STOCKHOLDER AGREEMENT





     STOCKHOLDER AGREEMENT (this "Agreement"), dated as of November 9, 2000,

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among Eastman Kodak Company (the "Parent"), Sunfish Acquisition Corporation

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("Merger Subsidiary"), Lumisys Incorporated (the "Company"), Bala S. Manian,

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Ph.D., individually and as trustee of the Manian Revocable Trust and as a

general partner of Saraswati Partners ("Dr. Manian"), and Phillip Berman, M.D.,

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individually and as managing member of the P. Berman Family LLC, which is the

general partner of Sequoia Investments Limited Partnership ("Dr. Berman").

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                                   RECITALS

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     WHEREAS, each of Dr. Manian and Dr. Berman (each of Dr. Manian and Dr.

Berman and their respective affiliates is hereafter individually referred to as

a "Stockholder" and collectively as the "Stockholders") is the record and/or

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beneficial owner of the number of shares of capital stock of the Company set

forth opposite such Stockholder's name on Schedule A attached hereto (such

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shares, together with any other shares of capital stock of the Company acquired

by such Stockholder after the date hereof (including through the exercise of

stock options, warrants or similar rights or the conversion or exchange of

securities) being collectively referred to herein as the "Shares" of such

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Stockholder); and



     WHEREAS, the Board of Directors of the Company has approved the execution

of an Agreement and Plan of Merger, dated as of the date hereof (as the same may

be amended, supplemented or otherwise modified in accordance with its terms, the

"Merger Agreement"), with respect to the merger of the Company and Merger

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Subsidiary (the "Merger"); and

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     WHEREAS, as a condition to and in order to induce Parent to enter into the

Merger Agreement, Parent has required the Stockholders to execute and deliver

this Agreement to the Parent and Merger Subsidiary.



     NOW, THEREFORE, to induce the Parent to enter into, and in consideration of

its entering into the Merger Agreement, and in consideration of the premises and

the representations, warranties and agreements contained herein, the parties,

intending to be legally bound, agree as follows (certain capitalized terms are

used herein with the meanings set forth in Section 10):



     1.   Voting Agreement.

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          (a)  Each Stockholder hereby agrees with the Parent and Merger

Subsidiary that, at any meeting of the Company's stockholders, however called,

or in connection with any written consent of the Company's stockholders

(collectively, the "Company Stockholders Meeting"), the Stockholder shall cause

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the Shares to be present at any such meeting for purposes of establishing and

maintaining a quorum and shall vote (or, if applicable, execute consents in

respect of) the Shares by such Stockholder as of the

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                                      -2-







date of such meeting or written consent, whether heretofore owned or hereafter

acquired: (i) in favor of approval of the Merger Agreement and the transactions

contemplated thereby (including the Merger) and by any of the agreements

referred to therein (the "Transactions"); (ii) against any action or agreement

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that would result in a breach in any respect of any representation, warranty,

agreement or covenant or any other obligation or agreement of the Company under

the Merger Agreement or in connection with the Transactions; and (iii) except as

otherwise agreed to in writing in advance by the Parent, against: (A) any Other

Acquisition (as defined in Section 10(a) below); (B) any change in a majority of

the individuals who, as of the date hereof, constitute the Board of Directors of

the Company; (C) any extraordinary corporate transaction, such as a merger,

consolidation or other business combination involving the Company and any Third

Party (as defined in Section 10(a), the definition of "Other Acquisition"

below); (D) a sale, lease, transfer or disposition of any assets of the Company

or any of its subsidiaries outside the ordinary course of business, or any

assets which are material to its business whether or not in the ordinary course

of business, or a reorganization, recapitalization, dissolution or liquidation

of the Company;(E) any change in the present capitalization of the Company or

any amendment of the Company's Certificate of Incorporation or Bylaws; (F) any

other material change in the Company's corporate structure or affecting its

business, and (G) any other action which is intended, or could reasonably be

expected, to impede, interfere with, delay, postpone or materially adversely

affect the Merger or any of the other transactions contemplated by the Merger

Agreement (including the agreements referred to therein), or any of the

transactions contemplated by this Agreement or change any of the voting rights

of any voting securities of the Company. Each Stockholder hereby agrees with the

Parent and Merger Subsidiary that he will not take any action or enter into any

agreement or understanding with any Person the effect of which would be

inconsistent or violative of the provisions and agreements contained herein.



          (b)  Each Stockholder hereby consents to and authorizes and approves

the actions taken by the Board of Directors of the Company in approving the

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