##### 



Exhibit 10.___
  AMENDMENT No. 3
TO
AGFA/PCA 2002 SALES CONTRACT
  R E C I T A L S:
 A.
    
    As of February 4, 2002, Agfa Corporation, a Delaware corporation (Agfa
Corporation ), and PCAI entered into the AGFA/PCA 2002 Sales Contract (the 2002
Sales Contract).B.
    
    As of April 5, 2002, Agfa Corporation and PCAI entered into
Amendment No 1 to the 2002 Sales Contract (the First Amendment)C.
    
    As of June 28, 2002, Agfa Corporation, PCAI and PCA LLC entered into
Amendment No 2 to the 2002 Sales Contract (the Second Amendment)D.
    
    As of June 15,2005, AgfaPhoto USA and Portrait entered into a letter agreement
(the Letter Agreement).E.
    
    As of the date hereof, PCA and AgfaPhoto USA wish to enter into this Amendment
No 3 to the Sales Contract (the Third Amendment and, together with the 2002 Sales
Contract, the First Amendment , the Second Amendment and the Letter Agreement, the Sales
Contract), pursuant to which (1) PCA is placing an order for certain Agfa Products with
AgfaPhoto USA for a total purchase price of Four Million Nine Hundred and
Fifty-Six Thousand and One Hundred U.S Dollars ($4,956,100.00) (the Purchase Price) on the
terms and conditions of the Sales Contract, including the amendments thereto hereby provided
(the Order), (2) PCA is agreeing that AgfaPhoto USA may delegate its obligations to ship
said Agfa Products pursuant to the Order to AgfaPhoto GmbH, a German company (Agfa GmbH),
(3) PCA agrees to make an advance on the Purchase Price of Two Million Six Hundred Fifty
One Thousand and Forty One U.S. Dollars and Four Cents (US$2,651,041.04) (the Advance) in
three installments in the amounts set forth herein (each, an Installment) to and for the
benefit of AgfaPhoto USA with the understanding that AgfaPhoto USA is immediately assigning
the right to receive each installment of the Advance to Agfa GmbH and AgfaPhoto USA hereby
directs that PCA pay the Advance on its behalf to Agfa GmbH and (4) PCA agrees to pay the
Purchase Price according to the terms herein, minus the Installments actually paid,
to AgfaPhoto USA in accordance with the terms of the Sales Contract.




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Definition
 Conflicts
 Representations and Warranties
      . Order Exhibit A
 Advance Installment Payments; Shipments
 - 2 -




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Advance on the Purchase Price
 First Installment
 Second Installment
 Third Installment
 Objection; Cure; Dispute
 - 3 -




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##### 



Section 9.3
 Delivery Dates; Partial Refund Exhibit A
    Modifications
  - 4 -




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Confidentiality
 Confirmation
 Miscellaneous
 No Waiver
 Governing Law
 Dispute Resolution
 Notices
 - 5 -




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##### 



Waivers
 Successors and Assigns
 Counterparts
 Severability
 Entire Agreement
 Specific Performance
 - 6 -




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Headings
 Further Assurances
  - 7 -




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Portrait Corporation of America Inc.By
    
    /s/ [ILLEGIBLE]Name:
    
    [ILLEGIBLE]Title:
    
    Chairman, President & CEOPCA LLCBy
    
    /s/ [ILLEGIBLE]Name:
    
    [ILLEGIBLE]Title:
    
    Chairman, President & CEOAgfaPhoto USA CorporationBy
    
    /s/ [ILLEGIBLE]Name:
    
    [ILLEGIBLE]Title:
    
    President & CEOAgreed and Accepted this 5 day of October, 2005AgfaPhoto GmbHBy
    
    /s/ [ILLEGIBLE]Name:Title:
 - 8 -




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Agfa Products & Delivery Schedule
 Order
    
    Order
    
    Sq. MetersNumber
    
    Quantity
    
    of Paper
    
    
    Delivery Date
    
    Purchase PriceUS-01547
    
    2,000 rolls
    
    
    92,964
    
    
    October 12, 2005
    
    
    *
    **US-01512
    
    3,000 rolls
    
    
    278,892
    
    
    October 12, 2005
    
    
    *
    **US-01550
    
    2,000 rolls
    
    
    92,964
    
    
    October 19, 2005
    
    
    *
    **US-01513
    
    3,000 rolls
    
    
    278,892
    
    
    October 19, 2005
    
    
    *
    **US-01621
    
    3,000 lolls
    
    
    278,892
    
    
    October 19. 2005
    
    
    *
    **US-01630
    
    3,000 rolls
    
    
    278,892
    
    
    November 2, 2005
    
    
    *
    **US-01776
    
    2,000 rolls
    
    
    92,964
    
    
    November 2, 2005
    
    
    *
    **US-01778
    
    3,000 rolls
    
    
    278,892
    
    
    November 2, 2005
    
    
    *
    **US-01779
    
    2,000 rolls
    
    
    92,964
    
    
    November 23, 2005
    
    
    *
    **US-01780
    
    3,000 rolls
    
    
    278,892
    
    
    November 23, 2005
    
    
    *
    **US-01781
    
    2,000 rolls
    
    
    92,964
    
    
    November 30, 2005
    
    
    *
    **US-01782
    
    3,000 rolls
    
    
    278,892
    
    
    November 30, 2005
    
    
    *
    **US-01925
    
    3,000 tolls
    
    
    278,892
    
    
    November 30, 2005
    
    
    *
    **