TENDER AGREEMENT



    THIS TENDER AGREEMENT (this "AGREEMENT") is made and entered into as of

September 6, 2001, by and among Hewlett-Packard Company, a Delaware corporation

(the "Buyer"), and each of the individuals listed on the signature pages hereto

(each in his, her or its individual capacity, a "SHAREHOLDER," and,

collectively, the "SHAREHOLDERS").



    WHEREAS, each of the Shareholders is, as of the date hereof, the record and

beneficial owner of common shares, par value NLG 0.04 per share, of Indigo N.V.,

a corporation organized under the laws of The Netherlands (the "COMPANY," and

such shares, the "COMMON SHARES"), and the Common Shares subject to outstanding

options, warrants or other rights, as set forth on the signature pages of this

Agreement;



    WHEREAS, the Buyer and the Company concurrently herewith are entering into

an Offer Agreement, dated as of the date hereof (the "OFFER AGREEMENT"), which

provides, among other things, (i) for the Buyer or a Subsidiary of the Buyer, as

promptly as practicable after the date hereof, to commence an exchange offer

(the "OFFER") to acquire all of the outstanding Common Shares of the Company in

exchange for either (x) shares of Buyer Common Stock or (y) shares of Buyer

Common Stock plus CVRs, and (ii) for the subsequent post-closing reorganization

to be accomplished upon the terms and subject to the conditions set forth in the

Offer Agreement; and



    WHEREAS, as a condition to the willingness of the Buyer to enter into the

Offer Agreement, and in order to induce the Buyer to enter into the Offer

Agreement, each of the Shareholders has agreed (solely in his, her or its

capacity as a shareholder of the Company) to enter into this Agreement.



    NOW, THEREFORE, in consideration of the execution and delivery by the Buyer

of the Offer Agreement and the representations, warranties, covenants and

agreements set forth herein and therein, and other good and valuable

consideration, the receipt and sufficiency of which are hereby acknowledged, the

parties hereto agree as follows:



    SECTION 1.  CERTAIN DEFINITIONS.  Capitalized terms used but not defined

herein shall have the meanings ascribed to such terms in the Offer Agreement.

For purposes of this Agreement:



        (a) "SHARES" shall mean: (i) all securities of the Company (including

    all Common Shares and all options, warrants and other rights to acquire

    Common Shares) owned by the Shareholder as of the date of this Agreement;

    and (ii) all additional securities of the Company (including all additional

    Common Shares and all additional options, warrants and other rights to

    acquire Common Shares) of which the Shareholder acquires ownership during

    the period from the date of this Agreement through the Termination Date.



        (b) "TERMINATION DATE" shall mean the earlier to occur of (i) valid

    termination of the Offer Agreement pursuant to Article VII thereof;

    (ii) the Closing Time; or (iii) four months after the End Date as determined

    pursuant to the Offer Agreement (ignoring for this purpose any amendment to

    such agreement after the date hereof).



        (c) TRANSFER.  A Shareholder shall be deemed to have effected a

    "TRANSFER" of Shares if such Shareholder directly or indirectly (i) sells,

    pledges, encumbers, grants an option with respect to, transfers or otherwise

    disposes of such Shares or any interest therein, or (ii) enters into an

    agreement or commitment providing for the sale of, pledge of, encumbrance

    of, grant of an option with respect to, transfer of or disposition of such

    Shares or any interest therein.



    SECTION 2.  REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDER.  Shareholder

hereby represents, warrants and covenants to the Buyer that Shareholder (i) is

the beneficial owner of the Common Shares and the options, warrants and other

rights to acquire Common Shares indicated on the signature pages of this

Agreement, free and clear of any pledges, options, rights of first refusal,

co-sale rights, attachments or other encumbrances other than as contemplated

hereby and the Shareholders'



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Agreement, dated September 13, 2000, by and among the Company, the Buyer and the

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