EMPLOYMENT AGREEMENT



THIS EMPLOYMENT AGREEMENT is made this 31st day of July, 2002, between OEP

Imaging Operating Corporation, a Delaware corporation ("Company"), and William

L. Flaherty (the "Executive").



                                   BACKGROUND.



Pursuant to the terms of the Second Amended and Restated Asset Purchase

Agreement dated as of July 3, 2002 among the Company and Polaroid Corporation

and the Polaroid Subsidiaries identified therein (the "Asset Purchase

Agreement"), the Company will, upon closing under the terms of the Asset

Purchase Agreement, acquire those assets of Polaroid Corporation specified in

that Asset Purchase Agreement. Immediately following that closing, the Company

will change its name to Polaroid Corporation and will begin the operation of its

business using, among others, the assets so acquired. Because of the Executive's

expertise in the business operated by the current Polaroid Corporation, the

Company desires to employ the Executive, and the Executive desires to accept the

Company's offer of employment, on the terms and conditions specified herein.



                                    AGREEMENT



In consideration of the mutual covenants and representations contained herein,

the parties hereto agree as follows:



     1.   TERM.



Company will employ the Executive, and the Executive will serve Company, under

the terms of this Agreement for a term of three (3) years (the "Term")

commencing on the later of the date of this Agreement or the date of the Closing

under the Asset Purchase Agreement (the "Effective Date") and ending on the

third anniversary of the Effective Date. Upon the expiration of that term, and

subject to such other agreements as the Company and the Executive may then enter

into, the Executive will become an "at will" employee of the Company.

Notwithstanding the foregoing, the Executive's employment hereunder may be

earlier terminated, as provided in Section 5 hereof. The term "Employment

Period" as used herein means the period of time between the Effective Date and

the earlier of the termination of the Executive's employment hereunder or the

expiration of the Term.



     2.   EMPLOYMENT.



          (a)  POSITION AND REPORTING. Company hereby employs the Executive for

the Employment Period as its Executive Vice-President and Chief Financial

Officer on the terms and conditions set forth in this Agreement.



          (b)  AUTHORITY AND DUTIES. The Executive shall exercise such

authority, perform such executive duties and functions and discharge such

responsibilities as are (i)



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reasonably associated with the Executive's position, (ii) commensurate with the

authority vested in the Executive's position pursuant to this Agreement and

(iii) consistent with the By-Laws of the Company. Without limiting the

generality of the foregoing, the Executive shall be responsible for the

Company's Controllership, Tax, Treasury and Information Technology Functions,

and shall report directly and be responsible to the Chief Executive Officer of

Company. During the Employment Period, the Executive shall devote his full

business time, skill and efforts to the business of Company. Notwithstanding the

foregoing, the Executive may (i) make and manage passive personal business

investments of his choice (in the case of publicly-held corporations, not to

exceed one percent (1%) of the outstanding voting stock) and serve in any

capacity with any civic, educational or charitable organization, or any trade

association, without seeking or obtaining approval by the Board of Directors of

the Company (the "Board"), provided such activities and service do not

materially interfere or conflict with the performance of his duties hereunder

and (ii) with the approval of the Board, which shall not unreasonably be

withheld, serve on the boards of directors of other corporations.



     3.   COMPENSATION AND BENEFITS.



          (a)  SALARY. During the Employment Period, Company shall pay to the

Executive, as compensation for the performance of his duties and obligations

under this Agreement, a base salary at the rate of $390,000 per annum, payable

in arrears not less frequently than monthly in accordance with the normal

payroll practices of Company. Such base salary shall be subject to review each

year for possible increase by the Board, but shall in no event be decreased from

its then-existing level during the Employment Period.

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