obligations to us as they come due, and this may negatively impact our operating results.

      A substantial portion of our equipment sales are financed by leases entered into by the end users. Through arrangements with some lessors we bear certain economic risks associated with the leases. If a significant number of lessees are unable to meet their lease obligations or the sale of equipment under maturing leases reduces demand for our new equipment, our operating results and financial condition could be adversely affected. A substantial portion of our sales is subject to lease financing that is provided principally under leasing programs arranged with third-party leasing companies. Under these programs, we remain responsible for remarketing and refurbishing any equipment that is returned at the expiry of the lease or upon default of the customer. In the latter case, in addition, we are required to repurchase the lease receivables from the leasing company, subject to the limits specified in the leasing programs. If the lessees default on their obligations we may not be able to recover the outstanding amounts owed. Moreover, the remarketing of used equipment as a result of a customer default or lease expiry may reduce the demand for our products and compete with the sale of new products, resulting in reduced revenues and gross margins. We are also required to comply with contractual covenants, including financial covenants, under our leasing programs with third party leasing companies. If we fail to meet these obligations, this could result in a curtailment or discontinuance of further customer lease financing or a requirement for us to repurchase existing leases from the third party lease financiers. If any of these developments should occur, they would have a negative impact on our operating results and financial condition.

      We have business locations in several foreign countries and our business is affected by economic and political conditions in those countries. Any instability or outbreak of hostilities in a region where a part of our operations is located may adversely affect our operations. We have significant research and development, engineering and manufacturing operations, and some administrative operations located in Canada, the United States and Israel, and have significant sales and administrative operations in Europe, Japan, the United States and the Asia-Pacific Region. Our business is therefore affected by economic, political and military conditions in those regions. In addition, these operations are heavily dependent upon shipment of components and products among our operations. Our operations could be adversely affected if major hostilities occur in these or any other regions in which we have significant operations or if trade or the movement of components or products were to be curtailed or interrupted.

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      We must continue to expand our market share among smaller commercial printers to enable revenue growth. Our computer-to-plate solutions have thus far been adopted principally by mid-sized to large commercial printers. While we have had increasing success in persuading smaller printers to adopt our solutions, we can offer no assurance that we will continue to do so.

      Our inability to introduce new products could adversely affect us, and new technologies could reduce the demand for our products. Due to evolving industry standards, frequent new product introductions and enhancements, and changing customer demands in our market, our future success will depend on our ability to invest significantly in research and development, to develop, introduce, and support new products and enhancements on a timely basis and to gain market acceptance of our products. We and a number of other companies are currently working with press manufacturers to develop products that use next-generation digital offset printing technology as a digital prepress solution. Although we expect that various digital prepress technologies, including computer-to-plate technology, will co-exist for the foreseeable future, digital offset printing products could in time replace or provide lower-cost alternatives to our existing computer-to-plate solutions, causing them to become obsolete. In addition, recent innovations in xerography and inkjet technology could make these technologies a more economic alternative to offset printing for short print runs. We primarily fund our research and development with our own working capital generated from operations. If we were unable to fund our research and development at levels sufficient to develop our products and technology, it would be difficult for us to remain competitive.

      Our ability to maintain our competitive position depends to a significant extent on the efforts and abilities of our senior management and our ability to attract highly skilled employees. Our senior management, particularly Amos Michelson, our chief executive officer, Dan Gelbart, our chief technology officer, Judi Hess, our president and Mark Dance, our chief financial officer and chief operating officer, possesses significant managerial, technical and other expertise in our industry. Their expertise would be difficult to replace, and if we lose the services of one or more of our executive officers, or if one or more of them decide to join a competitor or otherwise compete directly or indirectly with us, our business would be seriously harmed. In addition, our ability to develop, market, and sell our products and services and to maintain our competitive position depends on our ability to attract, retain, and motivate highly skilled technical, sales and marketing and other personnel. If we fail to recruit or retain these personnel, our ability to develop new products and provide service could suffer.

      We are subject to a variety of environmental, health and safety laws and regulations. Our operations are subject to numerous federal, state, provincial, local and foreign environmental, health and safety laws and regulations, including those that pertain to the handling, treatment, and disposal of hazardous and toxic materials and the discharge of pollutants into the air, soil and water. As an owner and operator of real property and a generator of hazardous waste, we may also be subject to liability for the remediation of contamination. Liability under some laws relating to contaminated sites can be imposed retroactively and without regard to fault, and one responsible party can be held liable for the entire cost of a cleanup. Thus, we could incur substantial costs, including cleanup costs, fines and civil or criminal sanctions, and third-party property damage or personal injury claims, as a result of violations of or liabilities under environmental laws and regulations.

      Our U.S. plate manufacturing facility is located on lands that have historically been used for industrial purposes and, although we have conducted environmental site assessments, we cannot rule out the existence of unknown or undiscovered contamination. Any contamination that may be discovered at any of our sites, or contamination caused by our current operations, may require remediation. Such remediation may be costly to develop and implement, and could adversely affect our business, financial condition or results of operations.

      We are also required to maintain and operate in compliance with a variety of environmental permits. These permits allow us to introduce certain materials into the environment in accordance with specified terms and conditions. Although we are in material compliance with our permits, we cannot assure you that the allowable limits in these permits will not change over time or that significant investment will not be required to meet such future requirements.

      Other developments, such as more stringent future requirements under environmental, health and safety laws and regulations or increasingly strict enforcement of such laws and regulations by governmental authorities, may

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also result in the need for significant expenditures, which could have an adverse effect on our business, financial condition or results of operations.

      A portion of our sales are bundled with products produced by third-party manufacturers. We also sell products to a variety of original equipment manufacturers, in particular relating to our print-on-demand systems, that resell our products in bundled configurations. If our relationships with those manufacturers deteriorate, we may lose market share and our development capability may be adversely affected. Any deterioration in the price or performance of the products of those suppliers would adversely affect us and cause our revenues from these arrangements to decline.

      We are subject to currency fluctuations, which could adversely affect our financial results. We distribute our products globally and our sales prices are denominated and paid in local currencies. Our manufacturing costs are incurred primarily in Canadian dollars, Israeli shekels and U.S. dollars and an appreciation of these currencies against those in which our sales are denominated will adversely affect our operating results.

USE OF PROCEEDS

      We will receive net proceeds of $63,572,000 from the sale of the Common Shares, after deducting the fees of $2,678,000 payable to the Underwriters and the estimated expenses of this offering of $700,000, which will be paid out of our general funds. We intend to use these proceeds for general corporate and working capital purposes to support the execution of our digital media strategy and the capitalization and integration of our recent acquisitions as described under “Recent Developments”, financing investment opportunities and for additions to our property, plant and equipment including adding new manufacturing capacity for plates and hardware and expanding capacity at existing plants.

DESCRIPTION OF OUR SHARE CAPITAL

      We are authorized to issue an unlimited number of common shares without par value and an unlimited number of preferred shares without par value. Each common share carries one vote on all matters to be voted on by shareholders. There are no limitations on the rights of non-resident or foreign owners of our common shares to hold or vote their shares. After satisfying any preferences conferred on the holders of any outstanding preferred shares, the holders of common shares are entitled to share ratably in any dividends declared by our board of directors, and in all assets remaining after our liabilities have been discharged, if we are liquidated, dissolved or wound up.

      Our board of directors is authorized, without further action by our shareholders, to issue preferred shares in one or more series. The preferred shares as a class are entitled to priority over the common shares if our board of directors decides to pay any dividends or if we are dissolved, liquidated or wound up and capital is returned to our shareholders.

      Our board of directors has broad discretion to determine the rights to be attached to any series of preferred shares. For example, it can decide the number of shares in the series, whether they are to have voting rights, what dividends they are to receive and whether those dividends are to be cumulative, and whether the shares are to be convertible into or exchangeable for other securities and, if so, what the conversion terms will be.

      As at January 31, 2004, 50,032,786 of our common shares were outstanding, together with options to purchase an additional 9,093,391 common shares. At that date 5,729,989 of the outstanding options had vested. No preferred shares have been issued or are outstanding.

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DIVIDEND POLICY

      We have never declared or paid any cash dividends on our outstanding shares. We currently expect to retain any future earnings for the development and expansion of our business and therefore do not currently expect to pay cash dividends in the foreseeable future. Determinations to pay dividends in the future and the amounts thereof will be made by our board of directors and will depend on future earnings, capital requirements, financial condition and other relevant factors.

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PLAN OF DISTRIBUTION

      The Common Shares are being offered in Canada by RBC Dominion Securities Inc., BMO Nesbitt Burns Inc., TD Securities Inc., Merrill Lynch Canada Inc., Dundee Securities Corporation, Raymond James Ltd. and Sprott Securities Inc. (together, the “Underwriters”) and in the United States by broker-dealer affiliates of certain of the Underwriters named above. Under an agreement dated March 1st, 2004 (the “Underwriting Agreement”) among Creo Inc. and the Underwriters, Creo Inc. has agreed to sell and the Underwriters have agreed to purchase the Common Shares, subject to compliance with all necessary legal requirements and the terms and conditions of the Underwriting Agreement, on March 15, 2004 or such later date as Creo Inc. and the Underwriters may agree (the “Closing Date”) but in any event not later than April 19, 2004. The Common Shares are being sold at a price of $13.39 per Common Share or U.S.$10.00 per Common Share (the “Offering Price”), for aggregate consideration of $66,950,000 or U.S.$50,000,000, payable in cash against delivery of the share certificates for the Common Shares. The Underwriters propose to offer the Common Shares initially at the public offering price on the cover page of this prospectus. After the Underwriters have made a reasonable effort to sell all of the Common Shares offered by this prospectus at the price specified herein, the offering price may be decreased, and further changed from time to time, and the compensation realized by the Underwriters will accordingly also be reduced.

      The Underwriting Agreement provides for payment by Creo Inc. to the Underwriters of a fee of $0.54 per Common Share or U.S.$0.40 per Common Share, for an aggregate fee of $2,678,000 or U.S.$2,000,000, for various services rendered to Creo Inc. in connection with this offering. The Offering Price of the Common Shares was determined by negotiation between Creo Inc. and the Underwriters.

      The Offering Price and Underwriters’ Fee are payable in the currency in which the Common Shares are sold.

      The obligations of the Underwriters under the Underwriting Agreement are conditional and may be terminated at their discretion upon the occurrence of certain stated events. The Underwriting Agreement also provides that the obligations of the Underwriters to pay for and accept delivery of the Common Shares are subject to the approval of certain legal matters by their counsel and to certain other conditions. The Underwriters are, however, obligated, to take up and pay for all of the Common Shares if any of the Common Shares are purchased under the Underwriting Agreement. The Underwriting Agreement also provides that Creo Inc. will indemnify the Underwriters and their directors, officers, employees and agents against certain liabilities and expenses or will contribute to payments that the Underwriters may be required to make in respect thereof.

      The offering of the Common Shares is being made concurrently in all the provinces of Canada and in the United States pursuant to the multijurisdictional disclosure system. Subject to applicable law, the Underwriters may offer the Common Shares outside the United States and Canada. Broker-dealer affiliates of certain of the Underwriters named above may sell the Common Shares in the United States, Canada or elsewhere, as the case may be, in each case pursuant to applicable law.

      Pursuant to policy statements of the Ontario Securities Commission and the Commission des valeurs mobilières du Québec, the Underwriters may not, throughout the period of distribution under this prospectus, bid for or purchase our common shares. The foregoing restriction is subject to certain exceptions, as long as the bid or purchase is not engaged in for the purpose of creating actual or apparent active trading in or raising the price of such securities. These exceptions include a bid or purchase permitted under the by-laws and rules of the TSX relating to market stabilization and passive market-making activities and a bid or purchase made for and on behalf of a customer where the order was not solicited during the period of distribution. Subject to the foregoing and to applicable law, the Underwriters may over-allot or effect transactions in connection with this offering that stabilize or maintain the market price of our common shares at levels above that which might otherwise prevail in the open market. Such transactions, if commenced, may be discontinued at any time.

      In order to facilitate the offering of Common Shares in the United States, the Underwriters may engage in transactions that stabilize, maintain or otherwise affect the price of our common shares. Specifically, the Underwriters may over-allot in connection with this offering, creating a short position in our common shares for their own account. In addition, to cover over-allotments or to stabilize the price of our common shares, the Underwriters may bid for, and purchase, our common shares in the open market. Finally, the underwriting

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syndicate may reclaim selling concessions allowed to an Underwriter or a dealer for distributing the Common Shares in this offering, if the syndicate repurchases previously distributed Common Shares in transactions to cover syndicate short positions, in stabilization transactions or otherwise. Any of these activities may stabilize or maintain the market price of our common shares above independent market levels. The Underwriters are not required to engage in these activities and may end any of these activities at any time.

      We have agreed that, without the prior written consent of RBC Dominion Securities Inc. on behalf of the Underwriters (such consent not to be unreasonably withheld), we will not, during the period ending on the earlier of the termination of the Underwriting Agreement or 90 days after the closing of this offering (a) offer, pledge, sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any of our common shares or any securities convertible into or exercisable or exchangeable for our common shares, or (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such common shares or such other securities, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of our common shares or such other securities, in cash or otherwise. The foregoing sentence will not apply to the sale of any of our common shares pursuant to the Underwriting Agreement, our stock option plan or any other employee or director equity compensation plans.

      The Canadian chartered bank affiliate of RBC Dominion Securities Inc. (the “Bank”) has established a U.S.$40 million 364-day revolving credit facility (the “Credit Facility”) in favour of Creo Inc. and certain of its subsidiaries. Accordingly, under applicable securities laws, Creo Inc. may be considered a “connected issuer” of RBC Dominion Securities Inc. in connection with this offering. Borrowings under the Credit Facility are secured by a charge over inventory and accounts receivable of Creo Inc. and Creo Americas, Inc. as well as mortgages over real estate of Creo Inc. located in British Columbia. As at December 31, 2003, although there was no outstanding indebtedness under the Credit Facility, the amount of permissible borrowings under it as at that date was, in accordance with its terms, reduced by U.S.$4.3 million, being the aggregate of certain letters of credit then outstanding. Creo is in compliance with its obligations to the Bank under the Credit Facility. In January 2003, however, Creo notified the Bank of a breach of a covenant of the Credit Facility establishing a limit for certain types of obligations. The breach resulted primarily from the write-down in the value of certain intangible assets, which inadvertently reduced the limit originally established for these obligations. The Bank waived the breach and the Credit Facility was subsequently amended to permit such obligations to be incurred. The decision of RBC Dominion Securities Inc. to underwrite this offering was made independently of the Bank.

      We have applied to have the Common Shares distributed under this prospectus included for quotation on Nasdaq. Listing will be subject to our fulfilling all of the respective listing requirements of Nasdaq. The TSX has conditionally approved the listing of the Common Shares distributed under this prospectus. Listing is subject to Creo fulfilling all of the requirements of the TSX on or before May 31, 2004.

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CERTAIN INCOME TAX CONSIDERATIONS

Certain Canadian Federal Income Tax Information for United States Residents

      The following summarizes the principal Canadian federal income tax considerations generally applicable to the holding and disposition of Common Shares acquired pursuant to this offering by a holder (a) who, for the purposes of the Income Tax Act (Canada) (the “Tax Act”), is not resident in Canada, deals at arm’s length and is not affiliated with Creo, holds the Common Shares as capital property and does not use or hold the Common Shares in the course of carrying on, or otherwise in connection with, a business in Canada, and (b) who, for the purposes of the Canada-United States Income Tax Convention (the “Treaty”), is a resident of the United States, has never been a resident of Canada, has not held or used (and does not hold or use) the Common Shares in connection with a permanent establishment or fixed base in Canada, and who otherwise qualifies for the full benefits of the Treaty. The Common Shares will generally be considered to be capital property of a holder unless such shares are held in the course of carrying on a business, or in an adventure or concern in the nature of trade. Holders who meet all such criteria in clauses (a) and (b) are referred to herein as a “U.S. Holder” or “U.S. Holders”, and this summary only addresses such U.S. Holders. The summary does not deal with special situations, such as particular circumstances of traders or dealers, limited liability companies, tax-exempt entities, insurers, financial institutions (including those to which the mark-to-market provisions of the Tax Act apply), or otherwise.

      This summary is based on the current provisions of the Tax Act and the regulations thereunder, all proposed amendments to the Tax Act and regulations (the “Proposed Amendments”) publicly announced by the Minister of Finance (Canada) to the date hereof, the current provisions of the Treaty and the current administrative practices of the Canada Customs and Revenue Agency. It has been assumed that the Proposed Amendments will be enacted as proposed. However, no assurances can be given that the Proposed Amendments will be enacted as proposed, or at all. This summary does not otherwise take into account or anticipate changes in law or administrative or assessing practice whether by legislative, regulatory, administrative or judicial action nor does it take into account tax legislation or considerations of any other province, territory or foreign jurisdiction, which may differ significantly from those discussed herein.

      This summary is not exhaustive of all possible Canadian income tax consequences. It is not intended as legal or tax advice to any particular holder of Common Shares and should not be so construed. The tax consequences to any particular holder of Common Shares will vary according to the status of that holder as an individual, trust, corporation or member of a partnership, the jurisdictions in which that holder is subject to taxation and, generally, according to that holder’s particular circumstances. Each holder should consult the holder’s own tax advisor with respect to the income tax consequences applicable to the holder’s own particular circumstances.

Dividends

      Dividends paid or credited or deemed to be paid or credited on the Common Shares to a U.S. Holder are subject to Canadian withholding tax. Under the Treaty, the rate of withholding tax on dividends paid or credited to a U.S. Holder who is the beneficial owner of the dividends and is entitled to the benefits of the Treaty is generally limited to 15% of the gross amount of the dividend (or 5% in the case of a corporate shareholder who is the beneficial owner of the dividends, is entitled to the benefits of the Treaty and owns at least 10% of our voting shares).

Dispositions

      A U.S. Holder is generally not subject to tax under the Tax Act in respect of a capital gain realized on the disposition of a common share unless the share is “taxable Canadian property” to the holder thereof, and even then only if the U.S. Holder is not entitled to relief under the Treaty.

      Generally, a Common Share will not be taxable Canadian property to a U.S. Holder at a particular time provided that (1) at any time during the 60 month period ending at that time, the U.S. Holder or persons with whom the U.S. Holder did not deal at arm’s length (or the U.S. Holder together with all such persons) have not

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owned 25% or more of our issued shares of any class or series and (2) the Common Shares are listed on a prescribed stock exchange (which includes the TSX and Nasdaq). In the case of a U.S. Holder for whom the Common Shares are taxable Canadian property, no tax under the Tax Act will be payable on a capital gain realized on a disposition of such shares by reason of the Treaty unless the value of such shares is derived principally from real property situated in Canada. We believe that the value of our Common Shares is not derived principally from real property situated in Canada.

Certain United States Federal Income Tax Considerations

      The following is a discussion of the material U.S. federal income tax consequences to U.S. holders (as defined below) of the purchase, ownership and disposition of common shares. The discussion is based on the Internal Revenue Code of 1986, as amended (the “Code”), U.S. Treasury regulations, judicial authorities, published positions of the Internal Revenue Service (the “IRS”) and other applicable authorities, all as in effect on the date hereof and all of which are subject to change, possibly with retroactive effect. The discussion only addresses holders who hold the common shares as capital assets. This discussion does not address all the tax consequences that might be relevant to holders in light of their particular circumstances such as:

• certain financial institutions;

• insurance companies;

• dealers in securities or foreign currencies;

• persons who hold the common shares as part of a straddle, hedge, conversion transaction or other integrated investment;

• U.S. holders (as defined below) whose functional currency is not the U.S. dollar;

• persons who own 10% or more of our voting stock;

• persons subject to the alternative minimum tax; or

• tax-exempt organizations.

      If a partnership holds the common shares, the tax treatment of a partner in the partnership will depend on the status of the partner and the activities of the partnership. If you are a partner in a partnership holding the common shares, you are urged to consult your tax advisor.

      Prospective investors are urged to consult their own tax advisors regarding the U.S. federal income tax consequences of the acquisition, ownership and disposition of the common shares in their particular circumstances as well as any state, local and non-U.S. tax consequences.

      The following discussion applies to you only if you are a “U.S. holder”. For purposes of this discussion, a U.S. holder is a beneficial owner of the common shares that is for U.S. federal income tax purposes:

• an individual U.S. citizen or resident alien;

• a corporation, or other entity taxable as a corporation for U.S. federal income tax purposes, created or organized under the laws of the United States or any political subdivision thereof;

• an estate the income of which is subject to U.S. federal income taxation regardless of its source; or

• a trust if (i) it is subject to the primary supervision of a U.S. court and one or more U.S. persons have the authority to control all substantial decisions of the trust or (ii) it has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person.

Distributions on Common Shares

      Distributions on our common shares paid (before reduction for Canadian withholding taxes) out of our current or accumulated earnings and profits, as determined for U.S. federal income tax purposes, will be dividends and will be includible in your ordinary income when received. Dividends received by a non-corporate

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taxpayer, including an individual, during taxable years before 2009 will be taxed at a maximum rate of 15%, provided the taxpayer has held the stock for more than 60 days during the 120-day period beginning 60 days before the ex-dividend date and certain other conditions are satisfied. Dividends received from a foreign corporation generally will qualify for this reduced tax rate if the corporation is eligible for the benefits of an income tax treaty with the United States that includes an exchange of information provision and that the U.S. Treasury Department has determined to be satisfactory for purposes of the qualified dividend provisions of the Code. The U.S. Treasury Department recently issued a notice determining that the Treaty is satisfactory for such purposes. We believe that we are eligible for the benefits of the Treaty and that any dividends that we pay should qualify for the 15% maximum tax rate. Dividends received by a non-corporate taxpayer for taxable years after 2008 will be subject to tax at ordinary income rates. Dividends on our common shares will not be eligible for the dividends-received deduction generally allowed to U.S. corporations.

      The amount of any dividend paid in Canadian dollars will equal the U.S. dollar value of the Canadian dollars received calculated by reference to the exchange rate in effect on the date the dividend is received by you regardless of whether the Canadian dollars are converted into U.S. dollars. If the Canadian dollars received as a dividend are not converted into U.S. dollars on the date of receipt, you will have a basis in the Canadian dollars equal to their U.S. dollar value on the date of receipt. Any gain or loss realized on a subsequent conversion or other disposition of the Canadian dollars will be treated as ordinary income or loss, and generally will be income or loss from sources within the United States for U.S. foreign tax credit purposes.

      You may be entitled to deduct, or claim a U.S. foreign tax credit for, Canadian taxes that are withheld on dividends received by you, subject to applicable limitations in the Code. Dividends will be income from sources outside the United States and generally will be “passive income” or “financial services income” for purposes of computing the U.S. foreign tax credit allowable to you as a U.S. holder. The rules governing the U.S. foreign tax credit are complex, and additional limitations on the credit apply to non-corporate taxpayers receiving dividends from foreign corporations if the dividends are eligible for the 15% maximum tax rate on dividends described above. Investors are urged to consult their tax advisors regarding the availability of the U.S. foreign tax credit under their particular circumstances.

      To the extent that the amount of any distribution exceeds our current and accumulated earnings and profits for a taxable year, the distribution will first be treated as a tax-free return of capital to the extent of your basis, and any excess will be treated as capital gain. Such an excess distribution would not give rise to income from sources outside the United States.

Disposition of Common Shares

      For U.S. federal income tax purposes, you will recognize taxable gain or loss on any sale or other disposition of a common share in an amount equal to the difference between the U.S. dollar value of the amount realized for the common share and your tax basis (determined in U.S. dollars) in the common share. Such gain or loss will be a capital gain or loss. Capital gains of non-corporate taxpayers, including individuals, derived with respect to capital assets held for more than one year are eligible for reduced rates of taxation. The deductibility of capital losses is subject to limitations. Such gain or loss will be income or loss from sources within the United States for U.S. foreign tax credit limitation purposes.

Information Reporting and Backup Withholding

      In general, information reporting will apply to dividends on our common shares and the proceeds of the sale or other disposition of the common shares unless you are an exempt recipient, such as a corporation. Backup withholding will apply to those payments if you fail to provide your taxpayer identification number and comply with certain certification procedures or otherwise fail to establish an exemption from backup withholding. If backup withholding applies, the relevant intermediary must withhold tax on those payments at a rate of 28% for taxable years before 2011 and a rate of 31% for subsequent taxable years. Any amount withheld under the backup withholding rules will be allowed as a refund or credit against your U.S. federal income tax liability, provided the required information is furnished to the IRS in a timely manner.

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Passive Foreign Investment Company Rules

      We do not believe that we are, for U.S. federal income tax purposes, a passive foreign investment company, and we expect to continue our operations in such a manner that we will not be a passive foreign investment company. If, however, we are or become a passive foreign investment company, you could be subject to certain additional U.S. federal income tax liabilities.

OTHER MATERIAL FACTS

      In May 2000, Agfa Corporation (“Agfa”) brought suit in the U.S. District of Massachusetts alleging that our CTP systems with multicassette autoloaders infringe several Agfa patents. We denied infringement and asserted that Agfa’s patents are invalid, not infringed and unenforceable due to acts of inequitable conduct committed by Agfa before the U.S. Patent and Trademark Office. In November and December 2003, the district court conducted a bench trial on the issue of Agfa’s inequitable conduct but no decision has yet been made. It is not possible to predict the final outcome of these legal proceedings. If we are unsuccessful in resolving these proceedings, our operations could be disrupted and our revenues, cash flow and profitability could be materially affected. See “Risk Factors”.

      On February 24, 2004, judgment was entered in the Middlesex Superior Court of Massachusetts in the amount of U.S.$212,095 against a customer of a predecessor of Creo Americas, Inc. and U.S.$990,000 plus costs and attorney fees against Creo Americas, Inc. on a counterclaim by the customer. We will be appealing the decision.

WHERE YOU CAN FIND MORE INFORMATION

      We have filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statement on Form F-10 under the U.S. Securities Act of 1933, as amended (the “Securities Act”), relating to the Common Shares offered by this prospectus. This prospectus, which forms part of the registration statement, does not contain all the information included in the registration statement. Some information is omitted and you should refer to the registration statement and its exhibits.

      You may review a copy of the registration statement, including exhibits and documents filed with it, as well as any reports, statements or other information we file in the future with the Commission at the Commission’s public reference facilities in Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549. You may also obtain copies of these materials from the Public Reference Section of the Commission, Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. You may call the Commission at 1-800-SEC-0330 for further information on the public reference rooms. These filings are also electronically available from the Commission’s Electronic Document Gathering and Retrieval System (http://www.sec.gov), which is commonly known by the acronym “EDGAR”, as well as from commercial document retrieval services.

      We are required to file reports under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), and other information with the Commission. Under a multijurisdictional disclosure system adopted by the United States, such reports and other information may be prepared in accordance with the disclosure requirements of Canada, which requirements are different from those of the United States. In addition, we are subject to the filing requirements prescribed by the securities legislation of all Canadian provinces or territories. You are invited to read and copy any reports, statements or other information that we file with the Canadian provincial securities commissions or other similar regulatory authorities at their respective public reference rooms. These filings are also electronically available from the Canadian System for Electronic Document Analysis and Retrieval (http://www.sedar.com), which is commonly known by the acronym “SEDAR”. SEDAR is the Canadian equivalent of the Commission’s EDGAR system. Reports and other information about us should also be available for inspection at the offices of the TSX and the Nasdaq.

      As a “foreign private issuer” under the Exchange Act, we intend to provide to our shareholders proxy statements and annual reports prepared in accordance with applicable Canadian law. Our annual reports will be

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available within 140 days of the end of each fiscal year and will contain our audited consolidated financial statements. We will also make available quarterly reports containing unaudited summary consolidated financial information for each of the first three fiscal quarters. We intend to prepare these financial statements in accordance with Canadian GAAP and to include a reconciliation to U.S. GAAP in the notes to the annual consolidated financial statements. We are exempt from provisions of the Exchange Act which require us to provide proxy statements in prescribed form to shareholders and which relate to short swing profit reporting and liability.

ENFORCEMENT OF CIVIL LIABILITIES

      Creo is a Canadian corporation, and the majority of its assets and operations are located, and the majority of its revenues are derived, outside the United States. In addition, certain of the directors and officers of Creo are residents of Canada or other jurisdictions outside of the United States, and all or a substantial portion of the assets of those directors and officers are or may be located outside the United States. As a result, it may not be possible for investors to effect service of process within the United States upon those persons, or to enforce against them judgments obtained in United States courts, including judgments predicated upon the civil liability provisions of United States federal and state securities laws.

LEGAL MATTERS

      Certain legal matters in connection with this offering will be passed upon on our behalf by Getz Prince Wells, Vancouver, British Columbia with respect to matters of Canadian law other than tax matters and Thorsteinssons LLP, Vancouver, British Columbia with respect to matters of Canadian tax law and by Cravath, Swaine & Moore LLP, New York, New York with respect to matters of United States law, and on behalf of the Underwriters by Osler, Hoskin & Harcourt LLP, Toronto, Ontario, with respect to matters of Canadian law and Shearman & Sterling LLP, Toronto, Ontario, with respect to matters of United States law. The partners and associates as a group of each of Getz Prince Wells, Thorsteinssons LLP and Osler, Hoskin & Harcourt LLP beneficially own, directly or indirectly, less than one percent of our outstanding common shares.

EXPERTS

      KPMG LLP, independent chartered accountants, have audited our consolidated financial statements as at September 30, 2003 and 2002, and for each of the years in the three-year period ended September 30, 2003 as set forth in their report, which is incorporated by reference in this prospectus and elsewhere in the registration statement. Our consolidated financial statements are incorporated by reference herein in reliance on KPMG LLP’s report, and upon the authority of KPMG LLP as experts in accounting and auditing.

AUDITORS, REGISTRAR AND TRANSFER AGENT

      Our auditors are KPMG LLP, 777 Dunsmuir Street, PO Box 10426, Vancouver, British Columbia, Canada, V7Y 1K3.

      The registrar and transfer agent for our common shares in Canada is Computershare Trust Company of Canada at its principal offices in Toronto, Ontario and Vancouver, British Columbia, and in the United States is Computershare Trust Company, Inc., at its principal office in New York, New York.

DOCUMENTS FILED AS PART OF THE REGISTRATION STATEMENT

      The following documents have been filed with the Commission as part of the registration statement of which this prospectus forms a part: the documents referred to under “Documents Incorporated by Reference”; the underwriting agreement; the consent of KPMG LLP; and the powers of attorney pursuant to which amendments to the registration statement may be signed.

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PART II

INFORMATION NOT REQUIRED TO BE

DELIVERED TO OFFEREES OR PURCHASERS

Indemnification

      Under the Canada Business Corporations Act, we may indemnify a present or former director or officer or a person who acts or acted at our request as a director or officer, or a person acting in a similar capacity of another entity, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by him in respect of any civil, criminal, administrative, investigative or other proceeding to which he is made a party by reason of his association with Creo or the other entity if he acted honestly and in good faith with a view to the best interests of Creo, or, as the case may be, to the best interests of the other entity for which the individual acted as director or officer or in a similar capacity at Creo’s request and, in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, had reasonable grounds for believing that his conduct was lawful. Such indemnification may be made in connection with a derivative action only with court approval.

      Creo’s by-laws provide that a director or officer, a former director or officer, or a person who acts or acted at the Creo’s request as a director or officer of another corporation of which Creo is or was a shareholder or creditor and the heirs and legal representatives of any such person are entitled to be indemnified against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by him in respect of any civil, criminal or administrative action or proceeding to which he is made a party by reason of being or having been a director or officer of such body if (a) he acted honestly and in good faith with a view to the best interests of the corporation, (b) in the case of a criminal action or administrative action or proceeding that is enforced by monetary penalty, he had reasonable grounds for believing that his conduct was lawful and (c) he was not judged by the court or other competent authority to have committed any fault or omitted to do anything that he ought to have done.

      Creo maintains directors’ and officers’ civil liability insurance with an aggregate policy limit of U.S.$50,000,000 per policy year. Under this insurance coverage, Creo would be reimbursed for indemnity payments made on behalf of its directors and officers, subject to a deductible of U.S.$250,000 for all claims other than securities claims, in which case the deductible is U.S.$500,000. Individual directors and officers would also be reimbursed for losses arising during the performance of their duties for which they are not indemnified by Creo.

      Insofar as indemnification for liabilities under the Securities Act may be permitted to directors, officers or persons controlling Creo pursuant to the foregoing provisions, Creo has been informed that in the opinion of the Commission such indemnification is against public policy in the United States as expressed in the Securities Act and is therefore unenforceable.

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Exhibits

      The following exhibits have been filed as part of this Amendment to the Registration Statement on Form F-10.

Exhibit
Number			Description
	3	.1	Form of Underwriting Agreement.
	4	.1	The Annual Information Form of the Registrant dated December 31, 2003 for the fiscal year ended September 30, 2003 (incorporated by reference to the Annual Report on Form 40-F filed on February 24, 2004).
	4	.2	The audited consolidated balance sheets of the Registrant as at September 30, 2003 and 2002 and the consolidated statements of operations and retained earnings (deficit) and cash flows for each of the years in the three-year period ended September 30, 2003, including the notes thereto and the auditors’ report thereon, and management’s discussion and analysis, contained in the Annual Report of the Registrant for the year ended September 30, 2003 distributed to shareholders (incorporated by reference to the Current Report on Form 6-K filed on January 20, 2004).
	4	.3	The unaudited consolidated balance sheet of the Registrant as at December 31, 2003 and the consolidated statements of operations and deficit and cash flows for the three months ended December 31, 2003 and December 31, 2002, including the notes thereto and management’s discussion and analysis for such periods (incorporated by reference to the Current Report on Form 6-K filed on February 4, 2004).
	4	.4	The Management Proxy Circular dated January 19, 2004 relating to the annual meeting of shareholders of the Registrant held on February 18, 2004, excluding those portions which appear under the headings “Report on Executive Compensation”, “Performance Graph” and “Toronto Stock Exchange Corporate Governance Guidelines” (incorporated by reference to the Current Report on Form 6-K filed on January 20, 2003).
	4	.5	The material change report of the Registrant dated November 3, 2003 and filed November 4, 2003 with respect to the receipt of U.S.$22.1 million, being the proceeds of the disposition of all of the shares in and the repayment of the outstanding loan to Printcafe Software, Inc. (included in the initial Registration Statement on Form F-10).
	4	.6	The material change report of the Registrant dated December 8, 2003 and filed December 9, 2003 with respect to the completion of the acquisition of a plate manufacturing facility in South Africa and confirming guidance for the 2004 fiscal first quarter (incorporated by reference to the Current Report on Form 6-K filed on December 9, 2003).
	4	.7	The material change report of the Registrant dated and filed January 9, 2004 with respect to the agreement with Xerox Corporation to re-sell Xerox’s mid-range and entry-level production color digital presses in the United States and Canada (incorporated by reference to the Current Report on Form 6-K filed on January 12, 2004).
	4	.8	The material change report of the Registrant dated and filed February 17, 2004 with respect to the acquisition of a plate manufacturing facility located in Middleway, West Virginia, from Spectratech International, Inc. (incorporated by reference to the Current Report on Form 6-K filed on February 17, 2004).
	4	.9	The material change report of the Registrant dated and filed February 20, 2004 with respect to the proceedings at the annual meeting of shareholders held on February 18, 2004 (incorporated by reference to the Current Report on Form 6-K filed on February 23, 2004).
	5	.1	Consent of KPMG LLP.
	6	.1	Powers of Attorney (included on the signature pages of the initial Registration Statement on Form F-10).

II-2

PART III

UNDERTAKING AND CONSENT TO SERVICE OF PROCESS

Item 1. Undertaking

      The Registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to the securities registered pursuant to Form F-10 or to transactions in said securities.

Item 2. Consent to Service of Process

      Concurrently with the filing of the initial Registration Statement on Form F-10, the Registrant filed with the Commission a written irrevocable consent and power of attorney on Form F-X. Any change to the name or address of the agent for service of the Registrant shall be communicated promptly to the Commission by amendment to Form F-X referencing the file number of the relevant registration statement.

III-1

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-10 and has duly caused this Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Burnaby, Province of British Columbia, Country of Canada, on this 8th day of March, 2004.

CREO INC.

By:  /s/ MARK DANCE

Name: Mark Dance

Title:  Chief Financial Officer and

Chief Operating Officer

By:  /s/ PAUL KACIR

Name: Paul Kacir

Title: Secretary

      Pursuant to the requirements of the Securities Act, this Amendment to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date Signed
/s/ AMOS MICHELSON Amos Michelson	Director and Chief Executive Officer (Principal Executive Officer)	March 8, 2004
/s/ MARK DANCE Mark Dance	Director, Chief Financial Officer and Chief Operating Officer (Principal Financial Officer)	March 8, 2004
* Derek Chan	Corporate Controller (Principal Accounting Officer)	March 8, 2004
* Charles E. Young	Director and Chairman	March 8, 2004
* Douglas A. Brengel	Director	March 8, 2004
* Norman B. Francis	Director	March 8, 2004
* John S. McFarlane	Director	March 8, 2004
* Kenneth A. Spencer	Director	March 8, 2004

Signature		Title	Date Signed
* Morgan Sturdy		Director	March 8, 2004
* Steve Gordon		Director	March 8, 2004
* Jean-François Heitz		Director	March 8, 2004
By:	/s/ PAUL KACIR Paul Kacir Attorney-in-Fact

      Pursuant to the requirements of Section 6(a) of the Securities Act of 1933, the undersigned has signed this Amendment to the Registration Statement, solely in the capacity of the duly authorized representative of Creo Inc. in the United States, in the City of Newark, State of Delaware, on this 8th day of March, 2004.

PUGLISI & ASSOCIATES

/s/ DONALD J. PUGLISI
_________________________________________

Name: Donald J. Puglisi

Title: Managing Director

Index to Exhibits

Exhibit
Number			Description
	3	.1	Form of Underwriting Agreement.
	4	.1	The Annual Information Form of the Registrant dated December 31, 2003 for the fiscal year ended September 30, 2003 (incorporated by reference to the Annual Report on Form 40-F filed on February 24, 2004).
	4	.2	The audited consolidated balance sheets of the Registrant as at September 30, 2003 and 2002 and the consolidated statements of operations and retained earnings (deficit) and cash flows for each of the years in the three-year period ended September 30, 2003, including the notes thereto and the auditors’ report thereon, and management’s discussion and analysis, contained in the Annual Report of the Registrant for the year ended September 30, 2003 distributed to shareholders (incorporated by reference to the Current Report on Form 6-K filed on January 20, 2004).
	4	.3	The unaudited consolidated balance sheet of the Registrant as at December 31, 2003 and the consolidated statements of operations and deficit and cash flows for the three months ended December 31, 2003 and December 31, 2002, including the notes thereto and management’s discussion and analysis for such periods (incorporated by reference to the Current Report on Form 6-K filed on February 4, 2004).
	4	.4	The Management Proxy Circular dated January 19, 2004 relating to the annual meeting of shareholders of the Registrant held on February 18, 2004, excluding those portions which appear under the headings “Report on Executive Compensation”, “Performance Graph” and “Toronto Stock Exchange Corporate Governance Guidelines” (incorporated by reference to the Current Report on Form 6-K filed on January 20, 2003).
	4	.5	The material change report of the Registrant dated November 3, 2003 and filed November 4, 2003 with respect to the receipt of U.S.$22.1 million, being the proceeds of the disposition of all of the shares in and the repayment of the outstanding loan to Printcafe Software, Inc. (included in the initial Registration Statement on Form F-10).
	4	.6	The material change report of the Registrant dated December 8, 2003 and filed December 9, 2003 with respect to the completion of the acquisition of a plate manufacturing facility in South Africa and confirming guidance for the 2004 fiscal first quarter (incorporated by reference to the Current Report on Form 6-K filed on December 9, 2003).
	4	.7	The material change report of the Registrant dated and filed January 9, 2004 with respect to the agreement with Xerox Corporation to re-sell Xerox’s mid-range and entry-level production color digital presses in the United States and Canada (incorporated by reference to the Current Report on Form 6-K filed on January 12, 2004).
	4	.8	The material change report of the Registrant dated and filed February 17, 2004 with respect to the acquisition of a plate manufacturing facility located in Middleway, West Virginia, from Spectratech International, Inc. (incorporated by reference to the Current Report on Form 6-K filed on February 17, 2004).
	4	.9	The material change report of the Registrant dated and filed February 20, 2004 with respect to the proceedings at the annual meeting of shareholders held on February 18, 2004 (incorporated by reference to the Current Report on Form 6-K filed on February 23, 2004).
	5	.1	Consent of KPMG LLP.
	6	.1	Powers of Attorney (included on the signature pages of the initial Registration Statement on Form F-10).

EX-3.1

                                                                     EXHIBIT 3.1

                                    CREO INC.

                            5,000,000 Common Shares

                             UNDERWRITING AGREEMENT

                                 March 1, 2004



                                                                   March 1, 2004

Creo Inc.
3700 Gilmore Way
Burnaby, British Columbia
V5G 4M1

Dear Sirs/Mesdames:

         RBC Dominion Securities Inc. ("RBC DS"), BMO Nesbitt Burns Inc., TD
Securities Inc., Merrill Lynch Canada Inc., Dundee Securities Corporation,
Raymond James Ltd. and Sprott Securities Inc. (collectively, the "Underwriters")
understand that Creo Inc., a corporation incorporated under the laws of Canada
("Creo" or the "Company"), proposes to issue and sell a total of 5,000,000
common shares of the Company (the "Offered Shares"). The common shares of the
Company to be outstanding after giving effect to the sales contemplated hereby
are herein referred to as the "Common Shares."

         The Underwriters are prepared to purchase the Offered Shares from the
Company, subject to the terms and conditions described herein. The obligation of
the Underwriters to purchase any Offered Shares shall, in addition to being
subject to the other terms and conditions described herein, be conditional on
the following steps having been taken within the time frames described below:

         (a)      Creo shall file a preliminary short form prospectus (in the
                  English and French languages, as applicable, together with the
                  documents incorporated therein by reference, the "Canadian
                  Preliminary Prospectus") qualifying the distribution of the
                  Offered Shares with the British Columbia Securities Commission
                  (the "Reviewing Authority") and the securities regulatory
                  authorities in each of the other provinces of Canada (together
                  with British Columbia, the "Qualifying Provinces"), and shall
                  obtain a Mutual Reliance Review System decision document
                  pursuant to National Policy 43-201 and its related memorandum
                  of understanding of the Canadian Securities Administrators
                  (the "MRRS") issued by the Reviewing Authority in its capacity
                  as principal regulator pursuant to the MRRS evidencing that a
                  receipt has been issued for the Canadian Preliminary
                  Prospectus by the securities regulatory authorities in each of
                  Qualifying Provinces (collectively, the "Canadian Securities
                  Commissions") by no later than 3:30 p.m. (Toronto time) on
                  March 1, 2004;

         (b)      Creo shall file with the United States Securities and Exchange
                  Commission (the "Commission"), in accordance with the
                  provisions of the United States Securities Act of 1933, as
                  amended and the rules and regulations thereunder
                  (collectively, the "Securities Act"), a registration statement
                  (the "Registration Statement") on Form F-10 covering the sale
                  of the Offered Shares under the Securities Act, which includes
                  the Canadian Preliminary Prospectus (with such additions and
                  deletions as are permitted or required by Form F-10 and the
                  applicable rules and regulations of the



                  Commission) (the "U.S. Preliminary Prospectus") by no later
                  than 3:35 p.m. (Toronto time) on March 1, 2004;

         (c)      Creo shall file with the Commission an appointment of agent
                  for service of process upon the Company on Form F-X in
                  conjunction with the filing of the Registration Statement (the
                  "Form F-X");

         (d)      Creo shall use its reasonable efforts to resolve all comments
                  on the Canadian Preliminary Prospectus that are received from
                  the Canadian Securities Commissions (as well as any comments
                  on the Registration Statement that are received from the
                  Commission) as soon as possible after receipt of such comments
                  and on a basis satisfactory to the Underwriters, acting
                  reasonably;

         (e)      The Company shall issue a press release announcing the
                  offering of the Offered Shares immediately upon the execution
                  of this Agreement and the filing of the Registration
                  Statement;

         (f)      Creo shall file a final short form prospectus (in the English
                  and French languages, as applicable, together with the
                  documents incorporated therein by reference, the "Canadian
                  Final Prospectus") qualifying the distribution of the Offered
                  Shares with the Reviewing Authority and the other Canadian
                  Securities Commissions, and shall obtain an MRRS decision
                  document issued by the Reviewing Authority, in its capacity as
                  principal regulator, pursuant to the MRRS evidencing that a
                  receipt has been issued for the Canadian Final Prospectus by
                  each of the Canadian Securities Commissions as soon as
                  possible and in any event by no later than 4:00 p.m. (Toronto
                  time) on March 8, 2004; and

         (g)      Creo shall file with the Commission, in accordance with the
                  provisions of the Securities Act, an amendment to the
                  Registration Statement which includes the Canadian Final
                  Prospectus (with such additions and deletions as are permitted
                  or required by Form F-10 and the applicable rules and
                  regulations of the Commission) (the "U.S. Final Prospectus")
                  by no later than 4:00 p.m. (Toronto time) on March 8, 2004 and
                  shall take reasonable steps necessary, if any, to cause the
                  Registration Statement to become effective as soon as
                  practicable thereafter.

For greater certainty, the parties agree that if Creo fails to meet the
deadlines specified above for any reason whatsoever (including, without
limitation, being unable to resolve any comments on the Canadian Preliminary
Prospectus from the Canadian Securities Commissions on a basis satisfactory to
the Underwriters, acting reasonably, within the time frames described above),
the Underwriters shall be entitled to terminate this Agreement.

1.       REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company represents
and warrants to and agrees with each of the Underwriters that:

         (a)      The Company meets the general eligibility requirements for use
                  of Form F-10 under the Securities Act and is eligible to file
                  short form prospectuses under National Instrument 44-101 of
                  the Canadian Securities Administrators.

         (b)      None of the Canadian Securities Commissions, any stock
                  exchange in Canada or the United States or any other
                  regulatory authority or court has issued an order preventing
                  or

                                      -2-


                  suspending the use or effectiveness, as the case may be, of
                  any preliminary prospectus, the Canadian Prospectus or the
                  U.S. Prospectus (as defined below) or the Registration
                  Statement relating to the proposed offering of the Offered
                  Shares or preventing the distribution of the Offered Shares or
                  instituted proceedings for that purpose and no proceedings for
                  that purpose are pending or, to the knowledge of the Company,
                  are contemplated by any of the aforementioned parties, and any
                  request on the part of such parties for additional information
                  from the Company has been complied with.

         (c)      The Canadian Preliminary Prospectus and the Canadian Final
                  Prospectus (together, the "Canadian Prospectus") will be
                  prepared and filed in compliance in all material respects with
                  all applicable securities laws in each of the Qualifying
                  Provinces and the respective rules and regulations under such
                  laws, together with applicable published policy statements,
                  blanket orders and applicable notices of securities regulatory
                  authorities in such provinces (the "Canadian Securities Laws")
                  and, at the time of delivery of the Offered Shares to the
                  Underwriters, the Canadian Final Prospectus will comply in all
                  material respects with all Canadian Securities Laws and the
                  Company shall fulfill and comply with all necessary
                  requirements of Canadian Securities Laws in order to enable
                  the Offered Shares to be lawfully distributed in the
                  Qualifying Provinces through the Underwriters or any other
                  investment dealers or brokers registered as such in the
                  Qualifying Provinces and acting in accordance with the terms
                  of their registrations. Such requirements shall be fulfilled
                  by the Company in the Province of British Columbia and in all
                  of the other Qualifying Provinces not later than 4:00 p.m.
                  (Toronto time) on March 8, 2004, or such later date or dates
                  as may be agreed to in writing by the Underwriters.

         (d)      The Canadian Preliminary Prospectus and the Canadian Final
                  Prospectus shall as of their respective dates of filing and
                  shall as amended prior to the Closing Date (as defined in
                  Section 4 below) in accordance with Canadian Securities Laws,
                  as of the Closing Date constitute full, true and plain
                  disclosure of all material facts relating to the Company, its
                  subsidiaries and the Offered Shares, shall contain no untrue
                  statement of a material fact or omit to state a material fact
                  required to be stated therein or necessary to make the
                  statements contained therein, in light of the circumstances
                  under which they were made, not misleading. The documents
                  incorporated by reference in the Canadian Prospectus and the
                  U.S. Prospectus, when they were filed with the Reviewing
                  Authority and the Commission, were prepared in accordance with
                  the Canadian Securities Laws, and any further documents so
                  filed and incorporated by reference in the Canadian Prospectus
                  and the U.S. Prospectus prior to the termination of the
                  distribution of the Offered Shares, or any further amendment
                  or supplement thereto, when such documents are filed with the
                  Reviewing Authority and the Commission, will be prepared in
                  accordance with the Canadian Securities Laws.

         (e)      The U.S. Preliminary Prospectus and the U.S. Final Prospectus
                  (together, the "U.S. Prospectus") will conform to the Canadian
                  Preliminary Prospectus and Canadian Final Prospectus,
                  respectively, except for such deletions therefrom and
                  additions thereto as are permitted or required by Form F-10
                  and the applicable rules and regulations of the Commission. In
                  addition, as of their respective dates, the Registration
                  Statement, the Form F-X, the U.S. Preliminary Prospectus and
                  the U.S. Final Prospectus, as amended or supplemented, if
                  applicable, will comply in all material respects with the
                  Securities Act.

                                      -3-


         (f)      As of the date the Registration Statement is declared
                  effective, neither the Registration Statement nor any
                  amendment or supplement thereto will contain an untrue
                  statement of material fact or omit to state any material fact
                  required to be stated therein or necessary to make the
                  statements therein not misleading, neither the U.S.
                  Preliminary Prospectus nor the U.S. Final Prospectus, as of
                  their respective dates and, in the case of the U.S. Final
                  Prospectus, as of the Closing Date, will contain an untrue
                  statement of a material fact or omit to state a material fact
                  required to be stated therein or necessary to make the
                  statements therein, in the light of the circumstances under
                  which they were made, not misleading.

         provided, however, that the representations and warranties contained in
         clauses (c), (d), (e) and (f) above shall not apply to statements or
         omissions in the Canadian Final Prospectus or the U.S. Final Prospectus
         that are made in reliance upon and in conformity with information
         relating to any Underwriter furnished in writing to the Company by such
         Underwriter through RBC DS expressly for use in such documents.

         (g)      There are:

                  (i)      no reports or information that in accordance with the
                           requirements of the Canadian Securities Laws must be
                           made publicly available in connection with the
                           offering of the Offered Shares that have not been
                           made publicly available as required. There are no
                           documents required to be filed with the Canadian
                           Securities Commissions in connection with the
                           Canadian Prospectus that have not been filed (or that
                           will not be filed prior to the Closing Date in
                           accordance with Canadian Securities Laws) as required
                           pursuant to Canadian Securities Laws and delivered to
                           the Underwriters; and

                  (ii)     no contracts, documents or other materials required
                           to be described or referred to in the Canadian
                           Prospectus or the U.S. Prospectus or to be filed as
                           exhibits to the Registration Statement that will not
                           be described, referred to or filed as required and,
                           in the case of those documents filed, delivered to
                           the Underwriters.

         (h)      The consolidated audited and unaudited financial statements of
                  the Company that are included or incorporated by reference in
                  the Registration Statement, the Canadian Prospectus and the
                  U.S. Prospectus present fairly in all material respects the
                  consolidated financial position of the Company and its
                  subsidiaries as of the dates indicated and the consolidated
                  results of operations and the consolidated statements of cash
                  flow of the Company and its subsidiaries for the periods
                  specified (subject, in the case of interim financial
                  information, to year-end adjustments); and such financial
                  statements have been prepared in conformity with generally
                  accepted accounting principles in Canada, consistently applied
                  throughout the periods involved, and, excluding our financial
                  statements as at December 31, 2003 and for the three months
                  ended December 31, 2003 and December 31, 2002, have been
                  reconciled to generally accepted accounting principles in the
                  United States in accordance with Item 18 of Form 20-F. The
                  selected financial data included or incorporated by reference
                  in the Registration Statement, the Canadian Prospectus and the
                  U.S. Prospectus present fairly the information shown therein
                  and have been compiled on a basis consistent with that of the
                  audited and unaudited consolidated financial information
                  included or incorporated by reference in the Registration
                  Statement, the Canadian Prospectus and the U.S. Prospectus.

                                      -4-


         (i)      KPMG LLP, who have reported upon the audited financial
                  statements of the Company included or incorporated by
                  reference in the Registration Statement, the Canadian
                  Prospectus and the U.S. Prospectus, are, and during the
                  periods covered by its reports were, independent with respect
                  to the Company within the meaning of the Canada Business
                  Corporations Act and applicable Canadian Securities Laws, and
                  are independent as required by the Securities Act.

         (j)      The Company has been duly incorporated, is validly existing as
                  a corporation in good standing under the Canada Business
                  Corporations Act, has the corporate power and authority to own
                  its property and to conduct its business as described in the
                  Registration Statement, the Canadian Prospectus and the U.S.
                  Prospectus and is duly qualified to transact business and is
                  in good standing in each jurisdiction in which the conduct of
                  its business or its ownership or leasing of property requires
                  such qualification, except to the extent that the failure to
                  be so qualified or be in good standing would not have a
                  material adverse effect on the Company and its subsidiaries,
                  taken as a whole.

         (k)      The subsidiaries set forth on Schedule I hereto (the "Material
                  Subsidiaries") are the only subsidiaries of the Company that
                  are material to the business, affairs, operations, assets,
                  liabilities (contingent or otherwise) or capital of the
                  Company and its subsidiaries, taken as a whole; each of the
                  Material Subsidiaries has been duly incorporated, amalgamated,
                  continued, organized or formed, is validly existing as a
                  corporation or company under the laws of the jurisdiction of
                  its incorporation, amalgamation, continuation, organization or
                  formation, has the corporate power and authority to own its
                  property and to conduct its business as described in the
                  Canadian Prospectus and the U.S. Prospectus and is duly
                  qualified to transact business in each jurisdiction in which
                  the conduct of its business or its ownership or leasing of
                  property requires such qualification, except to the extent
                  that the failure to be so qualified would not have a material
                  adverse effect on the business, affairs, operations, assets,
                  liabilities (contingent or otherwise) or capital of the
                  Company and its subsidiaries, taken as a whole (a "Material
                  Adverse Effect"); each of the Material Subsidiaries is in good
                  standing (where such concept exists) under the laws of the
                  jurisdiction of its incorporation or formation and is in good
                  standing in each jurisdiction in which the conduct of its
                  business or its ownership or leasing of property requires such
                  qualification, except to the extent that such failure to be so
                  qualified or be in good standing would not have a Material
                  Adverse Effect; all of the issued shares of capital stock of
                  each Material Subsidiary of the Company have been duly and
                  validly authorized and issued, are fully paid and
                  non-assessable and are beneficially owned directly or
                  indirectly by the Company, free and clear of all liens,
                  encumbrances, equities or claims.

         (l)      The Company has the corporate power and authority to execute,
                  deliver and perform its obligations under this Agreement and
                  this Agreement has been duly authorized, executed and
                  delivered by the Company.

         (m)      The authorized and issued capital of the Company conforms in
                  all material respects to the description thereof contained in
                  the Canadian Prospectus and the U.S. Prospectus (except for
                  subsequent issuances, if any, pursuant to this Agreement or
                  pursuant to the 1996 Stock Option Plan (Amended) referred to
                  in the U.S. Preliminary Prospectus and Canadian Preliminary
                  Prospectus).

         (n)      The Common Shares outstanding prior to the issuance of the
                  Offered Shares have been duly authorized and are validly
                  issued, fully paid and non-assessable; there are no
                  outstanding

                                      -5-


                  securities convertible into or exchangeable for, or warrants,
                  rights or options to purchase from the Company, or obligations
                  of the Company to issue, Common Shares or any other class of
                  shares of the Company, except as disclosed in the Canadian
                  Prospectus and the U.S. Prospectus or except pursuant to
                  existing employee share compensation arrangements.

         (o)      The Offered Shares have been duly authorized for issuance and
                  sale to the Underwriters pursuant to this Agreement and, when
                  issued, paid for and delivered in accordance with the terms of
                  this Agreement, will be validly allotted and issued as fully
                  paid and non-assessable shares, and the issuance of such
                  Offered Shares will not be subject to any preemptive or
                  similar rights.

         (p)      The execution and delivery by the Company of, and the
                  performance by the Company of its obligations under, this
                  Agreement and the issue and sale of the Offered Shares will
                  not contravene:

                  (i)      any provision of law binding on the Company or any of
                           its subsidiaries;

                  (ii)     the articles of incorporation or by-laws of the
                           Company or similar constating documents of any
                           subsidiary;

                  (iii)    any agreement or other instrument binding upon the
                           Company or any of its Material Subsidiaries; or

                  (iv)     any judgment, order or decree of any governmental
                           body, agency or court having jurisdiction over the
                           Company or any subsidiary,

                  other than, in the case of clauses (i), (iii) and (iv), any
                  contravention that would not have a Material Adverse Effect
                  and that would not have a material adverse effect on the
                  ability of the Company to perform its obligations under this
                  Agreement.

         (q)      No approval, consent, authorization, order or license of, or
                  qualification with any government, governmental body or agency
                  or court of (i) any province of Canada; (ii) the federal
                  government of Canada; (iii) the federal government of the
                  United States; or (iv) the various states of the United States
                  in which the Offered Shares are to be offered for sale or
                  sold, or of any political subdivision of any thereof, is
                  required for the performance by the Company of its obligations
                  under this Agreement, except such as have already been
                  received and may be required by the Toronto Stock Exchange,
                  the Nasdaq National Market, the securities or "Blue Sky" laws
                  of the various states of the United States and the Canadian
                  Securities Laws in connection with the offer and sale of the
                  Offered Shares.

         (r)      There has not occurred any material adverse change, or any
                  development involving a prospective material adverse change,
                  in the condition, financial or otherwise, or in the ownership
                  of the Company or in the earnings, business or operations of
                  the Company and its subsidiaries, taken as a whole, from the
                  date of the latest audited financial statements incorporated
                  by reference in the Canadian Prospectus except as set forth in
                  the Canadian Prospectus and the U.S. Prospectus (exclusive of
                  any amendments or supplements thereto subsequent to the date
                  of this Agreement).

                                      -6-


         (s)      The Company and each of its subsidiaries maintain a system of
                  internal accounting controls sufficient to provide reasonable
                  assurance that (i) transactions are executed in accordance
                  with management's general or specific authorizations; (ii)
                  transactions are recorded as necessary to permit preparation
                  of financial statements in conformity with generally accepted
                  accounting principles and to maintain asset accountability;
                  (iii) access to assets is permitted only in accordance with
                  management's general or specific authorization; and (iv) the
                  recorded accountability for assets is compared with the
                  existing assets at reasonable intervals and appropriate action
                  is taken with respect to any differences;

         (t)      There are no legal or governmental proceedings pending or, to
                  the knowledge of the Company, threatened to which the Company
                  or any of its subsidiaries is a party or to which any of the
                  properties of the Company or any of its subsidiaries is
                  subject that are required to be described in the Registration
                  Statement, the Canadian Prospectus or the U.S. Prospectus and
                  are not so described.

         (u)      The Company is not and, after giving effect to the offering
                  and sale of the Offered Shares and the application of the
                  proceeds thereof as described in the Canadian Prospectus and
                  the U.S. Prospectus, will not be required to register as an
                  "investment company" as such term is defined in the Investment
                  Company Act of 1940, as amended.

         (v)      The Company and each of its subsidiaries:

                  (i)      are in compliance with any and all applicable
                           foreign, federal, provincial, state and local laws
                           and regulations relating to the protection of human
                           health and safety, the environment or hazardous or
                           toxic substances or wastes, pollutants or
                           contaminants ("Environmental Laws");

                  (ii)     have received all permits, licenses or other
                           approvals required of them under applicable
                           Environmental Laws to conduct their respective
                           businesses; and

                  (iii)    are in compliance with all terms and conditions of
                           any such permit, license or approval,

                  except where such noncompliance with Environmental Laws,
                  failure to receive required permits, licenses or other
                  approvals or failure to comply with the terms and conditions
                  of such permits, licenses or approvals would not, singly or in
                  the aggregate, have a Material Adverse Effect.

         (w)      There are no costs or liabilities associated with
                  Environmental Laws (including, without limitation, any capital
                  or operating expenditures required for clean-up, closure of
                  properties or compliance with Environmental Laws or any
                  permit, license or approval, any related constraints on
                  operating activities and any potential liabilities to third
                  parties) which would, singly or in the aggregate, have a
                  Material Adverse Effect.

         (x)      There are no contracts, agreements or understandings between
                  the Company and any person granting such person the right to
                  require the Company to file a registration statement under the
                  Securities Act or a prospectus under the Canadian Securities
                  Laws with respect to any securities of the Company or to
                  require the Company to include such securities with the
                  Offered Shares registered pursuant to the Registration
                  Statement.

                                      -7-


         (y)      The Company and its subsidiaries own, possess or have obtained
                  all material governmental licenses, permits, certificates,
                  consents, orders, approvals and other authorizations necessary
                  to own or lease, as the case may be, and to operate their
                  properties and to carry on their businesses as presently
                  conducted except, in each case, where the failure to do so
                  would not have a Material Adverse Effect; and neither the
                  Company nor any of its subsidiaries has received any notice of
                  proceedings relating to revocation or modification of any such
                  licenses, permits, certificates, consents, orders, approvals
                  or authorizations except for any proceedings which would not
                  have a Material Adverse Effect.

         (z)      The Company and its subsidiaries own or possess adequate
                  patents, patent rights, inventions, copyrights, know-how
                  (including trade secrets and other unpatented or unpatentable
                  proprietary or confidential information, systems or
                  procedures), patent licenses, trademarks, service marks and
                  trade names (collectively, "Intellectual Property") necessary
                  to carry on their businesses as presently conducted except
                  where such failure to own or possess such Intellectual
                  Property would not have a Material Adverse Effect; and neither
                  the Company nor any of its subsidiaries has received any
                  notice of or is otherwise aware of any infringement of or
                  conflict with asserted rights of others with respect to any
                  Intellectual Property as to which an unfavourable decision,
                  ruling or finding is reasonably probable that in the
                  aggregate, if the subject of an unfavorable decision, ruling
                  or finding, would have a Material Adverse Effect.

         (aa)     After due and reasonable inquiry and to the best of the
                  Company's knowledge:

                  (i)      the business of the Company and its subsidiaries,
                           including processes used by, products made or sold
                           by, and research and development conducted by the
                           Company and its subsidiaries, does not conflict with,
                           infringe upon, misappropriate or otherwise violate
                           the intellectual property rights of any third party;
                           and

                  (ii)     the Company is not aware of any fact or circumstance
                           which would render any Intellectual Property or any
                           technology or intellectual property license granted
                           to the Company or its subsidiaries by a third party
                           invalid, unenforceable or liable to cancellation or
                           termination, except where such conflict,
                           infringement, misappropriation, violation,
                           invalidity, unenforceability, cancellation or
                           termination would not have a Material Adverse Effect.

         (bb)     Neither the Company nor any of its subsidiaries is involved in
                  any labour dispute nor, to the knowledge of the Company, is
                  any such dispute threatened, in each case which would have a
                  Material Adverse Effect.

         (cc)     The Company and its subsidiaries have good title to the items
                  of real and personal property which are referred to in the
                  Registration Statement, the Canadian Prospectus and the U.S.
                  Prospectus as being owned by them, and have valid and
                  enforceable leasehold interests in the items of real and
                  personal property referred to in the Registration Statement,
                  the Canadian Prospectus and the U.S. Prospectus as being
                  leased by them, in each case free and clear of all liens,
                  encumbrances, claims, security interests and defects, other
                  than pursuant to the credit facility between the Company and
                  Royal Bank of Canada dated April 1, 2002, as amended, and
                  other than those which do not

                                      -8-


                  interfere with the use made or intended to be made of such
                  property by the Company or do not and will not have a Material
                  Adverse Effect.

         (dd)     None of the Company or any of its subsidiaries is in violation
                  of its charter documents or by-laws or default in the
                  observance or performance of any term or obligation to be
                  performed by it under any agreement, lease, contract,
                  mortgage, loan agreement, note, indenture or other instrument
                  or obligation to which the Company or any of its subsidiaries
                  is a party or by which the Company or any of its subsidiaries
                  or any of their respective properties is bound and which
                  breach or default, individually or in the aggregate, if not
                  cured or otherwise corrected within the respective period
                  specified for such cure or correction, would have a Material
                  Adverse Effect.

         (ee)     Computershare Trust Company of Canada, at its principal
                  offices in the cities of Vancouver and Toronto, has been duly
                  appointed as the registrar and transfer agent in respect of
                  the Common Shares.

         (ff)     There is and has been no failure on the part of the Company
                  and any of the Company's directors or officers, in their
                  capacities as such, to comply with any provision applicable to
                  the Company of the Sarbanes-Oxley Act of 2002 and the rules
                  and regulations promulgated in connection therewith, including
                  Section 402 related to loans and Sections 302 and 902 related
                  to certifications.

         (gg)     The Company has not taken and will not take, directly or
                  indirectly, any action designed to, or that might be
                  reasonably expected to, cause or result in stabilization or
                  manipulation of the price of the Offered Shares.

         (hh)     The Company is a reporting issuer under the Canadian
                  Securities Laws and is in compliance with its obligations
                  under Section 85 of the Securities Act (British Columbia) and
                  under Sections 144, 145 and 149 of the Rules thereunder and
                  under similar provisions in the Canadian Securities Laws of
                  the other Qualifying Provinces.

         (ii)     Prior to the filing of the Canadian Final Prospectus and the
                  U.S. Final Prospectus, the Offered Shares will have been
                  conditionally approved for listing on the Toronto Stock
                  Exchange and the Nasdaq National Market.

2.       AGREEMENTS TO SELL AND PURCHASE. The Company hereby agrees to sell the
Offered Shares to the Underwriters, and the Underwriters hereby agree to
purchase the Offered Shares from the Company at a purchase price of Cdn.$13.39
per Offered Share in the case of Offered Shares initially sold by the
Underwriters in Canadian dollars and U.S.$10.00 per Offered Share in the case of
Offered Shares sold by the Underwriters in U.S. dollars, all on the terms and
conditions described herein. Any Offered Shares not sold by the Underwriters as
of the Closing Date (as defined below) will be purchased from the Company at the
prices set out above in Canadian dollars or U.S. dollars at the sole discretion
of the Underwriters.


                                      -9-


         The Company hereby agrees that it will not, without the prior written
consent of RBC DS, on behalf of the Underwriters (such consent not to be
unreasonably withheld), during the period commencing on the date hereof and
ending 90 days after the Closing Date (as defined below):

         (a)      offer, pledge, sell, contract to sell, sell any option or
                  contract to purchase, purchase any option or contract to sell,
                  grant any option, right or warrant to purchase, lend, or
                  otherwise transfer or dispose of, directly or indirectly, any
                  Common Shares or any securities convertible into or
                  exercisable or exchangeable for Common Shares or file any
                  registration statement under the Securities Act with respect
                  to any of the foregoing (other than a registration statement
                  filed in connection with any issuance permitted in clause (d)
                  below); or

         (b)      enter into any swap or other arrangement that transfers to
                  another, in whole or in part, directly or indirectly, any of
                  the economic consequences of ownership of the Common Shares or
                  such other securities,

whether any such transaction described in clause (a) or (b) above is to be
settled by delivery of Common Shares or such other securities, in cash or
otherwise. The foregoing provisions shall not apply to:

         (c)      the Offered Shares to be sold hereunder; and

         (d)      Common Shares issued pursuant to the Company's stock option
                  plan or any other employee or director equity compensation
                  plans.

3.       TERMS OF PUBLIC OFFERING. The Company has been advised that the
Underwriters propose to begin soliciting offers to purchase the Offered Shares
as soon as possible after the Canadian Preliminary Prospectus has been filed
with the Reviewing Authority, the Registration Statement has been filed with the
Commission and the Company has issued a press release announcing the offering of
the Offered Shares. The Company is further advised by the Underwriters that the
Offered Shares are to be offered to the public in Canada, the United States and
other jurisdictions (provided any offers in jurisdictions other than Canada and
the United States will be made on a basis which is exempt from registration and
prospectus requirements under applicable laws), either directly through the
Underwriters or through members of a selling syndicate to be established by the
Underwriters. The Underwriters will comply in all material respects with all
applicable laws in connection with the offer and sale of the Offered Shares. The
Underwriters agree that any sales of Offered Shares in the United States will be
conducted through an affiliate of one or more of the Underwriters duly
registered to do so in the relevant jurisdiction in which such sales are being
made and in accordance with the applicable provisions of the National
Association of Securities Dealers, Inc.'s Conduct Rules 2730, 2740, 2420 and
2750 (commonly referred to as the "Papilsky Rules").

4.       PAYMENT AND DELIVERY. Payment for the Offered Shares shall be made by
wire transfer of same day funds to an account designated by the Company as
follows:

         (a)      one wire transfer in Canadian funds representing the purchase
                  price net of the underwriting fee of Cdn. $0.5356 per Offered
                  Share for all Offered Shares sold by the Underwriters in
                  Canadian dollars; and

                                      -10-


         (b)      one wire transfer in U.S. funds representing the purchase
                  price net of the underwriting fee of U.S. $0.40 per Offered
                  Share for all Offered Shares sold by the Underwriters in U.S.
                  dollars.

In each case, the foregoing payments shall made against delivery of the Offered
Shares being purchased by the Underwriters, at 6:00 a.m. (Vancouver time), on
March 15, 2004, or at such other time on the same or such other date (not later
than 42 days after the date of the MRRS decision document issued by the
Reviewing Authority in respect of the Canadian Final Prospectus) as shall be
agreed to in writing between the Company and the Underwriters. The time and date
of such payment are referred to herein as the "Closing Date".

         Certificates for the Offered Shares shall be in definitive form and
registered in such names and in such denominations as the Underwriters shall
request in writing not later than the business day prior to the Closing Date.
The certificates evidencing the Offered Shares shall be delivered to, or at the
direction of, RBC DS on the Closing Date for the respective accounts of the
Underwriters, with any transfer taxes payable in connection with the transfer of
the Offered Shares duly paid by the Company, against payment of the purchase
price therefor.

         RBC DS shall give prompt written notice, on behalf of the Underwriters,
to the Company when, in the opinion of the Underwriters, they have ceased
distribution to the public of the Offered Shares. Such notice will also specify
the total proceeds realized in each of the provinces of Canada from such
distribution.

5.       CONDITIONS TO THE UNDERWRITERS' OBLIGATIONS. The obligations of the
Company to sell the Offered Shares to the Underwriters and the several
obligations of the Underwriters to purchase and pay for the Offered Shares on
the Closing Date are, in addition to the conditions described elsewhere in this
Agreement, subject to the following further conditions:

         (a)      The Registration Statement has become effective and no stop
                  order suspending the effectiveness of the Registration
                  Statement shall have been issued under the Securities Act and
                  no proceedings for that purpose shall have been instituted or
                  shall be pending or, to the knowledge of the Underwriters or
                  the knowledge of the Company, shall be contemplated by the
                  Commission. In addition, no order having the effect of ceasing
                  or suspending the distribution of the Offered Shares or the
                  trading in the Common Shares or any other securities of the
                  Company shall have been issued by any securities commission,
                  securities regulatory authority or stock exchange in Canada or
                  the United States and no proceedings for that purpose shall
                  have been instituted or pending or, to the knowledge of the
                  Company, shall be contemplated by any securities commission,
                  securities regulatory authority or stock exchange in Canada or
                  the United States; and any request on the part of any Canadian
                  Securities Commission or the Commission for additional
                  information shall have been complied with.

         (b)      Subsequent to the execution and delivery of this Agreement and
                  prior to the Closing Date there shall not have occurred any
                  change, or any development involving a prospective change, in
                  the condition, financial or otherwise, or in the earnings,
                  business or operations of the Company and its subsidiaries,
                  taken as a whole, from that set forth in the Canadian
                  Preliminary Prospectus and the U.S. Preliminary Prospectus
                  (exclusive of

                                      -11-


                  any amendments or supplements thereto subsequent to the date
                  of this Agreement) that, in the reasonable judgment of the
                  Underwriters:

                  (i)      is material and adverse and;

                  (ii)     makes it, in the reasonable judgment of the
                           Underwriters, impracticable to market the Offered
                           Shares on the terms and in the manner contemplated in
                           the Canadian Prospectus or the U.S. Prospectus.

         (c)      The Underwriters shall have received on the Closing Date a
                  certificate, dated the Closing Date and signed by an executive
                  officer of the Company, in his or her capacity as such, to the
                  effect set forth in clause 5(b) above (without reference to
                  the Underwriters' judgment) and to the effect that the
                  representations and warranties of the Company contained in
                  this Agreement are true and correct as of the Closing Date and
                  that the Company has complied with all of the agreements and
                  satisfied all of the conditions on its part to be performed or
                  satisfied hereunder on or before the Closing Date. The officer
                  signing and delivering such certificate may rely upon the best
                  of his or her knowledge as to proceedings threatened.

         (d)      The Underwriters shall have received on the respective dates
                  of the Canadian Preliminary Prospectus and the Canadian Final
                  Prospectus an opinion of Quebec counsel to the Company, dated
                  the respective dates of the Canadian Preliminary Prospectus
                  and the Canadian Final Prospectus, to the effect that the
                  French language versions of each of the Canadian Preliminary
                  Prospectus and the Canadian Final Prospectus (including all
                  documents incorporated by reference therein), other than
                  certain financial information (the "Financial Information")
                  contained or incorporated by reference therein, are in all
                  material respects complete and proper translations of the
                  English language versions of each of the Canadian Preliminary
                  Prospectus and the Canadian Final Prospectus (including all
                  documents incorporated by reference therein).

         (e)      The Underwriters shall have received on the respective dates
                  of the Canadian Preliminary Prospectus and the Canadian Final
                  Prospectus an opinion of KPMG LLP dated on the respective
                  dates of the Canadian Preliminary Prospectus and the Canadian
                  Final Prospectus, to the effect that the French language
                  version of the Financial Information is, in all material
                  respects, a complete and proper translation of the English
                  language version thereof.

         (f)      The Underwriters shall have received on the Closing Date an
                  opinion of Quebec counsel to the Company, dated the Closing
                  Date, to the effect that the laws of the Province of Quebec
                  relating to the use of the French language (other than verbal
                  communications) will have been complied with in connection
                  with the sale of the Offered Shares to purchasers in the
                  Province of Quebec if such purchasers have received a copy of
                  the Canadian Prospectus and forms of order and confirmation in
                  the French language (on the assumption that the Canadian
                  Prospectus together with the forms of order and confirmation
                  constitute the entire contract for the purchase of such
                  Offered Shares), provided that the Canadian Prospectus and
                  forms of order and confirmation in the English language may be
                  delivered without delivery of the French language versions
                  thereof to purchasers in the Province of Quebec who have
                  expressly requested, in writing, that such English language
                  documents be delivered to them.

                                      -12-


         (g)      The Underwriters shall have received on the Closing Date an
                  opinion of each of Getz Prince Wells and Thorsteinssons, each
                  dated the Closing Date, substantially in the form of Schedule
                  II and Schedule III hereto, respectively. In giving such
                  opinion, such counsel may rely, as to all matters governed by
                  the laws of jurisdictions other than the laws of the Provinces
                  of British Columbia and the federal laws of Canada applicable
                  therein, upon opinions of local counsel, who shall be counsel
                  satisfactory to counsel for the Underwriters, in which case
                  the opinion shall state that they believe that they and the
                  Underwriters are justified in relying upon such opinion. Such
                  counsel may also state that, insofar as such opinion involves
                  factual matters, they have relied, to the extent they deem
                  proper, upon certificates of officers of the Company and
                  certificates of public officials, provided that such
                  certificates have been delivered to the Underwriters. Such
                  opinion shall not state that it is to be governed or qualified
                  by, or that is otherwise subject to, any treatise, written
                  policy or other document relating to legal opinions. The
                  opinion letter referred to in this subparagraph (g) shall be
                  rendered to the Underwriters at the request of the Company and
                  shall so state therein.

         (h)      The Underwriters shall have received on the Closing Date an
                  opinion of, and a letter from, Cravath, Swaine & Moore LLP,
                  special United States counsel for the Company, dated the
                  Closing Date, substantially in the forms attached as Schedule
                  IV hereto. The opinion and letter referred to in this
                  subparagraph (h) shall be rendered to the Underwriters at the
                  request of the Company and shall so state therein.

         (i)      The Underwriters shall have received on the Closing Date an
                  opinion, dated the Closing Date, of local counsel, who shall
                  be counsel satisfactory to counsel for the Underwriters, with
                  respect to, among other things, the incorporation, authorized
                  and issued capital and qualification to carry on business in
                  respect of Creo Americas, Inc., Creo IL Ltd., Creo Europe EMEA
                  S.A., Creo Asia Pacific Limited and Creo Japan Inc., all in
                  form and substance satisfactory to the Underwriters.

         (j)      The Underwriters shall have received on the Closing Date an
                  opinion, dated the Closing Date, of Osler, Hoskin & Harcourt
                  LLP, Canadian counsel for the Underwriters, dated the Closing
                  Date, in form and substance satisfactory to the Underwriters.

         (k)      The Underwriters shall have received on the Closing Date an
                  opinion, dated the Closing Date, of Shearman & Sterling LLP,
                  United States counsel for the Underwriters, dated the Closing
                  Date, in form and substance satisfactory to the Underwriters.

         (l)      The Underwriters shall have received, on each of the date of
                  the Canadian Final Prospectus and the Closing Date, a letter
                  dated the date of the Canadian Final Prospectus or the Closing
                  Date, as the case may be, in form and substance satisfactory
                  to the Underwriters, from KPMG LLP, independent chartered
                  accountants, containing statements and information of the type
                  ordinarily included in accountants' "comfort letters" to
                  underwriters with respect to the financial statements and
                  certain financial and statistical information included or
                  incorporated by reference in the Registration Statement, the
                  Canadian Prospectus and the U.S. Prospectus; provided that the
                  letter delivered on the Closing Date shall use a "cut-off
                  date" not earlier than two days prior to the Closing Date.

         (m)      The Offered Shares shall have been approved for inclusion in
                  the Nasdaq National Market, subject only to official notice of
                  issuance thereof, and shall have been approved for

                                      -13-


                  listing by the Toronto Stock Exchange, subject only to
                  official notice of issuance thereof and customary post-closing
                  filing requirements.

         (n)      On or before the date of the Canadian Final Prospectus and the
                  U.S. Final Prospectus, the Company and Underwriters shall have
                  received all necessary approvals from the National Association
                  of Securities Dealers, Inc. in connection with the offering of
                  the Offered Shares as contemplated herein.

         (o)      On or before the Closing Date, the Underwriters and counsel
                  for the Underwriters shall have received from the Company such
                  further certificates, documents, opinions and other
                  information as they may have reasonably requested.

6.       COVENANTS OF THE COMPANY. In further consideration of the agreements of
the Underwriters herein contained, the Company covenants with each Underwriter
as follows:

         (a)      To notify the Underwriters promptly, and confirm the notice in
                  writing:

                  (i)      during the period from the date of this Agreement to
                           the completion of the distribution of the Offered
                           Shares of:

                           (A)      any material change (actual, anticipated,
                                    contemplated or threatened, financial or
                                    otherwise) in the business, affairs,
                                    operations, assets, liabilities (contingent
                                    or otherwise) or capital of the Company and
                                    its subsidiaries taken as a whole;

                           (B)      any material fact which has arisen or been
                                    discovered and would have been required to
                                    have been stated in the Canadian Prospectus
                                    or any amendment thereof had the fact arisen
                                    or been discovered on, or prior to, the date
                                    of the Canadian Prospectus or such
                                    amendment; and

                           (C)      any change in any material fact (which for
                                    the purposes of this Agreement shall be
                                    deemed to include the disclosure of any
                                    previously undisclosed material fact)
                                    contained in the Canadian Prospectus, which
                                    fact or change is, or may be, of such a
                                    nature as to render any statement in the
                                    Canadian Prospectus misleading or untrue or
                                    which would result in a misrepresentation in
                                    the Canadian Prospectus or would result in
                                    the Canadian Prospectus not complying with
                                    the Canadian Securities Laws.

                  (ii)     when any post-effective amendment to the Registration
                           Statement shall have been filed with the Commission
                           or shall have become effective, and when any
                           supplement to the U.S. Prospectus or Canadian
                           Prospectus or any amended U.S. Prospectus or Canadian
                           Prospectus shall have been filed;

                  (iii)    of the receipt of any comments from the Canadian
                           Securities Commissions or the Commission;

                  (iv)     of any request by any of the Canadian Securities
                           Commissions to amend the Canadian Prospectus or for
                           additional information or of any request by the

                                      -14-


                           Commission to amend the Registration Statement or to
                           amend or supplement the U.S. Prospectus or for
                           additional information;

                  (v)      of the issuance by the Commission of any stop order
                           suspending the effectiveness of the Registration
                           Statement or of any order preventing or suspending
                           the use of any prospectus, or of the suspension of
                           the qualification of the Offered Shares for offering
                           and sale in any jurisdiction, or of the institution
                           or, to the knowledge of the Company, threatening of
                           any proceedings for any of such purposes; and

                  (vi)     of the issuance by any of the Canadian Securities
                           Commissions or any stock exchange of any order having
                           the effect of ceasing or suspending the distribution
                           of the Offered Shares or the trading in the Common
                           Shares, or of the institution or, to the knowledge of
                           the Company, threatening of any proceedings for any
                           such purpose.

                  The Company shall in good faith discuss with the Underwriters
                  any fact or change in circumstances (actual, anticipated,
                  contemplated, threatened, financial or otherwise) which is of
                  such a nature that there is reasonable doubt whether notice
                  need be given under clause (a) above.

                  The Company will use every reasonable commercial effort to
                  prevent the issuance of any stop order, any order preventing
                  or suspending the use of any prospectus or any order ceasing
                  or suspending the distribution of the Offered Shares or the
                  trading in the Common Shares and, if any such order is issued,
                  to obtain the lifting thereof at the earliest possible time.

         (b)      Not to file or to make at any time any amendment to the
                  Registration Statement, any amendment or supplement to the
                  Canadian Prospectus or the U.S. Prospectus, of which the
                  Underwriters shall not have previously been advised and
                  furnished a copy or to which the Underwriters shall have
                  reasonably objected promptly after reasonable notice thereof;
                  provided, however, that this provision shall not prohibit the
                  Company from complying in a timely manner with its timely
                  disclosure and other obligations under applicable securities
                  legislation and the requirements of any relevant stock
                  exchange arising out of any material change or change in
                  material information.

         (c)      To furnish to the Underwriters, without charge:

                  (i)      three signed copies of the Registration Statement
                           (including all exhibits thereto, documents filed
                           therewith (including photocopies of the Company Form
                           F-X) and amendments thereof) and an additional
                           conformed copy of the Registration Statement (without
                           exhibits thereto) for delivery to each Underwriter;

                  (ii)     at the time of signing thereof, the Canadian
                           Prospectus (and any supplements or amendments
                           thereto) printed in the English language signed on
                           behalf of the Company and its directors in the manner
                           required by the Canadian Securities Laws, together
                           with any documentation supplemental thereto required
                           to be filed under the applicable laws of any of the
                           Canadian provinces;

                  (iii)    at the time of filing thereof with the Quebec
                           Securities Commission, the Canadian Prospectus (and
                           any supplements or amendments thereto) printed in

                                      -15-


                           the French language signed on behalf of the Company
                           and its directors in the manner required by the laws
                           of the Province of Quebec, together with any
                           documentation supplemental thereto required to be
                           filed under the applicable laws of any of the
                           Canadian provinces; and

                  (iv)     at any time beginning on the date hereof and ending
                           at the end of the period described in sub-section (d)
                           below, at the place or places which the Underwriters
                           may reasonably request, the Underwriters' reasonable
                           requirements of the commercial copies of the signed
                           Canadian Preliminary Prospectus and Canadian Final
                           Prospectus and the U.S. Preliminary Prospectus and
                           U.S. Final Prospectus. Such deliveries shall be made
                           as soon as possible after the filing of such
                           documents and, in any event, within one business day
                           of such filing.

         (d)      If, at any time in the period after the first date of the
                  public offering of the Offered Shares during which, in the
                  opinion of counsel for the Underwriters, the U.S. Prospectus
                  or the Canadian Prospectus is required by law to be delivered
                  in connection with sales by an Underwriter or dealer, any
                  event shall occur or condition exist as a result of which it
                  is necessary to amend the Registration Statement or amend or
                  supplement the U.S. Prospectus or the Canadian Prospectus in
                  order that the U.S. Prospectus or the Canadian Prospectus will
                  not include any untrue statements of a material fact or omit
                  to state a material fact necessary in order to make the
                  statements therein not misleading in the light of the
                  circumstances existing at the time it is delivered to a
                  purchaser or if, in the opinion of counsel for the
                  Underwriters, it is necessary to amend the Registration
                  Statement or amend or supplement the Canadian Prospectus or
                  the U.S. Prospectus to comply with the Canadian Securities
                  Laws, the Securities Act or the applicable rules and
                  regulations thereunder, forthwith to prepare, file with the
                  Commission or any Canadian Securities Commission and furnish
                  to the Underwriters and to the dealers (whose names and
                  addresses the Underwriters will furnish to the Company) to
                  which Offered Shares may have been sold by the Underwriters,
                  on behalf of the Underwriters and to any other dealers upon
                  request, either amendments or supplements to the U.S.
                  Prospectus or the Canadian Prospectus (to be effected, if
                  necessary, by the filing with the Commission of a
                  post-effective amendment to the Registration Statement) so
                  that the statements in the U.S. Prospectus or the Canadian
                  Prospectus as so amended or supplemented will not include any
                  untrue statements of a material fact or omit to state a
                  material fact necessary in order to make the statements
                  therein, in the light of the circumstances when the U.S.
                  Prospectus or Canadian Prospectus is delivered to a purchaser,
                  not misleading or so that the Registration Statement, U.S.
                  Prospectus or the Canadian Prospectus, as amended or
                  supplemented, will comply with applicable law. The expense of
                  complying with this Section 6(d) shall be borne by the Company
                  in respect of any amendment or supplement required during the
                  nine month period after the effectiveness of the Registration
                  Statement or the Canadian Prospectus, as the case may be, and
                  by the Underwriters thereafter.

         (e)      To use its reasonable best efforts to qualify the Offered
                  Shares for offer and sale under the securities or Blue Sky
                  laws of such United States jurisdictions as the Underwriters
                  shall reasonably request.

         (f)      For a period of three years after the Closing Date, to furnish
                  to the Underwriters and, upon request, to each Underwriter,
                  copies of all reports filed with the Commission on Forms 40-F,
                  20-F and 6-K, or such other similar forms as may be designated
                  by the

                                      -16-


                  Commission, annual information forms and such other documents,
                  reports and information as shall be furnished by the Company
                  to its shareholders or security holders generally.

         (g)      During the period when the U.S. Prospectus is required to be
                  delivered under the Securities Act:

                  (i)      to file promptly all documents required to be filed
                           by the Company with the Commission pursuant to
                           Section 13 or 15(d) of the Securities and Exchange
                           Act of 1934, as amended (the "Exchange Act")
                           subsequent to the time the Registration Statement
                           becomes effective; and

                  (ii)     in the event that any document is filed with any
                           Canadian Securities Commission subsequent to the time
                           the Registration Statement becomes effective that is
                           deemed to be incorporated by reference in the
                           Canadian Prospectus, if required by the Securities
                           Act, to file such document as an exhibit to the
                           Registration Statement by post-effective amendment or
                           otherwise in accordance with the Securities Act or
                           the Exchange Act.

         (h)      To make generally available to the Company's security holders
                  and to the Underwriters as soon as practicable an earnings
                  statement covering the twelve-month period ending December 31,
                  2004 that satisfies the provisions of Section 11(a) of the
                  Securities Act.

         (i)      To comply with the Securities Act and the Exchange Act and the
                  Canadian Securities Laws so as to permit the completion of the
                  distribution of the Offered Shares as contemplated in this
                  Agreement and in the Canadian Prospectus and in the U.S.
                  Prospectus.

         (j)      Not to issue any press release or other public announcement
                  between the date hereof and the Closing Date without first
                  consulting with RBC DS, on behalf of the Underwriters.

7.       EXPENSES. Whether or not the transactions contemplated in this
Agreement are consummated or this Agreement is terminated, the Company agrees to
pay or cause to be paid all expenses incident to the performance of its
obligations under this Agreement, including:

         (a)      the fees, disbursements and expenses of the Company's
                  Canadian, United States and other counsel and the Company's
                  accountants in connection with the registration and delivery
                  of the Offered Shares under the Securities Act and under the
                  Canadian Securities Laws and all other fees or expenses in
                  connection with the preparation and filing of the Registration
                  Statement, the related Form F-X, the Canadian Prospectus, the
                  U.S. Prospectus and any amendments thereto (the "Supplementary
                  Material"), including all printing costs associated therewith,
                  and the mailing and delivering of copies thereof to the
                  Underwriters and dealers;

         (b)      all costs and expenses related to the transfer and delivery of
                  the Offered Shares to the Underwriters, including any transfer
                  or other taxes payable thereon;

         (c)      the cost of printing or producing any Blue Sky or legal
                  investment memorandum in connection with the offer and sale of
                  the Offered Shares under state securities laws and all
                  expenses in connection with the qualification of the Offered
                  Shares for offer and sale under state

                                      -17-


                  securities laws as provided in Section 6(e) hereof, including
                  filing fees and the reasonable fees and disbursements of
                  counsel for the Underwriters in connection with such
                  qualification and in connection with the Blue Sky or legal
                  investment memorandum;

         (d)      all filing fees and disbursements of counsel to the
                  Underwriters incurred in connection with the review and
                  qualification of the terms of the sale of the Offered Shares
                  by the National Association of Securities Dealers, Inc.;

         (e)      all fees and expenses in connection with the preparation and
                  filing of the Registration Statement and all costs and
                  expenses incident to listing the Offered Shares on the Nasdaq
                  National Market and the Toronto Stock Exchange;

         (f)      the cost of printing certificates representing the Offered
                  Shares;

         (g)      the costs and charges of any transfer agent, registrar or
                  depositary;

         (h)      the costs and expenses of the Company in connection with the
                  marketing of the offering of the Offered Shares;

         (i)      all other costs and expenses incident to the performance of
                  the obligations of the Company hereunder for which provision
                  is not otherwise made in this Section; and

         (j)      in the event that the offering of Offered Shares contemplated
                  hereby is terminated as a result of a default by Creo or for
                  any other reason within the control of Creo, all costs and
                  expenses of the Underwriters, including fees and disbursements
                  of their counsel.

         It is understood that, except as provided in this Section 7 or in
Section 8 hereof, the Underwriters will pay all of their own costs and expenses,
including the fees, disbursements and expenses of their counsel, transfer taxes
on resale of any of the Offered Shares by them and any advertising expenses
associated with any offers they may make.

8.       INDEMNITY AND CONTRIBUTION.

         (a)      The Company agrees to indemnify and hold harmless each
                  Underwriter, each person, if any, who controls any Underwriter
                  within the meaning of either Section 15 of the Securities Act
                  or Section 20 of the Exchange Act and all directors, officers,
                  employees and agents of any Underwriter, from and against any
                  and all losses (except loss of profits), claims, damages and
                  liabilities (including, without limitation, any legal or other
                  expenses reasonably incurred in connection with defending or
                  investigating any such action or claim) caused by any untrue
                  statement or alleged untrue statement of a material fact
                  included or incorporated by reference in the Registration
                  Statement or any amendment thereof or any omission or alleged
                  omission to state therein a material fact required to be
                  stated therein or necessary to make the statements therein not
                  misleading, or caused by any untrue statement or alleged
                  untrue statement of a material fact included or incorporated
                  by reference in any preliminary prospectus, the Canadian
                  Prospectus, the U.S. Prospectus or any Supplementary Material
                  (as amended or supplemented if the Company shall have
                  furnished any amendments or supplements thereto), or the
                  omission or alleged omission to state therein a material fact
                  necessary in order to make the

                                      -18-


                  statements therein, in light of the circumstances under which
                  they were made, not misleading, except insofar as such losses,
                  claims, damages or liabilities are caused by any such untrue
                  statement or omission or alleged untrue statement or omission
                  based upon information relating to any Underwriter furnished
                  to the Company in writing by any Underwriter through RBC DS
                  expressly for use therein.

         (b)      Each Underwriter agrees, severally and not jointly, to
                  indemnify and hold harmless the Company, the directors of the
                  Company, the officers of the Company who sign the Registration
                  Statement and each person, if any, who controls the Company
                  within the meaning of either Section 15 of the Securities Act
                  or Section 20 of the Exchange Act to the same extent as the
                  foregoing indemnity from the Company to such Underwriter, but
                  only with reference to information relating to any Underwriter
                  furnished to the Company in writing by such Underwriter
                  through RBC DS expressly for use in the Registration
                  Statement, any preliminary prospectus, the Canadian
                  Prospectus, the U.S. Prospectus or any Supplementary Material
                  or any amendment or supplement thereto.

         (c)      In case any proceeding (including any governmental
                  investigation) shall be instituted involving any person in
                  respect of which indemnity may be sought pursuant to paragraph
                  (a) or (b) of this Section 8, such person (the "indemnified
                  party") shall promptly notify the person against whom such
                  indemnity may be sought (the "indemnifying party") in writing
                  and the indemnifying party, upon request of the indemnified
                  party, shall retain counsel reasonably satisfactory to the
                  indemnified party to represent the indemnified party and any
                  others the indemnifying party may designate in such proceeding
                  and shall pay the fees and disbursements of such counsel
                  related to such proceeding. In any such proceeding, any
                  indemnified party shall have the right to retain its own
                  counsel, but the fees and expenses of such counsel shall be at
                  the expense of such indemnified party unless: (i) the
                  indemnifying party and the indemnified party shall have
                  mutually agreed in writing to the retention of such counsel;
                  or (ii) the named parties to any such proceeding include both
                  the indemnifying party and the indemnified party and
                  representation of both parties by the same counsel would be
                  inappropriate due to actual or potential differing interests
                  between them. It is understood that the indemnifying party
                  shall not, in respect of the legal expenses of any indemnified
                  party in connection with any proceeding or related proceedings
                  in the same jurisdiction, be liable for the fees and expenses
                  of more than one separate firm (in addition to any local
                  counsel) for all such indemnified parties and that all such
                  fees and expenses shall be reimbursed as they are incurred.
                  Such firm shall be designated in writing by RBC DS in the case
                  of parties indemnified pursuant to Section 8(a), and by the
                  Company, in the case of parties indemnified pursuant to
                  Section 8(b). The indemnifying party shall not be liable for
                  any settlement of any proceeding effected without its written
                  consent, but if settled with such consent or if there be a
                  final judgment for the plaintiff, the indemnifying party
                  agrees to indemnify the indemnified party from and against any
                  loss or liability by reason of such settlement or judgment.
                  Notwithstanding the foregoing sentence, if at any time an
                  indemnified party shall have requested an indemnifying party
                  to reimburse the indemnified party for fees and expenses of
                  counsel as contemplated by the second and third sentences of
                  this paragraph, the indemnifying party agrees that it shall be
                  liable for any settlement of any proceeding effected without
                  its written consent if: (i) such settlement is entered into
                  more than 45 days after receipt by such indemnifying party of
                  the aforesaid request; (ii) such indemnifying party shall have
                  received notice of the terms of such settlement at least 30
                  days prior to such settlement being entered into; and (iii)
                  such indemnifying party shall not have reimbursed the
                  indemnified party in accordance

                                      -19-


                  with such request prior to the date of such settlement. No
                  indemnifying party shall, without the prior written consent of
                  the indemnified party, effect any settlement of any pending or
                  threatened proceeding in respect of which any indemnified
                  party is or could have been a party and indemnity could have
                  been sought hereunder by such indemnified party, unless such
                  settlement includes an unconditional release of such
                  indemnified party from all liability on claims that are the
                  subject matter of such proceeding. Notwithstanding the second
                  preceding sentence, if at any time an indemnified party shall
                  have requested an indemnifying party to reimburse the
                  indemnified party for fees and expenses of counsel, an
                  indemnifying party shall not be liable for any settlement
                  effected without its consent if such indemnifying party: (i)
                  reimburses such indemnified party in accordance with such
                  request to the extent it considers such request to be
                  reasonable; and (ii) provides written notice to the
                  indemnified party substantiating the unpaid balance as
                  unreasonable, in each case prior to the date of such
                  settlement.

         (d)      To the extent the indemnification provided for in paragraph
                  (a) or (b) of this Section 8 is unavailable to an indemnified
                  party or insufficient in respect of any losses, claims,
                  damages or liabilities referred to therein, then each
                  indemnifying party under such paragraph, in lieu of
                  indemnifying such indemnified party thereunder, shall
                  contribute to the amount paid or payable by such indemnified
                  party as a result of such losses, claims, damages or
                  liabilities: (i) in such proportion as is appropriate to
                  reflect the relative benefits received by the Company on the
                  one hand and the Underwriters on the other hand from the
                  offering of the Offered Shares; or (ii) if the allocation
                  provided by clause (i) above is not permitted by applicable
                  law, in such proportion as is appropriate to reflect not only
                  the relative benefits referred to in clause (i) above but also
                  the relative fault of the Company on the one hand and of the
                  Underwriters on the other hand in connection with the
                  statements or omissions that resulted in such losses, claims,
                  damages or liabilities, as well as any other relevant
                  equitable considerations. The relative benefits received by
                  the Company on the one hand and the Underwriters on the other
                  hand in connection with the offering of the Offered Shares
                  shall be deemed to be in the same respective proportions as
                  the net proceeds from the offering of the Offered Shares
                  (before deducting expenses) received by the Company and the
                  total underwriting discounts and commissions received by the
                  Underwriters, in each case as set forth in the table on the
                  cover of the Canadian Prospectus and U.S. Prospectus, bear to
                  the aggregate Purchase Price of the Offered Shares. The
                  relative fault of the Company on the one hand and the
                  Underwriters on the other hand shall be determined by
                  reference to, among other things, whether the untrue or
                  alleged untrue statement of a material fact or the omission or
                  alleged omission to state a material fact relates to
                  information supplied by the Company or by the Underwriters and
                  the parties' relative intent, knowledge, access to information
                  and opportunity to correct or prevent such statement or
                  omission. For purposes of this paragraph (d), each person, if
                  any, who controls an Underwriter within the meaning of Section
                  15 of the Securities Act or Section 20 of the Exchange Act,
                  and all directors, officers, employees and agents of any
                  Underwriter, shall have the same rights to contribution as
                  such Underwriter, and each director of the Company, each
                  officer of the Company who signed the Registration Statement
                  or the Canadian Prospectus, and each person, if any, who
                  controls the Company within the meaning of Section 15 of the
                  Securities Act or Section 20 of the Exchange Act shall have
                  the same rights to contribution as the Company. The
                  Underwriters' respective obligations to contribute pursuant to
                  this Section 8 are several in proportion to the respective
                  number of Offered Shares they have purchased hereunder, and
                  not joint.

                                      -20-


         (e)      The Company and the Underwriters agree that it would not be
                  just or equitable if contribution pursuant to this Section 8
                  were determined by pro rata allocation (even if the
                  Underwriters were treated as one entity for such purpose) or
                  by any other method of allocation that does not take account
                  of the equitable considerations referred to in paragraph (d)
                  of this Section 8. The amount paid or payable by an
                  indemnified party as a result of the losses, claims, damages
                  and liabilities referred to in the immediately preceding
                  paragraph shall be deemed to include, subject to the
                  limitations set forth above, any legal or other expenses
                  reasonably incurred by such indemnified party in connection
                  with investigating or defending any such action or claim.
                  Notwithstanding the provisions of this Section 8, no
                  Underwriter shall be required to contribute any amount in
                  excess of the amount by which the total price at which the
                  Offered Shares underwritten by it and distributed to the
                  public were offered to the public exceeds the amount of any
                  damages that such Underwriter has otherwise been required to
                  pay by reason of such untrue or alleged untrue statement or
                  omission or alleged omission. No person guilty of fraudulent
                  misrepresentation (within the meaning of Section 11(f) of the
                  Securities Act) shall be entitled to contribution from any
                  person who was not guilty of such fraudulent
                  misrepresentation. The remedies provided for in this Section 8
                  are not exclusive and shall not limit any rights or remedies
                  which may otherwise be available to any indemnified party at
                  law or in equity.

         (f)      The indemnity and contribution provisions contained in this
                  Section 8 and the representations, warranties and other
                  statements of the Company contained in this Agreement shall
                  remain operative and in full force and effect regardless of:
                  (i) any termination of this Agreement; (ii) any investigation
                  made by or on behalf of any Underwriter or any person
                  controlling any Underwriter, or the Company, its officers or
                  directors or any person controlling the Company; and (iii)
                  acceptance of and payment for any of the Offered Shares.

9.       TERMINATION.

         (a)      If the Company does not comply in all material respects with
                  the conditions hereof, and such non-compliance does or, in the
                  opinion of any of the Underwriters, would reasonably be
                  expected to prevent, restrict or otherwise adversely affect
                  the distribution of the Offered Shares in accordance with the
                  terms hereof or, in the opinion of any of the Underwriters,
                  would reasonably be expected to impact adversely on the
                  investment quality or marketability of the Offered Shares in
                  any of the jurisdictions in which the Offered Shares may be
                  sold under the terms hereof, any Underwriter may terminate its
                  obligations hereunder by written notice to that effect given
                  to the Company on or prior to the time of closing on the
                  Closing Date (the "Closing Time") and in such event such
                  Underwriter's obligations shall be at an end. It is understood
                  that the Underwriters may waive in whole or in part
                  non-compliance with any of the conditions contained herein or
                  extend the time for compliance therewith without prejudice to
                  such rights in respect of any other condition or conditions or
                  any other or subsequent breach or non-compliance, provided
                  that any such waiver or extension shall be binding upon the
                  Underwriters only if the same is in writing.

         (b)      If, after the date hereof and prior to the Closing Time, there
                  shall occur any material adverse change (actual, anticipated,
                  contemplated or threatened, financial or otherwise) in the
                  business, affairs, operations, assets, liabilities (contingent
                  or otherwise), capital or control of the Company and its
                  subsidiaries taken as a whole (the "Condition of the

                                      -21-


                  Company") or the Underwriters become aware of any undisclosed
                  material adverse information relating to the Company and its
                  subsidiaries taken as a whole, or other adverse material
                  development which, in the opinion of any of the Underwriters,
                  acting reasonably, would:

                  (i)     have a material adverse effect on the value or market
                          price of the Offered Shares or the investment quality
                          or marketability of the Offered Shares or any other
                          securities of the Company, or

                  (ii)    result in the purchasers of a material amount of the
                          Offered Shares exercising their right under applicable
                          legislation to withdraw from their purchase of Offered
                          Shares,

                  then each of the Underwriters shall be entitled, at its
                  option, to terminate its obligations under this Agreement by
                  written notice to that effect given to the Company at or prior
                  to the Closing Time.

         (c)      If at any time during the period commencing on the date hereof
                  and ending at the Closing Time there shall develop, occur or
                  come into effect or existence any event, action, state,
                  condition or major financial occurrence of national or
                  international consequence, including any act of terrorism, war
                  or like event, or any law or regulation, or there shall be an
                  escalation of hostilities involving the United States or
                  Canada, any of which in the opinion of any of the
                  Underwriters, acting reasonably, seriously adversely affects,
                  or involves, or would seriously adversely affect, or involve,
                  the Canadian, United States or international financial markets
                  or the Condition of the Company, each of the Underwriters
                  shall be entitled, at its option, to terminate its obligations
                  under this Agreement by written notice to that effect given to
                  the Company at or prior to the Closing Time.

         (d)      If after the date hereof and prior to the Closing Time, there
                  shall occur any change in any applicable securities laws,
                  rules, regulations or policies, or if any enquiry, action,
                  suit, investigation or other proceeding, whether formal or
                  informal, in relation to the Company or the distribution of
                  the Offered Shares should be announced, instituted or
                  threatened or any order under or pursuant to any laws or
                  regulations of Canada or of any of the Qualifying Provinces or
                  of the United States or of any of the states thereof or by any
                  relevant stock exchanges or any other regulatory or
                  governmental authority should be made or issued (except for
                  any such order based upon the activities or the alleged
                  activities of the Underwriters and not of the Company) which,
                  in the reasonable opinion of any of the Underwriters, operates
                  to prevent or restrict the trading or the distribution of the
                  Offered Shares or seriously adversely affects or will
                  seriously adversely affect the value or market price of the
                  Offered Shares or the investment quality or marketability of
                  the Offered Shares, each of the Underwriters shall be
                  entitled, at its option, to terminate its obligations under
                  this Agreement by written notice to that effect given to the
                  Company at or prior to the Closing Time.

         (e)      Any termination by any of the Underwriters pursuant to the
                  provisions hereof shall be effected by notice in writing
                  delivered or telecopied to Creo at its address as herein set
                  forth. The rights of termination contained in Sections (a),
                  (b), (c) or (d) above are in addition to any other rights or
                  remedies the Underwriters may have in respect of any default,
                  misrepresentation, act or failure to act of the Company in
                  respect of any matters contemplated by this Agreement. In the
                  event of any such termination, there shall be no

                                      -22-


                  further liability on the part of the Company or the
                  Underwriters except for any liability provided for in Sections
                  7 and 8 hereof.

10.      UNDERWRITERS' OBLIGATIONS The Underwriters' obligations to purchase the
Offered Shares in accordance with this Agreement shall be several and not joint
in that each of the Underwriters shall severally be obligated to purchase only
the percentage of the aggregate number of Offered Shares set opposite its name
as follows:

                                                                   
RBC Dominion Securities Inc.                                          42.11%
BMO Nesbitt Burns Inc.                                                15.79%
TD Securities Inc.                                                    15.79%
Merrill Lynch Canada Inc.                                             10.53%
Dundee Securities Corporation                                          5.26%
Raymond James Ltd.                                                     5.26%
Sprott Securities Inc.                                                 5.26%



If an Underwriter (a "Refusing Underwriter") does not complete the purchase and
sale of the Offered Shares which that Underwriter has agreed to purchase under
this Agreement (other than in accordance with Section 9) (the "Defaulted
Shares"), RBC DS may delay the Closing Date for not more than five days and the
remaining Underwriters (the "Continuing Underwriters") will be entitled, at
their option, to purchase all but not less than all of the Defaulted Shares pro
rata according to the number of Offered Shares to have been acquired by the
Continuing Underwriters under this Agreement or in any proportion agreed upon,
in writing, by the Continuing Underwriters. If no such arrangement has been made
and the number of Defaulted Shares to be purchased by the Refusing
Underwriter(s) does not exceed 10% of the Offered Shares, the Continuing
Underwriters will be obligated to purchase the Defaulted Shares on the terms set
out in this Agreement in proportion to their obligations under this Agreement.
If the number of Defaulted Shares to be purchased by Refusing Underwriters
exceeds 10% of the Offered Shares, the Continuing Underwriters will not be
obliged to purchase the Defaulted Shares and, if the Continuing Underwriters do
not elect to purchase the Defaulted Shares:

         (a)      the Continuing Underwriters will not be obliged to purchase
                  any of the Offered Shares;

         (b)      the Company will not be obliged to sell less than all of the
                  Offered Shares; and

         (c)      the Company will be entitled to terminate its obligations
                  under this Agreement arising from its acceptance of this offer
                  to purchase the Offered Shares, in which event there will be
                  no further liability on the part of the Company or the
                  Continuing Underwriters, except pursuant to the provisions of
                  Sections 7 and 8.

         Nothing in this Agreement obliges the Company to sell under this
Agreement less than all the Offered Shares or will relieve from responsibility
to the Company under this Agreement any Underwriter that has defaulted in its
obligation to purchase its applicable percentage of the aggregate number of such
Offered Shares to be sold hereunder.

11.      COUNTERPARTS. This Agreement may be signed in two or more counterparts,
each of which shall be an original, with the same effect as if the signatures
thereto and hereto were upon the same instrument.

12.      APPLICABLE LAW. This Agreement shall be governed by and construed in
accordance with the laws of the Province of British Columbia and federal laws of
Canada applicable therein. All parties hereby attorn to the exclusive
jurisdiction of the courts of the Province of British Columbia to settle all
disputes which may arise hereunder or in connection herewith.

                                      -23-


13.      HEADINGS. The headings of the sections of this Agreement have been
inserted for convenience of reference only and shall not be deemed a part of
this Agreement.

14.      NOTICES. All notices and other communications shall be in writing and
shall be deemed to have been duly given if mailed or transmitted by any standard
form of telecommunication. Notices shall, in the case of notice to Creo, be
addressed and sent to 3700 Gilmore Way, Burnaby, British Columbia, V5G 4M1,
Attention: General Counsel (with a copy to Getz Prince Wells, Barristers &
Solicitors, Suite 1810, 1111 West Georgia Street, Vancouver, British Columbia,
V6E 4M3, Attention: Leon Getz) and, in the case of notice to the Underwriters,
shall be addressed and sent to RBC Dominion Securities Inc., 2100 - 666 Burrard
Street, Vancouver, British Columbia, V6C 3C7, Attention: Jill Gardiner (with a
copy to Osler, Hoskin & Harcourt LLP, Box 50, 1 First Canadian Place, Toronto,
Ontario, M5X 1B8, Attention: Douglas R. Marshall). Creo and the Underwriters may
change their respective addresses for notices by notice given in the manner
aforesaid.

15.      REPRESENTATIVE OF UNDERWRITERS. The Underwriters agree that any
agreement, waiver, order, notice (other than a notice pursuant to Section 9),
direction, receipt or other action to be made, given or taken by the
Underwriters hereunder may be made or given by RBC DS on behalf of each of the
Underwriters.

16.      TIME OF ESSENCE. Time shall be of the essence in this Agreement.

17.      REPRESENTATIONS, WARRANTIES AND AGREEMENTS SURVIVE CLOSING. The
representations, warranties and agreements herein contained shall survive the
purchase by the Underwriters of the Offered Shares and shall continue in full
force and effect unaffected by any subsequent disposition of the Offered Shares.

                                      -24-


         If the foregoing is in accordance with your understanding, will you
please confirm your acceptance by signing below in the place indicated.

                                        Yours truly,

                                        RBC DOMINION SECURITIES INC.

                                        By: ____________________________________
                                            Authorized Signatory

                                        BMO NESBITT BURNS INC.

                                        By: ____________________________________
                                            Authorized Signatory

                                        TD SECURITIES INC.

                                        By: ____________________________________
                                            Authorized Signatory

                                        MERRILL LYNCH CANADA INC.

                                        By: ____________________________________
                                            Authorized Signatory

                                        DUNDEE SECURITIES CORPORATION

                                        By: ____________________________________
                                            Authorized Signatory

                                        RAYMOND JAMES LTD.

                                        By: ____________________________________
                                            Authorized Signatory

                                        SPROTT SECURITIES INC.

                                        By: ____________________________________
                                            Authorized Signatory

CREO INC.

By: ____________________________________
    Authorized Signatory

By: ____________________________________
    Authorized Signatory

                                      -25-


                                   SCHEDULE I

                          LIST OF MATERIAL SUBSIDIARIES



NAME OF SUBSIDIARY                               JURISDICTION OF INCORPORATION
- ------------------                               -----------------------------
                                              
Creo Americas, Inc.                              Washington, U.S.
Creo IL Ltd.                                     Israel
Creo EMEA S.A.                                   Belgium
Creo Asia Pacific Limited                        Hong Kong
Creo Japan Inc.                                  Japan



                                   SCHEDULE II

                          OPINION OF GETZ PRINCE WELLS

   o   , 2004

RBC Dominion Securities Inc.
BMO Nesbitt Burns Inc.
TD Securities Inc.
Merrill Lynch Canada Inc.
Dundee Securities Corporation
Raymond James Ltd.
Sprott Securities Inc.

- -and-

Osler Hoskin & Harcourt LLP
Dear Sirs:
                 RE: CREO INC. - ISSUE OF    o    COMMON SHARES

We have acted as Canadian counsel to Creo Inc. (the "Company") in connection
with the issue by the Company and the purchase by RBC Dominion Securities Inc.,
BMO Nesbitt Burns Inc., TD Securities Inc., Merrill Lynch Canada Inc., Dundee
Securities Corporation, Raymond James Ltd., and Sprott Securities Inc.
(collectively, the "Underwriters") of    o    common shares (the "Shares")
pursuant to an underwriting agreement (the "Underwriting Agreement") dated    o
, 2004 among the Underwriters and the Company. This opinion is delivered to you
pursuant to Section 5(g) of the Underwriting Agreement. All capitalized terms
used but not defined herein shall have the meanings ascribed to such terms in
the Underwriting Agreement.

A.    DOCUMENTATION

As such counsel, we have participated in the preparation of the following
documents and agreements:

      (a)   the executed Underwriting Agreement; and

      (b)   the preliminary short form prospectus of the Company dated    o   ,
            2004 (the "Canadian Preliminary Prospectus") and the final short
            form prospectus of the Company dated    o   , 2004 (both in the
            English and French languages, together with the documents
            incorporated therein by reference) (the "Canadian Final Prospectus")
            as filed by the Company with the British Columbia Securities
            Commission (the "Reviewing Authority") and the Canadian securities
            regulatory authorities (the "Qualifying Authorities") of each of the
            other provinces of Canada (together with British Columbia, the
            "Qualifying Provinces") relating to the offering of the Shares (the
            Canadian Final Prospectus together with the Canadian Preliminary
            Prospectus are referred to herein as the "Canadian Prospectus").



We have made such investigations and examined originals or copies, certified or
otherwise identified to our satisfaction, of public and corporate records,
documents and certificates of governmental authorities and officers of the
Company as we have considered necessary or appropriate to enable us to express
the opinions hereinafter set forth, including:

      (a)   certificates, dated the date hereof, of officers of the Company as
            to certain factual matters (the "Officers' Certificates");

      (b)   (1) the registration statement on Form F-10 (Registration No.
               o   ) filed by the Company under the United States Securities Act
            of 1933, as amended (the "Securities Act"), with the United States
            Securities and Exchange Commission (the "Commission") on    o   ,
            2004; (2) Amendment No. 1 thereto filed by the Company under the
            Securities Act with the Commission on    o   , 2004; and (3) copies
            of the related prospectuses contained therein (the final prospectus
            dated    o   , 2004, including the documents incorporated by
            reference therein, in the form in which it was filed by the Company
            with the Commission under the Securities Act, is hereinafter
            referred to as the "U.S. Prospectus");

      (c)   the conditional approval letter of the Toronto Stock Exchange (the
            "Exchange") dated    o   , 2004 (the "Approval Letter"), pursuant to
            which the Exchange has accepted notice of the distribution of the
            Shares and has approved the listing of the Shares subject to the
            satisfaction of certain conditions (the "Listing Conditions")
            specified in the Approval Letter;

      (d)   a specimen form of the certificate (the "Specimen Certificate") used
            to evidence the Shares;

      (e)   a global share certificate (the "Share Certificate") representing
            the Shares; and

      (f)   a certificate dated    o   , 2004 of the registrar and transfer
            agent of the Company (the "Transfer Agent's Certificate"); and

      (g)   the Final Mutual Reliance Review System Decision Document dated
               o   , 2004 issued by the Reviewing Authority,

copies of which have been provided to you. We have also considered such
questions of law as we have deemed relevant to enable us to express the opinions
hereinafter set forth.

B.    JURISDICTION

We are solicitors qualified to practise law only in the Province of British
Columbia, Canada and, except to the extent that we rely upon opinions of other
counsel as set out herein, we express no opinion as to any laws or any matters
governed by any laws other than the laws of the Province of British Columbia,
Canada and the federal laws of Canada applicable therein.

Insofar as the opinions expressed in paragraphs 2, 6, 11, 12, 16 and 17 below,
relate to matters governed by laws other than the laws of British Columbia or
the federal laws of Canada applicable therein, we have relied, with your
consent, solely upon opinions of local counsel in each applicable jurisdiction,
dated the date hereof, as to the laws of such jurisdiction, copies of which
opinions are attached hereto.

                                     - 2 -


In expressing the opinions set forth in paragraphs 3, 5 and 12 below with
respect to the subsidiaries of the Company set out in Schedule "A" to this
opinion (each a "Material Subsidiary" and collectively the "Material
Subsidiaries"), we have relied, with your consent, solely upon opinions of
   o   ,    o    and    o   , dated the date hereof, copies of which opinions
are attached hereto.

We have not independently considered the matters covered by the opinions of
local counsel on which we have relied to the extent necessary to enable us to
express the conclusions stated in such opinions and, accordingly, we do not
express any opinion on the matters contained in such opinions. We have assumed
that all appropriate investigations and inquiries, whether or not referred to
expressly in such opinions, were made and conducted and that no matters were
disclosed as a result of such investigations and inquiries which might have
required a qualification to any such opinions. Subject to this qualification, we
believe that both you and we are entitled to rely on such opinions. To the
extent that any of the opinions of local counsel upon which we have relied are
based upon any assumption, are given in reliance on any certificate or other
document or are made subject to any limitation, qualification or exception, our
opinions given in reliance thereon are based on the same assumptions, are given
in reliance on the same certificate or document and are subject to the same
limitations, qualifications or exceptions.

C.    ASSUMPTIONS

For the purposes of the opinions set out herein we have assumed, with your
consent:

      (a)   the genuineness of all signatures, the authenticity of all documents
            submitted to us as originals, the conformity to authentic, original
            documents of all documents submitted to us as certified, conformed,
            photostatic or facsimile copies and the authority of all corporate
            and governmental signatories (other than officers and directors of
            the Company).

      (b)   in rendering the opinion expressed in paragraph 8 below, we have
            assumed that the Underwriting Agreement constitutes valid and
            legally binding obligations of the several Underwriters, enforceable
            against them in accordance with its terms, subject to the
            qualifications set out in Section F below and that the Underwriting
            Agreement has been unconditionally delivered by the signatories
            thereto.

D.    RELIANCES

In expressing the opinions set forth in paragraphs 2, 4, 5, 12 and 14 below we
have, with your consent, relied on the Officers' Certificates as to certain
factual matters.

In expressing the opinion set forth in paragraph 1 below, we have, with your
consent, relied solely on a certificate of compliance dated    o   , 2004 issued
by Industry Canada, a copy of which has been delivered to you.

In expressing the opinion set forth in paragraph 2 below, with respect to the
Company's status in British Columbia, we have relied solely upon a certificate
of good standing dated    o   , 2004 issued by the Registrar of Companies under
the Company Act (British Columbia), a copy of which has been delivered to you.

                                     - 3 -


In expressing the opinion set forth in paragraph 4 below, with respect to the
number of issued and outstanding shares in the capital of the Company, we have,
with your consent, relied solely on the Transfer Agent's Certificate.

In expressing the opinion set forth in paragraph 6, we have, with your consent,
relied solely on certificates from each of the Qualifying Authorities as to the
reporting status of the Company. In expressing the opinion in paragraph 11 we
have, with your consent, for the purposes of determining how the Reviewing
Authority interprets and applies such law, rules and regulations, reviewed only
the written policies, blanket orders and rulings of the Reviewing Authority and
any other matters raised by the staff of the Reviewing Authority in connection
with the filing of the Canadian Final Prospectus.

In expressing the opinion in paragraph 15 below, we have relied solely on the
Approval Letter.

The knowledge referred to in paragraphs 5, 10, 12 and 14 below is derived solely
from the Officers' Certificates, and from a review of our own records maintained
in our Vancouver office and inquiries of our lawyers who we have determined, in
the ordinary course of their respective practices, to have knowledge of the
matters covered by those opinions. We have made no independent investigation to
verify the accuracy or completeness of our knowledge, and in particular, we have
not conducted searches in the public records of any court or any federal,
provincial or other governmental department, commission, board, agency or
instrumentality.

E.    OPINIONS

Based on and subject to the foregoing, and subject to the qualifications
hereinafter expressed, we are of the opinion that:

1.    The Company has been duly incorporated under the laws of Canada, is
      validly existing, has been neither discontinued nor dissolved, has sent to
      the Director appointed under the Canada Business Corporations Act the
      annual returns required to be sent to the Director and has full corporate
      power and capacity to own or lease, as the case may be, and to operate its
      properties and assets and carry on its business.

2.    The Company has been duly registered or qualified for the transaction of
      business, and is otherwise in good standing, as an extra-provincial
      corporation under the laws of each province of Canada in which it owns or
      leases properties or conducts any business as to require such registration
      or qualification, as the case may be, and where failure to do so would
      have a material adverse effect on the financial position or business of
      the Company.

3.    Each Material Subsidiary has been duly incorporated or organized, as the
      case may be, and validly exists under the laws of the jurisdiction in
      which it is chartered or organized and has full corporate power and
      capacity to own or lease, as the case may be, and to operate its
      properties and assets and carry on its business.

4.    The Company has an authorized capitalization as set forth in the Canadian
      Prospectus, and as of    o   , 2004, there were    o    common shares and
      no preference shares issued and outstanding. All of the issued and
      outstanding shares in the capital of the Company have been duly and
      validly authorized and issued as fully paid and non-assessable.

                                     - 4 -


5.    All the outstanding shares of capital stock of each Material Subsidiary
      have been duly and validly authorized and issued and are fully paid and
      non-assessable and all outstanding shares of capital stock of the Material
      Subsidiaries are beneficially owned by the Company, directly or
      indirectly, to our knowledge, free and clear of any perfected security
      interest or any other security interest, claim, lien or encumbrance.

6.    The Company is a reporting issuer in the Province of British Columbia, and
      it is not in default of filing financial statements required under the
      B.C. Act, or paying fees and charges prescribed by the Securities
      Regulation, B.C. Reg. 196/97, related to those filings. The Company is
      also a reporting issuer in those of the Qualifying Provinces where the
      concept of a reporting issuer exists and is not on the list of defaulting
      issuers maintained by the relevant Qualifying Authorities.

7.    The Shares have been duly authorized and allotted for issuance and, when
      issued, paid for and delivered in accordance with the terms of the
      Underwriting Agreement, will be validly issued, fully paid and
      non-assessable, and the issuance of such Shares will not be subject to any
      pre-emptive or similar rights.

8.    The Company has all necessary corporate power and capacity to issue the
      Shares, to enter into the Underwriting Agreement and to carry out its
      obligations thereunder and the Underwriting Agreement has been duly
      authorized, executed and delivered by the Company and constitutes a valid
      and binding agreement which is enforceable against the Company in
      accordance with its terms.

9.    The Specimen Certificate has been duly approved by the directors of the
      Company and is in compliance with all legal requirements related thereto,
      including the requirements of the Canada Business Corporations Act, and
      the articles and by-laws of the Company and the requirements of the
      Exchange, and the Share Certificates have been duly executed, issued and
      delivered by the Company and countersigned by Computershare Trust Company
      of Canada.

10.   To our knowledge, no order ceasing or suspending the distribution of the
      Shares has been issued by any Canadian securities regulatory authority and
      no proceeding for that purpose has been initiated or threatened by any
      Canadian securities regulatory authority.

11.   All necessary documents have been filed, all requisite proceedings have
      been taken and all approvals, permits, consents and authorizations of the
      appropriate regulatory authorities have been obtained by the Company under
      the securities laws of the Province of British Columbia and each of the
      Qualifying Provinces to qualify the Shares for distribution to the public
      in the Province of British Columbia and each of the Qualifying Provinces
      through persons or companies who are registered in an appropriate category
      of registration under the securities laws of the Province of British
      Columbia and each of the Qualifying Provinces and who have complied with
      the relevant provisions of such applicable laws.

12.   To our knowledge, there are no legal or governmental proceedings pending
      or threatened to which the Company or any of its Material Subsidiaries is
      a party or to which any of the properties of the Company or any of its
      Material Subsidiaries is subject that are required to be described in the
      Canadian Prospectus and are not so described.

                                     - 5 -


13.   There are no reports or other information that in accordance with the
      requirements of the Reviewing Authority must be made publicly available in
      connection with the offering of the Shares that have not been made
      publicly available as required.

14.   The execution and delivery by the Company of, and the performance by the
      Company of its obligations under, the Underwriting Agreement will not
      contravene any provision of the Canada Business Corporations Act or of
      applicable laws of British Columbia or the federal laws of Canada
      applicable therein or conflict with or result in a breach or default under
      the articles of incorporation or by-laws of the Company, or to our
      knowledge, any judgment, order or decree of any Canadian federal body or
      British Columbia governmental agency or court having jurisdiction over the
      Company and no consent, approval, authorization or order of, or
      qualification with, any Canadian federal or British Columbia governmental
      body or agency is required for the performance by the Company of its
      obligations under the Underwriting Agreement, except such as may be
      required by the Exchange.

15.   The Shares have been conditionally approved for listing on the Exchange
      and, subject to the satisfaction of the Listing Conditions, no filing,
      proceeding, approval, consent or authorization is required to be made,
      taken or obtained from the Exchange in connection with the issuance or
      sale of the Shares.

16.   Subject to compliance with the prudent investment standards and general
      investment provisions of the statutes referred to below, (and, where
      applicable the regulations thereunder) and, in certain cases, subject to
      the satisfaction of additional requirements relating to investment or
      lending policies, procedures or goals, the Shares are, at the date hereof,
      not precluded as investments under the following statutes:

      (a)   Insurance Companies Act (Canada);

      (b)   Trust and Loan Companies Act (Canada);

      (c)   Pension Benefits Standards Act, 1985 (Canada);

      (d)   Financial Institutions Act (British Columbia);

      (e)   Pension Benefits Standards Act (British Columbia);

      (f)   Loan and Trust Corporations Act (Alberta);

      (g)   Employment Pension Plans Act (Alberta);

      (h)   Insurance Act (Alberta);

      (i)   The Pension Benefits Act, 1992 (Saskatchewan);

      (j)   The Pension Benefits Act (Manitoba);

      (k)   The Insurance Act (Manitoba);

                                     - 6 -


      (l)   Loan and Trust Corporations Act (Ontario);

      (m)   Pension Benefits Act (Ontario);

      (n)   The Trustee Act (Ontario); and

      (o)   Pension Benefits Act (Nova Scotia).

17.   The Shares are, at the date hereof, investments in which:

      (a)   the provisions of an Act Respecting Trust Companies and Savings
            Companies (Quebec) would not preclude investment, at the date of
            original issue, by a trust or savings company, in each case as
            defined under such Act (other than a trust company with respect to
            funds (except deposits) which it administers for other persons),
            subject to compliance with the prudent investment standards
            contained in such Act and subject to the specific provisions of
            Division VI of Chapter 15 of such Act applicable to a Quebec
            company, including the adoption of and adherence to an investment
            policy approved by its board of directors;

      (b)   the provisions of An Act Respecting Insurance (Quebec) would not
            preclude investment, at the date of original issue, by an insurer,
            as defined in such Act, incorporated under the laws of the Province
            of Quebec, other than a guarantee fund corporation, subject to the
            prudent investment criteria found in such Act; and

      (c)   the provisions of the Supplemental Pension Plans Act (Quebec) and
            the regulations thereunder would not preclude the assets of a
            pension plan registered thereunder from being invested, provided
            that such investment complies with the prudent investment standards
            of such Act and provided that where a written investment policy as
            prescribed by such Act has been established and adopted by the
            pension committee for such pension plan, the investment in the
            shares of the Company, if selected by such pension committee or
            delegate thereof, must, in addition, be made in conformity with the
            aforesaid investment policy at the date of original issue,

      subject, in each case, to the general investment provisions and
      restrictions found in such legislation including, without limitation,
      applicable quantitative limitations.

18.   Computershare Trust Company of Canada has been duly appointed as transfer
      agent and registrar for the Common Shares, to carry out such functions at
      its principal transfer offices in Vancouver and Toronto.

F.    QUALIFICATIONS

The opinion set forth in paragraph 8 above is subject to the qualifications that
enforcement may be limited by:

                                     - 7 -


(a)   applicable bankruptcy, insolvency, receivership, fraudulent preference,
      fraudulent conveyance, reorganization, moratorium, arrangement, winding up
      and other similar laws generally affecting the enforcement of the rights
      of creditors or others;

(b)   general principles of equity (whether or not enforcement is considered in
      a proceeding in equity or at law), including the discretion exercisable by
      the court with respect to equitable remedies such as specific performance
      and injunction and the concepts of materiality, reasonableness, good faith
      and fair dealing in the performance and enforcement of a contract required
      of the party seeking its enforcement;

(c)   the discretion exercisable by the court with respect to stays of
      enforcement proceedings and execution of judgments;

(d)   the effect of a vitiating factor such as mistake, misrepresentation,
      fraud, duress or undue influence; and

(e)   the costs of and incidental to proceedings authorized to be taken in court
      or before a judge are under the discretion of the court or judge before
      which such proceedings are brought and a court or judge has full power to
      determine by whom and to what extent the costs of such proceedings shall
      be paid.

As well, in expressing the opinion in paragraph 8 we have assumed that each such
agreement set out therein will be enforced by the court only to the extent that
the court determines that any provision which is unenforceable or invalid can be
severed without impairing the interpretation and application of the remainder of
such agreement.

We express no opinion as to the enforceability of the indemnification and
contribution provisions of Section 8 of the Underwriting Agreement.

This opinion is delivered to the addressees pursuant to the Company's request in
connection with the closing of the above referenced transaction and may be
relied upon by the addressees in connection therewith but not by any other
person or entity or by anyone for any other purpose, nor may it be copied or
quoted by persons other than the addressees, or distributed to persons other
than addressees without our prior written consent. Notwithstanding the
foregoing, Osler Hoskin & Harcourt LLP may rely on this opinion for purposes of
giving its opinions to the Underwriters in accordance with the requirements of
the Underwriting Agreement.

Yours very truly,


                                     - 8 -


                                  SCHEDULE "A"
             to the opinion of Getz Prince Wells dated    o   , 2004
                       Material Subsidiaries of Creo Inc.

Creo Americas, Inc.
Creo IL Ltd.
Creo EMEA S.A.
Creo Asia Pacific Limited
Creo Japan Inc.



                                  SCHEDULE III

                            OPINION OF THORSTEINSSONS

                          LETTERHEAD OF THORSTEINSSONS

   o   , 2004

RBC Dominion Securities Inc.                       Osler, Hoskin & Harcourt LLP
BMO Nesbitt Burns Inc.                             Box 50
TD Securities Inc.                                 1 First Canadian Place
Merrill Lynch Canada Inc.                          Toronto, Ontario
Dundee Securities Corporation                      M5X 1B8
Raymond James Ltd.
Sprott Securities Inc.

Ladies and Gentlemen:

Re Creo Inc. (the "Company") - Sale of    o    common shares without par value
(the "Common Shares")

We have acted as special counsel for the Company with respect to Canadian
federal income-tax related matters in connection with the purchase by RBC
Dominion Securities Inc., BMO Nesbitt Burns Inc., TD Securities Inc., Merrill
Lynch Canada Inc., Dundee Securities Corporation, Raymond James Ltd. and Sprott
Securities Inc. (together, the "Underwriters") from the Company of the Common
Shares pursuant to an underwriting agreement (the "Underwriting Agreement")
dated    o   , 2003 among the Company and the Underwriters.

In that connection, it is our opinion that:

(i)   the statements contained in the Company's prospectus dated    o   , 2003
under the heading "Certain Income Tax Considerations - Certain Canadian Federal
Income Tax Information for United States Residents", insofar as such statements
constitute summaries of the legal matters, documents or proceedings referred to
therein, fairly present the information called for with respect to such legal
matters, documents and procedures and fairly summarize the matters referred to
therein; and

(ii)  the Common Shares are qualified investments under the Income Tax Act
(Canada) and the regulations thereunder (the "Tax Act") for trusts governed by
registered retirement savings plans, registered retirement income funds,
registered education savings plans and deferred profit sharing plans and would
not constitute foreign property for the purposes of the Tax Act.

Yours truly


                                   SCHEDULE IV

                       CRAVATH, SWAINE & MOORE LLP OPINION

                                                                         -, 2004

                                    Creo Inc.
                             Shares of Common Stock

Ladies and Gentlemen:

                  We have acted as special United States counsel for Creo Inc.,
a corporation organized under the Canada Business Corporations Act (the
"Company"), in connection with the purchase by RBC Dominion Securities Inc., BMO
Nesbitt Burns Inc., TD Securities Inc., Merrill Lynch Canada Inc., Dundee
Securities Corporation, Raymond James Ltd. and Sprott Securities Inc.
(collectively, the "Underwriters"), from the Company of   o common shares (the
"Shares") of common stock, no par value, of the Company, pursuant to an
underwriting agreement (the "Underwriting Agreement"), dated March   o   , 2004,
among the Company and the Underwriters.

                  In that connection, we have examined originals, or copies
certified or otherwise identified to our satisfaction, of such documents,
corporate records and other instruments as we have deemed necessary or
appropriate for the purposes of this opinion, including: (a) the Registration
Statement on Form F-10 (Registration No. 333-   o   ) filed with the Securities
and Exchange Commission (the "Commission") on March   o   , 2004, and Amendment
No. 1 thereto filed with the Commission on March  o   , 2004, with respect to
the registration of the Shares under the Securities Act of 1933 (the "Securities
Act") (such Registration Statement, as amended by such Amendment, including the
final U.S. Prospectus dated March   o   , 2004, forming a part thereof (the
"U.S. Prospectus"), being hereinafter referred to as the "Registration
Statement"); (b) the U.S. Prospectus; (c) an appointment of agent for service of
process on the Company on Form F-X in conjunction with the filing of the
Registration Statement; and (d) the Underwriting Agreement.

                  Based on the foregoing, we are of opinion as follows:

                  1.       The Registration Statement has become effective under
         the Securities Act and the Form F-X was filed with the Commission prior
         to the effectiveness of the Registration Statement; and, to our
         knowledge, no stop order suspending the effectiveness of the
         Registration Statement has been issued and, to our knowledge, no
         proceedings for that purpose have been instituted or are pending or are
         contemplated under the Securities Act.

                  2.       The statements made in the U.S. Prospectus under the
         heading "Certain Income Tax Considerations-Certain United States
         Federal Income Tax Considerations", to the extent that the foregoing
         statements constitute matters of law or legal conclusions have been
         reviewed by us and fairly present the information disclosed therein in
         all material respects.

                  3.       The execution and delivery by the Company of, and the
         performance by the Company of its obligations under, the Underwriting
         Agreement will not contravene any provision of applicable United States
         Federal or New York State law or, to the best of our knowledge, any
         judgment, order or decree of any United States Federal or New York
         State governmental body, agency or court having jurisdiction over the
         Company, and no consent, approval, authorization or order of, or
         qualification with, any United States Federal or New York State
         governmental body or agency is required for the issue and sale of the
         Shares or for the



         performance by the Company of its obligations under the Underwriting
         Agreement, except such as may be required by the securities or Blue Sky
         laws of the various states in connection with the offer and sale of the
         Shares.

                  4.       The Company is not an "investment company" or a
         company controlled by an "investment company" within the meaning of the
         Investment Company Act of 1940, as amended.

                  We are admitted to practice in the State of New York, and we
express no opinion as to any matters governed by any law other than the law of
the State of New York and the Federal law of the United States of America. We do
not purport to pass on any matter governed by the laws of Canada or any province
thereof.

                  At the request of the Company, we are furnishing this opinion
to you, as Representatives, solely for your benefit and the benefit of the
several Underwriters. This opinion may not be relied upon by any other person or
for any other purpose (including by any person that acquires the Shares from the
Underwriters). It may not be used, circulated, quoted or otherwise referred to
for any other purpose, provided that any person may disclose to any other person
the Federal income tax treatment and Federal income tax structure (and materials
relating thereto, including tax opinions, but in any event not including the
identity of the parties) of the transactions referred to in this opinion.

                                            Very truly yours,

RBC Dominion Securities Inc.
BMO Nesbitt Burns Inc.
TD Securities Inc.
Merrill Lynch Canada Inc.
Dundee Securities Corporation
Raymond James Ltd.
Sprott Securities Inc.
  In care of RBC Dominion Securities Inc.
    2100 - 666 Burrard Street
      Vancouver, British Columbia
        Canada V6C 3C7
          CANADA

                                      - 2 -


                                   SCHEDULE IV

                       CRAVATH, SWAINE & MOORE LLP STATEMENT

                                                                      o   , 2004

                                    Creo Inc.
                             Shares of Common Stock

Ladies and Gentlemen:

                  We have acted as special United States counsel for Creo Inc.,
a corporation organized under the Canada Business Corporations Act (the
"Company"), in connection with the purchase by RBC Dominion Securities Inc., BMO
Nesbitt Burns Inc., TD Securities Inc., Merrill Lynch Canada Inc., Dundee
Securities Corporation, Raymond James Ltd. and Sprott Securities Inc.
(collectively, the "Underwriters"), from the Company of   o   common shares (the
"Shares") of common stock, no par value, of the Company, pursuant to an
underwriting agreement (the "Underwriting Agreement"), dated March  o   , 2004,
among the Company and the Underwriters.

                  In that capacity, we participated in conferences with certain
officers, of, and with the accountants and Canadian counsel for, the Company and
with representatives and counsel of the Underwriters concerning the preparation
of (a) the Registration Statement on Form F-10 (Registration No. 333-   o   )
filed with the Securities and Exchange Commission (the "Commission") on March
  o   , 2004, and Amendment No. 1 thereto filed with the Commission on March
  o, 2004, with respect to the registration of the Shares under the Securities
Act of 1933 (the "Securities Act") (such Registration Statement, as amended by
such Amendment, including the final U.S. Prospectus dated March   o   , 2004,
forming a part thereof (the "U.S. Prospectus"), being hereinafter referred to as
the "Registration Statement"); and (b) the U.S. Prospectus. The documents
incorporated by reference in the Registration Statement and the U.S. Prospectus
were prepared and filed by the Company without our participation.

                  Although we have made certain inquiries and investigations in
connection with the preparation of the Registration Statement and the U.S.
Prospectus, the limitations inherent in the role of outside counsel are such
that we cannot and do not assume responsibility for the accuracy or completeness
of the statements made in the Registration Statement and U.S. Prospectus, except
insofar as such statements relate to us and except to the extent set forth in
paragraph 2 of our opinion to you dated the date hereof. Subject to the
foregoing, we confirm to you, on the basis of the information gained in the
course of the performance of the services rendered above, that the Registration
Statement, at the time the Registration Statement became effective, and the U.S.
Prospectus, as of the date hereof (in each case except for the financial
statements and related schedules and other information of an accounting or
financial nature included therein or omitted therefrom, as to which we do not
express any view), appeared or appears on its face to be appropriately
responsive in all material respects to the requirements of the Securities Act
and the applicable rules and regulations of the Commission thereunder.
Furthermore, subject to the foregoing, we hereby advise you that our work in
connection with this matter did not disclose any information that gave us reason
to believe that the Registration Statement, at the time the Registration
Statement became effective, contained an untrue statement of a material fact or
omitted to state a material fact required to be stated therein or necessary to
make the statements therein not misleading, or that the U.S. Prospectus, as of
its date and at the date hereof, includes an untrue statement of a material fact
or omits to state a material fact necessary to make the statements therein, in
the light of the circumstances in which they were made, not misleading (in each
case except for the financial statements and related schedules and other
information of an accounting or financial nature

EX-5.1

                                                                     Exhibit 5.1


INDEPENDENT ACCOUNTANTS' CONSENT

To the Board of Directors
Creo Inc.

We consent to the use of our audit report dated November 6, 2003, except as to
note 19, which is as of December 5, 2003 on the consolidated balance sheets of
Creo Inc. as at September 30, 2003 and 2002, and the consolidated statements of
operations and retained earnings (deficit) and cash flows for each of the years
in the three-year period ended September 30, 2003 incorporated by reference
herein, and to the reference to our firm under the heading "Experts" in the
registration statement (Form F-10) and the related prospectus of Creo Inc.


/s/ KPMG LLP

Chartered Accountants

Vancouver, Canada
March 8, 2004