Exhibit 10.46

SALE AND PURCHASEAGREEMENT 

        ThisSale and Purchase Agreement (“Agreement”) is entered into of this 29thday of October, 2004, by and between Printers Alliance, Inc., a Delaware corporationwhose principal place of business is 6060 N. Central Expressway, Suite 560, Dallas, DallasCounty, Texas 75206 (“Purchaser”); Executive Auto Services, Inc., a Texascorporation whose principal place of business is located at 15950 North Dallas Parkway,Suite 400, Dallas, Dallas County, Texas 75248 and Summit Travel, Inc., a Texas corporationwhose principal place of business is located at 3100 Premier Drive, Suite 232, Irving,Dallas County, Texas 75063 (collectively, “Guarantors”); and Ascent AssuranceInc., a Delaware corporation whose principal place of business is 3100 Burnett Plaza, Unit33, 801 Cherry Street, Fort Worth, Tarrant County, Texas 76102 (“Seller”), ownerof all of the issued and outstanding capital stock of Westbridge Printing Services, Inc.,a Delaware corporation (“Company”). 

INTRODUCTION 

        Sellerdesires to sell and Purchaser desires to purchase all of the issued and outstandingcapital stock of Company on the terms and conditions set forth in this Agreement. 

        Inconsideration of the mutual promises of the parties; in reliance on the representations,warranties, covenants and conditions contained in this Agreement; and for other good andvaluable consideration, the receipt and sufficiency of which is hereby acknowledged andconfessed, the parties agree as follows: 

ARTICLE 1 

Sale 

        1.01.            Seller agrees to sell, convey, transfer, assign and deliver to Purchaser all of          the issued and outstanding capital stock of Company, and Purchaser agrees to          purchase such stock and all of the assets of the Company except certain accounts          receivable as described in Section 1.02. Further, Guarantors agree to guarantee          the timely and proper performance by the Company and Purchaser of certain future          payment and other obligations of the Company, as provided herein pursuant to          their respective Guarantee Agreements attached hereto as Exhibits 1 and 2,          respectively, and by this reference incorporated for all purposes herein. 

Consideration for Sale 

        1.02.            In consideration of the sale and transfer of the shares of capital stock of          Company and the representations, warranties, and covenants of Seller set forth          in this Agreement, Purchaser shall assume, jointly and severally with Company,          certain obligations of Company, which obligations are fully described in Exhibit          3, which is attached hereto and by this reference incorporated for all purposes          herein, and no other. The parties expressly agree that the present and fixed          obligations of Company not fully described in Exhibit 3 shall be retained by          Seller and shall be fully and timely paid by Seller as a part of the          consideration due Purchaser from Seller under this Agreement. As additional          consideration for its purchase of Company, Purchaser shall cause the Company to          use its best efforts to timely and properly collect the accounts receivable due          the Company on the Closing Date, and to timely and properly pay the accounts          payable of the Company as of the Closing Date when such accounts are due. Seller          and Purchaser agree that the net amount of any sums the Company recovers from          accounts receivable as of the Closing Date which exceed the sum of (a) all          accounts payable, as of the Closing date and (b) the lesser of twenty thousand          dollars ($20,000.00) and the sum of all severance payments made by the Company          to individuals that were employees of the Company on the Closing Date, and who          are terminated by the Company within forty five (45) days of the Closing Date          shall be divided between Seller and Purchaser as follows: Seller shall receive          sixty percent (60%) of such excess and Purchaser shall receive forty percent (40          %) of such excess. Seller and Purchaser agree to follow the procedures set forth          in Exhibit 4 with respect to (a) the timely determination of the amount of the          accounts receivable and the accounts payable as of the Closing Date, (b) the          timely collection after the Closing Date of the accounts receivable as of the          Closing Date, and (c) the timely payment after the Closing Date of the accounts          payable as of the Closing Date. The pro forma impact of the foregoing provisions          on the Company’s unaudited balance sheet as of September 30, 2004 is set          forth at Exhibit 6, which is attached hereto and by this reference incorporated          for all purposes herein. 

Closing 

        1.03.            The parties agree to use their best efforts to consummate this transaction (the          “Closing”). The Closing shall take place at the office of Seller or at          such other place as is mutually agreed upon by Seller and Purchaser on or before          October 29, 2004, (“the Closing Date”). In either event, all terms and          conditions to the Closing of this Agreement shall have been met on or before the          Closing Date. 

Termination of 401kParticipation 

        1.04.  The parties understand, agree and acknowledge that as of the Closing Date the employees ofthe Company will no longer have the right or option to participate in the 401k plansponsored by an affiliate of Seller. 

Proration of Taxes 

        1.05.  Seller shall be solely responsible for and shall promptly pay all Taxes which accrued inconnection with the Company, its assets, employees, sales or any other matter or thingconnected with Company prior to 2004. All such Taxes which accrued during 2004 shall beprorated as follows: Seller shall be responsible for and shall pay when due, five sixths(5/6s) of all such Taxes and Purchaser shall cause Company to pay or shall itself pay onesixth (1/6) of all such Taxes when due. 

ARTICLE 2 

SELLER’SREPRESENTATIONS AND WARRANTIES 

        Sellerhereby represents and warrants to Purchaser that the following facts and circumstances areand at all times up to the Closing Date will be true and correct. 

Organization 

        2.01.            The Company is a corporation duly organized, validly existing and in good          standing under the laws of the State of Delaware and is qualified to do business          in Texas. The Company has all requisite power and authority (corporate and, when          applicable, government) to own, operate, and carry on its business as now being          conducted. The Company’s certificate of incorporation, certificate of good          standing in the State of Delaware dated October 18, 2004, articles of          incorporation and bylaws as currently in effect are contained in Exhibit 7 which          is attached hereto and by this reference incorporated for all purposes herein. 

Capital Stock 

        2.02.  The amount of authorized capital stock and the number of shares issued and outstanding ofCompany is set forth in Exhibit 8, which is attached hereto and by this referenceincorporated for all purposes herein. The issued and outstanding shares of capital stockof Company have been validly issued, are fully paid and non-assessable, and were issued incompliance with applicable federal and state laws regulating the offer and sale ofsecurities. There are no outstanding options, warrants or similar rights to purchase orconvert any obligation into the capital stock or other securities of Company. A Waiver andConsent Agreement, as well as Lost Stock Affidavit have been executed by Credit SuisseFirst Boston Management Corporation, a copy of each of which is attached hereto asExhibits 24 and 25, respectively, and by this reference both are incorporated for allpurposes herein. As a result, the capital stock of the Company is owned, of record andbeneficially, by Seller free and clear of all liens, claims and encumbrances. 

Good Standing 

        2.03.            The Company is a corporation in good standing with the State of Texas as well          as, Delaware, its state of incorporation, and has filed all reports, tax          returns, public information reports and other documents and has paid all taxes,          fees and other sums necessary for it to remain in good standing for the current          year. 

Taxes Paid 

        2.04.  The Company has paid all federal income taxes, social security taxes, Medicare taxes,FICA, FUTA, sums withheld from employees’ wages and other sums due the InternalRevenue Service, the United States Department of the Treasury and other governmentalentities for all periods up to and including the payroll period ended on June 30, 2004.Such taxes for payroll periods in the quarter ended September 30, 2004 will be paid, whendue, by October 31, 2004. Such taxes for the payroll period ended October 15, 2004 and the“cut-off” payroll period ended as of the Closing Date, will be paid by Seller,when due, by January 31, 2004. 

Texas WorkforceCommission 

        2.05.            The Company has paid all sums due the Texas Workforce Commission and other          governmental agencies. 

Employee Benefit PlanPayments 

        2.06.            The Company has paid all sums due in connection with any employee pension plan,          employee insurance plan and other employee benefit plan, including (without          limitation) all sums withheld from its employees’ wages. 

Company aWorker’s Compensation Non-Subscriber 

        2.07.  The Company is not a subscriber under the worker's compensation insurance for its employees.

Sales by Customer 

        2.08.  The Company has successfully made the sales described in Exhibit 9, entitled “Salesby Customer,” which is attached hereto and by this reference incorporated for allpurposes herein. 

Company Owns Inventory 

        2.09.  The Company owns and is in possession of the paper, ink and prepress material described inExhibits 10, 11 and 12, except the Company does not own or have possession of the paper,ink and prepress material described therein which has been consumed by the Company in theordinary course of its business since September 30, 2004, which Exhibits are attachedhereto and by this reference incorporated for all purposes herein. 

Business Relationships 

        2.10.  The Company has past or current business relationships with the customers named in Exhibit 9.

Accounts Receivable 

        2.11.  As of the date set forth in Exhibit 13, which is attached hereto and by this referenceincorporated for all purposes herein, the Company owned the accounts receivable describedin Exhibit 13. 

Accounts Payable 

        2.12.  As of the date set forth inExhibit 14, which is attached hereto and by this reference incorporated for all purposesherein, the Company was liable for the accounts payable described in Exhibit 14. 

Accuracy of Information 

        2.13.  All of the information set out in this Agreement and in each of the attached Exhibits wastrue and complete as of the date(s) indicated therein and includes all informationnecessary to make all such Exhibits not misleading. 

Civil Actions andAdministrative Proceedings 

        2.14.  Except as described in Exhibit 15, which is attached hereto and by this referenceincorporated for all purposes herein, no lawsuit, civil action, criminal action,administrative proceeding or other liability or potential liability of Company is pendingor threatened and, to the best of Seller’s knowledge and belief formed afterreasonable inquiry, Company has neither engaged in nor suffered to be done any act,omission or both which has or may reasonably be expected to give rise to any claim againstit by any person or organization.. 

Stock and AssetsEncumbered 

        2.15.  The stock of the Company is not encumbered by any debt. The assets of the Company areencumbered only by the leases contained in Exhibit 3 and the obligations thereunder. 

Ownership in OtherCompanies 

        2.16.            The Company has no interest in any other corporation, firm, business or          partnership, nor any subsidiaries. 

Officers and Directors 

        2.17.            Exhibit 16, which is attached hereto and by this reference incorporated for all          purposes herein contains a true and correct list of all officers and directors          of the Company. 

Employees and BorrowedEmployees 

        2.18.            Exhibit 17, which is attached hereto and by this reference incorporated for all          purposes herein contains a true and correct list of all sales employees of the          Company, as well as all management employees of a subsidiary of Seller who have          been the borrowed employees of and assigned principally to the Company, their          annual rate of compensation, and any bonuses paid during 2004. 

Financial Statements 

        2.19.            Exhibit 18 is attached hereto and by this reference incorporated for all          purposes herein and contains the unaudited financial statements of the Company,          as follows:(a) unaudited pro forma statements of operations for the years ended          December 31, 2001 through December 31 2003 and the nine months ended September          30, 2004; and (b) unaudited pro forma balance sheets as of December 31, 2001,          2002 and 2003 and September 30, 2004. Except as disclosed in Exhibit 18,          the unaudited financial statements present fairly and accurately the financial          position and results of operation of the Company at the dates and for the          periods covered, in each case in conformity with generally accepted and          consistently applied accounting principles. There are no liabilities or          obligations of Company, accrued, absolute, contingent, inchoate, or otherwise          that arose out of or relate to any matter, act, or omission occurring from          September 30, 2004, to the date of this Agreement, other than liabilities or          obligations incurred in the normal course of business. Since September 30, 2004,          to the best of Seller’s knowledge and belief there have not been: 

                    (a)            Any material adverse change in financial condition, operations, sales or net          loss of the Company; 

                    (b)            Any loss, damage or destruction to Company’s properties or assets, tangible          or intangible (whether or not covered by insurance); 

                    (c)            Any change in policy regarding compensation payable to or to become payable to          any of Company’s officers, directors, employees or agents; 

                    (d)            Any labor dispute, disturbance, or attempt to organize a union; 

                    (e)            Any proposed law or regulation or any actual event or condition of any character          that is known to Company or Seller that materially adversely affects the          business or future prospects of Company; 

                    (f)            Any claim, litigation, event or condition of any character that materially          adversely affects the business or future prospects of Company; 

                    (g)            Any issuance, purchase of, or agreement to issue or purchase shares of capital          stock or other securities of Company, except as contemplated in this Agreement; 

                    (h)            Any mortgage, pledge, lien or encumbrance made or agreed to be made on any of          Company’s assets or properties, tangible or intangible; 

                    (i)            Any sale, transfer, other disposition of or agreement to sell, transfer or          dispose of Company’s properties or assets, tangible or intangible, except          as contemplated in this Agreement and except in the normal course of business          and then only for full and fair value received; 

                    (j)            Any loans, advances, or agreements with respect to any loans or advances, other          than to customers in the normal course of business and that have been properly          reflected as accounts receivable on Company’s books; 

                    (k)            Any transaction outside the ordinary course of business; and 

                    (l)            Any agreement by Seller or Company to do any of the items described in          Subparagraphs (a) through (k), above. 

Taxes 

        2.20.            All federal, state, local and foreign income, ad valorem, excise, sales, use,          payroll, unemployment and other taxes and assessments (“Taxes”) that          are due and payable by Company or by Seller on behalf of Company have been          properly computed, duly reported, fully paid and discharged. There are no unpaid          Taxes that are or could become a lien on the property or assets of Company or          require payment by Company, except for current Taxes not yet due and payable.          All current Taxes not yet due and payable by Company, if any, have been properly          accrued on the balance sheets of Company and all records of the same have been          furnished to Purchaser. Company has not incurred any liability for penalties,          assessments or interest under the Internal Revenue Code, the Texas Tax Code or          any other applicable statute, regulation or law. Seller warrants to Purchaser          that no unexpired waiver executed by or on behalf of Company with respect to any          Taxes is in effect. 

Real Property 

        2.21.            Exhibit 3, which is attached hereto and by this reference incorporated for all          purposes herein, includes a complete and accurate legal description of each          parcel of real property owned by, leased to, or leased by Company together with          true, correct, and complete copies of all real property leases. Exhibit 19,          which is attached hereto and by this reference incorporated for all purposes          herein, contains a description of all leasehold improvements located on the real          property that have not been fully depreciated. All of the material real property          leases are valid and in full force. There does not exist any default or event          that with notice, lapse of time, or both will constitute a default under any of          these lease agreements. All of the buildings, fixtures, and leasehold          improvements used by Company in its business are located on the real property.          The zoning of each parcel of property described in Exhibit 1 permits the          presently existing improvements and the continuation of Company’s business          presently being conducted on such parcel. Neither Company nor Seller is aware of          any enacted or proposed changes to such zoning. 

Other TangiblePersonal Property 

        2.22.            The equipment, furniture, fixtures, and other personal property described in          Exhibit 19 which attached hereto and by this reference incorporated for all          purposes herein and all of the equipment, furniture, fixtures, and other          personal property located at the Company’s facilities in its subleased          portion of the premises located at 7333 Jack Newell Blvd. North, Fort Worth,          Texas 76118 constitute most all the items of tangible personal property owned          by, in the possession of, or used by Company in connection with Company’s          business except Inventories. Except as stated in Exhibit 3, no personal property          used by Company in connection with its business is held under any lease,          security agreement, conditional sales contract, or other title retention or          security agreement or is located any place other than in the possession of          Company. 

Title to Assets andProperties 

        2.23.            The Company has good and marketable title to all of its assets and properties,          tangible and intangible, which is material to Company’s business and future          prospects. These assets and properties constitute all of the assets and          interests in assets that are used in Company’s business. All of these          assets are free and clear of mortgages, liens, pledges, charges, encumbrances,          equities, claims, easements, rights of way, covenants, conditions, and          restrictions, except for the following: 

                    (a)            Those disclosed in Company’s balance sheets as of September 30, 2004,          included in Exhibit 18 to this Agreement; 

                    (b)            The lien of current Taxes not yet due and payable; and 

                    (c)            Possible minor matters that, in the aggregate, are not substantial in amount and          do not materially detract from or interfere with the present or intended use of          any of the assets and properties nor materially impair business operations. 

Customers and Sales 

        2.24.  Exhibit 9 is a correct list for the nine (9) months ended September 30, 2004 of allcustomers of Company that are not affiliated with the Seller, together with summaries ofthe sales made to each customer during the period described therein. Except as indicatedin Exhibit 9, neither Company nor Seller has information or is aware of any factsindicating that any of these customers intend to cease doing business with Company or tomaterially alter the amount of the business that they are presently doing with Company.Neither Company nor Seller has information or is aware of any facts indicating that any ofthe Company’s sales staff intend to cease doing business with Company or tomaterially alter the amount of the business that they are presently doing with Company. 

Laws and Regulations 

        2.25.  Company is not in default or in violation of any law; regulation, court order, ororder of any federal, state, municipal, foreign, or other government department, board,bureau, agency or instrumentality, wherever located, that would adversely affect itsbusiness or future prospects. 

Fringe Benefit Plans;Employment Contracts 

        2.26.            There are no employment agreements (in effect with) to which Company is a party.          There are no unfunded pension or similar liabilities regarding any employee of          Company. 

Reserves 

        2.27.  The Company maintains no reserves for contingent liabilities.

Bank Accounts 

        2.28.  Exhibit 20 which is attached hereto and by this reference incorporated for all purposesherein contains a true and correct list of the names and addresses of all banks or otherfinancial institutions in which the Company has an account, deposit or safe deposit box.Also included are the names of all persons authorized to draw on these accounts ordeposits or who have access to them and the account numbers of each account. 

Business Operations 

        2.29.            The business operations of the Company for the past five years have been in          material compliance with all laws, treaties, rulings, directives, and similar          regulations of all government authorities having jurisdiction over such business          insofar as failure to comply could adversely affect the Company’s business          and future prospects. 

Authority 

        2.30.            Seller and the Company each has full power and authority to execute, deliver and          consummate this Agreement, subject to the conditions to Closing set forth in          this Agreement. All reports and returns required to be filed by each with any          government and regulatory agency with respect to this transaction, if any, have          been properly filed. Except as otherwise disclosed in this Agreement, no notice          to or approval by any other person, firm or entity, including governmental          authorities, is required of Seller or Company to consummate the transaction          contemplated by this Agreement. 

Full Disclosure 

        2.31.  No representation, warranty or covenant made to the Purchaser in this Agreement nor anydocument, certificate, exhibit or other information given or delivered to Purchaserpursuant to this Agreement contains or will contain any untrue statement of a materialfact, or omits or will omit a material fact necessary to make the statements contained inthis Agreement or the matters disclosed in the related documents, certificates,information or exhibits not misleading. 

Brokers 

        2.32.  Neither Seller nor the Company, nor any of the Company’s officers, directors,employees or stockholders, has retained, consented to, or authorized any broker,investment banker or third party to act on Company’s behalf, directly or indirectly,as a broker or finder in connection with the transactions contemplated by this Agreement. 

Authority 

        2.33.  Seller’s agent executing this Agreement on behalf of Seller has all requisiteauthority, including (without limitation) all corporate authority of Seller to executethis Agreement on Seller’s behalf. Exhibits 21 and 22 are attached hereto and by thisreference incorporated for all purposes herein true copies of resolutions of theshareholders and directors of Seller certified by Seller’s corporate Secretaryauthorizing Seller’s agent whose signature appears below to execute this Agreement onSeller’s behalf. 

Phone System 

        2.34.  Seller will surrender its right, title and interest in and to the phone system currentlyused by the Company, including telephones in the subleased premises of the Company (asdepicted in the Sublease Agreement) on the Closing Date. 

ARTICLE 3 

PURCHASER’SREPRESENTATIONS, WARRANTIES AND WAIVERS 

        Purchaserrepresents and warrants to Seller that: 

Authority 

        3.01.            Purchaser has full power and authority to execute, deliver and consummate this          Agreement subject to the conditions to Closing set forth in this Agreement. All          corporate acts, reports and returns required to be filed by Purchaser with any          government or regulatory agency, if any, with respect to the transaction          contemplated herein have been or will be properly filed prior to the Closing          Date. No provisions exist in any contract, document or other instrument to which          Purchaser is a party or by which Purchaser is bound that would be violated by          consummation of the transaction contemplated in this Agreement. Moreover, the          execution, delivery and performance by Purchaser of the duties and obligations          contained herein are duly authorized by all necessary corporate or other action          and will not (a) violate any provisions of its certificate of incorporation or          by-laws (or comparable charter or governance documents); (b) violate an          provision of, or require any filing, registration, consent or approval under,          any material law, rule, regulation, order, writ, judgment, injunction, decree,          determination or award presently in effect having applicability to and binding          upon Purchaser, or (c) result in a breach of, or constitute a default or event          of default or require any consent under any indenture, mortgage or loan or          credit agreement or any other material agreement, lease or instrument to which          Purchaser is a party or by which its properties may be bound. 

Broker 

        3.02.  Neither Purchaser, nor any of Purchaser’s officers, directors, or employees, hasretained, consented to, or authorized any broker, investment banker, or third party to acton its behalf, directly or indirectly, as a broker or finder in connection with thetransactions contemplated by this Agreement. 

Organization andStanding of Purchaser 

        3.03.  Purchaser is a corporation that has been duly and properly formed, validly exists, and isin good standing under the laws of the State of Delaware. Purchaser possesses corporatepower to own property and carry on its business as it is now being conducted. Purchaserhas timely and properly filed all reports, tax returns, public information reports andother documents and has paid all taxes, fees and other sums necessary for Purchaser toremain in good standing for the current year. 

Solvency 

        3.04.  As of the Closing Date Purchaser is not “insolvent” as that term is defined inSection 101 of the Bankruptcy Reform Act of Act of 1978, as amended from time to time andany successor statute. Purchaser does not believe it will, incur liabilities andobligations as a result of this transaction beyond its ability to pay as such obligationsand liabilities mature. 

Insurance 

        3.05.  Purchaser has secured and purchased all reasonable and necessary property and casualtyinsurance coverage for and on behalf of the Company, effective on the date of Closing,fully insuring and protecting the Company and all of its assets from all forms of lossincluding, but not limited to fire, theft, wind, electrical, and mechanical causedproperty losses, as well as liability coverage for bodily injury and property damageallegedly caused by the acts and/or omissions of Purchaser or the Company. 

Payments by the Company 

        3.06.  Purchaser shall cause the Company to pay, or shall itself pay, the obligations set forthin Exhibit 3 in accordance with the terms of those obligations or in accordance with suchother terms as are acceptable to those creditors of the Company to whom those obligationsare owed. With respect to the Komori Lithrone Model L640-III Series 45 Six Color OffsetPress and the payment obligations under the Sublease, both of which are set forth inExhibit 3, Purchaser shall cause the Company to pay, or shall itself pay, the sumsreflected in Exhibit 3 in the following fashion: (i) Purchaser shall cause the Company totimely and properly generate checks made payable to the creditor of the Company listed inExhibit 3; (ii) Such checks shall be timely and properly delivered by Purchaser to anagent of Seller designated by Seller within sufficient time for the dispatch, asapplicable, of such checks by Seller to those creditors of the Company in time for receiptby such creditors on the due date of each applicable obligation of the Company; and (iii)Seller agrees to use such due and proper care as is necessary to ensure that each suchcheck is timely mailed or otherwise transmitted in order to be timely received by theapplicable creditor of the Company. 

Joint and SeveralLiability 

        3.07.  Purchaser understands and agrees that it is jointly and severally liable with the Companyto the Seller for the liabilities of the Company described in Exhibit 3. 

Timely and ProperMaintenance of Press and Equipment 

        3.08.  Purchaser understands and agrees that the failure to perform timely and proper maintenanceon the presses and printing equipment will lead to a deteriorization of such equipment anda diminution of market value. Accordingly, Purchaser shall cause the Company to timely andproperly perform all recommended maintenance on all of the presses and printing equipmentof the Company and maintain proper records regarding such maintenance, and if the Companyfails to timely and properly perform such maintenance and maintain such maintenancerecords, then Purchaser shall immediately do so. In addition, Seller shall be permittedaccess to all maintenance records and maintenance personnel in order to verifyPurchaser’s and the Company’s compliance with this representation and warranty. 

Performance by theCompany 

        3.09.  On and after the Closing Date, Purchaser shall cause the Company to timely and properlyperform all duties and obligations (i) owed by the Company as the Subtenant under theSublease Agreement between the Company and Seller, which is attached hereto as Exhibit 26and by this reference incorporated for all purposes herein, and (ii) owed by the lesseeunder any of the equipment leases identified in Exhibit 3, and if the Company fails totimely and properly perform all such duties and obligations, then Purchaser shallimmediately do so; and with respect thereto, Seller shall have the same rights againstPurchaser and the Company as the lessor under each such equipment lease. 

Phone System 

        3.10.  On the first business day following the Closing Date, Purchaser shall effect a terminationof the current local and long distance telephone service from the subsidiary of Seller inwhose name such service is currently provided to the Company and transfer such service tothe Company. 

Maintain Insurance 

        3.11.            After the Closing Date, Purchaser shall cause the Company to keep in force all          policies of insurance covering the Company’s business, properties and          assets, including all insurance listed in this Agreement. 

Company to Remain inGood Standing 

        3.12.            After the Closing Date, Purchaser shall cause the Company to file all reports,          tax returns, public information reports and other documents and timely and          properly pay all taxes, fees and other sums necessary for the Company to remain          in good standing. 

Maintain ComplianceWith Laws and Regulations 

        3.13.  After the Closing Date, Purchaser shall cause the Company to not be in default or inviolation of any law; regulation, court order, or order of any federal,state, municipal, foreign, or other government department, board, bureau, agency orinstrumentality, wherever located, that would adversely affect its business or futureprospects. 

Non-Removal of KomoriPrinting Equipment 

        3.14.  After the Closing Date and prior to October 31, 2005, Purchaser shall cause the Company tokeep the Komori printing equipment, described in Exhibit 3, housed and properly safeguarded at its current location at 7333 Jack Newell Boulevard North, Fort Worth, Texasunless Company first obtains the prior written approval of Seller, which written approvalshall not be unreasonably withheld. 

ARTICLE 4 

COVENANTS 

        Sellercovenants with Purchaser that from and after the date of this Agreement until the ClosingDate, Seller will and will cause the Company to: 

Business Operations 

        4.01.            Operate its business and conduct its activities in the normal course of business          and not introduce any material new method of management, operation or          accounting. 

Maintenance of Assetsand Properties 

        4.02.            Maintain all tangible assets and properties of the Company in as good a state of          operating condition and repair, as they are on the date of this Agreement,          except for ordinary depreciation, wear and tear. 

Absence of Liens 

        4.03.            Not sell, pledge, lease, mortgage, encumber, dispose of or agree to do any of          these acts regarding any of the assets or properties of the Company, other than          in the ordinary course of business, without the prior written approval of          Purchaser. 

Preservation ofBusiness 

        4.04.            Use its best efforts to preserve intact its organization and personnel and to          keep available the services of all of its employees, agents, independent          contractors and consultants commensurate with the Company’s business          requirements. 

Preservation ofCustomer Relations 

        4.05.            Use its best efforts to preserve intact the present customers of Company and the          goodwill of all customers with respect to the Company and its business. 

Maintain Insurance 

        4.06.            Keep in force all policies of insurance covering the Company’s business,          properties and assets, including all insurance listed in this Agreement. 

Absence of ContractualObligations 

        4.07.            Not become obligated on any contract or commitment or incur or agree to incur          any liability beyond a period of thirty (30) days or for any amount in excess of          $5,000.00 or make any capital expenditures without the prior written consent of          Purchaser. 

Performance ofObligations 

        4.08.            Perform all of its obligations and not make any material amendment to its          obligations under all agreements relating to or affecting the Company’s          customers, business, properties and assets. 

Notification ofLitigation 

        4.09.            Promptly notify Purchaser in writing of any outstanding or threatened claims;          legal, administrative or other proceedings, suits, investigations, inquires,          complaints, notices of violations or other process; or other judgments,          orders, directives, injunctions or restrictions against or involving the          Company or its personnel that could adversely affect the Company. 

Access to Books andRecords 

        4.10.            Make available to Purchaser and its authorized agents, accountants and attorneys          for inspection at reasonable times and under reasonable circumstances the          following items with respect to Company: assets; properties; business and          financial records; tax returns. Seller will use its best efforts to cause          Company’s officers and employees to cooperate fully with Purchaser’s          examination(s) and to make a full and complete disclosure to Purchaser of all          facts regarding the financial condition and business operations of Company. 

Employee Compensation 

        4.12.  Not increase the compensation payable to or to become payable to any executive officer,key employee or agent; make any bonus payment to any such person; and permit Purchaser tocontact such employees, agents, and officers at all reasonable times for the purpose ofdiscussing with them prospective employment by Purchaser on or after the Closing Date.Seller shall use its best efforts to encourage all such persons to accept any employmentoffered by Purchaser. 

Not Solicit 

        4.13.  Not negotiate with any person or entity, or solicit or entertain any proposal concerningany acquisition in any form of Company. 

Resist Brokers 

        4.14.  Assist and cooperate with Purchaser in resisting any claim of any broker, investmentbanker, or third party for any brokerage fee, finder’s fee, or commission againstPurchaser or Company in connection with the transaction_ contemplated by thisAgreement. 

Maintain EmployeeBenefit Plans 

        4.15.  Not add or discontinue any pension, welfare, or other employee benefit plans, or make anyalteration in any existing pension, welfare, or other employee benefit plans. 

Payment of Liabilitiesand Waiver of Claims 

        4.16.            Not do, or agree to do, any of the following acts: