<PAGE>   1

to be payable in connection with the execution, delivery, filing and recording
of the Loan Documents and the other documents to be delivered under the Loan
Documents, and agrees to save the Bank harmless from and against any and all
liabilities with respect to or resulting from any delay in paying or omission to
pay such taxes and fees.


SECTION 6.06 RIGHT OF SET-OFF. Upon the occurrence and during the continuance of
any Event of Default, the Bank is hereby authorized at any time and from time to
time, to the fullest extent permitted by law, to set off and apply any and all
deposits (general or special, time or demand, provisional or final) at any time
held and other indebtedness at any time owing by the Bank to or for the credit
or the account of the Loan Parties against any and all of the obligations of the
Loan Parties now or hereafter existing under any Loan Document, irrespective of
whether or not the Bank shall have made any demand under such Loan Document and
although such obligations may be unmatured. The Bank agrees promptly to notify
the Loan Parties after any such set-off and application, provided that the
failure to give such notice shall not affect the validity of such set-off and
application. The rights of the Bank under this Section are in addition to other
rights and remedies (including, without limitation, other rights of set-off)
which the Bank may have.


SECTION 6.07. BINDING EFFECT; GOVERNING LAW. This Agreement shall be binding
upon and inure to the benefit of the Borrower and the Bank and their respective
successors and assigns, except that the Borrower shall not have the right to
assign its rights hereunder or any interest herein without the prior written
consent of the Bank. This Agreement and the Note shall be governed by, and
construed in accordance with, the laws of the State of Nebraska.



        IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers thereunto duly authorized, as of the date
first above written.





                                          DATA DOCUMENTS, INC., a Nebraska
                                          corporation




                                          By:____________________________
                                          Title:_________________________





                                          FIRST BANK NATIONAL ASSOCIATION



                                          By:____________________________
                                          Title:_________________________











                                       20
<PAGE>   2

                                                                 EXHIBIT 10.34


                             INTERCREDITOR AGREEMENT


        THIS INTERCREDITOR AGREEMENT (this "Agreement") is made and entered into
as of this 31st day of January, 1997, by and among BANK OF NEW YORK (together
with any successors pursuant to the terms of the Indenture referred to below,
the "Trustee"), as trustee for the holders of the Senior Secured Notes (as
defined below) (together with their successors and assigns and any other holder
of Note Indebtedness (as defined below), the "Noteholders"), and FIRST BANK
NATIONAL ASSOCIATION, a National banking association (together with its
successors and assigns and any other holder of any First Bank Indebtedness (as
defined below), "First Bank").


                                 R E C I T A L S


        I. DDI and First Bank propose to enter into that certain Loan Agreement,
dated as of January 31, 1997 (the "Financing Agreement"), pursuant to which
First Bank granted DDI a maximum credit line of Twenty Million Dollars
($20,000,000), payment of which is guaranteed by PBF Washington, Inc., a
Washington corporation ("PBF), Cal Emblem Labels, Inc., a California corporation
("Emblem") and Data Documents Incorporated, a Delaware corporation
("Incorporated"), by virtue of Commercial Guaranty Agreements dated January 31,
1997 (collectively the "Guaranty Agreements") with DDI's, PBF's, Emblem's and
Incorporated's obligations and liabilities to First Bank being secured by a
first priority security interest in, among other things, all of DDI's, PBF's,
Emblem's and Incorporated's accounts, and the proceeds thereof and all of DDI's,
PBF's, Emblem's and Incorporated's inventory by virtue of Commercial Security
Agreements each dated December 15, 1996 between each of DDI, PBF, Emblem and
Incorporated with First Bank (collectively the "Security Agreements")(the
Financing Agreement, the Guaranty Agreements and the Security Agreements and the
documents ancillary thereto are collectively referred to herein as the "Facility
Documents").


        II. DDI has issued thirteen and one-half percent (13-1/2%) senior
secured notes of DDI in the aggregate principal amount of Eighty-Five Million
Dollars ($85,000,000), due 2002 (the "Senior Secured Notes"), pursuant to the
terms of that certain Indenture, dated as of November 28, 1994, between Data and
Trustee (the "Indenture" and together with the Senior Secured Notes and the
documents ancillary thereto are collectively referred to herein as the "Note
Documents").

         III. Pursuant to the terms of the Note Documents, the Senior Secured
Notes are secured by a security interest in substantially all of the assets of
DDI and PBF (including accounts, contract rights, deposit accounts, real estate,
fixed assets, inventory, intellectual property rights and other intangible
assets), and all proceeds of the foregoing, then in existence or thereafter
acquired.

         IV. First Bank's obligation to lend to DDI is conditioned upon First
Bank and the Trustee entering into this Agreement to define the relative rights
of First Bank and the Trustee in the Collateral (as defined below) with respect
to one another.









                                       21
<PAGE>   3


                                A G R E E M E N T


        NOW, THEREFORE, the parties hereto agree as follows:


        A.     Certain Definitions.

               1. Accounts. The term "Accounts" shall mean any and all accounts
of Borrower, and in any event includes all accounts, contract rights, rights to
payment and other obligations of any sale or lease of merchandise, goods or
commodities, including, but not limited to, reclaimed or returned goods or
merchandise, or the rendering of services or arising from any other transaction,
however evidenced (including, without limitation, chattel paper, documents and
instruments (as such terms are defined in the Uniform Commercial Code), but only
if and to the extent that they evidence such accounts, contract rights, rights
to payment and other obligations described above), and whether or not earned by
performance, all guaranties, indemnities and security with respect to the
foregoing, and all letters of credit relating thereto, in each case whether now
existing or hereafter acquired or arising.

               2. Borrower, Guarantors and Loan Parties. The term "Borrower"
shall mean DDI. The term "Guarantors" shall mean, collectively, Emblem, PBF and
Incorporated. The term "Loan Parties" shall mean, collectively, Borrower and the
Guarantors.

               3. Collateral. The term "Collateral" shall mean the First Bank
Primary Collateral and the Noteholders' Primary Collateral.

               4. First Bank Indebtedness. The term "First Bank Indebtedness"
shall mean the sum of Twenty Million Dollars ($20,000,000) or such other
principal amount as is advanced and outstanding under the Facility Documents and
all other obligations of the Loan Parties to First Bank, whether arising under
the Facility Documents or otherwise, including, without limitation, all interest
and all fees, expenses and other amounts owing to First Bank under the Facility
Documents or otherwise (including any interest thereon), whether presently
existing or outstanding or arising in the future.

               5. First Bank Primary Collateral. The term "First Bank Primary
Collateral" shall mean the Accounts of Borrower and the Guarantors and the
proceeds thereof, including without limitation proceeds in one or more lock
boxes or deposit accounts held at First Bank or elsewhere, but specifically
excluding the Post-Event Accounts.

               6. Indebtedness. The term "Indebtedness" shall mean the First
Bank Indebtedness and the Note Indebtedness.

               7. Inventory. The term "Inventory" shall mean all of the Loan
Parties' raw materials, work in process, finished goods, and all other inventory
of whatsoever kind and nature, wherever located, whether now owned or hereafter
existing or acquired by Borrower, including without limitation, all wrapping,
packaging, advertising, shipping materials, and all other goods consumed in our
business, all labels and other devices, names or marks affixed or to be affixed
thereto for purposes of selling or of identifying the same or the seller or
manufacturer thereof and all of the Loan Parties' right, title and interest
therein and thereto.









                                        2
<PAGE>   4


               8. Liquidating, Event. The term "Liquidating Event" shall have
the meaning set forth in Section F.1 herein.

               9. Note Indebtedness. The term "Note Indebtedness" shall mean the
sum of Eighty-Five Million Dollars ($85,000,000) or such lesser principal amount
as is advanced and outstanding under the Note Documents and all other
obligations of the Loan Parties to the Noteholders, whether arising under the
Note Documents or otherwise, including, without limitation, all interest and all
fees, expenses and other amounts owing to the Noteholders under the Note
Documents or otherwise (including any interest thereon), whether presently
existing or outstanding or arising in the future.

               10. Noteholders' Primary Collateral. The term "Noteholders'
Primary Collateral" shall mean all collateral in which the Trustee, for an on
behalf of the Noteholders, has a security interest, other than the First Bank
Primary Collateral.

               11. Post-Event Accounts. The term "Post-Event Accounts" shall
have the meaning set forth in Section F.1(b) herein.

               12. Post-Event Accounts Database. The term "Post-Event Accounts
Database" shall have the meaning set forth in Section F.1(b) herein.

        B.     Relative Priorities of Parties. The provisions hereof as to
subordination are solely for the purpose of defining the relative rights of the
holders of the First Bank Indebtedness and the Note Indebtedness and none of
such provisions shall impair, as between the Loan Parties, on the one hand, and
the holders of the First Bank Indebtedness or the Note Indebtedness, on the
other hand, the obligations of the Loan Parties, which are unconditional and
absolute, to pay to such holders of the First Bank Indebtedness and the Note
Indebtedness in accordance with the terms thereof, nor shall any such provisions
prevent any holder of any of the First Bank Indebtedness or the Note
Indebtedness from exercising all remedies otherwise permitted by applicable law
or under the terms of such First Bank Indebtedness or Note Indebtedness upon a
default thereunder, subject to the rights, if any, of the holders of the First
Bank Indebtedness and the Note Indebtedness under the provisions of this
Agreement.

        C.     Requirement of Notice. To the extent that either the Trustee
or First Bank desire to declare a Liquidating Event as provided in Section F
herein, each of the Trustee and First Bank agrees to notify the other and the
Loan Parties promptly upon the occurrence of such Liquidating Event.

        D.     Junior Security.

               1. First Banks' Junior Security. First Bank hereby confirms that,
regardless of the relative times of attachment or perfection thereof or the
order of filing of financing statements, mortgages or other security documents,
or anything in the Facility Documents to the contrary, any security interests
and liens granted or that may be granted from time to time by Loan Parties to
the Trustee for and on behalf of the Noteholders in the Noteholders' Primary
Collateral, shall in all respects be first and senior security interests and
liens, superior to any security interests and liens in the Noteholders' Primary
Collateral granted or to be granted to First Bank pursuant to the Facility
Documents or otherwise. The Trustee on behalf of the Noteholders may proceed to
foreclose on the Noteholders' security interests and liens in the Noteholders'
Primary Collateral in









                                       3
<PAGE>   5

any manner (including, but not limited to the collection and compromise thereof)
which the Trustee may choose, even though a higher price or recovery might have
been realized if the Trustee had proceeded to foreclose on the Noteholders'
security interests in the Noteholders' Primary Collateral in another manner.

               2. Noteholders' Junior Security. The Trustee, on behalf of the
Noteholders, hereby confirms that, regardless of the relative times of
attachment or perfection thereof or the order of filing of financing statements,
mortgages or other security documents, or anything in the Note Documents to the
contrary, any security interests and liens granted or that may be granted from
time to time by the Loan Parties to First Bank with respect to the First Bank
Primary Collateral, shall in all respects be first and senior security interests
and liens, superior to any security interests and liens in the First Bank
Primary Collateral granted or to be granted to the Noteholders pursuant to the
Note Documents or otherwise. Except as otherwise provided herein, First Bank may
proceed to foreclose on its security interest and lien in the First Bank Primary
Collateral in any manner (including, but not limited to the collection and
compromise thereof) which First Bank may choose, subject to the provisions of
Section F hereof, even though a higher price might have been realized if such
party had proceeded to foreclose on its security interests in another manner.

        E.     Limitation on Exercise of Remedies.

               1. First Banks' Remedies. Notwithstanding any provision of the
Facility Documents to the contrary, First Bank will not, without the prior
written consent of the Trustee, take any action to exercise or enforce any
remedy that it may have with respect to the Inventory, the Post-Event Accounts
or any other Noteholders' Primary Collateral, including, without limitation,
notifying account debtors or instituting any proceedings or action to realize on
such Collateral, provided, however, First Bank shall, upon written consent of
Trustee, notify all account debtors with respect to the Post-Event Accounts.

               2. Noteholders' Remedies. Notwithstanding any provision of the
Noteholders Documents to the contrary, the Trustee will not, without the prior
written consent of First Bank, take any action to enforce any remedy that it may
have with respect to the Accounts or the Post-Event Accounts, including, without
limitation, notifying account debtors or instituting any proceedings or action
to realize on such Collateral.

        F.     Liquidating Event: Post-Event Receivables Database.

               1. Liquidating Event. The occurrence of (a) an Event of Default
under the Facility Documents which results in the maturity of the First Bank
Indebtedness being accelerated (whether by declaration or otherwise) or (b) an
Event of Default under the Note Documents (i) which results in the maturity of
the Note Indebtedness being accelerated (whether by declaration or otherwise);
(ii) which Event of Default is an Event of Default pursuant to clause (2), (5)
(if the Indebtedness referred to in such clause (5) is secured by Accounts and
the default with respect to such Indebtedness either (x) arises from the failure
to pay principal thereunder or (y) has resulted in acceleration of such
Indebtedness), (8) or (9) of Section 6.1 of the Indenture; or (iii) such Event
of Default is and Event of Default pursuant to clause (1) or (5) (if the
Indebtedness referred to in such clause (5) is secured by Accounts and the
default with respect to such Indebtedness arises solely from the failure to pay
interest thereunder) of Section 6.1 of the Indenture and the Trustee, pursuant
to the Indenture, has prohibited any release or disposition of Collateral
otherwise permitted

<PAGE>   6




by clauses (a) or (b) of Section 10.4 of the Indenture, shall be a "Liquidating
Event" hereunder. Upon delivery by First Bank (if the Liquidating Event is
described in clause (a) above) or the Trustee (if the Liquidating Event is
described in clause (b) above) of a notice to the Loan Parties of a Liquidating
Event pursuant to Section C above, and unless an Event of Default described in
clause (8) or (9) of Section 6.1 of the Indenture shall have occurred, the Loan
Parties may continue to sell Inventory but only on the following terms and
conditions:

                (a) The Inventory shall be sold at a price equal to at least its
book value (determined in accordance with GAAP), or as otherwise agreed by the
parties hereto, and otherwise in the ordinary course of the Loan Parties'
business;

                (b) The Loan Parties shall have established a separate database
(the "Post-Event Accounts Database") and shall maintain in the Post-Event
Accounts Database all books and records relating to Accounts arising from the
sale of Inventory after the occurrence of a Liquidating Event (the "Post-Event
Accounts"), and the Loan Parties shall provide to First Bank and the Trustee on
a daily basis with a listing of all Post-Event Accounts, together with copies of
all shipping receipts, invoices, credits, collections and other adjustments
issued in connection with Post-Event Accounts;

                (c) Regardless of the relative times of attachment or perfection
thereof or the order of filing of financing statements or other security
documents, the liens and security interests of the Trustee for and on behalf of
the Noteholders in the Post-Event Accounts shall at all times be first priority
liens, senior to the liens and security interests of First Bank in the
Post-Event Accounts; and

                (d) The Loan Parties' right to sell Inventory pursuant to this
Section F.1 shall be automatically terminated upon an Event of Default described
in clause (8) or (9) of Section 6.1 of the Indenture and may be terminated at
any time by the Trustee upon written notice by the Trustee to the Loan Parties
and First Bank given no earlier than ninety (90) days following the occurrence
of a Liquidating, Event.

        2.      Application of Payments and Proceeds.

                (a) Proceeds of Accounts; Daily Reports. The Trustee hereby
acknowledges that in accordance with the Facility Documents, the proceeds of
Accounts shall be remitted directly to one or more lock boxes or deposit
accounts maintained at a location or locations acceptable to First Bank or
elsewhere in First Bank's dominion and control. The proceeds of all Accounts,
other than the Post-Event Accounts, and other First Bank Primary Collateral may
be remitted to or retained by First Bank and shall be applied to the First Bank
Indebtedness, until all obligation under the First Bank Indebtedness shall have
been paid in full and any amounts remaining thereafter shall be paid to the
Trustee and applied to the Note Indebtedness. The proceeds of all Post-Event
Accounts shall be paid by the Loan Parties to the Trustee daily, in accordance
with the terms of the Note Documents, if received by the Loan Parties, or turned
over by First Bank to the Trustee daily as collected, if received by First Bank,
and shall be applied to the Note Indebtedness, until all obligations under the
Note Indebtedness shall have been paid in full, and thereafter shall be paid to
or retained by First Bank and applied to the First Bank Indebtedness (unless
otherwise required by law), until all obligations under the First Bank
Indebtedness shall have been paid in full.







                                       5
<PAGE>   7

                                                                                
                (b) Determination of Application of Accounts and Post-Event
Accounts. Any payment on an Account that specifically identifies an Account (by
reference to the applicable invoice number or other identifying information,
such as the name of the account debtor, date, amount or otherwise) shall be
applied to such Account. If such identifying information is lacking and the Loan
Parties, First Bank and the Trustee are unable to agree as to whether any
particular payment is to be applied on a Post-Event Account or on any other
Account, then each payment by an account debtor shall be applied to such account
debtor's outstanding Accounts in the order of the invoice dates shown on the
invoices issued to such account debtor, beginning with the invoice showing the
oldest invoice date for purposes of determining sharing of proceeds.

                (c) Proceeds of Other Collateral. The proceeds of the First Bank
Primary Collateral shall be applied in the following order: (1) to the First
Bank Indebtedness until all obligations thereunder have been paid in full and
the Facility Documents have been terminated; and (2) to the Note Indebtedness
until all obligations thereunder shall have been paid in full and the Note
Documents have been terminated. The proceeds of the Noteholders' Primary
Collateral shall be applied in the following order: (1) to the Note Indebtedness
until all obligations thereunder have been paid in full; and (2) to the extent
consisting of proceeds of Inventory, to the First Bank Indebtedness until all
obligations thereunder shall have been paid in full. All amounts remaining after
the indefeasible payment in full of the First Bank Indebtedness and the Note
Indebtedness shall be paid to the Loan Parties, their successors and assigns, or
to whoever may be lawfully entitled to receive the same.

        G.     Collateral Agents.

               1. First Bank as Bailee and Collateral Agent. First Bank hereby
agrees that it will hold each item of First Bank Primary Collateral coming into
its possession (including any lock boxes or deposit accounts within its dominion
and control) on its own behalf and on behalf of the Trustee and the Noteholders
as bailee or as agent to perfect the security interest of the Trustee on behalf
of each Noteholder therein, subject to this Agreement, and further acknowledges
receipt of notification of the Trustee's and each Noteholder's interest, as a
secured party, in the First Bank Primary Collateral, as required by Section
9-305 of the Uniform Commercial Code as in effect in any applicable
jurisdiction. Except as expressly provided or required by any of the terms,
conditions or provisions of this Agreement, the Note Documents, First Bank shall
not voluntarily take any action to release, or voluntarily execute any document
for the purpose of releasing, all or any portion of the security interest of the
Trustee on behalf of the Noteholders in any First Bank Primary Collateral. Upon
the occurrence of Liquidating Event, the Trustee shall have the right, but not
the obligation, at any time to (a) require the Loan Parties and First Bank to
deliver to the Trustee all documents, instruments and chattel paper relating to
any Post-Event Account the possession of which is required to perfect a security
interest therein and (b) take such additional action as may be required under
applicable law to perfect its security interest in any lock boxes or deposit
accounts containing the proceeds of Post-Event Accounts.

               2. Trustee as Bailee and Collateral Agent. Should any First Bank
Primary Collateral come into the possession of the Trustee, the Trustee hereby
agrees that it will hold each such item of First Bank Primary Collateral coming
into its possession (including any lock boxes or deposit accounts within its
dominion and control) on its own behalf and on behalf of First Bank as bailee or
as agent to perfect the security interest of First Bank, therein, subject to
this Agreement, and further acknowledges receipt of notification of First Bank's
interest, as a secured party, in the First Bank Primary Collateral, as required
by Section 9-305 of the Uniform Commercial Code as






                                       6
<PAGE>   8

in effect in any applicable jurisdiction. Except as expressly provided or
required by any of the terms, conditions or provisions of this Agreement or the
Facility Documents, the Trustee shall not voluntarily take any action to
release, or voluntarily execute any document for the purpose of releasing, all
or any portion of the security interest of First Bank in any First Bank Primary
Collateral. Upon the occurrence of Liquidating Event, First Bank shall have the
right, but not the obligation, at any time to (a) require the Loan Parties and
the Trustee to deliver to First Bank all documents, instruments and chattel
paper relating to any Accounts, other than Post-Event Accounts, the possession
of which is required to perfect a security interest therein and (b) take such
additional action as may be required under applicable law to perfect its
security interest in any lock boxes or deposit accounts containing the proceeds
of such Accounts.

               H. Continuing Agreement. This Agreement and the obligations of
First Bank and the Trustee hereunder shall continue absolute and undiminished
and remain in full force and effect notwithstanding, and each of First Bank and
the Trustee in its sole discretion and without notice to the other may take, any
or all of the following actions: (a) retain or obtain a lien on or security
interest in any property of the Loan Parties in addition to the Collateral to
secure any of the Indebtedness to the extent (i) in the case of First Bank, not
prohibited by the Note Documents, and (ii) in the case of the Trustee, not
prohibited by the Facility Documents; (b) retain or obtain the primary or
secondary obligation of any obligor, in addition to those now obligated to pay
the Indebtedness, for payment of all or any part of such Indebtedness; (c)
extend, substitute or renew for one or more periods (whether or not longer than
the original period) any of the Indebtedness; (d) release or compromise any
obligations of any person or entity to pay the Indebtedness; (e) subject to
Section G above, release any lien, encumbrance or security interest on or in,
surrender, release or permit any substitution or exchange of, or extend, renew,
release, compromise, alter or exchange all or any part of the Collateral or any
other property) which may from time to time secure any Indebtedness; (f) make
additional loans, advances or other financial accommodations to the Loan Parties
or (g) modify, amend, waive or release any of the terms of their respective loan
or note documents.

               I. No Warranties. Neither First Bank nor the Trustee makes to the
other any representation or assumes any responsibility in respect to the
execution, construction, or enforcement of any obligation, agreement, or
instrument of security, or other document executed by the Loan Parties. Neither
First Bank nor the Trustee shall be liable or answerable to the other for
anything whatsoever in connection with this Agreement except for its willful
misconduct or gross negligence, and neither First Bank nor the Trustee shall
have duties or obligations other than those provided herein. First Bank and the
Trustee shall each be entitled to rely on an opinion of counsel in relation to
this Agreement and upon statements and communications believed by it to be
authentic received from the Loan Parties or from any other person and shall not
be liable for any action taken or omitted in good faith on such reliance.

                J. Cooperation. In the event of a foreclosure or other
realization on the Collateral by First Bank or the Trustee in accordance with
the terms of this Agreement and the Facility Documents or the Note Documents, as
the case may be, each party agrees to cooperate with the other and to take such
action so that any purchaser of the Collateral shall take such Collateral free
and clear of each party's interest therein.

                K. Further Assurances. Each of the Loan Parties, First Bank and
the Trustee, for itself and its successors and assigns as holders of any First
Bank Indebtedness or Note Indebtedness, as applicable, covenants to execute and
deliver to the others, in each case at Borrower's expense, such









                                       7
<PAGE>   9


further instruments and to take such further action as First Bank or the Trustee
may at any time or times reasonably request in order to carry out the provisions
and intent of this Agreement.

                L. Notices. Any notice or other communication in connection with
this Agreement shall be in writing and shall be hand delivered or sent by
certified mail, return receipt requested, express, courier service or telecopier
or facsimile, in all cases with postage or other charges paid by the sender, and
shall be addressed as provided below:



                 If to Borrower or any Guarantor, at the following address:

                         Data Documents, Inc.
                         4205 South 96th Street
                         Omaha, Nebraska 68127-1290
                         Attention:  Mr. Joseph C. Addison, Vice President
                         Telecopier: (402) 339-9270


                 with a copy to:

                         Gibson, Dunn & Crutcher
                         333 South Grand Ave.
                         Los Angeles, California 90071
                         Attention:  Kenneth M. Doran, Esq.
                         Telecopier: (213) 229-7520

                 If to First Bank, at the following address:

                         First Bank National Association
                         17th and Farnam Streets
                         Omaha, Nebraska 68102
                         Attention:  Mr. Lawrence F. Uebner, Vice President
                         Telecopier:  (402) 348-6841

                 with a copy to:

                         Baird, Holm, McEachen, Pedersen, Hamann & Strasheim
                         1500 Woodmen Tower
                         Omaha, Nebraska          68102
                         Attention:  Charles J. Addy, Esq.
                         Telecopier: (402) 231-8554

                 If to the Trustee, at the following address:

                         Bank of New York
                         101 Barclay Street
                         Floor 21 West
                         New York, New York 10286
                         Attention:  Corporation Trust Administration






                                       8
<PAGE>   10


                 or at such other addresses as the addressee shall have
specified by notice given in compliance with this Section. Notices shall be
deemed given upon receipt by the party to whom such notice is directed.

               M. Successors; Continuing Effect etc. This Agreement is being
entered into for the benefit of the holders of the First Bank Indebtedness and
the Note Indebtedness, and their respective successors and assigns. This
Agreement shall be a continuing agreement and shall be irrevocable and shall
remain in full force and effect so long as there is any indebtedness outstanding
or any obligation to fund or advance any funds with respect to the First Bank
Indebtedness and the Note Indebtedness.

               N. Miscellaneous. This Agreement, which may be executed in any
number of counterparts, shall be governed by and construed in accordance with
the internal laws of the State of Nebraska without regard to conflict of laws.
The headings in this Agreement are for convenience of reference only and shall
not alter or otherwise affect the meaning hereof. Borrower shall reimburse each
of the holders of the First Bank Indebtedness and the Note Indebtedness upon
demand for all costs and expenses (including attorneys' fees, paralegal charges
and appellate fees, expenses and costs (including, without limitation, a
reasonable estimate of the allocable cost of in-house counsel and staff)) paid
or incurred by such holder of the First Bank Indebtedness or of the Note
Indebtedness in connection with any enforcement of this Agreement against
Borrower. First Bank and the Noteholders each hereby acknowledges and agrees
that its respective obligations to the other hereunder and the rights and
benefits of each hereunder do not give rise to any suretyship rights or duties
as among First Bank and the Noteholders, and each of First Bank and the
Noteholders hereby waives and renounces with respect to the other, any such
rights, defenses, or claims which it may have, whether at law or in equity,
including, without limitation, any rights to require marshalling of any
collateral or to otherwise seek satisfaction from any particular assets of
Borrower or from any third party.

               O.      Jurisdiction and Venue; Waiver of Jury Trial;
Arbitration.



                                                                                
               1.      Consent to Jurisdiction and Venue; Service of Process.
First Bank and the Noteholders each agrees that, in addition to any other courts
that may have jurisdiction under applicable laws or rules, any action or
proceeding to enforce or arising out of or relating to this Agreement may be
commenced in the District Court of Douglas County in the State of Nebraska or in
the United States District Court for the District of Nebraska, and First Bank
and the Trustee on behalf of the Noteholders each consents and submits in
advance to such jurisdiction and agrees that venue will be proper in such courts
on any such matter. First Bank and the Trustee on behalf of the Noteholders each
hereby waives personal service of process and agrees that a summons and
complaint commencing an action or proceeding in any such court shall be properly
served and shall confer personal jurisdiction if served by registered or
certified mail to First Bank and the Trustee at the address and in the manner
specified in this Agreement or as otherwise provided by the laws of the State of
Nebraska or the United States. Should First Bank or the Trustee fall to appear
or answer any summons, complaint, process, or papers so served within thirty
(30) days after the mailing or other service thereof, it shall be deemed in
default and an order or judgment may be entered against it as demanded or prayed
for in such summons, complaint, process, or papers. The choice of forum set
forth in this Section shall not be deemed to preclude the enforcement of any
judgment obtained in such forum, or the taking of any action under this
Agreement to enforce the same, in any appropriate jurisdiction.







                                       9
<PAGE>   11



                2. WAIVER OF JURY TRIAL, ETC. FIRST BANK AND THE TRUSTEE ON
BEHALF OF THE NOTEHOLDERS EACH HEREBY WAIVES TRIAL BY JURY, RIGHTS OF SETOFF,
AND THE RIGHT TO IMPOSE COUNTERCLAIMS IN ANY LITIGATION IN ANY COURT WITH
RESPECT TO, IN CONNECTION WITH, OR ARISING OUT OF THIS AGREEMENT OR ANY
INSTRUMENT OR DOCUMENT DELIVERED PURSUANT HERETO, OR ANY OTHER CLAIM OR DISPUTE
HOWSOEVER ARISING, BETWEEN FIRST BANK AND THE TRUSTEE. FIRST BANK AND THE
TRUSTEE EACH CONFIRMS THAT THE FOREGOING WAIVERS ARE INFORMED AND FREELY MADE.

                P. Counterparts. This Agreement may be executed in any number of
counterparts and by different parties on separate counterparts, each of which
when so executed and delivered shall be deemed to be an original. All such
counterparts, taken together, shall constitute but one and the same Agreement.
This Agreement shall become effective upon the execution of a counterpart of the
Agreement by each of the parties hereto.



                IN WITNESS WHEREOF, the undersigned have caused this Agreement
to be executed and delivered as of the date first above written.





                                               FIRST BANK:

                                               FIRST BANK NATIONAL ASSOCIATION,
                                               a National banking association


                                               By:_____________________________
                                                  Name:________________________
                                                  Title:_______________________


 
                                               TRUSTEE:

                                               BANK OF NEW YORK


                                               By:_____________________________
                                                  Name:________________________
                                                  Title:_______________________











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<PAGE>   12

Data Documents, Inc., a Nebraska corporation, PBF Washington, Inc., a Washington
corporation, Cal Emblem Labels, Inc., a California corporation, and Data
Documents, Incorporated, a Delaware corporation, collectively referred to in the
foregoing Intercreditor Agreement (the "Agreement") as the Loan Parties, each
hereby acknowledges that it has received a copy of the Agreement and consents
thereto, and agrees to recognize all priorities and other rights granted thereby
to the parties thereto, and will do no act and will perform no obligation that
is not in accordance with the priorities and agreements set forth in the
Agreement. Each of the Loan Parties further agrees that upon receipt of notice
of a Liquidating Event from either of First Bank or the Trustee, each of the
Loan Parties shall create and maintain the Post-Event Accounts Database, as well
as provide First Bank and the Trustee with daily listings of the Post- Event
Accounts (together with all shipping receipts and invoices issued in connection
with those Post-Event Accounts), all as provided for in Section F of the
Agreement.




DATA DOCUMENTS, INC.,
a Nebraska corporation



By: ____________________________
    Name: ______________________
    Title: _____________________




PBF WASHINGTON, INC.,
a Washington corporation




By: ____________________________
Name: __________________________
Title: _________________________



CAL EMBLEM LABELS, INC.,
a California corporation


By: ____________________________
Name: __________________________
Title: _________________________



DATA DOCUMENTS, INCORPORATED,
a Delaware corporation



By: ____________________________
Name: __________________________
Title: _________________________










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