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EXHIBIT 10.27

                                $320,000,000

                           MAIL-WELL I CORPORATION

                  7 7/8% SENIOR SUBORDINATED NOTES DUE 2013

                             PURCHASE AGREEMENT

                                                            January 21, 2004

CREDIT SUISSE FIRST BOSTON LLC
Eleven Madison Avenue
New York, New York  10010-3629


Ladies and Gentleman:

                  1.     Introductory. Mail-Well I Corporation, a Delaware
corporation (the "COMPANY"), proposes, subject to the terms and conditions
stated herein, to issue and sell to Credit Suisse First Boston LLC ("CSFB"
or the "PURCHASER") $320,000,000 principal amount of its 7 7/8% Senior
Subordinated Notes due 2013 (the "NOTES") to be issued under an indenture,
dated as of January 4, 2004 (the "INDENTURE"), among the Company, the
guarantors named therein and U.S. Bank National Association, as Trustee, and
guaranteed (the "GUARANTEES") by the Company's parent company, Mail-Well,
Inc. (the "PARENT COMPANY") and the Company's domestic subsidiaries set
forth on the signature pages hereof (the Parent Company and such
subsidiaries are collectively referred to as the "GUARANTORS"). The Notes
and the Guarantees are referred to collectively as the "OFFERED SECURITIES."
The Company and the Guarantors are collectively referred to as the
"ISSUERS." The U. S. Securities Act of 1933 is herein referred to as the
"SECURITIES ACT."

                  Holders (including subsequent transferees) of the Offered
Securities will have the registration rights set forth in the registration
rights agreement (the "REGISTRATION RIGHTS AGREEMENT"), to be dated the
Closing Date (as defined below), in substantially the form of Exhibit I
hereto, for so long as such Offered Securities constitute "TRANSFER
RESTRICTED SECURITIES" (as defined in the Registration Rights Agreement).
Pursuant to the Registration Rights Agreement, the Issuers will agree to
file with the Securities and Exchange Commission (the "COMMISSION") under
the circumstances set forth therein, (i) a registration statement under the
Securities Act (the "EXCHANGE OFFER REGISTRATION STATEMENT") relating to the
Offered Securities in a like aggregate principal amount as the Issuers
issued under the Indenture, identical in all material respects to the
Offered Securities and registered under the Securities Act (the "EXCHANGE
SECURITIES"), to be offered in exchange for the Offered Securities (such
offer to exchange being referred to as the "EXCHANGE OFFER") and (ii) a
shelf registration statement pursuant to Rule 415 under the Securities Act
(the "SHELF REGISTRATION STATEMENT" and, together with the Exchange



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Offer Registration Statement, the "REGISTRATION STATEMENTS") relating to the
resale by certain holders of the Offered Securities and to use their
reasonable best efforts to cause such Registration Statements to be declared
and remain effective and usable for the periods specified in the
Registration Rights Agreement and to consummate the Exchange Offer. The
Offered Securities and the Exchange Securities are referred to collectively
as the "SECURITIES."

                  The Issuers hereby agree with the Purchaser as follows:

                  2.     Representations and Warranties of the Issuers. Each
         of the Issuers, jointly and severally, represents and warrants to,
         and agrees with, the Purchaser that:

                     (a) A preliminary offering circular and an offering
         circular relating to the Offered Securities to be offered by the
         Purchaser have been prepared by the Issuers. Such preliminary
         offering circular (the "PRELIMINARY OFFERING CIRCULAR") and
         offering circular (the "OFFERING CIRCULAR"), as supplemented as of
         the date of this Agreement, together with any other document
         approved by the Issuers for use in connection with the contemplated
         resale of the Offered Securities are hereinafter collectively
         referred to as the "OFFERING DOCUMENT." On the date of this
         Agreement, the Offering Document does not include any untrue
         statement of a material fact or omit to state any material fact
         required to be stated therein or necessary in order to make the
         statements therein, in the light of the circumstances under which
         they were made, not misleading. The preceding sentence does not
         apply to statements in or omissions from the Offering Document
         based upon written information furnished to the Issuers by the
         Purchaser specifically for use therein, it being understood and
         agreed that the only such information is that described as such in
         Section 7(b) hereof.

                     (b) The Company has been duly incorporated and is an
         existing corporation in good standing under the laws of the State
         of Delaware, with power and authority (corporate and other) to own
         its properties and conduct its business as described in the
         Offering Document; and the Company is duly qualified to do business
         as a foreign corporation in good standing in all other
         jurisdictions in which its ownership or lease of property or the
         conduct of its business requires such qualification.

                     (c) Each subsidiary of the Company and the Parent
         Company has been duly formed and is an existing corporation,
         limited partnership or limited liability company, as the case may
         be, in good standing under the laws of the jurisdiction of its
         incorporation, with power and authority (corporate and other) to
         own its properties and conduct its business as described in the
         Offering Document; and each subsidiary of the Company and the
         Parent Company is duly qualified to do business as a foreign
         corporation, partnership or limited liability company, as the case
         may be, in good standing in all other jurisdictions in which its
         ownership or lease of property or the conduct of its business
         requires such qualification except where the failure to be so
         qualified does not or would not individually or in the aggregate
         have a material adverse effect on the condition (financial or
         other), business, properties or results of operations of the
         Company and its subsidiaries taken as a whole ("MATERIAL ADVERSE
         EFFECT"); all of the issued and outstanding capital stock of each
         subsidiary of the Company has been duly authorized and validly
         issued and is fully paid and nonassessable; and except as described
         in the Offering Document the



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         capital stock of each subsidiary owned by the Company, directly or
         through subsidiaries, is owned free from liens, encumbrances and
         defects.

                     (d) The Indenture has been duly authorized; the Offered
         Securities have been duly authorized; and when the Offered
         Securities are delivered and paid for pursuant to this Agreement on
         the Closing Date (as defined below), the Indenture will have been
         duly executed and delivered, such Offered Securities will have been
         duly executed, authenticated, issued and delivered and will conform
         to the description thereof contained in the Offering Document and
         the Indenture and such Offered Securities will constitute valid and
         legally binding obligations of the Issuers, enforceable in
         accordance with their terms, subject to bankruptcy, insolvency,
         fraudulent transfer, reorganization, moratorium and similar laws of
         general applicability relating to or affecting creditors' rights
         and to general equity principles.

                     (e) Except as disclosed in the Offering Document, there
         are no contracts, agreements or understandings between any of the
         Issuers and any person that would give rise to a valid claim
         against any of the Issuers or the Purchaser for a brokerage
         commission, finder's fee or other like payment in connection with
         the transactions contemplated by this Agreement.

                     (f) No consent, approval, authorization, or order of,
         or filing with, any governmental agency or body or any court is
         required for the consummation of the transactions contemplated by
         this Agreement, the Registration Rights Agreement and the Offering
         Document in connection with the issuance and sale of the Offered
         Securities by the Issuers except such as may be required under
         state securities laws, the filing of the Exchange Offer
         Registration Statement or the Shelf Registration Statement with the
         Commission and the order of the Commission declaring the Exchange
         Offer Registration Statement or the Shelf Registration Statement
         (each as defined in the Registration Rights Agreement) effective.

                     (g) The execution, delivery and performance of the
         Indenture, this Agreement and the Registration Rights Agreement,
         and the issuance and sale of the Offered Securities and compliance
         with the terms and provisions thereof will not result in a breach
         or violation of any of the terms and provisions of, or constitute a
         default under, any statute, any rule, regulation or order of any
         governmental agency or body or any court, domestic or foreign,
         having jurisdiction over the Parent Company, the Company or any
         subsidiary of the Company or any of their properties, or any
         agreement or instrument to which the Parent Company, the Company or
         any such subsidiary is a party or by which the Parent Company, the
         Company or any such subsidiary is bound or to which any of the
         properties of the Parent Company, the Company or any such
         subsidiary is subject, or the charter or by-laws of the Parent
         Company, the Company or any such subsidiary, and the Company has
         full power and authority to authorize, issue and sell the Offered
         Securities as contemplated by this Agreement.

                     (h) This Agreement has been duly authorized, executed
         and delivered by the Issuers.

                     (i) Except as disclosed in the Offering Document, the
         Company and its subsidiaries have good and marketable title to all
         real properties and all other properties and assets owned by them,
         in each case free from liens, encumbrances and defects that would
         materially interfere with



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         the use made or to be made thereof by them; and except as disclosed
         in the Offering Document, the Company and its subsidiaries hold any
         leased real or personal property under valid and enforceable leases
         with no exceptions that would materially interfere with the use
         made or to be made thereof by them.

                     (j) The Company and its subsidiaries possess adequate
         certificates, authorities or permits issued by appropriate
         governmental agencies or bodies necessary to conduct the business
         now operated by them and have not received any notice of
         proceedings relating to the revocation or modification of any such
         certificate, authority or permit that, if determined adversely to
         the Company or any of its subsidiaries, would individually or in
         the aggregate have a Material Adverse Effect.

                     (k) No labor dispute with the employees of the Company
         or any subsidiary exists or, to the knowledge of the Issuers, is
         imminent that might have a Material Adverse Effect.

                     (l) The Company and its subsidiaries own, possess or
         can acquire on reasonable terms, adequate trademarks, trade names
         and other rights to inventions, know-how, patents, copyrights,
         confidential information and other intellectual property
         (collectively, "INTELLECTUAL PROPERTY RIGHTS") necessary to conduct
         the business now operated by them, or presently employed by them,
         and have not received any notice of infringement of or conflict
         with asserted rights of others with respect to any intellectual
         property rights that, if determined adversely to the Company or any
         of its subsidiaries, would individually or in the aggregate have a
         Material Adverse Effect.

                     (m) Except as disclosed in the Offering Document,
         neither the Parent Company, the Company nor any of its subsidiaries
         is in violation of any statute, any rule, regulation, decision or
         order of any governmental agency or body or any court, domestic or
         foreign, relating to the use, disposal or release of hazardous or
         toxic substances or relating to the protection or restoration of
         the environment or human exposure to hazardous or toxic substances
         (collectively, "ENVIRONMENTAL LAWS"), owns or operates any real
         property contaminated with any substance that is subject to any
         environmental laws, is liable for any off-site disposal or
         contamination pursuant to any environmental laws, or is subject to
         any claim relating to any environmental laws, which violation,
         contamination, liability or claim would individually or in the
         aggregate have a Material Adverse Effect; and the Company is not
         aware of any pending investigation which might lead to such a
         claim.

                     (n) Except as disclosed in the Offering Document, there
         are no pending actions, suits or proceedings against or affecting
         the Parent Company, the Company, any of its subsidiaries or any of
         their respective properties that, if determined adversely to the
         Parent Company, the Company or any of its subsidiaries, would
         individually or in the aggregate have a Material Adverse Effect, or
         would materially and adversely affect the ability of the Issuers to
         perform their obligations under the Indenture, this Agreement or
         the Registration Rights Agreement or which are otherwise material
         in the context of the sale of the Offered Securities; and no such
         actions, suits or proceedings are threatened or, to the Issuers'
         knowledge, contemplated.



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                     (o) The financial statements included in the Offering
         Document present fairly the financial position of the Parent
         Company and its consolidated subsidiaries as of the dates shown and
         their results of operations and cash flows for the periods shown,
         and, except as otherwise disclosed in the Offering Document, such
         financial statements have been prepared in conformity with the
         generally accepted accounting principles in the United States
         applied on a consistent basis; and the assumptions used in
         preparing the pro forma financial statements included in the
         Offering Document provide a reasonable basis for presenting the
         significant effects directly attributable to the transactions or
         events described therein, the related pro forma adjustments give
         appropriate effect to those assumptions, and the pro forma columns
         therein reflect the proper application of those adjustments to the
         corresponding historical financial statement amounts.

                     (p) Except as disclosed in the Offering Document, since
         the date of the latest audited financial statements included in the
         Offering Document there has been no material adverse change, nor
         any development or event involving a prospective material adverse
         change, in the condition (financial or other), business, properties
         or results of operations of the Company and its subsidiaries taken
         as a whole, and, except as disclosed in or contemplated by the
         Offering Document, there has been no dividend or distribution of
         any kind declared, paid or made by the Parent Company on any class
         of its capital stock or by the Company, except for distributions
         totaling not more than $2.5 million from the Company to the Parent
         Company in the ordinary course of business, on any class of its
         capital stock.

                     (q) The Company is not an open-end investment company,
         unit investment trust or face-amount certificate company that is or
         is required to be registered under Section 8 of the U.S. Investment
         Company Act of 1940 (the "INVESTMENT COMPANY ACT"); and the
         Company is not and, after giving effect to the offering and sale of
         the Offered Securities and the application of the proceeds thereof
         as described in the Offering Document, will not be an "investment
         company" as defined in the Investment Company Act.

                     (r) No securities of the same class (within the meaning
         of Rule 144A(d)(3) under the Securities Act) as the Offered
         Securities are listed on any national securities exchange
         registered under Section 6 of the U.S. Securities Exchange Act of
         1934, as amended (the "EXCHANGE ACT"), or quoted in a U.S.
         automated inter-dealer quotation system.

                     (s) The offer and sale of the Offered Securities in the
         manner contemplated by this Agreement will be exempt from the
         registration requirements of the Securities Act by reason of
         Section 4(2) thereof and Regulation S and Rule 144A thereunder; and
         it is not necessary to qualify an indenture in respect of the
         Offered Securities under the United States Trust Indenture Act of
         1939, as amended (the "TRUST INDENTURE ACT").

                     (t) Neither the Parent Company, nor any of its
         affiliates, nor any person acting on its or their behalf (i) has,
         within the six-month period prior to the date hereof, offered or
         sold in the United States or to any U.S. person (as such terms are
         defined in Regulation S under the Securities Act) the Offered
         Securities or any security of the same class or series as the
         Offered Securities or (ii) has offered or will offer or sell the
         Offered Securities (A) in the United States by means of any form of
         general solicitation or general advertising within the meaning of
         Rule



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         502(c) under the Securities Act or (B) with respect to any such
         securities sold in reliance on Rule 903 of Regulation S
         ("REGULATION S") under the Securities Act, by means of any directed
         selling efforts within the meaning of Rule 902(c) of Regulation S.
         The Parent Company, its affiliates and any person acting on its or
         their behalf have complied and will comply with the offering
         restrictions requirement of Regulation S. The Company has not
         entered and will not enter into any contractual arrangement with
         respect to the distribution of the Offered Securities except for
         this Agreement.

                     (u) There is no "substantial U.S. market interest" as
         defined in Rule 902(j) of Regulation S in the debt securities of
         any of the Issuers.

                     (v) On the Closing Date, the Indenture will conform in
         all material respects to the requirements of the Trust Indenture
         Act, and the rules and regulations of the Commission applicable to
         an indenture which is qualified thereunder.

                     On the Closing Date, the Exchange Securities will have
         been duly authorized by the Issuers; and when the Exchange
         Securities are issued, executed and authenticated in accordance
         with the terms of the Exchange Offer and the Indenture, the
         Exchange Securities will be entitled to the benefits of the
         Indenture and will be the valid and legally binding obligations of
         the Issuers, enforceable in accordance with their terms, subject to
         bankruptcy, insolvency, fraudulent transfer, reorganization,
         moratorium and similar laws of general applicability relating to or
         affecting creditors' rights and to general equity principles.

                     On the Closing Date, the Guarantee to be endorsed on
         the Offered Securities by each Guarantor will have been duly
         authorized by such Guarantor, and will have been duly executed and
         delivered by each such Guarantor and will conform to the
         description thereof contained in the Offering Document. When the
         Offered Securities have been issued, executed and authenticated in
         accordance with the Indenture and delivered to and paid for by the
         Purchaser in accordance with the terms of this Agreement, the
         Guarantee of each Guarantor endorsed thereon will constitute valid
         and legally binding obligations of such Guarantor, enforceable in
         accordance with its terms, subject to bankruptcy, insolvency,
         fraudulent transfer, reorganization, moratorium and similar laws of
         general applicability relating to or affecting creditors' rights
         and to general equity principles.

                     On the Closing Date, the Guarantee to be endorsed on
         the Exchange Securities by each Guarantor will have been duly
         authorized by such Guarantor; and, when issued, will have been duly
         executed and delivered by each such Guarantor and will conform to
         the description thereof contained in the Offering Document. When
         the Exchange Securities have been issued, executed and
         authenticated in accordance with the terms of the Exchange Offer
         and the Indenture, the Guarantee of each Guarantor endorsed thereon
         will constitute valid and legally binding obligations of such
         Guarantor, enforceable in accordance with its terms, subject to
         bankruptcy, insolvency, fraudulent transfer, reorganization,
         moratorium and similar laws of general applicability relating to or
         affecting creditors' rights and to general equity principles.

                     On the Closing Date, the Registration Rights Agreement
         will have been duly authorized, executed and delivered by the
         Issuers. When the Registration Rights Agreement has



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         been duly executed and delivered, the Registration Rights Agreement
         will be a valid and binding agreement of the Issuers, enforceable
         against each Issuer in accordance with its terms, (x) except as to
         rights of indemnity or contribution, or both, that may be limited
         by state and Federal laws or public policy underlying such laws and
         (y) subject to bankruptcy, insolvency, fraudulent transfer,
         reorganization, moratorium and similar laws of general
         applicability relating to or affecting creditors' rights and to
         general equity principles. On the Closing Date, the Registration
         Rights Agreement will conform to the description thereof in the
         Offering Circular.

                     Except as set forth in the Offering Document, there are
         no contracts, agreements or understandings between any Issuer and
         any person granting such person the right to require such Issuer to
         file a registration statement under the Securities Act with respect
         to any securities of such Issuer or to require such Issuer to
         include such securities with the Exchange Securities registered
         pursuant to any Registration Statement.

                     Neither the Company nor any of its subsidiaries nor any
         agent thereof acting on behalf of them has taken, and none of them
         will take, any action that might cause this Agreement or the
         issuance or sale of the Offered Securities to violate Regulation T,
         Regulation U or Regulation X of the Board of Governors of the
         Federal Reserve System.

                  3.     Purchase, Sale and Delivery of Offered Securities.
On the basis of the representations, warranties and agreements herein
contained, but subject to the terms and conditions herein set forth, as of
the Closing Date, the Issuers agree to sell to the Purchaser, and the
Purchaser agrees to purchase from the Issuers, the Offered Securities at a
purchase price of 98% of the principal amount thereof.

                  The Issuers will deliver against payment of the purchase
price the Offered Securities to be offered and sold by the Purchaser in
reliance on Regulation S (the "REGULATION S SECURITIES") in the form of one
or more permanent global Securities in registered form without interest
coupons (the "OFFERED REGULATION S GLOBAL SECURITIES") which will be
deposited with the Trustee as custodian for The Depository Trust Company
("DTC") and registered in the name of Cede & Co., as nominee for DTC. The
Issuers will deliver against payment of the purchase price the Offered
Securities to be purchased by the Purchaser hereunder and to be offered and
sold by the Purchaser in reliance on Rule 144A under the Securities Act (the
"144A SECURITIES") in the form of one permanent global security in
definitive form without interest coupons (the "RESTRICTED GLOBAL
SECURITIES") deposited with the Trustee as custodian for DTC and registered
in the name of Cede & Co., as nominee for DTC. The Regulation S Global
Securities and the Restricted Global Securities shall be assigned separate
CUSIP numbers. The Restricted Global Securities shall include the legend
regarding restrictions on transfer set forth under "Transfer Restrictions"
in the Offering Document.

                  Payment for the Regulation S Securities and the 144A
Securities shall be made by the Purchaser in Federal (same day) funds by
wire transfer to an account at a bank acceptable to the Purchaser and
delivery of the Offered Securities will take place at the office of Cahill
Gordon & Reindel LLP at 9:00 A.M. (New York time), on February 4, 2004, or
at such other time not later than seven full business days thereafter as the
Purchaser and the Company determine, such time being herein referred to as
the "CLOSING DATE", against delivery to the Trustee as custodian for DTC of
(i) the Regulation S Global Securities representing all of the Regulation S
Securities and (ii) the Restricted Global Securities



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representing all of the 144A Securities. The Regulation S Global Securities
and the Restricted Global Securities will be made available for checking at
the office of Cahill Gordon & Reindel LLP at least 24 hours prior to the
Closing Date.

                  4.     Representations by Purchaser; Resale by Purchaser.
(a) The Purchaser represents and warrants to the Company that it is an
"accredited investor" within the meaning of Regulation D under the
Securities Act.

                  (b) The Purchaser acknowledges that the Offered Securities
have not been registered under the Securities Act and may not be offered or
sold within the United States except pursuant to an exemption from, or a
transaction not subject to, the registration requirements of the Securities
Act. The Purchaser represents and agrees that it has not offered or sold and
will not offer or sell, any Offered Securities constituting part of its
allotment within the United States, except in accordance with Rule 903 or
Rule 144A under the Securities Act. Accordingly, neither such Purchaser nor
its affiliates, nor any persons acting on its or their behalf, have engaged
or will engage in any directed selling efforts with respect to the Offered
Securities. Terms used in this subsection (b) have the meanings given to
them by Regulation S.

                  (c) The Purchaser agrees that it and each of its
affiliates has not entered and will not enter into any contractual
arrangement with respect to the distribution of the Offered Securities
except for any such arrangements with the prior written consent of the
Issuers.

                  (d) The Purchaser agrees that it and each of its
affiliates will not offer or sell the Offered Securities in the United
States by means of any form of general solicitation or general advertising
within the meaning of Rule 502(c) under the Securities Act, including, but
not limited to (i) any advertisement, article, notice or other communication
published in any newspaper, magazine or similar media or broadcast over
television or radio or other electronic medium, including the Internet, or
(ii) any seminar or meeting whose attendees have been invited by any general
solicitation or general advertising. The Purchaser agrees, with respect to
resales made in reliance on Rule 144A of any of the Offered Securities, to
deliver either with the confirmation of such resale or otherwise prior to
settlement of such resale a notice to the effect that the resale of such
Offered Securities has been made in reliance upon the exemption from the
registration requirements of the Securities Act provided by Rule 144A.

                  (e) The Purchaser represents and agrees that (i) it has
not offered or sold and prior to the date six months after the date of issue
of the Offered Securities will not offer or sell any Offered Securities to
persons in the United Kingdom except to persons whose ordinary activities
involve them in acquiring, holding, managing or disposing of investments (as
principal or agent) for the purposes of their businesses or otherwise in
circumstances which have not resulted and will not result in an offer to the
public in the United Kingdom within the meaning of the Public Offers of
Securities Regulations 1995; (ii) it has only communicated or caused to be
communicated and will only communicate or cause to be communicated any
invitation or inducement to engage in investment activity (within the
meaning of section 21 of the Financial Services and Markets Act 2000 (the
"FSMA")) received by it in connection with the issue or sale of any Offered
Securities in circumstances in which section 21(1) of the FSMA does not
apply to the Company or any Guarantor; and (iii) it has complied and will
comply with all applicable provisions of the FSMA with respect to anything
done by it in relation to the Offered Securities in, from or otherwise
involving the United Kingdom.



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                  5.     Certain Agreements of the Issuers. The Issuers agree
with the Purchaser that:

                     (a) The Issuers will advise the Purchaser promptly of
         any proposal to amend or supplement the Offering Document and will
         not effect such amendment or supplementation without the
         Purchaser's consent. If, at any time prior to the completion of the
         resale of the Offered Securities by the Purchaser, any event occurs
         as a result of which the Offering Document as then amended or
         supplemented would include an untrue statement of a material fact
         or omit to state any material fact necessary in order to make the
         statements therein, in the light of the circumstances under which
         they were made, not misleading, or if it is necessary at any such
         time to amend or supplement the Offering Document to comply with
         any applicable law, the Issuers promptly will notify the Purchaser
         of such event and promptly will prepare, at their own expense, an
         amendment or supplement which will correct such statement or
         omission or effect such compliance. Neither the Purchaser's consent
         to, nor the Purchaser's delivery to offerees or investors of, any
         such amendment or supplement shall constitute a waiver of any of
         the conditions set forth in Section 6.

                     (b) The Issuers will furnish to the Purchaser copies of
         any preliminary offering circular, the Offering Document and all
         amendments and supplements to such documents, in each case as soon
         as available and in such quantities as the Purchaser requests, and
         the Issuers will furnish to the Purchaser on the date hereof three
         copies of the Offering Document, one of which will include the
         independent accountants' reports therein manually signed by such
         independent accountants. At any time when the Issuers are not
         subject to Section 13 or 15(d) of the Exchange Act, the Issuers
         will promptly furnish or cause to be furnished to the Purchaser
         and, upon request of holders and prospective purchasers of the
         Offered Securities, to such holders and purchasers, copies of the
         information required to be delivered to holders and prospective
         purchasers of the Offered Securities pursuant to Rule 144A(d)(4)
         under the Securities Act (or any successor provision thereto) in
         order to permit compliance with Rule 144A in connection with
         resales by such holders of the Offered Securities. The Issuers will
         pay the expenses of printing and distributing to the Purchaser all
         such documents.

                     (c) The Issuers will arrange for the qualification of
         the Offered Securities for sale and the determination of their
         eligibility for investment under the laws of such jurisdictions in
         the United States and Canada as the Purchaser designates and will
         continue such qualifications in effect so long as required for the
         resale of the Offered Securities by the Purchaser, provided that
         the Issuers will not be required to qualify as a foreign
         corporation or to file a general consent to service of process in
         any such state.

                     (d) During the period of five years hereafter, the
         Issuers will furnish to the Purchaser as soon as practicable after
         the end of each fiscal year, a copy of the Parent Company's annual
         report to shareholders for such year; and the Issuers will furnish
         to the Purchaser (i) as soon as available, a copy of each report
         and any definitive proxy statement Issuers filed with the
         Commission under the Exchange Act or mailed to shareholders, and
         (ii) from time to time, such other information concerning the
         Issuers as the Purchaser may reasonably request.

                     (e) During the period of two years after the Closing
         Date, the Issuers will,



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                                    -10-


         upon request, furnish to the Purchaser and any holder of Offered
         Securities a copy of the restrictions on transfer applicable to the
         Offered Securities.

                     (f) During the period of two years after the Closing
         Date, the Issuers will not, and will not permit any of its
         affiliates (as defined in Rule 144 under the Securities Act) to,
         resell any of the Offered Securities that have been reacquired by
         any of them.

                     (g) During the period of two years after the Closing
         Date, the Issuers will not be or become, an open-end investment
         company, unit investment trust or face-amount certificate company
         that is or is required to be registered under Section 8 of the
         Investment Company Act.

                     (h) The Issuers will pay all expenses incidental to the
         performance of its obligations under this Agreement, the Indenture,
         and the Registration Rights Agreement, including (i) the fees and
         expenses of the Trustee and its professional advisers; (ii) all
         expenses in connection with the execution, issue, authentication,
         packaging and initial delivery of the Offered Securities and, as
         applicable, the Exchange Securities, the preparation and printing
         of this Agreement, the Registration Rights Agreement, the Offered
         Securities, the Indenture, the Offering Document and amendments and
         supplements thereto, and any other document relating to the
         issuance, offer, sale and delivery of the Offered Securities and as
         applicable, the Exchange Securities; (iii) the cost of qualifying
         the Offered Securities for trading in The PortalSM Market
         ("PORTAL") and any expenses incidental thereto; (iv) the cost of
         any advertising approved by the Issuers in connection with the
         issue of the Offered Securities; (v) for any expenses (including
         fees and disbursements of counsel) incurred in connection with
         qualification of the Offered Securities or the Exchange Securities
         for sale under the laws of such jurisdictions in the United States
         and Canada as the Purchaser designates and the printing of
         memoranda relating thereto; (vi) for any fees charged by investment
         rating agencies for the rating of the Securities or the Exchange
         Securities; and (vii) for expenses incurred in distributing
         preliminary offering circulars and the Offering Document (including
         any amendments and supplements thereto) to the Purchaser. The
         Issuers will also pay or reimburse the Purchaser (to the extent
         incurred by them) for all travel expenses of the Purchaser (to the
         extent reasonable) and the Issuers officers and employees and any
         other expenses of the Purchaser (to the extent reasonable) and the
         Issuers in connection with attending or hosting meetings with
         prospective purchasers of the Offered Securities from the
         Purchaser.

                     (i) In connection with the offering, until the
         Purchaser shall have notified the Issuers of the completion of the
         resale of the Offered Securities, none of the Issuers nor any of
         their respective affiliates has or will, either alone or with one
         or more other persons, bid for or purchase for any account in which
         it or any of its affiliates has a beneficial interest any Offered
         Securities or attempt to induce any person to purchase any Offered
         Securities; and neither it nor any of its affiliates will make bids
         or purchases for the purpose of creating actual, or apparent,
         active trading in, or of raising the price of, the Offered
         Securities.

                     (j) For a period of 180 days after the date of the
         initial offering of the Offered Securities by the Purchaser, none
         of the Issuers will offer, sell, contract to sell, pledge or
         otherwise dispose of, directly or indirectly, any United States
         dollar-denominated debt securities



<PAGE>
<PAGE>

                                    -11-


         issued or guaranteed by any of the Issuers and having a maturity of
         more than one year from the date of issue or publicly disclose the
         intention to make any such offer, sale, pledge, disposition or
         filing. None of the Issuers will at any time offer, sell, contract
         to sell, pledge or otherwise dispose of, directly or indirectly,
         any securities under circumstances where such offer, sale, pledge,
         contract or disposition would cause the exemption afforded by
         Section 4(2) of the Securities Act or the safe harbor of Regulation
         S thereunder to cease to be applicable to the offer and sale of the
         Offered Securities.

                  6.     Conditions of the Obligations of the Purchaser. The
obligations of the Purchaser to purchase and pay for the Offered Securities
will be subject to the accuracy of the representations and warranties on the
part of the Issuers herein, to the accuracy of the statements of officers of
the Issuers made pursuant to the provisions hereof, to the performance by
the Issuers of their respective obligations hereunder and to the following
additional conditions precedent:

                     (a) The Purchaser shall have received a letter, dated
         the date of this Agreement, of Ernst & Young LLP in form and
         substance satisfactory to the Purchaser concerning the financial
         information with respect to the Issuers set forth in the Offering
         Document.

                     (b) Subsequent to the execution and delivery of this
         Agreement, there shall not have occurred (i) a change in U.S. or
         international financial, political or economic conditions or
         currency exchange rates or exchange controls as would, in the
         judgment of the Purchaser, be likely to prejudice materially the
         success of the proposed issue, sale or distribution of the Offered
         Securities, whether in the primary market or in respect of dealings
         in the secondary market, or (ii) (A) any change, or any development
         or event involving a prospective change, in the condition
         (financial or other), business, properties or results of operations
         of the Company or its subsidiaries which, in the judgment of the
         Purchaser, is material and adverse and makes it impractical or
         inadvisable to proceed with completion of the offering or the sale
         of and payment for the Offered Securities; (B) any downgrading in
         the rating of any debt securities of any Issuer by any "nationally
         recognized statistical rating organization" (as defined for
         purposes of Rule 436(g) under the Securities Act), or any public
         announcement that any such organization has under surveillance or
         review its rating of any debt securities of any Issuer (other than
         an announcement with positive implications of a possible upgrading,
         and no implication of a possible downgrading, of such rating) or
         any announcement that any Issuer has been placed on negative
         outlook; (C) any suspension or limitation of trading in securities
         generally on the New York Stock Exchange, or any setting of minimum
         prices for trading on such exchange, or any suspension of trading
         of any securities of the Issuers on any exchange or in the
         over-the-counter market; (D) any banking moratorium declared by
         U.S. Federal or New York authorities; (E) any major disruption of
         settlements of securities; or (F) any attack on, outbreak or
         escalation of major hostilities or act of terrorism in which the
         United States is involved, any declaration of war by Congress or
         any other substantial national or international calamity or
         emergency if, in the judgment of the Purchaser, the effect of any
         such attack, outbreak, escalation, act, declaration, calamity or
         emergency makes it impractical or inadvisable to proceed with
         completion of the offering or sale of and payment for the Offered
         Securities.

                     (c) The Purchaser shall have received an opinion, dated
         the Closing Date, of Faegre & Benson LLP, special counsel for the
         Company, that:



<PAGE>
<PAGE>

                                    -12-


                             (i)    The Company has been duly incorporated
                  and is an existing corporation in good standing under the
                  laws of the State of Delaware, with corporate power and
                  authority to own its properties and conduct its business
                  as described in the Offering Document; and the Company is
                  duly qualified to do business as a foreign corporation in
                  good standing in all other jurisdictions in which its
                  ownership or lease of property or the conduct of its
                  business requires such qualification, except where failure
                  to be so qualified would not have a Material Adverse
                  Effect;

                             (ii)   The Indenture has been duly authorized,
                  executed and delivered by the Company and each Guarantor
                  and, assuming due authorization, execution and delivery
                  thereof by the Trustee, the Indenture constitutes a
                  legally valid and binding agreement of each of the
                  Issuers, enforceable against each of the Issuers in
                  accordance with its terms, subject to bankruptcy,
                  insolvency, fraudulent transfer, reorganization,
                  moratorium and similar laws of general applicability
                  relating to or affecting creditors' rights and general
                  equity principles; the Notes have been duly authorized by
                  the Company and, when executed, authenticated and issued
                  in accordance with the terms of the Indenture and
                  delivered to and paid for by the Purchaser in accordance
                  with this Agreement, the Notes will be legally valid and
                  binding obligations of the Company enforceable against the
                  Company in accordance with their terms, subject to
                  bankruptcy, insolvency, fraudulent transfer,
                  reorganization, moratorium and similar laws of general
                  applicability relating to or affecting creditors' rights
                  and to general equity principles;

                             (iii)  No consent, approval, authorization or
                  order of, or filing with, any governmental agency or body
                  or any court is required for the consummation of the
                  transactions contemplated by this Agreement and the
                  Registration Rights Agreement in connection with the
                  issuance or sale of the Offered Securities by the Issuers,
                  except (y) such as may be required under state securities
                  laws and (z) the filing of the Exchange Offer Registration
                  Statement or the Shelf Registration Statement with the
                  Commission and the order of the Commission declaring the
                  Exchange Offer Registration Statement or the Shelf
                  Registration Statement effective;

                             (iv)   There are no pending actions, suits or
                  proceedings against the Company, any of its subsidiaries
                  or any of their respective properties that, if determined
                  adversely to the Company or any of its subsidiaries, would
                  individually or in the aggregate have a Material Adverse
                  Effect, or would materially and adversely affect the
                  ability of any Issuer to perform its obligations under the
                  Indenture, this Agreement or the Registration Rights
                  Agreement, and no such actions, suits or proceedings are,
                  to such counsel's knowledge, threatened or contemplated;

                             (v)    The execution, delivery and performance
                  by the Company and the Guarantors of the Indenture, this
                  Agreement and the Registration Rights Agreement, and the
                  issuance and sale of the Offered Securities and compliance
                  with the terms and provisions thereof will not result in a
                  breach or violation of any of the terms and provisions of,
                  or constitute a default under, any statute, any rule,
                  regulation or order of any governmental agency or body or
                  any court having jurisdiction over the Company or any
                  Guarantor or any of their properties, or any agreement or
                  instrument to which the



<PAGE>
<PAGE>

                                    -13-


                  Company or any such Guarantor is a party or by which the
                  Company or any such Guarantor is bound or to which any of
                  the properties of the Company or any such Guarantor is
                  subject, or the charter or by-laws of the Company or any
                  such Guarantor, and the Issuers have the corporate power
                  and authority to authorize, issue and sell the Offered
                  Securities as contemplated by this Agreement;

                             (vi)   The descriptions in the Offering Circular
                  of statutes, certain U.S. federal income tax
                  considerations, legal and governmental proceedings and
                  contracts and other documents are accurate and fairly
                  present the information required to be shown;

                             (vii)  This Agreement and the Registration
                  Rights Agreement have each been duly authorized, executed
                  and delivered by the Issuers;

                             (viii) It is not necessary in connection with
                  (i) the offer, sale and delivery of the Offered Securities
                  by the Issuers to the Purchaser pursuant to this Agreement
                  or (ii) the resales of the Offered Securities by the
                  Purchaser in the manner contemplated by this Agreement, to
                  register the Offered Securities under the Securities Act
                  or to qualify an indenture in respect thereof under the
                  Trust Indenture Act of 1939, as amended (the "TIA");

                             (ix)   The Indenture meets the requirements for
                  qualification under the TIA and the rules and regulations
                  of the Commission applicable to an indenture which is
                  qualified thereunder;

                             (x)    The Exchange Securities have been
                  duly authorized by the Company; and when the Exchange
                  Securities are executed, issued and authenticated in
                  accordance with the terms of the Exchange Offer and the
                  Indenture, the Exchange Securities will be entitled to the
                  benefits of the Indenture and will be the legally valid
                  and binding obligations of the Company, enforceable
                  against the Company in accordance with their terms,
                  subject to bankruptcy, insolvency, fraudulent transfer,
                  reorganization, moratorium and similar laws of general
                  applicability relating to or affecting creditors' rights
                  and to general equity principles;

                             (xi)   The Guarantees to be endorsed on the Notes
                  have been duly authorized by each Guarantor, and when
                  executed and delivered in accordance with the terms of the
                  Indenture will, upon due execution and delivery of the
                  Notes by the Company and due authentication of the Notes
                  by the Trustee against payment therefor in accordance with
                  the terms of the Indenture and this Agreement, be the
                  legally valid and binding obligations of each of the
                  Guarantors, enforceable against the Guarantors in
                  accordance with their terms, subject to bankruptcy,
                  insolvency, fraudulent transfer, reorganization,
                  moratorium and similar laws of general applicability
                  relating to or affecting creditors' rights and to general
                  equity principles;

                             (xii)  The Guarantees to be endorsed on the
                  Exchange Securities have been duly authorized by each
                  Guarantor, and when executed and delivered in accordance
                  with the Indenture will, upon due execution and delivery
                  of the Exchange Securities by the



<PAGE>
<PAGE>

                                    -14-


                  Company and due authentication of the Exchange Securities
                  by the Trustee against exchange therefor in accordance
                  with the Indenture and this Agreement, be the legally
                  valid and binding obligations of each Guarantor,
                  enforceable against each Guarantor in accordance with
                  their terms, subject to bankruptcy, insolvency, fraudulent
                  transfer, reorganization, moratorium and similar laws of
                  general applicability relating to or affecting creditors'
                  rights and to general equity principles; and

                             (xiii) To such counsel's knowledge, there are
                  no contracts, agreements or understandings between any
                  Issuer and any person granting such person the right to
                  require such Issuer to file a registration statement under
                  the Securities Act with respect to any securities of such
                  Issuer or to require such Issuer to include such
                  securities with the Securities and Guarantees registered
                  pursuant to any Registration Statement.

         In addition, such letter shall contain a paragraph stating that
         such counsel has participated in reviews and discussions in
         connection with the preparation of the Offering Circular, and in
         the course of such reviews and discussions and such other
         investigations as such counsel has deemed necessary, no facts came
         to such counsel's attention that lead such counsel to believe that
         the Offering Circular (except as to the financial statements and
         other related financial and other related statistical data
         contained therein, as to all of which such counsel does not need to
         express a belief), as of the date hereof and as of the Closing
         Date, contained any untrue statement of a material fact required to
         be stated therein or omitted to state any material fact required to
         be stated therein or necessary to make the statements therein, in
         light of the circumstances under which they were made, not
         misleading.

                     (d) The Purchaser shall have received from Cahill
         Gordon & Reindel LLP, counsel for the Purchaser, an opinion, dated
         the Closing Date, with respect to the incorporation of the Company,
         the validity of the Offered Securities, the Offering Circular, the
         exemption from registration for the offer and sale of the Offered
         Securities by the Issuers to the Purchaser and the resales by the
         Purchaser as contemplated hereby and other related matters as the
         Purchaser may require, and the Issuers shall have furnished to such
         counsel such documents as they request for the purpose enabling
         them to pass upon such matters.

                     (e) The Purchaser shall have received a certificate,
         dated the Closing Date, of the President or any Vice President and
         a principal financial or accounting officer of each Issuer in which
         such officers, to the best of their knowledge after reasonable
         investigation, shall state that the representations and warranties
         of the Issuers in this Agreement are true and correct, that such
         Issuer has complied with all agreements and satisfied all
         conditions on its part to be performed or satisfied hereunder at or
         prior to the Closing Date, and that, subsequent to the dates of the
         most recent financial statements in the Offering Document there has
         been no material adverse change, nor any development or event
         involving a prospective material adverse change, in the condition
         (financial or other), business, properties or results of operations
         of the Company and its subsidiaries taken as a whole except as set
         forth in or contemplated by the Offering Document or as described
         in such certificate.

                     (f) The Purchaser shall have received a letter, dated
         the Closing Date, of Ernst & Young LLP which meets the requirements
         of subsection (a) of this Section.



<PAGE>
<PAGE>

                                    -15-


                     (g) The requisite lenders and agents under the
         Company's senior credit agreement shall have consented in writing
         to the issuance of the Offered Securities and the use of proceeds
         therefrom as contemplated by this Agreement, and such consent shall
         be in form and substance reasonably satisfactory to the Purchaser
         and the Company.

                     (h) The Company's offer to purchase and solicitation
         for consents (the "OFFER TO PURCHASE") relating to its 8 3/4%
         senior subordinated notes due 2008 (the "EXISTING NOTES") pursuant
         to the Offer to Purchase and Consent Solicitation Statement dated
         January 21, 2004 attached hereto as Exhibit II, (the "OFFER TO
         PURCHASE AND CONSENT SOLICITATION STATEMENT") shall have commenced
         and to the extent such Existing Notes have not been validly
         tendered and accepted for redemption pursuant to the Offer to
         Purchase, the Company shall have irrevocably called for redemption
         all of its outstanding Existing Notes and shall provide evidence
         thereof reasonably satisfactory to the Purchaser.

                     (i) Subsequent to the execution and delivery of this
         Agreement, no "nationally recognized statistical rating
         organization" as such term is defined for purposes of Rule
         436(g)(2) under the Securities Act (i) has imposed (or has informed
         any Issuer that it is considering imposing) any condition
         (financial or otherwise) on an Issuer retaining any rating assigned
         to any debt securities of such Issuer or (ii) has indicated to any
         Issuer that it is considering (a) the downgrading, suspension, or
         withdrawal of, or any review for a possible change that does not
         indicate the direction of the possible change in, any rating so
         assigned or (b) any change in the outlook for any rating on the
         debt securities of such Issuer.

                  The Issuers will furnish the Purchaser with such conformed
copies of such opinions, certificates, letters and documents as the
Purchaser reasonably requests. The Purchaser may in its sole discretion
waive compliance with any conditions to the obligations of the Purchaser
hereunder, whether in respect of an Optional Closing Date or otherwise.

                  7.     Indemnification and Contribution. (a) Each of
the Issuers will indemnify and hold harmless the Purchaser, its partners,
directors and officers and each person, if any, who controls such Purchaser
within the meaning of Section 15 of the Securities Act, against any losses,
claims, damages or liabilities, joint or several, to which such Purchaser
may become subject, under the Securities Act or the Exchange Act or
otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon any breach of any
of the representations and warranties of the Company contained herein or any
untrue statement or alleged untrue statement of any material fact contained
in the Offering Document, or any amendment or supplement thereto, or any
related preliminary offering circular, or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading,
including any losses, claims, damages or liabilities arising out of or based
upon any Issuer's failure to perform its obligations under Section 5(a) of
this Agreement, and will reimburse the Purchaser for any legal or other
expenses reasonably incurred by such Purchaser in connection with
investigating or defending any such loss, claim, damage, liability or action
as such expenses are incurred; provided, however, that the Issuers will not
be liable in any such case to the extent that any such loss, claim, damage
or liability arises out of or is based upon an untrue statement or alleged
untrue statement in or omission or alleged omission from any of such
documents in reliance upon and in conformity with written information
furnished to the Issuers



<PAGE>
<PAGE>

                                    -16-


by the Purchaser specifically for use therein, it being understood and
agreed that the only such information consists of the information described
as such in subsection (b) below.

                  (b) The Purchaser will indemnify and hold harmless the
Issuers, their respective directors and officers and each person, if any,
who controls the Issuers within the meaning of Section 15 of the Securities
Act, against any losses, claims, damages or liabilities to which the Issuers
may become subject, under the Securities Act or the Exchange Act or
otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon any untrue
statement or alleged untrue statement of any material fact contained in the
Offering Document, or any amendment or supplement thereto, or any related
preliminary offering circular, or arise out of or are based upon the
omission or the alleged omission to state therein a material fact required
to be stated therein or necessary in order to make the statements therein,
in the light of the circumstances under which they were made, not
misleading, in each case to the extent, but only to the extent, that such
untrue statement or alleged untrue statement or omission or alleged omission
was made in reliance upon and in conformity with written information
furnished to the Issuers by the Purchaser specifically for use therein, and
will reimburse any legal or other expenses reasonably incurred by the
Issuers in connection with investigating or defending any such loss, claim,
damage, liability or action as such expenses are incurred, it being
understood and agreed that the only such information furnished by the
Purchaser consists of the following information in the Offering Document
furnished on behalf of the Purchaser: under the caption "Plan of
Distribution", the final three paragraphs thereof; provided, however, that
the Purchaser shall not be liable for any losses, claims, damages or
liabilities arising out of or based upon the Issuers' failure to perform its
obligations under Section 5(a) of this Agreement.

                  (c) Promptly after receipt by an indemnified party under
this Section of notice of the commencement of any action, such indemnified
party will, if a claim in respect thereof is to be made against the
indemnifying party under subsection (a) or (b) above, notify the
indemnifying party of the commencement thereof; but the omission so to
notify the indemnifying party will not relieve it from any liability which
it may have to any indemnified party otherwise than under subsection (a) or
(b) above unless the indemnifying party is materially prejudiced thereby. In
case any such action is brought against any indemnified party and it
notifies the indemnifying party of the commencement thereof, the
indemnifying party will be entitled to participate therein and, to the
extent that it may wish, jointly with any other indemnifying party similarly
notified, to assume the defense thereof, with counsel reasonably
satisfactory to such indemnified party (who shall not, except with the
consent of the indemnified party, be counsel to the indemnifying party), and
after notice from the indemnifying party to such indemnified party of its
election so to assume the defense thereof, the indemnifying party will not
be liable to such indemnified party under this Section for any legal or
other expenses subsequently incurred by such indemnified party in connection
with the defense thereof other than reasonable costs of investigation. No
indemnifying party shall, without the prior written consent of the
indemnified party, effect any settlement of any pending or threatened action
in respect of which any indemnified party is or could have been a party and
indemnity could have been sought hereunder by such indemnified party unless
such settlement includes an unconditional release of such indemnified party
from all liability on any claims that are the subject matter of such action
and does not include a statement as to or an admission of fault, culpability
or failure to act by or on behalf of any indemnified party.

                  (d) If the indemnification provided for in this Section is
unavailable or insufficient to hold harmless an indemnified party under
subsection (a) or (b) above, then each indemnifying party shall



<PAGE>
<PAGE>

                                    -17-


contribute to the amount paid or payable by such indemnified party as a
result of the losses, claims, damages or liabilities referred to in
subsection (a) or (b) above (i) in such proportion as is appropriate to
reflect the relative benefits received by the Issuers on the one hand and
the Purchaser on the other from the offering of the Offered Securities or
(ii) if the allocation provided by clause (i) above is not permitted by
applicable law, in such proportion as is appropriate to reflect not only the
relative benefits referred to in clause (i) above but also the relative
fault of the Issuers on the one hand and the Purchaser on the other in
connection with the statements or omissions which resulted in such losses,
claims, damages or liabilities as well as any other relevant equitable
considerations. The relative benefits received by the Issuers on the one
hand and the Purchaser on the other shall be deemed to be in the same
proportion as the total net proceeds from the offering (before deducting
expenses) received by the Issuers bear to the total discounts and
commissions received by the Purchaser from the Issuers under this Agreement.
The relative fault shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by the Issuers or the Purchaser and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
untrue statement or omission. The amount paid by an indemnified party as a
result of the losses, claims, damages or liabilities referred to in the
first sentence of this subsection (d) shall be deemed to include any legal
or other expenses reasonably incurred by such indemnified party in
connection with investigating or defending any action or claim which is the
subject of this subsection (d). Notwithstanding the provisions of this
subsection (d), the Purchaser shall not be required to contribute any amount
in excess of the amount by which the total price at which the Offered
Securities purchased by it were resold exceeds the amount of any damages
which such Purchaser has otherwise been required to pay by reason of such
untrue or alleged untrue statement or omission or alleged omission.

                  (e) The obligations of the Issuers under this Section
shall be in addition to any liability which the Issuers may otherwise have
and shall extend, upon the same terms and conditions, to each person, if
any, who controls the Purchaser within the meaning of the Securities Act or
the Exchange Act; and the obligations of the Purchaser under this Section
shall be in addition to any liability which the Purchaser may otherwise have
and shall extend, upon the same terms and conditions, to each person, if
any, who controls the Issuers within the meaning of the Securities Act or
the Exchange Act.

                  8.     Survival of Certain Representations and Obligations.
The respective indemnities, agreements, representations, warranties and
other statements of the Issuers or its officers and of the Purchaser set
forth in or made pursuant to this Agreement will remain in full force and
effect, regardless of any investigation, or statement as to the results
thereof, made by or on behalf of the Purchaser, the Issuers or any of their
respective representatives, officers or directors or any controlling person,
and will survive delivery of and payment for the Offered Securities. If for
any reason the purchase of the Offered Securities by the Purchaser is not
consummated, the Issuers shall remain responsible for the expenses to be
paid or reimbursed by it to the Purchaser pursuant to Section 5 and the
respective obligations of the Issuers to the Purchaser and the Purchaser to
the Issuers pursuant to Section 7 shall remain in effect. If the purchase of
the Offered Securities by the Purchaser is not consummated for any reason
other than solely because of the occurrence of any event specified in clause
(C), (D), (E) or (F) of Section 6(b)(ii), the Issuers will reimburse the
Purchaser for all out-of-pocket expenses (including fees and disbursements
of counsel) reasonably incurred by them in connection with the offering of
the Offered Securities.



<PAGE>
<PAGE>

                                    -18-


                  9.     Notices. All communications hereunder will be
in writing and, if sent to the Purchaser will be mailed, delivered or
telegraphed and confirmed to the Purchaser, c/o Credit Suisse First Boston
LLC, Eleven Madison Avenue, New York, N.Y. 10010-3629, Attention: Investment
Banking Department - Transactions Advisory Group, or, if sent to the
Issuers, will be mailed, delivered or telegraphed and confirmed to it at
Mail-Well, Inc., 8310 S. Valley Highway, Englewood, Colorado 80112,
Attention: General Counsel provided, however, that any notice to the
Purchaser pursuant to Section 7 will be mailed, delivered or telegraphed and
confirmed to such Purchaser.

                  10.    Successors. This Agreement will inure to the benefit
of and be binding upon the parties hereto and their respective successors
and the controlling persons referred to in Section 7, and no other person
will have any right or obligation hereunder, except that holders of Offered
Securities shall be entitled to enforce the agreements for their benefit
contained in the second and third sentences of Section 5(b) hereof against
the Issuers as if such holders were parties thereto.

                  11.    Counterparts. This Agreement may be executed in any
number of counterparts, each of which shall be deemed to be an original, but
all such counterparts shall together constitute one and the same Agreement.

                  12.    APPLICABLE LAW. THIS AGREEMENT SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.

                  Each Issuer hereby submits to the non-exclusive
jurisdiction of the Federal and state courts in the Borough of Manhattan in
The City of New York in any suit or proceeding arising out of or relating to
this Agreement or the transactions contemplated hereby.

                          (Signature Pages Follow)



<PAGE>
<PAGE>

                                    -19-


                  If the foregoing is in accordance with the Purchaser's
understanding of our agreement, kindly sign and return to us one of the
counterparts hereof, whereupon it will become a binding agreement between
the Issuers and the Purchaser in accordance with its terms.

                                   Very truly yours,
                                   MAIL-WELL I CORPORATION


                                   By:

                                       Name:
                                       Title:


                                   MAIL-WELL, INC.


                                   By:

                                       Name:
                                       Title:


                                   1158673 ONTARIO, INC.
                                   CLASSIC ENVELOPE PLUS, LTD.
                                   CML INDUSTRIES LTD.
                                   DISCOUNT LABELS, INC.

                                   ENVELOPE INC.-ENVELOPPE TRANSIT INC.
                                   INNOVA ENVELOPE INC.
                                   MAIL-WELL ALBERTA FINANCE LP
                                   MAIL-WELL CANADA LEASING COMPANY
                                   MAIL-WELL COMMERCIAL PRINTING, INC.
                                   MAIL-WELL GOVERNMENT PRINTING, INC.
                                   MAIL-WELL MEXICO HOLDINGS, INC.
                                   MAIL-WELL SERVICES LLC
                                   MAIL-WELL TEXAS FINANCE LP
                                   MAIL-WELL WEST, INC.
                                   MCLAREN MORRIS & TODD COMPANY
                                   MM&T PACKAGING COMPANY
                                   NATIONAL GRAPHICS COMPANY
                                   PNG INC.
                                   POSER BUSINESS FORMS, INC.
                                   PRECISION FINE PAPERS, INC.
                                   REGIONAL ENVELOPPE PRODUCTS INC.-PRODUCTS
                                     ENVELOPPE



<PAGE>
<PAGE>

                                    -20-


                                   REGIONAL INC.
                                   SUPREMEX, INC.
                                   WISCO III, L.L.C.



                                   By:
                                      --------------------------------------
                                       Name:
                                       Title:




<PAGE>
<PAGE>

                                    -21-


The foregoing Purchase Agreement
    is hereby confirmed and accepted
    as of the date first above written.


CREDIT SUISSE FIRST BOSTON LLC


By
   -------------------------------
   Name:
   Title: