Exhibit 10.3
   as Guarantors,
  as Global Agent




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AMENDED AND RESTATED GUARANTY OF PAYMENT OF DEBT
 Guaranty SCHEDULE I Guarantor Guarantors Global Agent
 RECITALS
 Existing Guaranty Company Existing Credit Agreement
 Credit Agreement Borrowers Lenders




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AGREEMENT
  Certain Definitions
 Borrowers
 Company
 Credit Agreement
 Creditor
 Designated Hedge Document
 Designated Hedge Document Obligations
 Designated Hedge Obligor
 Global Agent
 2




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Guarantor Guarantors
 Guaranteed Documents
 Guaranteed Obligations
 Guaranteed Party
 Original Currency
 Other Currency
 Subordinated Obligations
 Taxes
 Guaranty by the Guarantors, etc
  3




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Subordination
 Subordinated Obligations
 4




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Guarantors Obligations Absolute, etc
      5




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6




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7




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Waivers
 8




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Subrogation Rights
 Separate Actions
 Guarantors Familiar with Guaranteed Parties Affairs, etc
 Covenant Under Credit Agreement, etc
 Representations and Warranties
 9




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10




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Continuing Guaranty; Remedies Cumulative, etc
 Application of Payments and Recoveries
 Enforcement Expenses
 Successors and Assigns
 11




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Entire Agreement
 Amendments and Waivers
 Headings Descriptive
 Severability
 Right of Setoff
 Notices
 12




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Reinstatement
 Governing Law; Venue; Waiver of Jury Trial.
   13




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EACH OF THE PARTIES TO THIS GUARANTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY
JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS GUARANTY OR ANY
OF THE OTHER LOAN DOCUMENTS (INCLUDING, WITHOUT LIMITATION, ANY AMENDMENTS, WAIVERS OR OTHER
MODIFICATIONS RELATING TO ANY OF THE FOREGOING), OR THE TRANSACTIONS CONTEMPLATED HEREBY OR
THEREBY. EACH PARTY HERETO HEREBY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY
OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT
OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, AND (B) ACKNOWLEDGES THAT IT AND THE OTHER
PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS GUARANTY BY, AMONG OTHER THINGS, THE MUTUAL
WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPH.
 Sale of Capital Stock of a Guarantor
 Contribution Among Guarantors
 Full Recourse Obligations; Effect of Fraudulent Transfer Laws, etc ab
initio
 Payments Free and Clear of Setoffs, Counterclaims and Taxes, etc.
 14




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Taxes
  15




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Judgment Currency
 Original Currency Other Currency
  Termination
 Enforcement Only by Global Agent
 General Limitation on Claims by Guarantors
 16




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Attorneys, Accountants, etc. of Creditors Have No Duty to Guarantors
 Creditors Not Fiduciary to Guarantors, etc
 Counterparts
 Additional Guarantors
 Amendment and Restatement; No Novation
 17




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18




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[SIGNATURE PAGE TO AMENDED AND RESTATED GUARANTY OF PAYMENT OF DEBT]
  GUARANTORS:
AGC HOLDINGS, LLC
AGC, LLC
A.G.C. INVESTMENTS, INC.
A.G. EUROPE, INC.
A.G. INDUSTRIES, INC.
AG INTERACTIVE, INC.
A.G. (UK), INC.
AGP KIDS, INC.
CARLTON CARDS RETAIL, INC.
CLOUDCO, INC.
CREATACARD, INC.
CREATACARD INTERNATIONAL LEASING INC.
CUSTOM HOLDINGS, INC.
GIBSON GREETINGS INTERNATIONAL LIMITED
JOHN SANDS (AUSTRALIA) LTD.
JOHN SANDS (N.Z.) LTD.
JOHN SANDS HOLDING CORP.
MEMPHIS PROPERTY CORPORATION
PAPYRUS-RECYCLED GREETINGS, INC.
PLUS MARK, INC.
RPG HOLDINGS, INC.
THOSE CHARACTERS FROM CLEVELAND, INC.By:
    /s/ Gregory M. SteinbergName:
    Gregory M. SteinbergTitle:
    Treasurer of each of the foregoing Guarantors




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[SIGNATURE PAGE TO AMENDED AND RESTATED GUARANTY OF PAYMENT OF DEBT]
 AGCM, INC.
MIDIRINGTONES, LLC
PHOTOWORKS, INC.By:

/s/ Gregory M. SteinbergName:
    Gregory M. SteinbergTitle:
    Assistant TreasurerGLOBAL AGENT:
PNC BANK, NATIONAL ASSOCIATION, as 
Global AgentBy:

/s/ Christine S. BrownName:
    Christine S. BrownTitle:
    Senior Vice President




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Schedule I Guarantors