ScanSoft Negotiates Payment Agreement with Robert Teresi

Payment Due Former CEO of Caere Will Be Paid Out Over Two Years

PEABODY, Mass., March 6, 2002 - ScanSoft, Inc. (Nasdaq: SSFT), a leading supplier of imaging, speech and language solutions, today announced that the company and Robert Teresi, the former president and CEO of Caere Corporation and currently a director of ScanSoft, have signed a deferred payment agreement on terms favorable to ScanSoft.

As a term of the Caere acquisition on March 13, 2000, ScanSoft entered into a non-competition and consulting agreement with Mr. Teresi whereby it agreed to pay on March 13, 2002, an amount valued at approximately $4.1 million at the time of the acquisition.

Under the agreement announced today, ScanSoft will pay Mr. Teresi $1 million in cash immediately, with the remainder payable in equal, quarterly installments of approximately $410,000 over the next two years. The total consideration of this agreement was accounted for in the original Caere purchase price and will have no effect on current operating income. In addition, Mr. Teresi's options to purchase 829,000 shares of ScanSoft stock that were assumed as part of the Caere acquisition were canceled unexercised effective March 5, 2002.

Chairman and CEO of ScanSoft Paul Ricci stated, "We are pleased to have reached this agreement with Bob Teresi, on terms that are favorable to ScanSoft. The new agreement affords ScanSoft added flexibility to pursue its growth opportunities and demonstrates Bob's faith in management's ability to execute on its strategy. We look forward to his continued, valuable contributions to our Board."

About ScanSoft, Inc.

ScanSoft, Inc. (Nasdaq: SSFT) is the leading supplier of imaging, speech and language solutions that are used to automate a wide range of manual processes - saving time, increasing worker productivity and improving customer service. For more information regarding ScanSoft products and technologies, please visit www.scansoft.com.

ScanSoft is a registered trademark of ScanSoft, Inc. in the United States and other countries. All other company or product names mentioned herein may be trademarks of their respective owners.