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                           NORTHSTAR COMPUTER FORMS, INC.
                                AMENDED AND RESTATED
                        OUTSIDE DIRECTORS STOCK OPTION PLAN


     1.   ESTABLISHMENT AND PURPOSE.  Northstar Computer Forms, Inc. (the
"Company") established in 1995 a plan providing for the grant of stock
options to certain non-employee members of its Board of Directors who are
serving or will serve on the Board of the Company. This plan is known as the
Northstar Computer Forms, Inc. Outside Directors Stock Option Plan and is
hereby amended and restated effective February 5, 1999 (the "Plan").  The
purpose of the Plan is to advance the interests of the Company and its
shareholders by enhancing the Company's ability to attract and retain
qualified persons to serve on its Board of Directors.

     2.   DEFINITIONS.  The following terms have the meanings set forth
below, unless the context otherwise requires:

     2.1  "BOARD" means the Board of Directors of the Company.

     2.2  "CODE" means the Internal Revenue Code of 1986, as amended.

     2.3  "COMMON STOCK" means the common stock of the Company, par value
$.05 per share, or the number and kind of shares of stock or other securities
into which such Common Stock may be changed in accordance with Section 4.3 of
the Plan.

     2.4  "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended.

     2.5  "FAIR MARKET VALUE" means, with respect to the Common Stock, the
following:

          (a)  If the Common Stock is listed or admitted to unlisted trading
     privileges on any national securities exchange or is not so listed or
     admitted but transactions in the Common Stock are reported on the Nasdaq
     National Market, the last sale price of the Common Stock on such exchange
     or reported by the Nasdaq National Market as of such date (or, if no shares
     were traded on such day, as of the next preceding day on which there was
     such a trade.).

          (b)  If the Common Stock is not so listed or admitted to unlisted
     trading privileges or reported on the Nasdaq National Market, and bid and
     asked prices therefor in the over-the-counter market are reported by The
     Nasdaq SmallCap Market-Registered Trademark- or the National Quotation
     Bureau, Inc. (or any comparable reporting service), the mean of the closing
     bid and asked prices as of such date, as so reported by the Nasdaq System,
     or, if not so reported thereon, as reported by the National Quotation
     Bureau, Inc. (or such comparable reporting service).

          (c)  If the Common Stock is not so listed or admitted to unlisted
     trading privileges, or reported on the Nasdaq National Market, and such bid
     and asked prices

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     are not so reported, such price as the Board determines in good faith in
     the exercise of its reasonable discretion.

     2.6  "NASD" means the National Association of Securities Dealers, Inc.

     2.7  "OPTION" means a right to purchase Common Stock granted to an
Outside Director under this Plan that does not qualify as an incentive stock
option under Section 422 of the Code.  Options may be either Formula Options
or Discretionary Options.

     2.8  "OUTSIDE DIRECTOR" means a member of the Board who is not an
employee of the Company or any Subsidiary.

     2.9  "PERSON" means any individual, corporation, partnership, group,
association or other "person" (as such term is used in Section 14(d) of the
Exchange Act), other than the Company, a wholly owned subsidiary of the
Company or any employee benefit plan sponsored by the Company or a wholly
owned subsidiary of the Company.

     2.10 "PREVIOUSLY ACQUIRED SHARES" means shares of Common Stock that are
already owned by the Participant and shares of Common Stock that could be
acquired by the Participant pursuant to the exercise of an Option.

     2.11 "SECURITIES ACT" means the Securities Act of 1933, as amended.

     2.12 "DISCRETIONARY OPTION" means an Option granted pursuant to Section
5A of the Plan, which is granted at the discretion of the Administrator.

     2.13 "FORMULA OPTION" means an Option granted pursuant to Section 5 of
the Plan, as amended.

     3.   ADMINISTRATION OF THE PLAN.  The Plan shall be administered by the
Company's Compensation Committee (the "Administrator"), who shall be
responsible for overseeing that the terms and conditions of the Plan are
complied with and that grants are made to Outside Directors at the proper
times and in the proper amounts as are required hereunder with respect to
Formula Options and properly implemented with respect to Discretionary
Options.  The Administrator shall have the power and authority to make grants
of Discretionary Options to Outside Directors from time to time pursuant to
the terms of the Plan, including the power to determine the number of shares
to be covered by each such award granted hereunder and the terms and
conditions, not inconsistent with the terms of the Plan, of any award granted
hereunder (including, but not limited to, any vesting schedule or restriction
on any Option and/or the shares of Common Stock relating thereto).  The
Administrator shall have no discretion with respect to Formula Options.

     The Administrator shall have the authority to adopt, alter and repeal
such administrative rules, guidelines and practices governing the Plan as it
shall, from time to time, deem advisable; to interpret the terms and
provisions of the Plan and any award issued under the Plan (and any
agreements relating thereto); and to otherwise supervise the administration
of the

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Plan.  The Administrator may delegate its authority to officers of the
Company for the purpose of implementing any aspect of the Plan.

     4.   COMMON STOCK SUBJECT TO THE PLAN.

     4.1  NUMBER OF SHARES.  Subject to adjustment as provided in Section 4.3
below, the maximum number of shares of Common Stock that shall be authorized
and reserved for issuance under the Plan shall be 150,000 shares of Common
Stock. The maximum number of shares authorized may also be increased from
time to time by approval of the Board and, if required pursuant to Rule 16b-3
under the Exchange Act or the applicable rules of any securities exchange or
the NASD, the shareholders of the Company.

     4.2  SHARES AVAILABLE FOR USE.  Shares of Common Stock that may be issued
upon exercise of Options shall be applied to reduce the maximum number of shares
of Common Stock remaining available for use under the Plan.  Any shares of
Common Stock that are subject to an Option (or any portion thereof) that lapses,
expires or for any reason is terminated unexercised shall automatically again
become available for use under the Plan.

     4.3  ADJUSTMENTS TO SHARES.    In the event of any reorganization, merger,
consolidation, recapitalization, liquidation, reclassification, stock dividend,
stock split, combination of shares, rights offering, extraordinary dividend or
divestiture (including a spin-off) or any other change in the corporate
structure or shares of the Company, appropriate adjustment shall be made as to
the number and kind of securities subject to outstanding Options.  Without
limiting the generality of the foregoing, in the event that any of such
transactions are effected in such a way that holders of Common Stock shall be
entitled to receive stock, securities or assets, including cash, with respect to
or in exchange for such Common Stock, any Outside Director holding outstanding
Options shall upon the exercise of such Option receive, in lieu of any shares of
Common Stock he or she may be entitled to receive, such stock, securities or
assets, including cash, as have been issued to such Outside Directors if their
Options had been exercised and such Outside Directors had received Common Stock
prior to such transaction.

     5.   TERMS AND CONDITIONS OF FORMULA OPTIONS

     5.1  GRANT.  Subject to the terms and conditions of the Plan, the
Administrator shall grant Formula Options to each Outside Director who is not,
on the date such Option would be granted, the beneficial owner (as defined in
Rule 13d-3 under the Exchange Act) of more than 5% of the outstanding Common
Stock, on the terms and conditions set forth in this Section 5.  During the term
of the Plan and provided that sufficient shares of Common Stock are available
pursuant to Section 4:

          (a)  OUTSIDE DIRECTORS ELECTED PRIOR TO 1993.  No Outside directors
     elected to the Board prior to 1993 shall be eligible to participate in, or
     receive Formula Options under, the Plan.

          (b)  OUTSIDE DIRECTORS ELECTED DURING OR AFTER 1993.  Any Outside
     Director elected during or after 1993 shall receive a Formula Option to
     purchase 10,000

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     shares of Common Stock, which Option shall be issued effective on the
     date the Outside Director is elected to the Board (the "Grant Date").

     5.2  EXERCISE PRICE.  The exercise price for the Formula Options granted
hereunder shall be equal to the Fair Market Value of the Common Stock on the
Grant Date.

     5.3  VESTING OF OPTIONS.  Subject to the provisions of Section 5.4
hereof, Formula Options granted hereunder shall vest over a five year period
at the rate of 20% per year, commencing one year from the Grant Date.

     5.4  DURATION.  Each Formula Option granted to an Outside Director
pursuant to this Plan and all rights to purchase Common Stock thereunder
shall terminate on the earliest of:

          (a)  Ten years after the date such Option is granted; or

          (b)  The expiration of the period specified in Section 6, whichever is
          applicable, after an Outside Director ceases to be a member of the
          Board.

In no event shall a Formula Option be exercisable at any time after its
original expiration date.

     5.5  MANNER OF EXERCISE.  A Formula Option may be exercised by an
Outside Director in whole or in part from time to time, subject to the
conditions contained herein, by delivery, in person or through certified or
registered mail, of written notice of exercise to the Company at its
principal executive office (Attention:  Chief Financial Officer), and by
paying in full the total Option exercise price for the shares of Common Stock
purchased.  Such notice shall be in a form satisfactory to the Administrator
and shall specify the particular Option (or portion thereof) that is being
exercised and the number of shares with respect to which the Option is being
exercised.  The exercise of the Option shall be deemed effective upon receipt
of such notice and payment complying with the terms of the Plan.  As soon as
practicable after the effective exercise of the Option, the Outside Director
shall be recorded on the stock transfer books of the Company as the owner of
the shares purchased, and the Company shall deliver to the Outside Director
one or more duly issued stock certificates evidencing such ownership.  If an
Outside Director exercises any Formula Option with respect to some, but not
all, of the shares of Common Stock subject to such Option, the right to
exercise such Option with respect to the remaining shares shall continue
until it expires or terminates in accordance with its terms.  A Formula
Option shall only be exercisable with respect to whole shares.

     5.6  PAYMENT OF EXERCISE PRICE.  The total purchase price of the shares
to be purchased upon exercise of a Formula Option may be paid entirely in
cash (including check, bank draft or money order) or in whole or in part, by
transfer from the Outside Director to the Company of Previously Acquired
Shares.  In the event the Outside Director pays the purchase price of a
Formula Option in whole or in part with Previously Acquired Shares, the value
of such shares shall be equal to their Fair Market Value on the date of
exercise of the Option.

     5.7  RIGHTS AS A SHAREHOLDER.  No Outside Directors shall have any
rights as a shareholder with respect to any shares of Common Stock covered by
a Formula Option until the

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Outside Director shall have become the holder of record of such shares, and
no adjustments shall be made for dividends or other distributions or other
rights as to which there is a record date preceding the date the Outside
Director becomes the holder of record of such shares.

     5A.  TERMS AND CONDITIONS OF DISCRETIONARY OPTIONS

     5A.1 GRANT.  Subject to the terms and conditions of the Plan, the
Administrator shall have the discretion and authority to grant Discretionary
Options to each Outside Director who is not, on the date such Option would be
granted, the beneficial owner (as defined in Rule 13d-3 under the Exchange
Act) of more than 5% of the outstanding Common Stock, on the terms and
conditions set forth in this Section 5A.  The terms and conditions of the
Discretionary Options shall be as specified in a resolution approved by the
Administrator or a stock option grant agreement entered into between an
authorized representative of the Administrator and an Outside Director and
may contain or vary any of the provisions specified in this Section 5A
(except for Section 5A.2).

     5A.2 EXERCISE PRICE.  The exercise price for all Discretionary Options
granted hereunder shall be equal to the Fair Market Value of the Common Stock
on the Grant Date.

     5A.3 VESTING OF OPTIONS.  Unless otherwise specified by the
Administrator, and subject to the provisions of Section 5A.4 hereof,
Discretionary Options granted hereunder shall vest over a five year period at
the rate of 20% per year, commencing one year from the Grant Date.

     5A.4 DURATION. Unless otherwise specified by the Administrator, each
Discretionary Option granted to an Outside Director pursuant to this Plan and
all rights to purchase Common Stock thereunder shall terminate on the
earliest of:

     (a)  Ten years after the date such Option is granted; or

     (b)  The expiration of the period specified in Section 6, whichever is
applicable, after an Outside Director ceases to be a member of the Board.

In no event shall a Discretionary Option be exercisable at any time after its
original expiration date.

     5A.5 MANNER OF EXERCISE. Unless otherwise specified by the
Administrator, a Discretionary Option may be exercised by an Outside Director
in whole or in part from time to time, subject to the conditions contained
herein, by delivery, in person or through certified or registered mail, of
written notice of exercise to the Company at its principal executive office
(Attention:  Chief Financial Officer), and by paying in full the total Option
exercise price for the shares of Common Stock purchased.  Such notice shall
be in a form satisfactory to the Administrator and shall specify the
particular Option (or portion thereof) that is being exercised and the number
of shares with respect to which the Option is being exercised.  The exercise
of the Option shall be deemed effective upon receipt of such notice and
payment complying with the terms of the Plan.  As soon as practicable after
the effective exercise of the Option, the Outside

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Director shall be recorded on the stock transfer books of the Company as the
owner of the shares purchased, and the Company shall deliver to the Outside
Director one or more duly issued stock certificates evidencing such
ownership. If an Outside Director exercises any Discretionary Option with
respect to some, but not all, of the shares of Common Stock subject to such
Option, the right to exercise such Option with respect to the remaining
shares shall continue until it expires or terminates in accordance with its
terms.  A Discretionary Option shall only be exercisable with respect to
whole shares.

     5A.6 PAYMENT OF EXERCISE PRICE.  The total purchase price of the shares
to be purchased upon exercise of a Discretionary Option may be paid entirely
in cash (including check, bank draft or money order) or in whole or in part,
by transfer from the Outside Director to the Company of Previously Acquired
Shares. In the event the Outside Director pays the purchase price of a
Discretionary Option in whole or in part with Previously Acquired Shares, the
value of such shares shall be equal to their Fair Market Value on the date of
exercise of the Option.

     5A.7 RIGHTS AS A SHAREHOLDER.  No Outside Directors shall have any
rights as a shareholder with respect to any shares of Common Stock covered by
a Discretionary Option until the Outside Director shall have become the
holder of record of such shares, and no adjustments shall be made for
dividends or other distributions or other rights as to which there is a
record date preceding the date the Outside Director becomes the holder of
record of such shares.

     6.   TERMINATION OF SERVICE ON THE BOARD.  An Option granted to an
Outside Director shall continue to be exercisable for a period of one year
after the date such Outside Director ceases to be a member of the Board, for
any reason, but only to the extent that the Option was exercisable
immediately prior to said Outside Director's ceasing to be a member of the
Board (and in no event beyond the date set forth in Section 5.4(a) or Section
5A.4(a), as the case may be).

     7.   CHANGE IN CONTROL.  In the event of any Change in Control of the
Company, as defined herein, all Options held by Outside Directors pursuant to
this Plan shall immediately vest and become exercisable.  For purposes of
this Section 7, a "Change in Control" of the Company shall mean (a) the sale,
lease, exchange or other transfer of all or substantially all of the assets
of the Company (in one transaction or in a series of related transactions) to
a corporation that is not controlled by the Company, (b) the approval by the
shareholders of the Company of any plan or proposal for the liquidation or
dissolution of the Company, or (c) a change in control of the Company of a
nature that would be required to be reported (assuming such event has not
been "previously reported") in response to Item 1(a) of the Current Report on
Form 8-K, as in effect on the effective date of the Plan, pursuant to Section
13 or 15(d) of the Exchange Act, whether or not the Company is then subject
to such reporting requirement; provided, however, that, without limitation,
such a Change in Control shall be deemed to have occurred at such time as (i)
any Person becomes after the effective date of the Plan the "beneficial
owner" (as defined in Rule 13d-3 under the Exchange Act), directly or
indirectly, of 20% or more of the combined voting power of the Company's
outstanding securities ordinarily having the right to vote at elections of
directors, or (ii) individuals who constitute the Board on the effective date
of the Plan cease for any reason to constitute at least a majority thereof,
provided that any person becoming a director subsequent to the effective date
of the Plan whose election,

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or nomination for election by the Company's shareholders, was approved by a
vote of at least a majority of the directors comprising or deemed pursuant
hereto to comprise the Board on the effective date of the Plan (either by a
specific vote or by approval of the proxy statement of the Company in which
such person is named as a nominee for director) shall be, for purposes of
this clause (ii) and the following sentence, considered as though such person
were a member of the Board on the effective date of the Plan.
Notwithstanding anything in the foregoing to the contrary, no Change in
Control shall be deemed to have occurred for purposes of this Section 7 by
virtue of any transaction which shall have been approved by the affirmative
vote of at least a majority of the members of the Board on the effective date
of the Plan.

     8.   RESTRICTIONS ON TRANSFER.  Other than pursuant to a qualified
domestic relations order (as defined by the Code), no right or interest of
any Outside Director in an Option prior to the exercise of such Options shall
be assignable or transferable, or subjected to any lien, during the lifetime
of the Outside Director, either voluntarily or involuntarily, directly or
indirectly, by operation of law or otherwise, including execution, levy,
garnishment, attachment, pledge, divorce or bankruptcy.  In the event of an
Outside Director's death, such person's rights and interest in Options shall
be transferable by testamentary will or the laws of descent and distribution,
and payment of any amounts due under the Plan shall be made to, and exercise
of any Options (to the extent permitted pursuant to Section 6 of the Plan)
may be made by, the Outside Director's legal representatives, heirs or
legatees.

     9.   NON-EXCLUSIVITY OF THE PLAN.  Nothing contained in the Plan is
intended to amend, modify or rescind any previously approved compensation
plans or programs entered into by the Company.  The Plan will be construed to
be in addition to any and all such other plans or programs.  Neither the
adoption of the Plan nor the submission of the Plan to the shareholders of
the Company for approval will be construed as creating any limitations on the
power or authority of the Board to adopt such additional or other
compensation arrangements as the Board may deem necessary or desirable.

     10.  SECURITIES RESTRICTIONS.  Shares of Common Stock issued pursuant to
Options granted under the Plan may not be sold, assigned, transferred,
pledged, encumbered or otherwise disposed of, whether voluntarily or
involuntarily, directly or indirectly, by operation of law or otherwise,
except pursuant to registration under the Securities Act and applicable state
securities laws or pursuant to exemptions from such registration.  The
Company may condition the sale, assignment, transfer, pledge, encumbrance or
other disposition of such shares not issued pursuant to an effective and
current registration statement under the Securities Act and all applicable
state securities laws on the receipt from the party to whom the shares of
Common Stock are to be so transferred of any representations or agreement
requested by the Company in order to permit such transfer to be made pursuant
to exemptions from registration under the Securities Act and applicable state
securities laws.

     11.  PLAN AMENDMENT, MODIFICATION AND TERMINATION.  The Board may
suspend or terminate the Plan or any portion thereof at any time, and may
amend the Plan from time to time in such respects as the Board may deem
advisable in order that Options under the Plan shall conform to any change in
applicable laws or regulations or in any other respect the Board may deem to
be in the best interests of the Company; provided, however, that no such
amendment

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shall be effective, without approval of the shareholders of the Company, if
shareholder approval of the amendment is then required pursuant to Rule 16b-3
under the Exchange Act or any successor rule or under the applicable rules or
regulations of any securities exchange or the NASD; and provided further that
this Plan shall not be amended more than once in any six month period, except
to comply with applicable rules and regulations of the Code, the Exchange
Act, any securities exchange or the NASD.  No termination, suspension or
amendment of the Plan shall alter or impair any outstanding Option without
the consent of the Outside Director affected thereby.

     12.  GOVERNING LAW.   This Plan shall be governed by and construed in
accordance with the laws of the State of Minnesota.

     13.  EFFECTIVE DATE.   This Plan shall become effective on the date it
is adopted by the Shareholders of the Company.




















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