<PAGE>   1

                                                                   EXHIBIT 10.17

                       FORM OF STANDBY PURCHASE AGREEMENT


            THIS STANDBY PURCHASE AGREEMENT (the "Agreement"), made and entered
into as of ____________, 2001 by and between Gunther International, Ltd., a
Delaware corporation with its principal place of business located in Norwich,
Connecticut (the "Company") and Gunther Partners, LLC, a Delaware limited
liability company (the "Purchaser").

                              W I T N E S S E T H:

            WHEREAS, the Company anticipates issuing to the holders (the
"Stockholders") of its issued and outstanding shares of common stock, $.001 par
value per share ( the "Common Stock"), of record at the close of business on
September 4, 2001 (the "Record Date") certain subscription rights (the "Basic
Subscription Rights"), with oversubscription privileges ("Oversubscription
Rights", together with the Basic Subscription Rights, the "Rights"), to
subscribe for and purchase additional shares of Common Stock at a per share
price of $.50 (the "Subscription Price"), on the basis of 3.728 Rights for each
share of Common Stock held of record on such date (such transaction generally
being herein referred to as the "Rights Offering");

            WHEREAS, the Purchaser is the holder of shares of Common Stock as of
the Record Date; and, as such, will receive Rights in the Rights Offering; and

            WHEREAS, the Purchaser desires to serve as a Standby Purchaser for a
specified amount of shares of Common Stock at the Subscription Price (the
"Standby Shares") that have not been subscribed for by holders of Rights prior
to the expiration of the Rights Offering at 5:00 p.m., New York city time, on
____________, 2001 (the "Expiration Time");

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

      1.    Purchase and Delivery of Standby Shares.

      (a) Concurrently with the execution of this Agreement, the Company is
commencing the Rights Offering in which the Company is offering 16,000,000
shares of Common Stock to its Stockholders for purchase on or before the
Expiration Time. In the event that the Stockholders other than the Purchaser do
not subscribe for and purchase all 16,000,000 shares of Common Stock offered in
the Rights Offering through the exercise of their Basic Subscription Rights and
Oversubscription Rights (the "Unsubscribed Shares") on or before the Expiration
Time, subject to the terms and conditions herein set forth, the Company agrees
to issue and sell to the Purchaser and the Purchaser hereby agrees to subscribe
for and purchase from the Company, pursuant to its exercise of its
Oversubscription Rights, a number of shares equal to 16,000,000 less the number
of shares subscribed for and purchased by Stockholders other than the Purchaser
in the Rights Offering, up to a maximum of 14,000,000 shares. Priorities for the
purchase of
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additional shares by Stockholders (including the Purchaser) electing to exercise
Oversubscription Rights shall be made on the basis specified in the Registration
Statement and the Prospectus.

      (b) The Purchaser shall fulfill its standby purchase commitment under this
Section by executing and delivering to the Company prior to the Expiration Time
an executed subscription certificate in the form attached to the Registration
Statement as Exhibit 4.1 thereto, a copy of which is attached to this Agreement
as Exhibit A (the "Purchaser Subscription Certificate"). The Company
acknowledges and agrees that the Purchaser shall not be required to tender
payment for the Standby Shares at the time of its delivery of the Purchaser
Subscription Certificate to the Company, in accordance with the provisions of
Section 1 of the "Instructions for Use of Subscription Certificates" adopted by
the Company for the Rights Offering (the "Subscription Instructions"). In the
event of any inconsistency between the terms of (i) the Purchaser Subscription
Certificate and the Subscription Instructions and (ii) the terms of this
Agreement, the terms of this Agreement shall govern.

      (c) The Company will not extend the closing date of the Rights Offering
beyond December 31, 2001 without the prior written consent of the Purchaser.

      2.    The Closing.

            As soon as practicable following its determination of the number of
Unsubscribed Shares, the Company shall notify the Purchaser of the number of
Standby Shares, if any, to be purchased by the Purchaser pursuant to Section 1
of the Agreement. The delivery of the payment for the Standby Shares shall take
place at the office of Murtha Cullina LLP in connection with the consummation of
the Rights Offering, which shall be designated by the Company by oral
communication or written notice to the Purchaser (such time and date being
referred to as the "Closing Time", the date of the Closing Time being referred
to as the "Closing Date" and the consummation of the transaction being referred
to as the "Closing").

      3.    Representation and Warranties.

      (a)   The Company hereby represents and warrants to the Purchaser as
follows:

            (i) The Company has been duly incorporated and is validly existing
      as a corporation in good standing under the laws of the State of Delaware.

            (ii) The execution, delivery and performance of this Agreement by
      the Company and the consummation by the Company of the transactions
      contemplated hereby have been duly authorized by all necessary corporate
      action of the Company, and this Agreement, when duly executed and
      delivered by the Purchaser, will constitute a valid and legally binding
      instrument of the Company enforceable in accordance with its terms,
      subject to bankruptcy, insolvency, fraudulent transfer, reorganization,
      moratorium and similar laws of general applicability relating to or
      affecting creditors' rights and to general equity principles.


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            (iii) The Standby Shares have been duly authorized by all necessary
      corporate action of the Company, and when issued in accordance with such
      authorization and delivered by the Company against payment therefor will
      be validly issued, fully paid and nonassessable; and the Stockholders have
      no preemptive rights with respect to the Standby Shares. The Rights have
      been duly authorized by all necessary corporate action of the Company, and
      when issued in accordance with such authorization and delivered by the
      Company, will constitute legal, valid, binding and enforceable obligations
      of the Company, subject to bankruptcy, insolvency, fraudulent transfer,
      reorganization, moratorium and similar laws of general applicability
      relating to or affecting creditors' rights and to general equity
      principles.

            (iv) The execution and delivery of this Agreement, the consummation
      by the Company of the transactions herein contemplated and the compliance
      by the Company with the terms hereof do not and will not conflict with, or
      result in a breach or violation of any of the terms or provisions of, or
      constitute a default under, the certificate of incorporation or bylaws of
      the Company, or any indenture, mortgage, deed or trust, loan agreement or
      other agreement or instrument to which the Company is a party or by which
      any of its properties or assets are bound, with such exceptions as would
      not have a material adverse effect on the financial condition of the
      Company, or any applicable law, rule, regulation, judgment, order or
      decree of any government, governmental instrumentality or court having
      jurisdiction over the Company or any of its properties or assets; and no
      consent, approval, authorization, order, registration or qualification of
      or with any such governmental instrumentality or court is required for the
      valid authorization, execution, delivery and performance by the Company of
      this Agreement, the issuance of the Rights, the issuance of the shares of
      Common Stock upon the exercise of the Rights, except such as have been
      obtained under the rules and regulations of the Securities and Exchange
      Commission (the "Commission") and such consents, approvals,
      authorizations, registrations or qualifications as may be required under
      state securities or "blue sky" laws.

            (v) A registration statement, including a prospectus, relating to
      the Common Stock of the Company has been filed with the Commission and may
      be amended. Such registration statement, as it may be amended at the time
      when it becomes effective is hereinafter referred to as the "Registration
      Statement", and such prospectus, as then amended, including all material
      incorporated by reference therein, as the "Prospectus". When the
      Registration Statement becomes effective (the "Effective Time"), the
      Registration Statement and Prospectus will conform in all respects to the
      requirements of the Securities Act of 1933 (the "Act") and the rules and
      regulations of the Commission, and neither of such documents will include
      any untrue statement of a material fact or omit to state any material fact
      required to be stated therein or necessary to make the statements therein
      not misleading, except that the foregoing does not apply to statements or
      omissions in either of such documents based upon written information
      furnished to the Company by the Purchaser specifically for use therein.

      (b)   The Purchaser hereby represents and warrants to the Company as
follows:


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            (i) The Purchaser has been duly organized and exists in good
      standing as a limited liability company under the laws of the State of
      Delaware.

            (ii) The execution, delivery and performance of this Agreement by
      the Purchaser and the consummation by the Purchaser of the transactions
      contemplated hereby have been duly authorized by all necessary action of
      the Purchaser, and this Agreement, when duly executed and delivered by the
      Purchaser, will constitute a valid and legally binding instrument,
      enforceable in accordance with its terms, subject to bankruptcy,
      insolvency, fraudulent transfer, reorganization, moratorium and similar
      laws of general applicability relating to or affecting creditors' rights
      and to general equity principles.

            (iii) The Purchaser has sufficient cash resources on hand to
      purchase the Standby Shares on the terms and conditions contained in this
      Agreement.

            (iv) No state, federal or foreign regulatory approvals, permits,
      licenses, or consents or other contractual or legal obligations are
      required in order for the Purchaser to enter into this Agreement or
      purchase the Standby Shares.

            (v) The execution and delivery of this Agreement, the consummation
      by the Purchaser of the transactions herein contemplated and the
      compliance by the Purchaser with the terms hereof do not and will not
      conflict with, or result in a breach or violation of any of the terms or
      provisions of, or constitute a default under, the constituent documents of
      the Purchaser or any indenture, mortgage, deed of trust, loan agreement or
      other agreement or instrument to which the Purchaser is a party or by
      which any of the Purchaser's properties or assets are bound, or any
      applicable law, rule, regulation, judgment, order or decree of any
      government, governmental jurisdiction over the Purchaser or any of
      Purchaser's properties or assets; and no consent, approval, authorization,
      government, governmental instrumentality or court, domestic or foreign, is
      required for the valid authorization, execution, delivery and performance
      by the Purchaser of this Agreement or the consummation by the Purchaser of
      the transactions contemplated by this Agreement.

            (vi) The Purchaser's commitment under this Agreement is not
      contingent on the commitment of any other Stockholder or on any minimum
      number of shares being issued in the Rights Offering.

            (vii) At the Effective Time, the information furnished to the
      Company by the Purchaser specifically for use in the Registration
      Statement and Prospectus will not include any untrue statement of a
      material fact or omit to state any material fact required to be stated
      therein or necessary to make the statements therein not misleading.

            (viii) The Purchaser will be purchasing any shares of Common Stock
      purchased pursuant to the terms hereof as a passive investment in the
      ordinary course of the Purchaser's business.


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            (ix)  The Purchaser has reviewed a copy of the Registration
      Statement and Prospectus.

      4. Closing Conditions. The respective obligations of the Purchaser and the
Company to consummate the purchase and sale of the Standby Shares shall be
subject in the discretion of the Company or the Purchaser, as the case may be,
to the condition that all representations and warranties and other statements of
the other party are, at and as of the Closing Time, true and correct in all
material respects, the condition that the other party shall have performed all
of its obligations hereunder theretofore to be performed in all material
respects, and the following additional conditions precedent:

      (a) The Effective Time of the Registration Statement shall be no later
than 5:30 p.m., New York time, on the date of this Agreement or such later date
as shall have been consented by the Purchaser; and no stop order suspending the
effectiveness of the Registration Statement shall have been issued and no
proceedings for that purpose shall have been instituted or, to the knowledge of
the Company or the Purchaser, shall be contemplated by the Commission.

      (b) The Purchaser shall have received a letter, dated the date of delivery
thereof (which if the Effective Time of the Registration Statement is prior to
the execution and delivery of this Agreement, shall be on or prior to the date
of this Agreement or, if the Effective Time of the Registration Statement is
subsequent to the execution and delivery of this Agreement, shall be prior to
the filing of the amendment or post-effective amendment to the Registration
Statement to be filed shortly prior to such Effective Time), of Ernst & Young
LLP confirming that they are independent public accountants within the meaning
of the Act and the applicable published rules and regulations thereunder and
stating to the effect that:

            (i) In their opinion the financial statements examined by them and
      incorporated by reference in the Registration Statement comply as to form
      in all material respects with the applicable accounting requirements of
      the Act and the related published rules and regulations;

            (ii) They have performed the procedures specified by the American
      Institute of Certified Public Accountants for a review of interim
      financial information as described in Statement of Auditing Standards No.
      71, Interim Financial Information, on the unaudited financial statements
      incorporated by reference in the Registration Statement; and

            (iii) On the basis of the review referred to in clause (ii) above, a
      reading of the latest available interim financial statements of the
      Company, inquiries of officials of the Company who have responsibility for
      financial and accounting matters and other specified procedures, nothing
      came to their attention that caused them to believe that:


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            (A) The unaudited financial statements incorporated by reference in
            the Registration Statement do not comply as to form in all material
            respects with the applicable accounting requirements of the Act and
            the related published rules and regulations or any material
            modifications should be made to such unaudited financial statements
            for them to be in conformity with accounting principles generally
            accepted in the United States;

            (B) At the date of the latest available balance sheet read by such
            accountants, or at a subsequent specified date not more than three
            business days prior to the date of this Agreement, there was any
            change in the capital stock or any increase in short-term
            indebtedness or long-term debt of the Company and its consolidated
            subsidiaries or, at the date of the latest available balance sheet
            read by such accountants, there was any decrease in consolidated net
            current assets, as compared with amounts shown on the latest balance
            sheet incorporated by reference in the Registration Statement; or

            (C) For the period from the closing date of the latest statement of
            operations incorporated by reference in the Registration Statement
            to the closing date of the latest available statement of operations
            read by such accountants there were any decreases, as compared with
            the corresponding period of the previous year and with the period of
            corresponding length ended the date of the latest statement of
            operations incorporated by reference in the Registration Statement,
            in consolidated net sales, net operating income or in the total or
            per share amounts of income before extraordinary items or net
            income;

      except in all cases set forth in clauses (A) , (B) and (C) above for
      changes, increases or decreases which the Prospectus discloses have
      occurred or may occur or which are described in such letter.

      (c) The Purchaser shall have received an opinion, dated such Closing Date,
of Murtha Cullina LLP, counsel for the Company, to the effect that:

            (i) The Company is an existing corporation in good standing under
      the laws of the State of Delaware, with corporate power and authority to
      own its properties and conduct its business as described in the
      Prospectus;

            (ii) The Standby Shares delivered on such Closing Date have been
      duly authorized and validly issued and are fully paid and nonassessable;
      and the Stockholders have no preemptive rights with respect to the Standby
      Shares;

            (iii) No consent, approval, authorization or order of, or filing
      with, any governmental agency or body or any court is required for the
      consummation of the transactions contemplated by this Agreement in
      connection with the issuance or sale of the Standby Shares by the Company,
      except such as have been obtained and made under the Act and such as may
      be required under state securities laws;


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            (iv) The execution, delivery and performance of this Agreement and
      the issuance and sale of the Standby Shares will not result in a breach or
      violation of any of the terms and provisions of, or constitute a default
      under: (A) any statute, any rule, regulation or order of any governmental
      agency or body or any court having jurisdiction over the Company or any
      subsidiary of the Company or any of their properties; (B) any material
      agreement or instrument filed by the Company with the Commission as an
      exhibit to the Company's Annual Report on Form 10-KSB for the fiscal year
      ended March 31, 2001 (as amended) and any subsequent periodic reports of
      the Company filed under the Securities Exchange Act of 1934, to which the
      Company or any such subsidiary is a party or by which the Company or any
      such subsidiary is bound or to which any of the properties of the Company
      or any such subsidiary is subject; or (C) the charter or by-laws of the
      Company or any such subsidiary. The Company has full corporate power and
      authority to authorize, issue and sell the Standby Shares as contemplated
      by this Agreement;

            (v) The Registration Statement was declared effective under the Act
      as of the date and time specified in such opinion, the Prospectus either
      was filed with the Commission pursuant to the subparagraph of Rule 424(b)
      specified in such opinion on the date specified therein or was included in
      the Registration Statement, and, to the best of the knowledge of such
      counsel, no stop order suspending the effectiveness of a Registration
      Statement or any part thereof has been issued and no proceedings for that
      purpose have been instituted or are pending or contemplated under the Act,
      and each of the Registration Statement and the Prospectus, and each
      amendment or supplement thereto, as of their respective effective or issue
      dates, complied as to form in all material respects with the requirements
      of the Act and the rules and regulations; such counsel have no reason to
      believe that any part of the Registration Statement or any amendment
      thereto, as of its effective date or as of such Closing Date, contained
      any untrue statement of a material fact or omitted to state any material
      fact required to be stated therein or necessary to make the statements
      therein not misleading or that the Prospectus or any amendment or
      supplement thereto, as of its issue date or as of such Closing Date,
      contained any untrue statement of a material fact or omitted to state any
      material fact necessary in order to make the statements therein, in the
      light of the circumstances under which they were made, not misleading; the
      descriptions in the Registration Statement and Prospectus of statutes,
      legal and governmental proceedings and contracts and other documents are
      accurate and fairly present the information required to be shown; and such
      counsel do not know of any legal or governmental proceedings required to
      be described in the Registration Statement or the Prospectus which are not
      described as required or of any contracts or documents of a character
      required to be described in the Registration Statement or the Prospectus
      or to be filed as exhibits to the Registration Statement which are not
      described and filed as required; it being understood that such counsel
      need express no opinion as to the financial statements or other financial
      data contained in the Registration Statement or the Prospectus; and


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            (vi)  This Agreement has been duly authorized, executed and
      delivered by the Company.

      (d) The Purchaser shall have received a certificate, dated such Closing
Date, of the President or any Vice President and a principal financial or
accounting officer of the Company in which such officers, to the best of their
knowledge after reasonable investigation, shall state that: the representations
and warranties of the Company in this Agreement are true and correct; the
Company has complied with all agreements and satisfied all conditions on its
part to be performed or satisfied hereunder at or prior to such Closing Date; no
stop order suspending the effectiveness of any Registration Statement has been
issued and no proceedings for that purpose have been instituted or are
contemplated by the Commission; and, subsequent to the date of the most recent
financial statements in the Prospectus, there has been no material adverse
change, nor any development or event involving a prospective material adverse
change, in the condition (financial or other), business, properties or results
of operations of the Company and its subsidiaries taken as a whole except as set
forth in or contemplated by the Prospectus or as described in such certificate.

      (e) The Purchaser shall have received a letter, dated such Closing Date,
of Ernst & Young LLP which meets the requirements of subsection (b) of this
Section, except that the specified date referred to in such subsection will be a
date not more than three days prior to such Closing Date for the purposes of
this subsection.

      The Company will furnish the Purchaser with such conformed copies of such
opinions, certificates, letters and documents as the Purchaser reasonably
requests.

      5.    Indemnification.

      (a) The Company will indemnify and hold harmless the Purchaser and each
person, if any, who controls the Purchaser within the meaning of the Act against
any losses, claims, damages or liabilities, joint or several, to which such
Purchaser or such controlling person may become subject, under the Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or based upon any untrue statement or alleged
untrue statement of any material fact contained in the Registration Statement,
the Prospectus, any amendment or supplement thereto, any related preliminary
prospectus or any document incorporated by reference in any of the foregoing, or
arise out of or are based upon the omission or alleged omission to state therein
a material fact required to be stated therein or necessary to make the
statements therein not misleading; and will reimburse the Purchaser and each
such controlling person for any legal or other expenses reasonably incurred by
the Purchaser or such controlling person in connection with investigating or
defending any such loss, claim, damage, liability or action; provided, however,
that the Company will not be liable in any such case to the extent that any such
loss, claim, damage or liability arises out of or is based upon an untrue
statement or alleged untrue statement or omission or alleged omission made in
any of such documents in reliance upon and in conformity with information
furnished to the Company by the Purchaser specifically for use therein. This
indemnity agreement will be in addition to any liability which the Company may
otherwise have.


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            Insofar as the foregoing indemnity agreement, or the representations
and warranties contained in this Agreement, may permit indemnification for
liabilities under the Act of the Purchaser or a member or controlling person of
the Purchaser within the meaning of Section 15 of the Act and who, at the date
of this Agreement, is a director, officer or controlling person of the Company,
the Company has been advised that in the opinion of the Commission such
provisions may be broad enough to contravene Federal public policy as expressed
in the Act and may therefore be unenforceable. In the event that a claim for
indemnification under such agreement or such representations and warranties for
any such liabilities (except insofar as such agreement provides for the payment
by the Company of expenses incurred or paid by a director, officer or
controlling person in the successful defense of any action, suit or proceeding)
is asserted by such a person, the Company will submit to a court of appropriate
jurisdiction (unless in the opinion of counsel for the Company the matter has
already been settled by controlling precedent) the question of whether or not
indemnification by it for such liabilities is against public policy as expressed
in the Act and therefore unenforceable, and the Company will be governed by the
final adjudication of such issue.

      (b) The Purchaser will indemnify and hold harmless the Company, each of
its directors, each of its officers who have signed the Registration Statement
and each person, if any, who controls the Company within the meaning of the Act,
against any losses, claims, damages or liabilities to which the Company or any
such director, officer or controlling person may become subject, under the Act
or otherwise, insofar as such losses, claims, damages or liabilities (or actions
in respect thereof) arise out of or are based upon any untrue statement or
alleged untrue statement of any material fact contained in the Registration
Statement, the Prospectus, or any amendment or supplement thereto, or any
related preliminary prospectus, or arise out of or are based upon the omission
or the alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, in each case
to the extent, but only to the extent, that such untrue statement or alleged
untrue statement or omission or alleged omission was made in reliance upon and
in conformity with information furnished to the Company by the Purchaser
specifically for use therein; and will reimburse any legal or other expenses
reasonably incurred by the Company or any such director, officer or controlling
person in connection with investigating or defending any such loss, claim,
damage, liability or action. This indemnity agreement will be in addition to any
liability which the Purchaser may otherwise have.

      (c) Promptly after receipt by an indemnified party under this Section of
notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against the indemnifying party under this
Section, notify the indemnifying party of the commencement thereof; but the
omission so to notify the indemnifying party will not relieve it from any
liability which it may have to any indemnified party otherwise than under this
Section. In case any such action is brought against any indemnified party, and
it notifies the indemnifying party of the commencement thereof, the indemnifying
party will be entitled to participate therein and, to the extent that it may
wish, jointly with any other indemnifying party similarly notified, to assume
the defense thereof, with counsel satisfactory to such


                                      -12-
<PAGE>   10
indemnified party (who shall not, except with the consent of the indemnified
party be counsel to the indemnifying party), and after notice from the
indemnifying party to such indemnified party of its election so to assume the
defense thereof, the indemnifying party will not be liable to such indemnified
party under this Section for any legal or other expenses subsequently incurred
by such indemnified party in connection with the defense thereof other than
reasonable costs of investigation.

      (d) If recovery is not available under the foregoing indemnification
provisions of this Section, for any reason other than as specified therein, the
parties entitled to indemnification by the terms thereof shall be entitled to
contribution to liabilities and expenses, except to the extent that contribution
is not permitted under Section 11(f) of the Act. In determining the amount of
contribution to which the respective parties are entitled, there shall be
considered the relative benefits received by each party from the transactions
contemplated by this Agreement, the parties' relative knowledge and access to
information concerning the matter with respect to which the claim was asserted,
the opportunity to correct and prevent any statement or omission, and any other
equitable considerations appropriate under the circumstances. The Company and
the Purchaser agree that it would not be equitable if the amount of such
contribution were determined by pro rata or per capita allocation. Neither the
Purchaser or nor any person controlling the Purchaser shall be obligated to make
contribution hereunder which in the aggregate exceeds the total Subscription
Price of the Common Stock purchased by the Purchaser pursuant to this Agreement,
less the aggregate amount of any damages which the Purchaser and its controlling
persons have otherwise been required to pay in respect of the same claim or any
substantially similar claim.

      6.    Termination.

      (a) Either of the parties hereto may terminate this Agreement (i) if the
transactions contemplated hereby are not consummated by December 31, 2001
through no fault of the Purchaser or (ii) in the event that the Company is
unable to obtain any required approvals for the transactions contemplated hereby
to be undertaken by it on conditions reasonably satisfactory to it despite its
reasonable efforts to obtain such approvals. In addition, this Agreement shall
terminate upon mutual consent of the parties hereto.

      (b) The Company and the Purchaser hereby agree that any termination of
this Agreement pursuant to Section 6(a), or the termination of the Rights
Offering for any reason whatsoever by the Company (other than termination in the
event of a breach of this Agreement by the Purchaser or misrepresentation of any
of the statements made herein by the Purchaser) shall be without liability of
the Company or the Purchaser.

      7.    Notices.

      All communications hereunder shall be in writing and, if to the Company,
shall be mailed, delivered or telecopied and confirmed to it at:

            Gunther International, Ltd.


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<PAGE>   11
            One Winnenden Road
            Norwich, Connecticut  06360
            Attention:  Michael M. Vehlies, Chief Financial Officer
            Facsimile No.:  (860) 886-8889

            with a copy to:

            Murtha Cullina LLP
            Cityplace I, 185 Asylum Street
            Hartford, Connecticut  06103
            Attention:  Richard S. Smith, Jr.
            Facsimile No.:  (860) 240-6150

            And if to the Purchaser, shall be mailed, delivered or telecopied
and confirm to it at:

            Gunther Partners, LLC
            667 Madison Avenue
            New York, New York  10021
            Attention:  Thomas J. Tisch
            Facsimile No.:  (212) 521-2540

            with a copy to:

            Sullivan & Cromwell
            125 Broad Street
            New York, New York  10004
            Attention:  Richard R. Howe
            Facsimile No.:  (212) 558-3588

      8.    Binding Effects.

            This Agreement shall be binding upon, and shall inure solely to the
benefit of, each of the parties hereto, and each of their respective heirs,
executors, administrators, successors and permitted assigns, and no other Person
shall acquire or have any right under or by virtue of this Agreement. The
Purchaser may not assign its rights and obligations hereunder.

      9.    GOVERNING LAW.


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<PAGE>   12
            THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK IN EFFECT AT THE TIME OF THE EXECUTION
HEREOF.

      10.   Entire Agreement.

            This Agreement represents the entire understanding of the parties
with respect to the matters addressed herein and supersedes all prior written
and oral understandings concerning the subject matter herein.

      11.   Execution in Counterparts.

            This Agreement may be executed in any number of counterparts, each
of which counterparts when so executed and delivered shall be deemed to be an
original, but all such respective counterparts shall together constitute but one
and the same instrument.

                 [Rest of This Page Intentionally Left Blank]


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<PAGE>   13
      IN WITNESS WHEREOF, and intending to be legally bound thereby, each of the
Purchaser and the Company has signed or caused to be signed its name as of the
day and year first above written.

                                    GUNTHER INTERNATIONAL, LTD.



                                    By:
                                       ---------------------------------
                                       Name:
                                       Title:



                                    GUNTHER PARTNERS, LLC



                                    By:
                                       ---------------------------------
                                       Name:
                                       Title:


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