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EXHIBIT 10.15

Execution Copy



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INTERCREDITOR AGREEMENT

Dated as of July 2, 2002

|    |  |                                                               
|--- |  | --------------------------------------------------------------
|Re: |  | $25,000,000 6.90% Senior Notes, Series A, due January 30, 2007
|    |  |                                                               
|    |  | $28,000,000 7.31% Senior Notes, Series B, due January 30, 2012
|    |  |                                                               
|    |  | $22,000,000 7.85% Senior Notes, Series C, due January 30, 2012

of

Bowne & Co., Inc.



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TABLE OF CONTENTS

|           |               |                                |                                         |      |   |   |   |  | 
|---------- | ------------- | ------------------------------ | --------------------------------------- | ---- | - | - | - |  | 
|SECTION    |               | HEADING                        |                                         | PAGE
|Parties    |               |                                |                                         |      |   |   | 1 | 
|Recitals   |               |                                |                                         |      |   |   | 1 | 
|SECTION 1. |               | DEFINITIONS                    |                                         |      | 2 |  
|SECTION 2. |               | SHARING OF RECOVERIES          |                                         |      | 4 |  
|SECTION 3. |               | AGREEMENTS AMONG THE CREDITORS |                                         |      | 4 |  
|           | Section 3.1.  |                                | Independent Actions by Creditors        |      |   | 4 |  
|           | Section 3.2.  |                                | Relation of Creditors                   |      |   | 5 |  
|           | Section 3.3.  |                                | Acknowledgment of Guaranties            |      |   | 5 |  
|           | Section 3.4.  |                                | Additional Guarantors                   |      |   | 5 |  
|           | Section 3.5.  |                                | Determination of Amounts of Obligations |      |   | 5 |  
|SECTION 4. |               | MISCELLANEOUS                  |                                         |      | 6 |  
|           | Section 4.1.  |                                | Entire Agreement                        |      |   | 6 |  
|           | Section 4.2.  |                                | Notices                                 |      |   | 6 |  
|           | Section 4.3.  |                                | Successors and Assigns                  |      |   | 6 |  
|           | Section 4.4.  |                                | Consents, Amendment, Waivers            |      |   | 6 |  
|           | Section 4.5.  |                                | Governing Law                           |      |   | 6 |  
|           | Section 4.6.  |                                | Counterparts                            |      |   | 6 |  
|           | Section 4.7.  |                                | Sale of Interest                        |      |   | 6 |  
|           | Section 4.8.  |                                | Severability                            |      |   | 6 |  
|           | Section 4.9.  |                                | Expenses                                |      |   | 6 |  
|           | Section 4.10. |                                | Term of Agreement                       |      |   | 6 |  
|Signatures |               |                                |                                         |      |   |   | 7 | 

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INTERCREDITOR AGREEMENT

INTERCREDITOR AGREEMENT dated as of July 2, 2002 among the Creditors (as
defined below) of certain subsidiaries (each a Subsidiary
Guarantor) of Bowne
& Co., Inc., a corporation incorporated under the laws of Delaware (the
Company).

R E C I T A L S :

A. Under and pursuant to separate and several Note Purchase Agreements,
each dated as of January 30, 2002 (the Note Purchase
Agreements), between the
Company and the purchasers named on Schedule A attached to said Note Purchase
Agreements (individually a Noteholderand
collectively, the Noteholders),
the Company issued (a) $25,000,000 aggregate principal amount of its 6.90%
Senior Notes, Series A, due January 30, 2007 (the
Series A Notes), (b)
$28,000,000 aggregate principal amount of its 7.31% Senior Notes, Series B, due
January 30, 2012 (the Series B Notes) and (c) $22,000,000 aggregate principal
amount of its 7.85% Senior Notes, Series C, due January 30, 2012 (the Series C
Notes; the Series A Notes, the Series B Notes and the Series C Notes being
hereinafter collectively referred to as the Notes).

B. The Company has requested that the Noteholders amend the terms of the
Note Purchase Agreements pursuant to the terms of the First Amendment to the
Note Purchase Agreement dated as of July 2, 2002 (the Amendment).

C. The Noteholders have required as a condition of their execution and
delivery of the Amendment that each of the parties listed on Schedule Ahereto
(each a Subsidiary Guarantorand collectively the Subsidiary Guarantors)
enter into a guaranty as security for the Notes and accordingly each of the
Subsidiary Guarantors has agreed to provide a guaranty. Each such Subsidiary
Guarantor proposes to execute and deliver the Guaranty Agreement (the
Noteholders Guaranty)dated as of July 2, 2002 pursuant to which such
Subsidiary Guarantor will irrevocably, absolutely and unconditionally guarantee
to the Noteholders the payment of the principal of, premium, if any, and
interest on the Notes and the payment and performance of all other obligations
of the Company under the Note Purchase Agreements.

D. Under and pursuant to that certain Credit Agreement dated as of July 2,
2002 (as it may be amended, modified, supplemented, renewed and extended from
time to time, the Credit Agreement) by and among the Company, the Subsidiary
Borrowers (as defined therein) party thereto, Fleet National Bank, as agent
(the Agent), the lending institutions that are party thereto (collectively,
the Lenders), JPMorgan Chase Bank, as Documentation Agent, Wachovia Bank,
National Association, as Syndication Agent, with Fleet Securities, Inc. having
acted as the Arranger, the Lenders have made available to the Company and the
Subsidiary Borrowers certain credit facilities in a current aggregate principal
amount up to $175,000,000 (all amounts outstanding in respect of said credit
facilities being hereinafter collectively referred to as the Loans).

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E. In connection with the execution of the Credit Agreement and as
security for the Loans made thereunder, the Subsidiary Guarantors have
heretofore guaranteed to the Lenders the
payment of the Loans and all other obligations of the Company and the
Subsidiary Borrowers under the Credit Agreement under that certain guaranty
agreement (as such agreement may be modified, amended, renewed or replaced,
including any increase in the amount thereof, the Lenders Guaranty).

F. The Lenders Guaranty and the Noteholders Guaranty are each
hereinafter individually referred to as a Subsidiary Guarantyand
collectively referred to as the Subsidiary Guaranties.

F. The Company and the Subsidiary Guarantors contemplate that from time to
time after the date hereof, additional subsidiaries of the Company may, subject
to the terms and conditions of the Credit Agreement and the Note Purchase
Agreements, issue additional guaranties which the Company, the Subsidiary
Guarantors and the Creditors wish to become subject to this Intercreditor
Agreement pursuant to the requirements of §3.4hereof.

G. Pursuant to the requirements of the Amendment, the Company has
requested and the Lenders and the Noteholders have agreed to enter into this
Agreement.

NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the sufficiency and receipt of which are hereby
acknowledged, the parties hereto hereby agree a follows:

SECTION 1. DEFINITIONS.

The following terms shall have the meanings assigned to them below in this
§1or in the provisions of this Agreement referred to below:

Additional Guarantorsshall mean the Subsidiaries which are intended to
be subject to this Intercreditor Agreement pursuant to the requirements of §3.4
hereof.

Companyshall have the meaning assigned thereto in the Recitals hereof.

Credit Agreementshall have the meaning assigned thereto in the Recitals
hereof.

Creditorshall individually mean any Lender or Noteholder and
Creditorsshall mean all of the Lenders and the Noteholders.

Excess Subsidiary Paymentshall mean as to any Creditor an amount equal
to the Subsidiary Payment received by such Creditor lessthe Pro Rata Share of
Subsidiary Payments to which such Creditor is then entitled.

Lenderand Lendersshall have the meanings assigned thereto in the
Recitals hereto.

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Lenders Guarantyshall have the meaning assigned thereto in the
Recitals hereof.

Loansshall have the meaning assigned thereto in the Recitals hereof.

Noteholderand Noteholdersshall have the meanings assigned thereto in
the Recitals hereof.

Noteholders Guarantyshall have the meaning assigned thereto in the
Recitals hereof.

Note Purchase Agreementsshall have the meaning assigned thereto in the
Recitals hereof.

Notesshall have the meaning assigned thereto in the Recitals hereof.

Personshall mean an individual, partnership, limited liability company,
corporation, trust or unincorporated organization, and a government or agency
or political subdivision thereof.

Pro Rata Share of Subsidiary Paymentsshall mean as of the date of any
Subsidiary Payment to a Creditor in respect to a Subsidiary Agreement an amount
equal to the product obtained by multiplying (a) the amount of all Subsidiary
Payments made by the Subsidiary Guarantor to all Creditors lessall reasonable
costs incurred by such Creditors in connection with the collection of such
Subsidiary Payments by (b) a fraction, the numerator of which shall be the
Specified Amount owing to such Creditor, and the denominator of which is the
aggregate amount of all outstanding Subject Obligations (without giving effect
in the denominator to the application of any such Subsidiary Payments).

Receiving Creditorshall have the meaning assigned thereto in §2.

Requesting Creditorshall have the meaning assigned thereto in §3.5.

Responding Creditorshall have the meaning assigned thereto in §3.5.

Specified Amountshall mean as to any Creditor the aggregate amount of
the Subject Obligations owed to such Creditor.

Subject Obligationsshall mean all principal of, premium, if any, and
interest on, the Notes and the Loans and all other obligations of the Company
or a Subsidiary Borrower under or in respect of the Notes and the Loans and
under the Note Purchase Agreements or the Credit Agreement and any other
obligations of the Company or a Subsidiary Borrower to the Lenders which are
guaranteed by the Lenders Guaranty.

Subsidiary Agreementsshall mean the Subsidiary Guaranties.

Subsidiary Borrowershall have the meaning assigned thereto in the
Credit Agreement.

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Subsidiary Guarantorand Subsidiary Guarantorsshall have the meaning
assigned thereto in the Recitals hereof.

Subsidiary Guarantyand Subsidiary Guarantiesshall have the meanings
assigned thereto in the Recitals hereof.

Subsidiary Paymentshall have the meaning assigned thereto in §2.

SECTION 2. SHARING OF RECOVERIES.

Each Creditor hereby agrees with each other Creditor that payments
(including payments made through setoff of deposit balances or otherwise or
payments or recoveries from any security interest granted to any Creditor) made
pursuant to the terms of the Subsidiary Agreements (a Subsidiary Payment)
shall be shared so that each Creditor shall receive its Pro Rata Share of
Subsidiary Payments. Accordingly, each Creditor hereby agrees that in the event
(i) any Creditor shall receive a Subsidiary Payment (a Receiving Creditor)
and (ii) any other Creditor shall not concurrently receive its Pro Rata Share
of Subsidiary Payments from such Subsidiary Guarantor, then the Receiving
Creditor shall promptly remit the Excess Subsidiary Payment to each other
Creditor who shall then be entitled thereto so that after giving effect to such
payment (and any other payments then being made by any other Receiving Creditor
pursuant to this §2) each Creditor shall have received its Pro Rata Share of
Subsidiary Payments.

Any such payments shall be deemed to be and shall be made in consideration
of the purchase for cash at face value, but without recourse, ratably from the
other Creditors such amount of Notes or Loans (or interest therein), as the
case may be, to the extent necessary to cause such Receiving Creditor to share
such Excess Subsidiary Payment with the other Creditors as hereinabove
provided; provided, however,that if any such purchase or payment is made by
any Receiving Creditor and if such Excess Subsidiary Payment or part thereof is
thereafter recovered from such Receiving Creditor by such Subsidiary Guarantor
(including, without limitation, by any trustee in bankruptcy of such Subsidiary
Guarantor or any creditor thereof), the related purchase from the other
Creditors shall be rescinded ratably and the purchase price restored as to the
portion of such Excess Subsidiary Payment so recovered, but without interest;
and provided furthernothing herein contained shall obligate any Creditor to
resort to any setoff, application of deposit balance or other means of payment
under any Subsidiary Agreement or avail itself of any recourse by resort to any
property of the Company, a Subsidiary Borrower or any Subsidiary Guarantor, the
taking of any such action to remain within the absolute discretion of such
Creditor without obligation of any kind to the other Creditors to take any such
action.

SECTION 3. AGREEMENTS AMONG THE CREDITORS.

Section 3.1. Independent Actions by Creditors. Nothing contained in this
Agreement shall prohibit any Creditor from accelerating the maturity of, or
demanding payment from a Subsidiary Guarantor on, any Subject Obligation of the
Company to such Creditor or from instituting legal action against the Company,
a Subsidiary Borrower or a Subsidiary Guarantor to obtain a judgment or other
legal process in respect of such Subject Obligation, but any funds

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received
from a Subsidiary Guarantor in connection with any recovery therefrom shall be
subject to the terms of this Agreement.

Section 3.2. Relation of Creditors. This Agreement is entered into solely
for the purposes set forth herein, and no Creditor assumes any responsibility
to any other party hereto to advise such other party of information known to
such other party regarding the financial condition of the Company, a Subsidiary
Borrower or a Subsidiary Guarantor or of any other circumstances bearing upon the risk of nonpayment of the Subject Obligation. Each Creditor
specifically acknowledges and agrees that nothing contained in this Agreement
is or is intended to be for the benefit of the Company, a Subsidiary Borrowers
or a Subsidiary Guarantor and nothing contained herein shall limit or in any
way modify any of the obligations of the Company, any Subsidiary Borrower or
any Subsidiary Guarantor to the Creditors.

Section 3.3. Acknowledgment of Guaranties. The Lenders hereby expressly
acknowledge the existence of the Noteholder Guaranty and the Noteholders hereby
expressly acknowledge the existence of the Lenders Guaranty.

Section 3.4. Additional Guarantors. Additional Persons may become
Subsidiary Guarantors hereunder by executing and delivering to a then
existing Creditor a guaranty by which such Person has become a guarantor of the
Notes or Loans pursuant to the terms of the Credit Agreement or the Note
Purchase Agreements. Accordingly, upon the execution and delivery of any such
copy of the guaranty by any such Person, such Person shall, thereinafter become
a Subsidiary Guarantor for all purposes of this Agreement.

Section 3.5. Determination of Amounts of Obligations. Whenever a Creditor
is required to determine the existence or amount of any of the Subject
Obligations or any portion thereof, it shall be entitled, absent manifest
error, to make such determination on the basis of one or more certificates of
any other Creditor (with respect to the Subject Obligations owed to such other
Creditor); provided, however,that if, notwithstanding the request of a
Creditor (a Requesting Creditor), any other Creditor (a Responding
Creditor) shall fail or refuse within ten business days of such request to
certify as to the existence or amount of any Subject Obligations or any portion
thereof owed to it, the Requesting Creditor shall be entitled to determine such
existence or amount by such method as the Requesting Creditor may, in its sole
discretion, determine, including by reliance upon a certificate of the Company;
provided, further,that, promptly following determination of any such amount,
the Requesting Creditor shall notify such Responding Creditor of such
determination and thereafter shall correct any error that such Responding
Creditor brings to the attention of such Requesting Creditor. A Creditor may
rely conclusively, and shall be fully protected in so relying, on any
determination made by it in accordance with the provisions of the preceding
sentence (or as otherwise directed by a court of competent jurisdiction) and
shall have no liability to any of the Company or any of its Subsidiary, any
Creditor or any other person as a result of any action taken by such Creditor
based upon such determination prior to receipt of notice of any error in such
determination.

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SECTION 4. MISCELLANEOUS.

Section 4.1. Entire Agreement. This Agreement represents the entire
Agreement among the Creditors and, except as otherwise provided, this Agreement
may not be altered, amended or modified except in a writing executed by all the
parties to this Agreement.

Section 4.2. Notices.Notices hereunder shall be given to the Creditors
at their addresses as set forth in the Note Purchase Agreements or the Credit
Agreement, as the case may be, or at such other address as may be designated by
each in a written notice to the other parties hereto.

Section 4.3. Successors and Assigns. This Agreement shall be binding upon
and inure to the benefit of each of the Creditors and their respective
successors and assigns, whether so expressed or not, and, in particular, shall
inure to the benefit of and be enforceable by any future holder or holders of
any Subject Obligations, and the term Creditor shall include any such
subsequent holder of Subject Obligations, wherever the context permits.

Section 4.4. Consents, Amendment, Waivers. All amendments, waivers or
consents of any provision of this Agreement shall be effective only if the same
shall be in writing and signed by all of the Creditors.

Section 4.5. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York.

Section 4.6. Counterparts. This Agreement may be executed in any number
of counterparts, all of which taken together shall constitute one Agreement,
and any of the parties hereto may execute this Agreement by signing any such
counterpart.

Section 4.7. Sale of Interest. No Creditor will sell, transfer or
otherwise dispose of any interest in the Subject Obligations unless such
purchaser or transferee shall agree, in writing, to be bound by the terms of
this Agreement.

Section 4.8. Severability. In case any one or more of the provisions
contained in this Agreement shall be invalid, illegal or unenforceable in any
respect, the validity, legality and enforceability of the remaining provisions
of this Agreement shall not in any way be affected or impaired thereby.

Section 4.9. Expenses. In the event of any litigation to enforce this
Agreement, the prevailing party shall, if not reimbursed by the Company, be
entitled to its reasonable attorneys fees (including the allocated costs of
in-house counsel).

Section 4.10. Term of Agreement.This Agreement shall terminate when all
Subject Obligations are paid in full and such payments are not subject to any
possibility of revocation or rescission or until all of the parties hereto
mutually agree in a writing to terminate this Agreement.

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IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement
to be executed as of the date first above written.

Accepted and Agreed to:

| |  |                                         |  |        |                          |  | 
| |  | --------------------------------------- |  | ------ | ------------------------ |  | 
| |  | AMCO INSURANCE COMPANY, as a Noteholder
| |  |                                         |  |        |                          |  | 
| |  | By                                      |  |        |                          |  | 
| |  |                                         |  | Name:  | /s/ Mark W. Poeppelman   |  | 
| |  |                                         |  | Title: | Associate Vice President |  | 

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Accepted and Agreed to:

| |  |                                                                |  |        |                     |  | 
| |  | -------------------------------------------------------------- |  | ------ | ------------------- |  | 
| |  | CANADA LIFE INSURANCE COMPANY OF
     AMERICA, as a Noteholder
| |  |                                                                |  |        |                     |  | 
| |  | By                                                             |  |        |                     |  | 
| |  |                                                                |  | Name:  | /s/ C. Paul English |  | 
| |  |                                                                |  | Title: | Assistant Treasurer |  | 

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Accepted and Agreed to:

| |  |                                                    |  |        |                     |  | 
| |  | -------------------------------------------------- |  | ------ | ------------------- |  | 
| |  | CANADA
LIFE ASSURANCE COMPANY, as a     Noteholder
| |  |                                                    |  |        |                     |  | 
| |  | By                                                 |  |        |                     |  | 
| |  |                                                    |  | Name:  | /s/ C. Paul English |  | 
| |  |                                                    |  | Title: | Associate Treasurer |  | 

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Accepted and Agreed to:

| |  |                                                                 |  |        |                                                        |  | 
| |  | --------------------------------------------------------------- |  | ------ | ------------------------------------------------------ |  | 
| |  | GENERAL
ELECTRIC CAPITAL ASSURANCE     COMPANY, as a
Noteholder
| |  |                                                                 |  |        |                                                        |  | 
| |  | By                                                              |  |        |                                                        |  | 
| |  |                                                                 |  | Name:  | /s/ Jon M. Lucia                                       |  | 
| |  |                                                                 |  | Title: | Senior Vice President  Fixed Income
Private Placement |  | 

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Accepted and Agreed to:

| |  |                                                            |  |        |                                                        |  | 
| |  | ---------------------------------------------------------- |  | ------ | ------------------------------------------------------ |  | 
| |  | GE LIFE AND ANNUITY ASSURANCE     COMPANY, as a Noteholder
| |  |                                                            |  |        |                                                        |  | 
| |  | By                                                         |  |        |                                                        |  | 
| |  |                                                            |  | Name:  | /s/ Jon M. Lucia                                       |  | 
| |  |                                                            |  | Title: | Senior Vice President  Fixed Income
Private Placement |  | 

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Accepted and Agreed to:

| |  |                                                 |  |        |                              |  | 
| |  | ----------------------------------------------- |  | ------ | ---------------------------- |  | 
| |  | MODERN WOODMEN OF AMERICA, as a
     Noteholder
| |  |                                                 |  |        |                              |  | 
| |  | By                                              |  |        |                              |  | 
| |  |                                                 |  | Name:  | /s/ Michael E. Dau           |  | 
| |  |                                                 |  | Title: | Manager, Securities Division |  | 

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Accepted and Agreed to:

| |  |                                                    |  |        |                          |  | 
| |  | -------------------------------------------------- |  | ------ | ------------------------ |  | 
| |  | NATIONWIDE INDEMNITY COMPANY, as a
     Noteholder
| |  |                                                    |  |        |                          |  | 
| |  | By                                                 |  |        |                          |  | 
| |  |                                                    |  | Name:  | /s/ Mark W. Poeppelman   |  | 
| |  |                                                    |  | Title: | Associate Vice President |  | 

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Accepted and Agreed to:

| |  |                                                         |  |        |                          |  | 
| |  | ------------------------------------------------------- |  | ------ | ------------------------ |  | 
| |  | NATIONWIDE LIFE INSURANCE COMPANY, as a
     Noteholder
| |  |                                                         |  |        |                          |  | 
| |  | By                                                      |  |        |                          |  | 
| |  |                                                         |  | Name:  | /s/ Mark W. Poeppelman   |  | 
| |  |                                                         |  | Title: | Associate Vice President |  | 

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Accepted and Agreed to:

| |  |                                                                    |  |        |                          |  | 
| |  | ------------------------------------------------------------------ |  | ------ | ------------------------ |  | 
| |  | NATIONWIDE LIFE AND ANNUITY INSURANCE     COMPANY, as a Noteholder
| |  |                                                                    |  |        |                          |  | 
| |  | By                                                                 |  |        |                          |  | 
| |  |                                                                    |  | Name:  | /s/ Mark W. Poeppelman   |  | 
| |  |                                                                    |  | Title: | Associate Vice President |  | 

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Accepted and Agreed to:

| |  |                                                               |  |        |                          |  | 
| |  | ------------------------------------------------------------- |  | ------ | ------------------------ |  | 
| |  | NATIONWIDE MUTUAL FIRE INSURANCE     COMPANY, as a Noteholder
| |  |                                                               |  |        |                          |  | 
| |  | By                                                            |  |        |                          |  | 
| |  |                                                               |  | Name:  | /s/ Mark W. Poeppelman   |  | 
| |  |                                                               |  | Title: | Associate Vice President |  | 

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Accepted and Agreed to:

| |  |                                                          |  |        |                          |  | 
| |  | -------------------------------------------------------- |  | ------ | ------------------------ |  | 
| |  | NATIONWIDE
MUTUAL INSURANCE COMPANY,     as a Noteholder
| |  |                                                          |  |        |                          |  | 
| |  | By                                                       |  |        |                          |  | 
| |  |                                                          |  | Name:  | /s/ Mark W. Poeppelman   |  | 
| |  |                                                          |  | Title: | Associate Vice President |  | 

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Accepted and Agreed to:

| |  |                                                     |  |        |                          |  | 
| |  | --------------------------------------------------- |  | ------ | ------------------------ |  | 
| |  | PACIFIC LIFE INSURANCE COMPANY, as a     Noteholder
| |  |                                                     |  |        |                          |  | 
| |  | By                                                  |  |        |                          |  | 
| |  |                                                     |  | Name:  | /s/ Cathy L. Schwartz    |  | 
| |  |                                                     |  | Title: | Assistant Vice President |  | 
| |  |                                                     |  |        |                          |  | 
| |  | By                                                  |  |        |                          |  | 
| |  |                                                     |  | Name:  | /s/ Audrey Milfs         |  | 
| |  |                                                     |  | Title: | Secretary                |  | 

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Accepted and Agreed to:

| |  |                                                    |  |        |                          |  | 
| |  | -------------------------------------------------- |  | ------ | ------------------------ |  | 
| |  | SCOTTSDALE INSURANCE COMPANY, as a
     Noteholder
| |  |                                                    |  |        |                          |  | 
| |  | By                                                 |  |        |                          |  | 
| |  |                                                    |  | Name:  | /s/ Mark W. Poeppelman   |  | 
| |  |                                                    |  | Title: | Associate Vice President |  | 

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Accepted and Agreed to:

| |  |                                                               |                       |  | 
| |  | ------------------------------------------------------------- | --------------------- |  | 
| |  | FLEET NATIONAL BANK, as Agent under the
     Credit Agreement
| |  |                                                               |                       |  | 
| |  | By:                                                           |                       |  | 
| |  | Name:                                                         | /s/ John T. Harrison  |  | 
| |  | Title:                                                        | Senior Vice President |  | 

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The undersigned hereby acknowledge and agree to the foregoing Agreement.

|                                                            |        |                                                                          |  |    |        |                                                             
|----------------------------------------------------------- | ------ | ------------------------------------------------------------------------ |  | -- | ------ | ------------------------------------------------------------
|BOWNE BUSINESS COMMUNICATIONS, INC.,
a New York corporation |        | BOWNE ENTERPRISE SOLUTIONS, L.L.C.,
a New York limited liability company
|                                                           
|By                                                          |        |                                                                          |  | By |        |                                                             
|                                                            |        |                                                                          |  |   
|                                                            | Name:  | /s/ Philip E. Kucera                                                     |  |    | Name:  | /s/ Philip E. Kucera                                        
|                                                            |        |                                                                          |  |    |        |                                                             
|                                                            | Title: | Vice President                                                           |  |    | Title: | Vice President of Bowne
Communications, Inc.
The Sole Member
|                                                           
|BOWNE BUSINESS
SOLUTIONS, INC.,
a Delaware corporation      |        | BOWNE OF NEW YORK CITY, L.L.C.,
a New York limited liability company    
|                                                           
|By                                                          |        |                                                                          |  | By |        |                                                             
|                                                            |        |                                                                          |  |   
|                                                            | Name:  | /s/ Philip E. Kucera                                                     |  |    | Name:  | /s/ Philip E. Kucera                                        
|                                                            |        |                                                                          |  |    |        |                                                             
|                                                            | Title: | Vice President                                                           |  |    | Title: | Vice President of Bowne &
Co., Inc.
The Sole Member         
|                                                           
|BOWNE LOCALIZATION, INC.,
a Delaware corporation            |        | BOWNE OF PHOENIX, INC.,
an Arizona corporation                          
|                                                           
|By                                                          |        |                                                                          |  | By |        |                                                             
|                                                            |        |                                                                          |  |   
|                                                            | Name:  | /s/ Philip E. Kucera                                                     |  |    | Name:  | /s/ Philip E. Kucera                                        
|                                                            |        |                                                                          |  |    |        |                                                             
|                                                            | Title: | Vice President                                                           |  |    | Title: | Vice President                                              
|                                                           
|BOWNE OF ATLANTA, INC.,
a Georgia corporation               |        | BOWNE OF SOUTH BEND, INC.,
     a Delaware corporation                  
|                                                           
|By                                                          |        |                                                                          |  | By |        |                                                             
|                                                            |        |                                                                          |  |   
|                                                            | Name:  | /s/ Philip E. Kucera                                                     |  |    | Name:  | /s/ Philip E. Kucera                                        
|                                                            |        |                                                                          |  |    |        |                                                             
|                                                            | Title: | Vice President                                                           |  |    | Title: | Vice President                                              
|                                                           
|BOWNE OF BOSTON, INC.,
a Massachusetts corporation          |        | BOWNE OF LOS ANGELES, INC.,
     a California corporation               
|                                                           
|By                                                          |        |                                                                          |  | By |        |                                                             
|                                                            |        |                                                                          |  |   
|                                                            | Name:  | /s/ Philip E. Kucera                                                     |  |    | Name:  | /s/ Philip E. Kucera                                        
|                                                            |        |                                                                          |  |    |        |                                                             
|                                                            | Title: | Vice President                                                           |  |    | Title: | Vice President                                              
|                                                           
|BOWNE OF CHICAGO, INC.,
a Delaware corporation              |        |                                                                         
|                                                           
|By                                                          |        |                                                                          |  |    |        |                                                             
|                                                            |        |                                                                          |  |   

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##### 



| |                                                                     |        |                                                                   | 
| | ------------------------------------------------------------------- | ------ | ----------------------------------------------------------------- | 
| |                                                                     | Name:  | /s/ Philip E.
Kucera                                              | 
| |                                                                     | Title: | Vice President                                                    | 
| |                                                                     |        |                                                                   | 
| | BOWNE OF CLEVELAND, INC.,
an Ohio corporation                       |       
| |                                                                     |        |                                                                   | 
| | By                                                                  |        |                                                                   | 
| |                                                                     |        |                                                                  
| |                                                                     | Name:  | /s/ Philip E.
Kucera                                              | 
| |                                                                     | Title: | Vice President                                                    | 
| |                                                                     |        |                                                                   | 
| | BOWNE OF DALLAS LIMITED PARTNERSHIP,
a Delaware limited partnership |       
| |                                                                     |        |                                                                   | 
| | By                                                                  |        |                                                                   | 
| |                                                                     |        |                                                                  
| |                                                                     | Name:  | /s/ Philip E.
Kucera                                              | 
| |                                                                     | Title: | Vice President of Bowne of Dallas, Inc.
The  Sole General Partner | 

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##### 



The undersigned hereby acknowledge and agree to the foregoing Agreement.

| |  |                   |                                 |  | 
| |  | ----------------- | ------------------------------- |  | 
| |  | BOWNE & CO., INC.
| |  |                   |                                 |  | 
| |  | By:               |                                 |  | 
| |  |                   |                                 |  | 
| |  |                   |                                 |  | 
| |  | Name:             | /s/ C. Cody Colquitt            |  | 
| |  |                   |                                 |  | 
| |  | Title:            | Senior Vice
President and Chief |  | 
| |  |                   | Financial Officer               |  | 

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##### 



SCHEDULE A

SUBSIDIARY GUARANTORS

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##### 



BOWNE BUSINESS COMMUNICATIONS, INC., a New York corporation
BOWNE BUSINESS SOLUTIONS, INC., a Delaware corporation
BOWNE ENTERPRISE SOLUTIONS, L.L.C., a New York limited liability company
BOWNE OF NEW YORK CITY, L.L.C., a New York limited liability company
BOWNE LOCALIZATION, INC., a Delaware corporation
BOWNE OF PHOENIX, INC., an Arizona corporation
BOWNE OF ATLANTA, INC., a Georgia corporation
BOWNE OF BOSTON, INC., a Massachusetts corporation
BOWNE OF SOUTH BEND, INC., a Delaware corporation
BOWNE OF CHICAGO, INC., a Delaware corporation
BOWNE OF CLEVELAND, INC., an Ohio corporation
BOWNE OF DALLAS LIMITED PARTNERSHIP, a Delaware limited partnership
BOWNE OF LOS ANGELES, INC., a California corporation

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