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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 September 28, 2005, AgfaPhoto USA and PCA entered into Amendment No. 3 to the
2002 Sales Contract (the Third Amendment).
 F
    
    As of the date hereof, PCA and AgfaPhoto USA wish to enter into this Amendment No. 4 to
the Sales Contract (the Fourth 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 Seven Hundred Ninety Seven Thousand Nine Hundred and Thirty Five US Dollars and Sixty
Four US Cents, ($ 797,935,64)(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 Five Hundred and Sixty-Four thousand Four Hundred and Three US Dollars and Fifty-Right
Cents (US $ 564,403,58) (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




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minus
  Definitions
 Conflicts
 Representations and Warranties
      Order Exhibit A Exhibit A
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Advance; Installment Payments; Shipments
 Advance on the Purchase Price
 First Installment
 Second
Installment
 Third Installment
 Objection; Cure; Dispute Section 9.3.
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Delivery Dates; Partial Refund Exhibit A
    Modifications
    Confidentiality
 - 4 -




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




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Waivers
 Successors and Assigns
 Counter parts
 Severability
 Entire Agreement
 Specific Performance
 Headings
 - 6 -




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Further Assurances
  - 7 -




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Portrait Corporation of
America, Inc.By
    
    /s/ James Robert Wren, JrName: James Robert Wren, JrTitle: Exec VP & SecretaryPCA LLCBy
    
    /s/ James Robert Wren, JrName: James Robert Wren, JrTitle: Exec VP & SecretaryAgfaPhoto USA CorporationBy
    
    /s/ Bing LiemName: Bing LiemTitle: President & CEOAgreed and Accepted this 17 day of October, 2005AgfaPhoto GmbHBy
    
    /s/ [ILLEGIBLE]Name: ILLEGIBLETitle: ILLEGIBLE
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