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                                                                    Exhibit 10.4

[*] PORTIONS OF THIS EXHIBIT HAVE BEEN DELETED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT. THE CONFIDENTIAL PORTIONS HAVE BEEN FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION.

                         STRATEGIC DEVELOPMENT AGREEMENT
                         -------------------------------

                 BETWEEN iPRINT TECHNOLOGIES AND WOOD ASSOCIATES
                 -----------------------------------------------


     THIS AGREEMENT (the "Agreement") is made and entered into as of this 30th
day of August, 2001 (the "Effective Date") by and between iPrint Technologies,
inc. ("iPrint"), a Delaware Corporation with its headquarters located at 255
Constitution Drive, Menlo Park, CA 94025 and Wood Alliance, Inc., d/b/a Wood
Associates ("WA"), a California corporation with its principal office at 3073
Corvin Drive, Santa Clara, CA 95051.

WHEREAS, WA would like to engage iPrint to provide certain Internet-related
services as described herein; and

WHEREAS, iPrint would like to provide such services to WA, subject to and in
accordance with the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants herein and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, iPrint and WA (referred to herein individually, as a "Party" and
collectively, as the "Parties") hereby agree as follows:

1.   Definitions

     All defined terms in this Agreement shall have the meaning assigned to them
herein. All definitions shall apply both to their singular or plural forms, as
the context may require. "Days" shall mean calendar days, unless otherwise
specified. All references to "Paragraph" shall refer to paragraphs of this
Agreement, unless otherwise specified.

     1.1 "Additional Entities" means all Customers other than the ones listed in
     Exhibit B attached hereto and incorporated herein by this reference.

     1.2 "Affiliate" means, with respect to either Party, a third party directly
     or indirectly controlling, controlled by, or under common control with such
     Party. For purposes of this definition, "control" shall mean ownership of a
     majority of the voting shares or voting interests of a third party.

     1.3 "WA Content" means any and all Content owned or licensed by WA and
     provided by WA to iPrint hereunder, including, without limitation,
     Merchandise Catalog Items.

     1.4 "Customers" means any client that contracts with WA to activate a
     branded iPrint licensed Store.

     1.5 "Consumer" means any visitor on WA Site that purchases a Product
     through the Store.

     1.6 "Company Store" means an internal Store or eStorefront which will
     allows Customer's employees or certain designated persons to purchase
     Customer-specific Products and is a simple, static electronic catalog
     e-commerce website with no more than 100 products with approximately the
     same functionality as existing WA Company Stores. (See Exhibit C for
     specification.)

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     1.7  "WA Marks" means any and all Marks owned or licensed by WA and
     provided by WA to iPrint hereunder.

     1.8  "Content" means data, text, graphics, pictures, artwork, designs,
     sound, graphics, logos, symbols, video, streaming video / audio clips,
     articles, original works, original writings, and other textual,
     audiovisual, and multimedia items.

     1.9  "Entities" means the Additional Entities and Initial Entities,
     collectively.

     1.10 "Initial Entities" means the list of Customers in Exhibit B.

     1.11 "Intellectual Property Rights" means, on a world-wide basis, any and
     all now known or hereafter known tangible and intangible (a) rights
     associated with works of authorship including, without limitation,
     copyrights, moral rights and mask-works, (b) trademark and trade name
     rights and similar rights, (c) trade secret rights, (d) patents, designs,
     algorithms and other industrial property rights, (e) all other intellectual
     and industrial property rights of every kind and nature and however
     designated, whether arising by operation of Law, contract, license or
     otherwise, and (f) all registrations, initial applications, renewals,
     extensions, continuations, divisions or reissues thereof now or hereafter
     made, existing, or in force (including any rights in any of the foregoing).

     1.12 "Law" means any law, statute, ordinance, rule, regulation, judgment,
     decree, requirement, order, procedure, or public policy of any national,
     federal, regional, state, or local governmental body, department, or
     agency.

     1.13 "Link" means an identifying logo and/or graphic(s) button whereby
     users may directly traverse from one web site to another by clicking the
     pointer icon on such logo and/or button.

     1.14 "Marks" means names, trademarks, service marks, trade names, service
     names, logos, icons, graphic images, and other such items.

     1.15 "Merchandise Catalog Items" means the Products and any and all related
     text descriptions, product pictures, illustrations, information, graphics,
     streaming audio / video clips, digital pictures, prices, sizes, logos,
     designs, and color schemes.

     1.16 "Products" means any and all products and/or services of WA which are
     marketed, promoted, offered for sale, sold, purchased and/or distributed
     through the Store hereunder.

     1.17 "iPrint Content" means any and all Content owned or licensed by iPrint
     and provided by iPrint to WA hereunder. iPrint Content does not include
     Content placed by a Consumer on any website developed, managed, supported
     or hosted by iPrint.

     1.18 "iPrint Marks" means any and all Marks owned or licensed by iPrint and
     provided by iPrint to WA hereunder.

     1.19 "iPrint Site" means the Internet website owned by iPrint and all
     successors thereto.

     1.20 "iPrint Tools" means any and all Tools which iPrint has independently
     or previously developed or licensed from a third party, or which iPrint
     develops or licenses from a third party, whether in connection with this
     Agreement or otherwise.

     1.21 "Related Parties" means any and all directors, officers, shareholders,
     employees, representatives, consultants, and agents of an individual or
     entity.

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     1.22 "Services" means the set-up, management, and support provided by
     iPrint for a Customer's Store, including providing the software and
     hardware environment.

     1.23 "Store" or "eStorefront" means the software functionality developed
     and installed by iPrint hereunder, which will allow Consumers to purchase
     Products, as further described herein and in Exhibit C attached hereto.

     1.24 "Tool Box" and "Builder" means the software application, templates,
     and mechanism containing iPrint's Tools which WA may use to build
     individual eStorefronts for its Customers pursuant to the terms and
     conditions of this Agreement.

     1.25 "Tools" means any and all software and tools and any modifications,
     enhancements or updates thereto, both in object code and source code form,
     including, without limitation, subroutines, command structures, algorithms,
     processes, design and coding, menus, development tools and programming
     techniques, search engines and techniques, toolbars, Java applets, and
     ActiveX controls.

2.   iPrint Obligations

     2.1  Scope of Services. iPrint shall set-up, manage, and support Customer
          -----------------
     Company Stores as more particularly set forth in Exhibit C.

     2.2  Development of ASP Solution. Allow WA access to and the use of
          ---------------------------
     iPrint's future administrative template/tool which will allow WA to input
     data into iPrint's ASP solution ("ASP Solution") in a way that WA can
     create and deploy additional e-storefront's similar to the Initial Entity's
     describe above with minimal supplemental deployment services of iPrint;

     2.3  Maintenance and Support of ASP Solution. Offer WA product management
          ---------------------------------------
     services consistent with iPrint's planned ASP offering for Entities'
     e-storefronts (including product management tools and product data
     architecture). Supplemental deployment assistance for new e-storefront's
     created by WA with the administrative template/tool described above.

     2.4  Hosting. Offer application and network hosting services for the
          -------
     Initial Entities' e-storefronts and all subsequent e-storefronts launched
     by WA using iPrint's ASP Solution within the term of this Agreement. This
     includes a physical hosting facility, network connectivity, necessary
     software and hardware purchases, installation and configuration of hardware
     and software, management of hardware and software, and web site visitor
     data reporting.

     2.5  Method for Performing Services; Nonexclusivity. iPrint shall, in its
          ----------------------------------------------
     sole discretion, determine the method, details, and means of performing the
     Services hereunder, in accordance with the terms and conditions of this
     Agreement. iPrint, in its sole discretion, may engage subcontractors to
     perform any of the Services provided hereunder. iPrint shall have the
     right, in its sole discretion, to directly or indirectly market, promote,
     offer, sell, provide, and make available any products, services and/or
     deliverables to other parties, including, without limitation, to any
     individual or entity that directly or indirectly competes with WA,
     regardless of whether such products, services and/or deliverables are the
     same as or similar to any products, Services and/or deliverables provided
     by iPrint hereunder.

     2.6  Changes to Exhibit C.
          --------------------

                (a)    Notwithstanding anything to the contrary expressed or
                       implied by this Agreement or any Exhibit hereto, no
                       changes to Exhibit C (whether in original or amended
                       form) shall become effective unless and until the Parties
                       execute a revised Exhibit C (whether in original or
                       amended form), numbered "C-2", "C-3", etc. and describing
                       such changes and

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                    their impact on the affected Exhibit. iPrint shall have no
                    obligation to perform any Services described in any proposed
                    or requested revisions to Exhibit C (whether in original or
                    amended form), unless and until such revised Exhibit has
                    been executed by both Parties.

               (b)  If, during the term of this Agreement, WA wishes to
                    implement any changes that deviate in any material respect
                    from Exhibit C (whether in original or amended form), WA
                    shall submit the requested changes to iPrint in a writing
                    specifying such changes in detail. iPrint shall review such
                    requested changes and, if such requested changes are
                    acceptable to iPrint, shall submit to WA a written proposal
                    for implementing such requested changes, including, without
                    limitation, any price or schedule changes. WA shall have
                    five (5) business days from receipt of iPrint's proposal to
                    accept or reject such proposal in writing. Upon WA's
                    acceptance of such proposal, the Parties shall execute a
                    revised Exhibit C (whether in original or amended form), as
                    provided in Paragraph 2.3(a).

               (c)  If an event occurs during the term of this Agreement which
                    is beyond iPrint's reasonable control and which would affect
                    iPrint's performance of its obligations hereunder or under
                    Exhibit C (whether in original or amended form), including,
                    without limitation, with respect to performance or delivery
                    schedule or pricing (a "Material Change"), iPrint shall, as
                    soon as practicable after becoming aware of such Material
                    Change, submit iPrint's proposed changes to this Agreement
                    or Exhibit C (whether in original or amended form) to WA in
                    writing. Notwithstanding anything to the contrary expressed
                    or implied by this Agreement or any Exhibit hereto, in no
                    event shall iPrint be penalized or held liable for any
                    Material Change, and any failure or delay by iPrint in
                    meeting the applicable performance or delivery schedule
                    hereunder or under Exhibit C (whether in original or amended
                    form) (the "Schedule") due to a Material Change caused, in
                    whole or in part, by WA's failure or delay in performing any
                    of its obligations under this Agreement and/or such Exhibit
                    (a "Delay"), shall result in an automatic extension of such
                    Schedule by the period of such Delay, plus any additional
                    time period reasonably necessary due to such Delay.

     2.7 iPrint's Marks and Logo Display. While this Agreement is in effect, WA
         -------------------------------
     shall use best efforts to obtain from its Customers for iPrint the right to
     display its logo Link on each Entity Store, identifying iPrint as the
     E-Commerce services provider for the Store. While this agreement is in
     effect, WA shall have no right to move, modify, edit, reduce, remove, or in
     any way change iPrint's logo Link without iPrint's express prior written
     consent.

     2.8 Upgrade Notification. In the event that iPrint materially upgrades the
         --------------------
     Tools running the Entity Stores, then iPrint shall notify WA in writing of
     whether such upgrades are required or optional thirty (30) days in advance
     of the scheduled upgrade, and shall disclose to WA whether or not there is
     any impact on the customization of the Entity Stores.

3.   WA Obligations

     3.1 WA will contract with iPrint to exclusively build and maintain at least
     fifty (50) Fortune 1000 Company Stores, unless mutually agreed upon in
     writing otherwise for specific Entity/Company Store exceptions. WA will
     grant to iPrint the exclusive right to build, manage, or maintain any
     additional Entity/Company Store or e-commerce websites upon the same terms
     as contemplated in this Agreement until the term of this Agreement is
     complete, unless also mutually agreed upon in writing otherwise for
     specific Entity/Company Store exceptions.

     3.2 All agreements between WA and its Customers for the establishment and
     maintenance of a Entity/Company Store or e-commerce websites shall be in
     writing and shall include the terms and conditions

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     of iPrint's standard Corporate Site agreement attached in Exhibit D to
     protect iPrint Content, iPrint Marks, Tool Box, iPrint Tools, and any other
     iPrint technology provided to Customer. No Customer of WA shall be granted
     access to the ASP Solution. If a breach of any terms of such agreement
     occurs, then WA shall take prompt, corrective action to remedy the breach
     and shall, in addition, notify iPrint in writing of the breach and the
     corrective action taken. In the event that any Customer ceases to be
     entitled to use of a Entity/Company Store or e-commerce websites shall take
     immediate action to remove the website or notify iPrint to remove the
     website. WA will indemnify and hold iPrint harmless from any and all
     losses, damages, costs and expenses arising, whether directly or
     indirectly, from WA's failure to comply with the provisions of this Section
     3.2.

     3.3 WA agrees to use best efforts to provide iPrint with sales and
     marketing support to expand Entities/Company Stores from supplying
     promotional products to also supply paper-based products. WA agrees that
     iPrint will have exclusive access to all of WA's paper-based products
     Customers and WA will not work with any other paper-based product company
     within these accounts.

     3.4 Upon the earlier of (i) WA's payment to iPrint of all outstanding
     principal and interest under the Loan and Security Agreement between iPrint
     and Wood dated August 30, 2001 (the "Loan"), or (2) the aggregate total
     payments made to iPrint pursuant to this Agreement equalling or exceeding
     ten million dollars ($10,000,000), WA's obligations under paragraphs 3.1,
     3.3, 3.5, 3.6, 3.7 shall terminate and WA will be released from any and all
     obligations thereunder.

     3.5 If Wood defaults on its Strategic Development Agreement obligations and
     if the total number of transferred stores is less than 50 at the time of
     default or by the end of the term, Wood may, at Wood's sole option, either
     use its best efforts to continue transferring in a timely manner an
     additional number of its top ranked (by sales volume) and active (recent
     sales and frequency) Fortune 1000 Company Store accounts to iPrint until
     iPrint is servicing a minimum of 50 Fortune 1000 Company Stores or Wood
     will pay iPrint the two thousand dollar ($2,000) development fee per
     delinquent Entity/Company Store within thirty days (30) notice.

     3.6 If Wood defaults on its Strategic Development Agreement obligations and
     has ceased operations in Company Stores, Wood will use its best efforts to
     transfer in a timely manner all ownership of Company Stores and underlying
     corporate relationship to iPrint such that iPrint can continue servicing
     the promotional requirements of all Company Store accounts. If the total
     number of transferred stores is less than 50 at the time of default, Wood
     may, at iPrint's sole option, either use its best efforts to continue
     transferring in a timely manner an additional number of its top ranked (by
     sales volume) and active (recent sales and frequency) Fortune 1000 Company
     Store accounts to iPrint until iPrint is servicing a minimum of 50 Fortune
     1000 Company Stores or Wood will pay iPrint the two thousand dollar
     ($2,000) development fee per delinquent Entity/Company Store within thirty
     days (30) notice as decided solely by iPrint.

     3.7 If Wood defaults on its Loan and Security Agreement, Wood will use its
     best efforts to transfer in a timely manner all ownership of Company Stores
     and underlying corporate relationship to iPrint such that iPrint can
     continue servicing the promotional requirements of all Company Store
     accounts. If the total number of transferred stores is less than 50 at the
     time of default or by the end of the term, Wood may, at iPrint's sole
     option, either use its best efforts to continue transferring in a timely
     manner an additional number of its top ranked (by sales volume) and active
     (recent sales and frequency) Fortune 1000 Company Store accounts to iPrint
     until iPrint is servicing a minimum of 50 Fortune 1000 Company Stores or
     Wood will pay iPrint the two thousand dollar ($2,000) development fee per
     delinquent Entity/Company Store within thirty days (30) notice as decided
     solely by iPrint.

     3.8 WA Content and WA Marks. WA shall, in a timely manner, provide iPrint
         -----------------------
     with any and all WA Content and WA Marks necessary for the implementation
     of this Agreement, in the format(s) specified by iPrint from time to time
     in its sole discretion.

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         3.9  Advisory Counsel Obligations. WA agrees that it shall designate
              ----------------------------
         one senior level executive from its organization (the "Designee") to
         serve on iPrint's Advisory Counsel, in order to assist iPrint in
         providing quality services to its clients.

         3.10 Case Studies. iPrint shall not conduct a Case Study on any
              ------------
         Customer without its prior written permission. Notwithstanding the
         foregoing, and upon request by iPrint, WA shall request both permission
         and reasonable assistance from any specified Entity, so that iPrint may
         conduct a Case Study on such Customer.

         3.11 Additional Obligations. In addition to any payment or other
              ----------------------
         obligations imposed on WA under this Agreement and/or any incorporated
         Exhibits herein, WA shall: (a) provide iPrint with any and all
         information and assistance, and make available and provide access to
         facilities, resources, and personnel, as may be reasonably requested by
         iPrint from time to time in order for iPrint to perform its obligations
         hereunder; (b) provide all WA Content and WA Marks necessary for iPrint
         to perform its obligations hereunder, in accordance with the applicable
         agreed-upon delivery schedule and the format(s) specified by iPrint
         from time to time in its sole discretion; and (c) cooperate with any
         other reasonable iPrint request to enable iPrint to perform its
         obligations hereunder. Any charges or expenses incurred by iPrint,
         pre-approved in writing with WA not unreasonably withheld, due to any
         delay or otherwise due to WA's failure to perform any of its
         obligations under this Agreement and/or any Statement of Work shall be
         paid by WA.

4.       Payment

         4.1  Fees. In consideration of the Services to be performed hereunder,
              ----
         WA shall compensate iPrint in accordance with the rate and payment
         schedule set forth in Exhibit A. iPrint may suspend performance at any
         time in the event of WA's failure to timely pay fees due hereunder if
         (1) iPrint has given WA written notice of such failure to pay and (2)
         WA fails to make such payment within five (5) days of receipt of such
         written notice.

         4.2  Expenses. In addition, iPrint shall invoice WA for reasonable
              --------
         out-of-pocket non-overhead costs and expenses incurred in the course of
         iPrint's performance of its obligations hereunder (as evidenced by
         appropriate receipts or other documentary evidence), including, without
         limitation, travel, meals, and lodging, and material and supply costs,
         at cost. All estimated out-of-pocket non-overhead expenses including
         travel, meals and lodging must be pre-approved by WA in writing.

         4.3  Invoices. All invoices submitted to WA hereunder shall be sent to
              --------
         the following address: 3073 Corvin Drive Santa Clara, CA 95051. All
         invoices are due and payable thirty (30) days after receipt thereof.
         All payments made to iPrint hereunder shall be sent to the following
         address: 255 Constitution Drive, Menlo Park, CA 94025.

         4.4  Taxes; Late Payment. WA shall pay all sales, use, excise and other
              -------------------
         taxes, duties and tariffs that may be levied upon either Party in
         connection with this Agreement, except for taxes based on iPrint's net
         income. WA shall reimburse iPrint for all reasonable costs incurred by
         iPrint in connection therewith, including, without limitation, attorney
         fees and collection fees.

5.       Term and Termination

         5.1  Initial Term. This Agreement will continue in full force and
              ------------
         effect for a period of two (2) calendar years commencing from the
         Effective Date hereof (the "Initial Term"), unless otherwise terminated
         by either Party as provided herein.

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         5.2 Renewal Term. After the Initial Term, this Agreement shall
             ------------
         automatically renew for successive one (1) year terms (the "Renewal
         Terms"), unless one of the Parties, no later than ninety (90) days
         prior to the end of the Initial Term or any Renewal Term, gives written
         notice to the other Party that this Agreement shall terminate at the
         end of the Initial Term or such Renewal Term (as applicable).

         5.3 Termination for Breach. Either Party may terminate this Agreement
             ----------------------
         at any time prior to the end of the Initial Term or any Renewal Term,
         upon thirty (30) days' prior written notice to the other Party
         (specifying in reasonable detail the nature of the material breach), if
         such other Party materially breaches any term or condition of this
         Agreement and fails to cure such breach within such thirty (30) day
         period.

         5.4 Termination For Convenience. Either Party may terminate this
             ---------------------------
         Agreement, without cause, at any time after the Initial Term by
         providing the other Party with a least one hundred and eighty (180)
         days' prior written notice of such Party's intent to terminate, without
         any obligation or liability for doing so, except as provided in
         Paragraph 5.5.

         5.5 Effects of Termination. Promptly upon the notice of termination of
             ----------------------
         this Agreement for any reason: (i) WA shall pay to iPrint any and all
         amounts then due and outstanding in connection with any applicable
         Services performed hereunder through the effective date of termination
         (last day of service); (ii) all rights and licenses granted hereunder
         and all obligations and covenants imposed hereunder shall cease, except
         as otherwise expressly set forth herein; (iii) WA shall dismantle all
         Customer Stores and erase all Customer Stores from its server; (iv)
         each Party shall: (A) stop using all Confidential Information, Marks,
         Content and/or Tools (as applicable) of the other Party then under its
         possession or control; (B) erase or destroy all such Confidential
         Information, Marks, Content and/or Tools residing in any computer
         memory or data storage apparatus; and (C) at the option of such other
         Party, either destroy or return to such other Party all such
         Confidential Information, Marks, Content, Tool Boxes and/or Tools in
         tangible form and all copies thereof.

         5.6 Survival. Sections 4, 6, 7, 8, 9, 10, 11, 12 and 13 shall survive
             --------
         the termination of this Agreement.

6.       Proprietary Rights and Licenses

         6.1 WA Proprietary Rights. As between iPrint and WA, the WA Content, WA
             ---------------------
         Marks, and WA's Confidential Information (as hereinafter defined), are
         and shall remain the sole and exclusive property of WA, and WA shall
         own all Intellectual Property Rights therein. Except as otherwise
         expressly provided herein or in any Exhibit hereto, nothing expressed
         or implied by this Agreement or any Exhibit hereto shall be construed
         to grant to iPrint any ownership right in, or license to, the WA
         Content, WA Marks, and/or WA's Confidential Information.

         6.2 iPrint Proprietary Rights. As between iPrint and WA, the iPrint
             -------------------------
         Site, iPrint Content, iPrint Marks, iPrint Tools, iPrint's Confidential
         Information (as hereinafter defined), the Store (excluding any WA
         Content and/or WA Marks incorporated therein), and any and all other
         materials, Content, Tools and/or works developed or provided by iPrint
         or any third party contractors of iPrint, whether pre-existing,
         independently developed and/or developed in connection with this
         Agreement or otherwise, whether in original or derivative form, are and
         shall remain the sole and exclusive property of iPrint, and iPrint
         shall own all Intellectual Property Rights therein. Except as otherwise
         expressly provided herein or in any Exhibit hereto, nothing expressed
         or implied by this Agreement or any Exhibit hereto shall be construed
         to grant to WA any ownership right in, or license to, any of the
         foregoing items.

         6.3 iPrint retains all right, title, interest, and ownership in and to
         the created websites including, but not limited to, all underlying or
         related intellectual property, code, non-Entity/non-client owned
         content, tools, utilities, applications, and system and developmental
         environments. In no way does this Agreement or any related agreements
         or exhibits grant to WA any ownership right in, or license to, any of
         the foregoing items.

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         6.4 License to iPrint. During the term of the Agreement and subject to
             -----------------
         the terms and conditions of this Agreement, WA hereby grants to iPrint
         a non-exclusive, worldwide, royalty-free, and sublicensable (through
         multiple tiers) right and license to use, modify, adapt, translate,
         reproduce, create derivative works from, distribute, display, and
         transmit the WA Content and WA Marks, whether in original or derivative
         form, solely in connection with the implementation of this Agreement
         subject to compliance with Wood's trademark usage guidelines.

         6.5 License to WA. During the Term of this Agreement and subject to the
             -------------
         terms and conditions of this Agreement, if and to the extent that any
         iPrint Content, iPrint Marks, Tool Box and/or iPrint Tools are
         incorporated in or are required for WA to build, operate and use the
         Entity Stores, iPrint hereby grants to WA a limited, non-exclusive,
         worldwide, royalty-free, and non-transferable right and license to use,
         execute, reproduce, display, and distribute such iPrint Content, iPrint
         Marks and/or iPrint Tools, solely to the extent incorporated in or
         required for WA to build, operate and use the Entity Store in the
         ordinary course of WA's business, subject to compliance with iPrint's
         trademark usage guidelines and subject to any applicable license
         restrictions or other terms and conditions imposed by iPrint's
         licensors pre-approved in writing. iPrint shall retain all ownership
         rights, title and interest to its ASP application(s).

Except for the limited licenses specified, iPrint is not selling or transferring
any aspect of the iPrint Content, iPrint Marks, Tool Box and/or iPrint Tools
Corporate Print Center Site, any related services, or any iPrint technology.

7.       Warranties

         7.1 WA represents, warrants and covenants to iPrint that: (a) WA is the
         sole and exclusive owner of all WA Content and WA Marks except as
         licensed from WA Customers; (b) WA has the right and authority to enter
         into and perform its obligations under this Agreement and to grant the
         rights granted to iPrint hereunder; (c) the execution of this Agreement
         by WA, the exercise or performance by WA of any rights or obligations
         hereunder, and the rights granted by WA to iPrint hereunder do not and
         will not breach, conflict with, or constitute a default under any other
         agreement or instrument applicable to WA or binding upon its assets or
         properties; and (d) the WA Content and WA Marks, and the use and
         display thereof as contemplated by this Agreement, does not and will
         not: (i) violate or infringe upon any third party's Intellectual
         Property Rights, rights of privacy or publicity, or any other rights;
         or (ii) defame any third party.

         7.2 iPrint represents, warrants and covenants to WA that: (a) iPrint
         owns or licenses all right, title, and interest in and to all iPrint
         Content, iPrint Marks, Tool Box and/or iPrint Tools; (b)iPrint has the
         right and authority to enter into and perform its obligations under
         this Agreement and to grant the rights granted to WA hereunder; (c) the
         execution of this Agreement by iPrint, the exercise or performance by
         iPrint of any rights or obligations hereunder, and the grant of the
         rights hereunder do not and will not breach, conflict with, or
         constitute a default under any other agreement or instrument applicable
         to iPrint or binding upon its assets or properties; (d) the Services
         will be performed by qualified personnel in a professional manner in
         accordance with reasonable industry standards and (e) to the best of
         its knowledge, the iPrint Content, iPrint Marks, Tool Box and/or iPrint
         Tools, and the use and display thereof as contemplated by this
         Agreement, does not and will not: (i) violate or infringe upon any
         third party's Intellectual Property Rights, rights of privacy or
         publicity, or any other rights; or (ii) defame any third party.

8.       Limitation of Liability

         8.1 EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, IN NO EVENT SHALL
         EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY
         CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY OR INCIDENTAL
         DAMAGES, WHETHER FORESEEABLE OR UNFORESEEABLE, ARISING IN CONNECTION
         WITH THE PRODUCTS AND/OR THE MARKETING, PROMOTION, OFFERING FOR SALE,
         SALE, PURCHASE, DISTRIBUTION, AND/OR USE THEREOF, INCLUDING, WITHOUT
         LIMITATION, CLAIMS FOR LOSS OF REVENUE, PROFITS, DATA, GOODWILL,

                                        8

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         PRODUCTS, OR USE OF MONEY, INTERRUPTION IN USE OR AVAILABILITY OF DATA,
         STOPPAGE OF OTHER WORK, OR IMPAIRMENT OF OTHER ASSETS, WHETHER BASED
         UPON BREACH OR FAILURE OF EXPRESS OR IMPLIED WARRANTY, BREACH OF
         CONTRACT, MISREPRESENTATION, NEGLIGENCE, STRICT LIABILITY IN TORT, OR
         ANY OTHER FORM OF ACTION OR LEGAL OR EQUITABLE THEORY, AND WHETHER OR
         NOT EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
         EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN , IN NO EVENT SHALL THE
         MAXIMUM AGGREGATE LIABILITY WHICH EITHER PARTY MAY INCUR IN ANY ACTION
         OR PROCEEDING ARISING IN CONNECTION WITH THE STORE AND/OR SERVICES OR
         OTHERWISE ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS
         IMPLEMENTATION, EXCEED THE TOTAL AMOUNTS ACTUALLY PAID BY WA TO iPrint
         PURSUANT TO PARAGRAPH 4. FOR PURPOSES OF THIS PARAGRAPH 8 AND
         PARAGRAPHS 9 AND 12, "iPrint" SHALL MEAN iPrint TECHNOLOGIES, INC., ITS
         FULFILLMENT VENDORS, ITS LICENSORS, ITS AND THEIR RESPECTIVE
         AFFILIATES, AND ANY RELATED PARTIES OF ANY OF THE FOREGOING.

9.       Warranty Disclaimer

         EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN PARAGRAPH 7.2, iPrint MAKES
         NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO ANY
         SITES, PRODUCTS, SERVICES, TECHNOLOGY OR CONTENT PROVIDED HEREUNDER,
         INCLUDING WITHOUT LIMITATION, WARRANTIES OF FITNESS, MERCHANTABILITY,
         NON-INFRINGEMENT, TITLE, OR ANY IMPLIED WARRANTIES ARISING OUT OF THE
         COURSE OF PERFORMANCE, DEALING OR TRADE USAGE. IN ADDITION, iPrint
         MAKES NO REPRESENTATION THAT THE OPERATION OR USE OF ANY SITES,
         PRODUCTS, SERVICES, TECHNOLOGY OR CONTENT PROVIDED HEREUNDER WILL
         COMPLY WITH APPLICABLE GOVERNMENT CODES OR LAW, OR WILL BE
         UNINTERRUPTED, ERROR FREE, OR SECURE, AND iPrint WILL NOT BE LIABLE FOR
         THE CONSEQUENCES OF ANY INTERRUPTIONS, ERRORS, OR BREACHES OF SECURITY.
         iPrint MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WITH RESPECT
         TO ANY THIRD PARTY SOFTWARE, TOOLS, HARDWARE, OR OTHER MATERIALS OR
         CONTENT WHICH MAY BE USED OR PROVIDED BY iPrint IN THE PERFORMANCE OF
         SERVICES HEREUNDER. WA ACKNOWLEDGES THAT iPrint HAS ENTERED INTO THIS
         AGREEMENT AND HAS SET ALL APPLICABLE COMPENSATION TERMS IN RELIANCE
         UPON THE LIMITATIONS OF LIABILITY AND DISCLAIMERS OF WARRANTIES AND
         DAMAGES SET FORTH HEREIN, AND THAT THE SAME FORM IS THE ESSENTIAL BASIS
         OF THE BARGAIN.

10.      Confidentiality

         10.1 Definition. Each Party acknowledges that confidential, proprietary
              ----------
         and/or trade secret information may be disclosed or submitted by one
         Party (the "Providing Party") to the other (the "Receiving Party")
         hereunder, including, without limitation, trade secrets, processes,
         techniques, drawings, models, customer-related information and data,
         computer programs, databases, business plans, technical data, product
         ideas, marketing data, contracts and financial information
         conspicuously marked or otherwise designated as Confidential
         Information at the time of disclosure (the "Confidential Information").

         10.2 Scope of Use. The Receiving Party shall preserve and protect the
              ------------
         confidentiality of the Providing Party's Confidential Information using
         precautions at least as restrictive as those it takes to protect its
         own confidential, proprietary and/or trade secret information (but in
         no event less than a reasonable degree of care). Except as expressly
         authorized by this Agreement, the Receiving Party shall not itself, or
         allow others to, use, display, copy, disclose, transmit, reverse
         engineer, disassemble, decompile, translate, or modify all or any part
         of such Confidential Information, without the Providing Party's prior
         written consent. The Receiving Party agrees to limit access to the
         Providing Party's Confidential Information to its and its affiliates'
         directors, officers, employees, and contractors who: (a) have a need to
         know such Confidential Information for purposes of such Party
         performing its obligations hereunder; and (b) are obligated in writing
         to protect the confidentiality of such Confidential Information under
         terms at least as restrictive as those set forth in this

                                        9

<PAGE>

         Paragraph 10. The Receiving Party shall be fully and directly
         responsible and liable to the Providing Party for any breach of this
         Paragraph 10 by any individuals or entities receiving access to the
         Providing Party's Confidential Information through or on behalf of the
         Receiving Party.

         10.3 Exclusions. The restrictions set forth in this Paragraph 10 shall
              ----------
         not apply with respect to any information which the Receiving Party can
         document: (a) became publicly known through lawful means; (b) was
         rightfully in the Receiving Party's possession prior to disclosure by
         the Providing Party; (c) is disclosed to the Receiving Party without
         confidential or proprietary restriction by a third party who rightfully
         possesses the information (without confidential or proprietary
         restriction); or (d) is independently developed by the Receiving Party
         without use of or reference to any Confidential Information of the
         Providing Party.

         10.4 Injunctive Relief. Each Party acknowledges and agrees that, due to
              -----------------
         the unique and valuable nature of the Confidential Information and any
         other proprietary information and materials of the other Party, there
         can be no adequate remedy at Law for any breach by such Party of
         Paragraphs 6 or 10, that any such breach may result in irreparable harm
         to the non-breaching Party for which monetary damages would be
         inadequate to compensate the non-breaching Party, and that the
         non-breaching Party shall have the right, in addition to any other
         rights available under applicable Law, to seek from any court of
         competent jurisdiction preliminary and/or permanent injunctive relief
         to restrain any breach or threatened breach of, or otherwise to
         specifically enforce, any covenant or obligation of such Party under
         Paragraphs 6 or 10, as well as to obtain damages and equitable
         accounting of all earnings, profits, and other benefits arising from
         such violation, which rights shall be cumulative.

11.      Independent Contractor Relationship

         WA and iPrint are acting solely as independent contractors. Nothing in
         this Agreement shall be construed so as to create any agency,
         partnership, joint-venture, principal and agent, master and servant,
         employer and employee relationship between the Parties. Except as
         otherwise expressly provided in this Agreement, neither Party shall
         have any right, power or authority to act or create any obligation,
         express or implied, on behalf of the other Party.

12.      Indemnification

         12.1 Indemnification by WA. WA shall defend, indemnify, and hold
              ---------------------
         harmless iPrint from and against any and all third party claims,
         demands, actions, suits, proceedings, liabilities, damages, judgments,
         costs, and expenses (including, without limitation, reasonable
         attorneys' fees) arising out of or in connection with: (i) any breach
         or alleged breach by WA or its Affiliates, of any term, condition,
         representation, warranty or covenant set forth in this Agreement;
         and/or (ii) the gross negligence or willful misconduct of WA
         (collectively, the "iPrint Claims").

         12.2 Indemnification by iPrint. iPrint shall defend, indemnify, and
              -------------------------
         hold harmless WA from and against any and all third party claims,
         demands, actions, suits, proceedings, liabilities, damages, judgments,
         costs, and expenses (including, without limitation, reasonable
         attorneys' fees) arising out of or in connection with: (i) any breach
         or alleged breach by iPrint of any term, condition, representation,
         warranty or covenant set forth in this Agreement; and/or (ii) the gross
         negligence or willful misconduct of iPrint (collectively, the "WA
         Claims").

         12.3 Procedural Requirements. In claiming any indemnification
              -----------------------
         hereunder, the indemnified Party shall promptly provide the
         indemnifying Party with written notice of any Claim which the
         indemnified Party believes falls within the scope of Paragraph 12.1 or
         12.2 (as applicable). The indemnified Party may, at its own expense,
         assist in the defense if it so chooses, provided that the indemnifying
         Party shall control such defense and all negotiations relative to the
         settlement of any such Claim and further provided that any

                                       10

<PAGE>

         settlement intended to bind the indemnified Party shall not be final
         without the indemnified Party's prior written consent, which consent
         shall not be unreasonably withheld.

13.      Miscellaneous

         13.1  Severability. If any provision of this Agreement is held to be
               ------------
         invalid  or unenforceable for any reason, the remaining provisions
         shall continue in full force without being impaired or invalidated in
         any way, the Parties agree to replace any invalid provision with a
         valid provision which most closely approximates the intent and
         economic effect of the invalid provision.

         13.2 Governing Law. This Agreement shall be governed in all respects by
              -------------
         the laws of the state of California without regard to its conflict of
         laws provisions, and the Parties agree that any dispute arising out of
         this Agreement which is not subject to Paragraph 13.3 shall be resolved
         in the state or federal courts of California, and the Parties hereby
         expressly consent to such jurisdiction therein.

         13.3 Arbitration of Disputes. Except as otherwise provided by Paragraph
              -----------------------
         10.4, any controversy of claim arising between the Parties out of or
         relating to this Agreement, its performance, or the breach thereof,
         shall be settled by binding arbitration in accordance with the rules
         then prevailing of the American Arbitration Association, before a
         single arbitrator mutually agreeable to the Parties. Judgment of the
         arbitrator shall be final and binding, and each Party expressly waives
         its right to an appeal and/or jury trial. Subject to any limitations of
         liability set forth herein, the arbitration award may include
         compensatory damages (defined for this purpose as amounts or types of
         damages necessary to recompense the damaged party for its losses)
         against but under no circumstances shall the arbitrator be authorized
         to, nor shall the arbitrator, award punitive damages or multiple
         damages against either Party.

         13.4 Integration. This Agreement, including the Exhibits attached
              -----------
         hereto, sets forth the entire understanding and agreement of the
         Parties and supersedes and terminates any and all oral or written
         agreements or understanding between the Parties as to the subject
         matter of this Agreement. Neither party is relying upon any warranties,
         representations, assurances or inducements not expressly set forth
         herein.

         13.5 Modification/Upgrades. No amendment, change, waiver, modification
              ---------------------
         or discharge hereof shall be valid unless in writing and signed by the
         Party against which such amendment, change, waiver, modification or
         discharge is sought to be enforced.

         13.6 Remedies Non-Cumulative. The remedies for breach of this Agreement
              -----------------------
         shall be non-cumulative, and the aggrieved Party shall be entitled to
         exhaust any and all claims permissible under Law or in equity.

         13.7 Headings. The headings used throughout this Agreement are for
              --------
         administrative convenience only and shall not be used for the purpose
         of construing and enforcing this Agreement.

         13.8 Construction. Both Parties and their respective legal counsel have
              ------------
         participated in drafting the language of this Agreement, and any
         construction of a language contained herein shall not be interpreted in
         a manner less favorable to either Party.

         13.9 Notifications. Any notice provided pursuant to this Agreement, if
              -------------
         specified to be in writing, shall be in writing and shall be deemed
         given (i) if by hand delivery, upon receipt thereof, (ii) if by mail,
         three (3) days after deposit in the United States mails, postage
         pre-paid, certified return receipt requested, (iii) if by facsimile
         transmission, upon electronic confirmation thereof, or (iv) if by next
         day delivery service, upon such delivery. All notices shall be
         addressed as follows (or such other address as either Party may in the
         future specify in writing to the other):

                                       11

<PAGE>

                  In the case of iPrint:

                  iPrint Technologies, inc.
                  255 Constitution Drive
                  Menlo Park, CA 94025
                  (650) 298-8500
                  Fax (949) 251-1172 (650)

                  With a copy to:

                  Gray Cary Ware Freidenrich
                  400 Hamilton Avenue
                  Palo Alto, CA 94301
                  (650) 833-2000
                  Fax (650) 833-2001


                  In the case of WA:

                  Wood Alliance, SP, d/b/a Wood Associates
                  Attn:  W. Scott Holmes
                  3073 Corvin Drive
                  Santa Clara, CA 95051
                  (408) 523-2760
                  Fax (408) 523-2799


         13.10 Assignment. Neither Party shall assign, delegate or otherwise
               ----------
         transfer any of its material rights or obligations hereunder without
         the prior written consent of the Other Party, which consent will not be
         unreasonably withheld. Provided, however, that the foregoing provision
         does not preclude iPrint from subcontracting various aspects of its
         services as is its current business model. Subject to the foregoing
         sentence, this Agreement shall be binding upon, and inure to the
         benefit of, the Parties' respective successors and assigns.

         13.11 Non-Solicitation. Unless otherwise mutually agreed to by the
               ----------------
         Parties in writing, during the term of this Agreement and for a period
         of one (1) year thereafter neither Party shall hire, or solicit the
         employment of, any of the other Party's employees directly or
         indirectly associated with the performance of this Agreement. In the
         event either Party breaches the foregoing restriction, the breaching
         Party will pay, as liquidated damages and not a penalty, within thirty
         (30) days of receipt of a notice of breach, a sum equal to two (2)
         years of salary or fees the non-breaching Party would pay to such
         employee.

         13.12 Order of Precedence. In the event of any conflict, ambiguity or
               -------------------
         inconsistency between or among the terms and conditions of this
         Agreement and any Exhibit hereto, the terms and conditions of this
         Agreement shall control.

         13.13 Publicity. iPrint and Wood will issue a joint press release
               ---------
         stating the nature of the agreement, mutually agreed upon. Otherwise,
         except as expressly provided in this Agreement, no news releases, or
         other public disclosures relating to this Agreement, its existence or
         its subject matter (including, without limitation, photographs, public
         announcements or confirmation of same) shall be made by either Party
         without the prior consent of the other Party, and neither Party shall
         use (whether in news releases, advertising or otherwise) the other
         Party's Marks without such other Party's prior consent, provided,
         however, that the Parties agree to reasonably cooperate in the issuance
         of mutually-agreeable joint press release(s) regarding the Parties'
         relationship hereunder. Notwithstanding the foregoing, iPrint may
         disclose that it is

                                       12

<PAGE>

         currently providing or has provided electronic commerce services for WA
         in its marketing materials, customer lists and filings with the United
         States Securities Exchange Commission.

         13.14 Force Majeure. If the performance of any part of this Agreement
               -------------
         by either Party is prevented, hindered, delayed or otherwise made
         impracticable by reason of flood, riot, fire, judicial or governmental
         action, power failure, computer virus, labor disputes, act of God or
         any other causes beyond the control of either Party, that Party shall
         be excused from such to the extent that it is prevented, hindered or
         delayed by such causes.

         13.15 Counterparts. This Agreement may be executed in several
               ------------
         counterparts, all of which taken together shall constitute the entire
         agreement of the Parties hereto.

         13.16 Waiver. The delay or failure of either Party to exercise any
               ------
         right in any respect provided for herein shall not constitute a waiver,
         and the waiver of either Party to exercise any right in any respect
         herein shall not be deemed a waiver of any further right hereunder.

         13.17 Control over the Network. Notwithstanding anything to the
               ------------------------
         contrary expressed or implied by this Agreement or any Exhibit hereto,
         iPrint shall have the right, at any time, to remove or have removed
         from Store any Marks, Content, Tools and/or other items and materials
         which iPrint, in its sole discretion, deems may: (i) violate any
         applicable Law; (ii) violate or infringe upon any third party's
         Intellectual Property Rights, contractual rights, rights of publicity
         or privacy, or any other rights; (iii) promote violence,
         discrimination, or illegal activities; (iv) be defamatory, misleading,
         inappropriate, threatening, harassing, offensive, discriminatory,
         indecent, or pornographic; or (v) otherwise prejudice the interests of
         iPrint or any third party.

         13.18 Compliance with Laws. In implementing this Agreement, WA and
               --------------------
         iPrint: (a) have obtained and will obtain, and will maintain in full
         force and effect, all licenses, permits, approvals, and other
         authorizations that are necessary or required to perform its
         obligations under this Agreement; and (b) have complied with, and will
         comply with, all applicable Laws.

         13.19 Third Parties. Except as specifically set forth or referred to
               -------------
         herein, nothing herein expressed or implied is intended or shall be
         construed to confer upon or give to any individual or entity other than
         the Parties and their successors and permitted assigns any rights or
         remedies under or by reason of this Agreement.

IN WITNESS WHEREOF, the Parties have caused his Agreement to be executed by
their duly authorized representatives as of the Effective Date.

iPrint Technologies, Inc.             Wood Alliance, Inc. d/b/a Wood Associates

/s/ Royal P. Farros                   /s/ Monte Wood
----------------------------          ---------------------------------

 Royal P. Farros                      Monte Wood
----------------------------          ---------------------------------
Name                                  Name

CEO                                     CEO
----------------------------          ---------------------------------
Title                                 Title

                                       13

<PAGE>

                                   EXHIBIT "A"

                              iPrint's Compensation

This Exhibit "A" to the Strategic Development Agreement dated August 30, 2001
(the "Agreement") is entered into by and between iPrint, Inc., a Delaware
Corporation (hereafter "iPrint") and Wood Alliance, Inc. d/b/a Wood Associates
(hereafter "WA") and is intended to be attached to and made a part of the
Agreement, the terms of which are hereby incorporated by reference.

1.       Initial Entity Stores. WA shall pay iPrint a $ [*] (US) initial
         ---------------------
non-refundable, non-cancelable monthly start up license fee for the Initial
Entity Stores, payable upon Strategic Development Agreement signature until the
first Company Store/Entity is live.

1.1      Entity Stores. WA shall pay iPrint anon-refundable, non-cancelable
         -------------
license fee of $ [*] (US) for each Entity Store which, for functionality that
fits into the builder environment, includes development, QA, and deployment and
shall include up to one (1) hour of consulting services at no additional charge
(the "Complimentary Services"). The Complimentary Services shall not be
cumulative, and are given solely on a per Store basis. WA shall forfeit any
unused portion of the Complimentary Services without right to a credit. WA will
pay iPrint 50% of the license fee upon initiation of Company Store/Entity
development and 50% upon delivery of Company Store/Entity website.

2.       Monthly Maintenance Fees.
         -------------------------

2.1      Initial Entity Stores. WA shall pay iPrint a monthly maintenance fee
         ---------------------
         for the Entities e-storefronts in the amount of $ [*] (US) or a
         transaction fee of [*] percent of total gross revenues transacted, less
         any customer applied mark-up to retail price (for example, if Wood's
         retail price is $10 and the customer wants to charge $15, the [*] % is
         on the $10 and not the $15 charge), from all iPrint built
         Entities/Company Stores per month, whichever is greater, commencing
         upon the launch of the first such e-storefront (such amount shall be
         adjusted pro-ratably for the first month, as may be applicable),
         invoiced on the first day of each month. Provided that WA's aggregate
         e-storefront count does not exceed 50 and its user and transaction
         volumes (`Load Levels') do not exceed WA's current user and transaction
         volumes per e-storefront that WA has experienced on average for the
         three months prior to this Agreement (for its existing e-stores hosted
         on LiveMarket)(its `Current Average'), during the Term, then iPrint
         warrants the transaction performance of the e-storefronts and during
         the Term and WA's maintenance fee shall not increase. Provided,
         however, that should WA's Load Levels increase beyond its Current
         Average or 50 e-storefronts as measured by the average quarterly usage
         prior to the Effective Date, then iPrint may be required to add
         additional servers and or capacities to the e-storefront infrastructure
         in order accommodate the higher load levels. Should this be required,
         WA's monthly maintenance fee will increase, accordingly. Wood agrees to
         pay iPrint $200/hr for development that may be required beyond the
         current specification and scope of a Company Store (Exhibit C) or any
         other applicable technical endeavors. All supplemental development
         costs are to be quoted by iPrint in writing and approved by Wood in
         writing in advance of such development.

 [*] IDENTIFIES REDACTED MATERIAL WHICH HAS BEEN DELETED PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION.

                                       14

<PAGE>

2.2  IT Services: In addition, as a separate and independent service to WA, and
     strictly at the option of both WA and iPrint, WA can contract from iPrint
     on a month-to-month basis for $ [*] (US) per month paid at the beginning
     of each month the following IT services:

     .    EC3 Helpdesk -- iPrint's EC3 system provides web-based helpdesk
          functionality, including the tracking and reporting of help requests.
     .    EC3 Document Repository -- iPrint's EC3 also contains a document
          repository, which handles things like user permissions and groups.
     .    Bug Database -- iPrint' s bug database is a web-based bug database
          system that allows Wood to better track/maintain bugs and feature
          requests.
     .    Change Management System -- iPrint's Change Management System allows
          Wood's ERP team to track changes as they migrate through QA and allow
          the production team to better manage the deployments.

2.3  Customer Support Services: In addition, as a separate and independent
     service to iPrint, and strictly at the option of both iPrint and WA, iPrint
     can contract from WA on a month-to-month basis for $ [*] (US) per month
     paid at the beginning of each month the following Customer Support
     services:

     .    See Exhibit E (Customer Support Services Agreement).


          IN WITNESS WHEREOF, the Parties have caused this Exhibit "A" to the
Agreement to be executed by their duly authorized representatives, on the date
set forth below (or the later of the dates set forth below, if different).

iPrint Technologies, inc.

By:      /s/  Royal P. Farros
         -----------------------------------

Title:         CEO
         -----------------------------------

Dated:      8/31/01
         -----------------------------------


Wood Alliance, Inc.

By:       /s/ Monte Wood
         -----------------------------------

Title:       CEO
         -----------------------------------

Dated:       8/31/01
         -----------------------------------



 [*] IDENTIFIES REDACTED MATERIAL WHICH HAS BEEN DELETED PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION.

                                       15

<PAGE>

                                   EXHIBIT "B"

                                Initial Entities

This Exhibit "B" to the Strategic Development Agreement dated August 30, 2001
(the "Agreement") is entered into by and between iPrint Technologies, inc. a
Delaware Corporation (hereafter "iPrint") and Wood Alliance, Inc., d/b/a Wood
Associates (hereafter "WA") and is intended to be attached to and made a part of
the Agreement, the terms of which are hereby incorporated by reference.

To be supplied by WA as applicable.

         IN WITNESS WHEREOF, the Parties have caused this Exhibit "B" to the
Agreement to be executed by their duly authorized representatives, on the date
set forth below (or the later of the dates set forth below, if different).

iPrint Technologies, inc.

By:      /s/ Royal P. Farros
         -----------------------------------

Title:      CEO
         -----------------------------------

Dated:      8/31/01
         -----------------------------------


Wood Alliance, Inc.

By:       /s/ Monte Wood
         -----------------------------------

Title:        CEO
         -----------------------------------

Dated:        8/31/01
         -----------------------------------

                                       16

<PAGE>

                                   EXHIBIT "C"

                                  Project Scope

This Exhibit "C" to the Strategic Development Agreement dated August 30, 2001
(the "Agreement") is entered into by and between iPrint Technologies, inc., a
Delaware Corporation (hereafter "iPrint") and Wood Alliance, Inc. d/b/a Wood
Associates (hereafter "WA") and is intended to be attached to and made a part of
the Agreement, the terms of which are hereby incorporated by reference.

Project Scope: An internal Store or eStorefront which will allows Customer's
employees or certain designated persons to purchase Customer-specific Products
and is a simple, static electronic catalog e-commerce website with no more than
100 products with approximately the same functionality as existing WA Company
Stores.

The following also applies:

A.       Application and Network Hosting

Physical Hosting Facility. Maintains a physical server hosting facility in order
-------------------------
to better update the Store with the features, scalability and support needed to
increase competitiveness, productivity and volume. Some benefits offered
through's server hosting includes: ongoing software and feature upgrades;
hardware scalability; network bandwidth; provision of a suitable hosting
facility, with adequate electrical, air conditioning and fire safety utilities
(including back-up resources); installation and configuration of all hardware
and software for the Store, including all support software directly related to
the Web site; monitoring and operational control of the Store; Internet
connectivity through high speed, highly available network access (competitive
with other eCommerce services Web sites); back-up and restoration services;
technical and customer support; Web site uptime availability of 99% (with the
exception of scheduled downtime for maintenance and support, and unforeseen
circumstances beyond direct control).

Network Connectivity. WA's Site shall be provided a shared T-1 access line.
---------------------

         IN WITNESS WHEREOF, the Parties have caused this Exhibit "C" to the
Agreement to be executed by their duly authorized representatives, on the date
set forth below (or the later of the dates set forth below, if different).

iPrint Technologies, inc.

By:      /s/ Royal P. Farros
         -----------------------------------

Title:       CEO
         -----------------------------------

Dated:       8/31/01
         -----------------------------------


Wood Alliance, Inc.

By:       /s/ Monte Wood
         -----------------------------------

Title:        CEO
         -----------------------------------

Dated:        8/31/01
         -----------------------------------

                                       17

<PAGE>

                                   EXHIBIT "D"
                          CORPORATE SERVICES AGREEMENT
                                   Coversheet

This Corporate Services Agreement, including all attachments hereto
("Agreement") is effective [Date] (the "Effective Date") and is between iPrint
Technologies, inc., a Delaware corporation located at 1450 Oddstad Dr., Redwood
City, CA 94063 ("iPrint"), and [Legal Name of Company], a [State of
Incorporation] corporation located at [Address] ("Company"). The parties agree
as follows:


1.   Background. iPrint is an online provider of customized print services and
     ----------
     technology. Company would like to offer to its employees [change as
     necessary] ("Users") certain customized products and services provided by
     iPrint through a website managed, controlled, and supported by iPrint (the
     "Corporate Print Center Site").

2.   Services.   The services covered under this agreement are:
     --------

     _____       Corporate Promotional Products

      XXX        Corporate Paper Products
     -----

     _____       Other Services:  [Specify]

                 ____________________________________________
3.   Pricing.
     -------

     A.  Prices.
         ------

         Set-up Fee:                           $_______________

         Monthly Website Maintenance Fee       $_______________

         Changes to Corporate Print            $_______________
         Center Site (after original set-up)
         Priced per service

         [Additional Fee (Specify)]            $_Not Applicable

         [Additional Fee (Specify)]            $_Not Applicable

         [Additional Fee (Specify)]            $_Not Applicable

         Product Pricing:

         Product Pricing is attached and specified in Exhibit A.

     B.  Minimum Commitment.   Company agrees to purchase the following minimum
         ------------------
         amount of iPrint products under this agreement:

         Minimum Quarterly Commitment:  $__________________

         Should Company fail to achieve its minimum commitment, Company shall
         pay to iPrint at the end of each quarterly period, an amount equal to
         the difference between the total amount of the minimum commitment and
         the amount of product actually purchased during the applicable period.

4.   Products. Company will provide iPrint with Company Marks, logos or content
     --------
     to be printed and designate which iPrint corporate package of products to
     be offered under this Agreement.

     Corporate Paper Products consist of the following:

     Business Cards: .
     Letterheads 8.5"*11
     Envelopes A10:
     [Examples] Ink on Master: Black & 1 PMS ink flat, Stock :Howard Linen
     Bright white 24#, Imprint Ink: Black ink flat

5.   Billing Information:

     Method of Payment: ________________________________

     Billing Address: __________________________________

                      __________________________________

                      __________________________________

     Contact Person:  __________________________________

     Telephone No:    __________________________________

6.   Minimum Inventory:

     As an accommodation to the Company, iPrint will maintain a minimum
     inventory of certain custom preprinted and generic promotional products as
     designated by the Company and set forth in the Minimum Inventory Supplement
     attached hereto as Exhibit B, if applicable. Any products remaining in
     inventory hereunder at the termination or expiration of this Agreement
     shall be charged to the Company in a final billing. Such products will be
     shipped to a location specified by Company, or destroyed after a reasonable
     amount of time, if no disposition instruction is forthcoming from the
     Company. Any changes to the Minimum Inventory Supplement must be in writing
     and signed by both parties.

7.   Entire Agreement. This Agreement incorporates the attached Terms and
     ----------------
     Conditions and all other attachments hereto, and represents the entire
     agreement, supersedes all prior agreements and understandings between the
     parties relating to the subject matter, and may be changed only in a
     writing signed by both parties.

Each party acknowledges that it understands this Agreement and agrees to be
bound by its terms. Each party represents and warrants that it has full power
and authority to execute and deliver this Agreement and to perform its
obligations hereunder. The parties agree that facsimile signatures and initials
on this Agreement shall bind the parties to the same degree as an original
signature.

IPRINT TECHNOLOGIES, INC.                       [Legal Name of Company]


By: ____________________________________        By: ____________________________

Name: __________________________________        Name: __________________________

Title: _________________________________        Title: _________________________

                                       18

<PAGE>

                          CORPORATE SERVICES AGREEMENT
                              Terms and Conditions

1.    Definitions.
      -----------
      a. The Corporate Print Center Site, will be linked from one or more pages
      on the Company's website ("Company Link Page(s)").
      b. Those trademarks which are properly owned or licensed by the Company
      that Company designates to be included in the Corporate Print Center Site
      are referred to as the "Company Marks."
      c. The Corporate Print Center Site provided by iPrint, together with the
      environment, page composition, and content of the Corporate Print Center
      Site (excluding the Company Marks), and all technology used by iPrint to
      perform the services available through the Corporate Print Center Site
      (including without limitation all patents, copyrights, and trade secrets
      of iPrint in the technology), is referred to as the "iPrint Technology."

2.    Services. iPrint will manage, control, and support the Corporate Print
      --------
      Center Site, provide a software and hardware environment for the Corporate
      Print Center Site, and provide links to the Company Link Page(s) via
      graphical hyperlink to a unique URL. Company will pay to iPrint a one-time
      set-up fee, due upon contract signature.

3.    Orders. iPrint will process orders placed by users of the Corporate Print
      ------
      Center and reserves the right to reject orders that do not comply with any
      requirements that iPrint or Company periodically may establish, including
      without limitation, availability of product and sufficiency of lead times.
      Company will control access to the Corporate Print Center Site and shall
      bear responsibility for all orders placed through the Corporate Print
      Center Site.

4.    Pricing. Pricing for products and services will be as specified on the
      -------
      Coversheet, as specified in Exhibit A or as otherwise by the parties.
      iPrint reserves the right to adjust prices upon 30 days prior written
      notice to Company. Any requested changes to the Corporate Print Center
      site beyond initial agreed upon set up will be priced on a per service
      basis.

5.    Payment. Payment shall be made by credit card or Company purchase order,
      -------
      subject to iPrint credit approval. iPrint will bill for each order upon
      shipment. Invoiced amounts will be due within 30 days following the date
      of invoice. All late payments shall be charged interest computed on a
      daily basis from the due date until it is paid in full, at the rate of one
      (1%) per month or the maximum rate permitted by law, whichever is less,
      and Company promises to pay such interest imposed on any late payments.

6.    Company License. During the term of this Agreement Company grants to
      ---------------
      iPrint a limited, nonexclusive, worldwide license to use all content and
      any Company Marks provided to iPrint under this Agreement only on the
      Corporate Print Center Site, approved corporate products and in promotions
      of the Corporate Print Center Site. Except for the limited licenses
      specified, Company is not selling or transferring any aspect of the
      Company Marks.

7.    iPrint License. During the term of this Agreement iPrint grants to Company
      --------------
      a limited, nonexclusive, worldwide license to: (i) use the Corporate Print
      Center Site, (ii) use the iPrint trademark and iPrint logo only on the
      Corporate Print Center Site and only for the purpose of marketing and
      promoting the Corporate Print Center Site and related services and
      products, (iii) establish a link from the Company Link Page(s) to the
      Corporate Print Center Site using a banner, button, or other interface
      (the "Link"), the size and design of which must be approved in advance by
      iPrint, and (iv) associate the Company Link Page(s) with the Corporate
      Print Center Site and iPrint Technology. Except for the limited licenses
      specified, iPrint is not selling or transferring any aspect of its
      trademarks or logos, the Corporate Print Center Site, any related
      services, or the iPrint Technology.

8.    Ownership. iPrint represents that it either owns or licenses all right,
      ---------
      title, and interest in and to the iPrint Technology and the iPrint
      trademark. Company represents that it either owns or licenses all right,
      title, and interest in and to the Company Marks. Except for Company Marks
      and proprietary content, all files created using the Corporate Print
      Center shall be owned by iPrint.

9.    User Data. Company will be entitled to receive from iPrint quarterly
      ---------
      reports setting forth the demographic, shipping, and billing information,
      to the extent this information is available to iPrint, of Users of the
      Corporate Print Center Site. In addition, aggregate information on use
      patterns and volumes may be collected. The information is considered
      confidential as between the parties, and neither will disclose the
      information to any third parties.

10.   Size and Placement of Notice and Mark. Size, content and placement of the
      -------------------------------------
      iPrint logo and iPrint trademark must be approved in advance by iPrint. An
      appropriate copyright notice will appear in the footer of each page where
      the trademark or logo appears.

11.   Term. The term of this Agreement will be one year beginning on the
      ----
      Effective Date. The Agreement maybe renewed for one year periods upon
      written agreement of both parties. Nothing in this Agreement will restrict
      iPrint from entering similar agreements with other parties.

12.   Publicity. Either party may issue a press release announcing the business
      ---------
      relationship. All such press releases will be reviewed and approved in
      advance by both parties. Neither party will unreasonably delay or withhold
      its approval. If either party is subject to disclosure laws related to
      publicly traded securities, and if that party is required by the
      disclosure laws to issue a press release or otherwise disclose publicly
      some aspect of the business relationship, then approval of the release or
      disclosure by the other party must be sufficiently prompt to enable the
      other party to comply easily with the timeliness requirement of the
      applicable disclosure law.

13.   Customer Service & Support. iPrint will provide customer service directly
      --------------------------
      to users of the Corporate Print Center Site. Customer Service hours are
      Monday through Friday - 7am-7pm, and Saturday and Sunday - 8am-5pm Pacific
      time. Hours of operation are subject to change Email inquiries are
      generally answered within 24 hours.

14.   Termination. Should either party be in default of any of its material
      -----------
      obligations under this Agreement, the other party may terminate the
      Agreement by providing to the other a notice of the default and an
      opportunity to cure within 30 days following receipt of the notice. Either
      party may terminate this Agreement upon 10 days advance written notice
      should the other party become insolvent, make an assignment for the
      benefit of creditors, or have a petition in bankruptcy filed by or against
      it in good faith.

15.   Reprints. iPrint will not be liable or responsible for providing reprints
      --------
      of orders processed through the Corporate Print Center Site, except where
      the reprint is required due to the fault or poor quality work of iPrint or
      where such order is not delivered to company.

16.   Confidentiality. As used in this Agreement, "Confidential Information"
      ---------------
      means all pricing information of any kind discussed or agreed upon between
      iPrint and Company, the terms of this Agreement, and all information
      disclosed by either party to the other pursuant to this Agreement which is
      designated as proprietary or confidential. Notwithstanding the foregoing,
      Confidential Information will not include any information that is:

                                       19

<PAGE>

      (i) already publicly known, (ii) discovered or created by the receiving
      party without reference to any Confidential Information, (iii) otherwise
      known to the receiving party through no wrongful conduct of the receiving
      party, (iv) required to be disclosed by law or court order, or (v)
      disclosed generally to third parties by the disclosing party without
      restrictions similar to those referred to above. Except as provided in the
      section entitled "Publicity," each party agrees to use commercially
      reasonable efforts to protect the confidentiality of the other party's
      Confidential Information. The confidentiality provisions of this section
      will survive the termination or expiration of this Agreement for a period
      of three years.

17.   Warranties. Each party represents and warrants that (i) it has the full
      ----------
      corporate right and authority to enter and perform this Agreement, (ii)
      the execution and performance of this Agreement does not knowingly violate
      any other covenant or agreement, (iii) when executed and delivered this
      Agreement will constitute the legal, valid, and binding obligation of the
      party, and (iv) it will obtain and maintain at its own expense any
      licenses, registration, permit, and approval needed for it to perform its
      duties under this Agreement. EXCEPT AS EXPRESSLY SET FORTH IN THIS
      AGREEMENT, NEITHER PARTY MAKES, AND EACH PARTY EXPRESSLY DISCLAIMS, ALL
      WARRANTIES EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED
      WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

18.   Limitation of Liability. In no event will the liability of either party to
      -----------------------
      the other include any incidental, indirect, special, or consequential
      damages (even if the relevant party has previously been advised of the
      possibility of such damages), such as, but not limited to, loss of revenue
      or anticipated profits of lost business, except as provided in the section
      entitled "Indemnity."

19.   Indemnity. Each of iPrint and Company agree to defend, indemnify, and hold
      ---------
      the other free and harmless from and against all claims, liabilities,
      losses, and expenses (including without limitation reasonable attorneys'
      fees and costs), arising from any claim or assertion that any aspect of
      either party's service or any trademarks or other content supplied by
      either party infringes any patents (issued on or before the Effective
      Date) copyrights, trademarks, or trade secrets of third parties arising
      under U.S. law.

20.   Relationship of the Parties. In performing the obligations under this
      ---------------------------
      Agreement, each party is acting independently and not as an agent,
      partner, or joint venturer with the other party for any purpose. Except as
      expressly provided in this Agreement, neither party will have any
      authority to act or to create any obligation, express or implied, on
      behalf of the other.

21.   Causes Beyond Control. Neither party will be liable to the other by reason
      ---------------------
      of any failure in performance of this Agreement if the failure arises out
      of acts of God, acts of any other party, acts of governmental authority,
      fires, strikes, delays in transportation, riots or war, or any cause
      beyond the reasonable control of that party. If any such event delays
      performance, the time allowed for performance will be appropriately
      extended.

22.   Notices. All notices will be in writing and sent to the parties at their
      -------
      addresses set forth in this Agreement or as modified by written notice to
      the other party. Notices to iPrint will be sent to the attention of
      General Counsel. A copy of any notice to iPrint will be sent to Mark
      Radcliffe, Esq., Gray, Cary, Ware & Freidenrich LLP, 400 Hamilton Avenue,
      Palo Alto, CA 94301. Notices will be considered to have been given when
      received.

23.   Severability. If a court determines that any aspect of any provision of
      ------------
      this Agreement is invalid or unenforceable, this Agreement will be
      considered to have been modified to the minimum extent required by the
      court, and the remainder of this Agreement, including any modified
      provision, will continue in full force.

24.   Waiver. No delay or failure of any party to enforce any right under this
      ------
      Agreement will be considered a waiver of that or any other right under
      this Agreement, and no waiver will constitute a continuing waiver of such
      right.

25.   Assignment. Neither party may assign or transfer this Agreement to any
      ----------
      other person or entity and any such attempted assignment or transfer,
      without the written approval of the other party, will be void and of no
      effect. Notwithstanding the foregoing, each party may assign this
      Agreement to a majority owned subsidiary or in connection with the sale,
      merger, or other transfer of substantially all of its business or assets.
      This Agreement will inure to the benefit of and will be binding upon the
      parties' permitted successors and assigns.

26.   Survival of Provisions. The provisions of Sections 8, 9, 14 and 16 through
      ----------------------
      27 inclusive herein and Section 7 in the attached Coversheet, will survive
      termination or expiration of this Agreement.

27.   Governing Law. This Agreement will be governed by the laws of the State of
      -------------
      California, excluding its conflicts of law principles.

28.   Arbitration. Any claim, dispute, or controversy arising out of or in
      -----------
      connection with this Agreement or its alleged breach will be submitted by
      the parties to arbitration by the American Arbitration Association in San
      Francisco, California, under the commercial rules then in effect for that
      Association, except as provided herein. The arbitration will be held
      before a single arbitrator. The parties will be entitled to discovery as
      provided in Sections 1283.05 and 1283.1 of the Code of Civil Procedure of
      the State of California, whether or not the California Arbitration Act is
      deemed to apply to the arbitration. The award rendered by the arbitrator
      will include costs of arbitration, reasonable attorneys' fees, and
      reasonable costs for expert and other witnesses, and judgment on the award
      may be entered in any court having jurisdiction. Nothing in this Agreement
      will be considered to prevent either party from seeking injunctive relief
      (or any other provisional remedy) from any court having jurisdiction over
      the parties and the subject matter of the dispute as necessary to protect
      either party's name, proprietary information, trade secrets, know-how, or
      any other proprietary rights. All proceedings and all documents prepared
      in connection with any arbitration will be confidential and, unless
      otherwise required by law, the subject matter of the documents will not be
      disclosed to any person other than the parties to the proceedings, their
      counsel, witnesses and experts, the arbitrator, and, if involved, the
      court and its staff.

                                       20

<PAGE>


                                   EXHIBIT "E"

                       Customer Support Services Agreement

iPrint Customer Support Service Requirements for Wood Houston CS.

The attached Exhibit E-1 is incorporated herein by reference for all purposes.

iPrint Technologies, inc.

By:      /s/ Royal P. Farros
         -----------------------------------

Title:       CEO
         -----------------------------------

Dated:       8/31/01
         -----------------------------------


Wood Alliance, Inc.

By:       /s/ Monte Wood
         -----------------------------------

Title:        CEO
         -----------------------------------

Dated:        8/31/01
         -----------------------------------

                                       21

<PAGE>

iPrint CS Requirements


                        STRATEGIC DEVELOPMENT AGREEMENT:

                                   EXHIBIT E-1

iPrint Customer Support Service Requirements for Wood Houston CS
Ver. 4

Author:  Benjie Go
Revised: 8/29/01

HOURS OF OPERATION
------------------

Business hours of operation used as basis for email and voice response times
that are published on the website and/or partner agreement contracts.

     .  Mon thru Fri / 7am - 6pm CST
     .  Excluding Weekends and Holidays*

*Option to offer limited support hours during Thanksgiving and Christmas
Holidays

GCC HOURS OF OPERATION
----------------------

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------
     India Standard Time (IST)    Pacific Standard Time (PST)      Central Standard Time (CST)
--------------------------------------------------------------------------------------------------
     <S>                          <C>                              <C>
                                      IST less 12.5 hours              IST less 10.5 hours
--------------------------------------------------------------------------------------------------
     Mon thru Sat / 9am - 5pm        Daily 8:30pm - 4:30am            Daily 10:30pm - 6:30am
--------------------------------------------------------------------------------------------------
</TABLE>

RESPONSIBILITIES
----------------

Primary Responsibilities

     1. Provide Phone Support to all customers

     2. Provide Email Support to:
        .   All 2/nd/ Level Support customers
        .   Select Corp Shop customers; i.e. Oracle, PeopleSoft
        .   New Corp Shops / Private Label stores during the first 90 days from
            launch

     3. Provide case management, escalation and training support to GCC

     4. Respond to 3/rd/ party customer escalations from:
        .   Better Business Bureau
        .   BizRate
        .   Farros@iprint.com
            -----------------
        .   Online and Print Customer Feedback Postings
        .   Internal - iPrint or Wood employee

     5. Maintain communication channels with:
        .   Marketing
        .   Sales
        .   Product Development
        .   QA
        .   Plant Management
        .   Finance

                                       22

<PAGE>

iPrint CS Requirements

     6. Process Product Returns

     7. Generate and manage Coupon Codes

     8. Submit Bugs and Feature Requests

                                       23

<PAGE>

iPrint CS Requirements


Secondary Responsibilities

     1. Provide email support to all customers

     2. Reports

EMAIL SERVICE LEVELS
--------------------

     . Provide email support during business hours to Primary customers (shown
                                                      -------
       in Blue or designated with *)

     . Service Levels are calculated on a weekly average

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------
       Support Level              Customer Type         Response Time            Customers
----------------------------------------------------------------------------------------------------
<S>                               <C>                  <C>                     <C>
                                                                               iPrint
                                                                               ---------------------
                                                                               Yahoo
                                                                               ---------------------
                                  iPrint Website       1 business day          Excite
                                                                               ---------------------
                                                                               IRS
                                                                               ---------------------
                                                                               NASA
                                  ------------------------------------------------------------------
          1/st/ Level                                                          Oracle*
          -----------                                                          ---------------------
     Response to direct                                                        PeopleSoft*
     customer (end user)                                                       ---------------------
         inquiries                Corp Shops           8 business hours        Softbank
                                                                               ---------------------
                                                                               Harmonic* (TBD)
                                                                               ---------------------
                                                                               Detroit Lions
                                  ------------------------------------------------------------------
                                  Private Label                                MSN
                                  (iKiosk)                                     ---------------------
                                                       1 business day          GatherRound
                                                                               ---------------------
                                                                               Polaroid-izone
                                  ------------------------------------------------------------------
                                  GCC*                 1 business day
----------------------------------------------------------------------------------------------------
         2/nd/ Level*                                                          CopyMax (OfficeMax)
         -----------                                                           ---------------------
         Response to                                                           3M
     partner/distributor                                                       ---------------------
      who handles their           Private Label        4 business hours        Matchbooks
     own customer (1/st/          (iKiosk)                                     ---------------------
      level) inquiries                                                         vJungle
----------------------------------------------------------------------------------------------------
</TABLE>

                                       24

<PAGE>

iPrint CS Requirements


PHONE SERVICE LEVELS
--------------------

     . Provide Phone Support during published Hours of Operation

     . Because the customer pays for the call, hold and queue time service
       levels need to be maintained

     . Greeting: Customer Support, this is "your name", how may I help you?

     . Closing: Is there anything more I can help you with today? Thank you for
       calling.

     . Record Personal Greeting in personal mailboxes, updated daily with date
       stamp and work hours

     . Provide ACD reports for call volume and metrics

     . Call Routing, Phone Numbers, ACD information - TBD.

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------
                        Metric                                               Service Level
---------------------------------------------------------------------------------------------------------------
<S>                                                                     <C>
Avg Queue Time - waiting for available agent                            20 seconds
---------------------------------------------------------------------------------------------------------------
Avg Hold Time - placing customer on hold                                30 seconds
---------------------------------------------------------------------------------------------------------------
Avg Time Aux In                                                         TBD
---------------------------------------------------------------------------------------------------------------
Avg Time Aux Out                                                        TBD
---------------------------------------------------------------------------------------------------------------
Call Completion Rate                                                    TBD
---------------------------------------------------------------------------------------------------------------
Abandoned Call Rate                                                     5%
---------------------------------------------------------------------------------------------------------------
Call Bounce Rate                                                        TBD
---------------------------------------------------------------------------------------------------------------
Response time to voice messages during business hours                   1 hour
---------------------------------------------------------------------------------------------------------------
Response time to voice messages after hours                             8am the next business day
---------------------------------------------------------------------------------------------------------------
</TABLE>

COST PER CONTACT
----------------

Email:
Simple                 $1.60
Case Management        $3.20

Phone                  $4.00

     . Email interactions that are designated, as a "Case Management" case in
       iPrint's Vantive system, which require additional auto-task assignments
       in Vantive.

     . Email interactions that are designated as a "Simple" case in iPrint's
       Vantive system, which require no additional auto-task assignments in
       Vantive.

     . Costs are per email and phone contact handling only, does not reflect
       support task cost.

Estimated Cost for Email/Phone Contacts Sept - Dec 2001

Sep-01   Oct-01    Nov-01    Dec-01
$6,965   $7,101    $6,522    $6,726

                                       25

<PAGE>

iPrint CS Requirements


HEADCOUNT
---------

     . Wood CS workload projections are contingent on GCC meeting or exceeding
       forecasted volumes.

---------------------------------------------
     Task                    Hours per Day
---------------------------------------------
Email                              3
---------------------------------------------
Phone                              7
---------------------------------------------
Support Tasks                     27
---------------------------------------------
Total Hours                       37
---------------------------------------------

     . Headcount are Full Time Equivalents.

---------------------------------------------
FTE HC / 8hrs                    4.6
---------------------------------------------



CONDITIONS OF AGREEMENT
-----------------------

     . Wood agrees to maintain email and phone service levels listed in this
       agreement, provided that the actual monthly volumes do not exceed
       forecasted volumes by more than 25%.

     . If a service level is not met for more than five consecutive business
       days, Wood, with the support of iPrint, will implement a corrective
       action plan to address the backlog within five business days.

     . Wood will be responsible for responding to all contacts not handled by
       GCC.

REPORTS
-------

TBD

                                       26