<PAGE>

                                                                EXHIBIT 10.30

                                  $350,000,000

                             MAIL-WELL I CORPORATION

                          9 5/8% SENIOR NOTES DUE 2012


                               PURCHASE AGREEMENT
                               ------------------



                                                                March 8, 2002



CREDIT SUISSE FIRST BOSTON CORPORATION
UBS WARBURG LLC
BANC OF AMERICA SECURITIES LLC
U.S. BANCORP PIPER JAFFRAY INC.
FIRST UNION SECURITIES, INC.
SCOTIA CAPITAL (USA) INC.
         c/o Credit Suisse First Boston Corporation
         Eleven Madison Avenue
         New York, New York 10010-3629


Ladies and Gentleman:

               1. Introductory. Mail-Well I Corporation, a Delaware
corporation (the "COMPANY"), proposes, subject to the terms and conditions
stated herein, to issue and sell to the several initial purchasers named in
Schedule A hereto (the "PURCHASERS") U.S.$350,000,000 principal amount of its
9 5/8% Senior Notes due 2012 (the "Notes") to be issued under an indenture,
dated as of March 13, 2002 (the "INDENTURE"), among the Company, the
guarantors named therein and State Street Bank and Trust Company, as Trustee,
and guaranteed (the "Guarantees") by the Company's parent company, Mail-Well,
Inc. (the "PARENT COMPANY") and the Company's domestic subsidiaries set forth
on the signature pages hereof (the Parent Company and such subsidiaries are
collectively referred to as the "GUARANTORS"). The Notes and the Guarantees
are referred to collectively as the "OFFERED SECURITIES." The Company and the
Guarantors are collectively referred to as the "ISSUERS." The United States
Securities Act of 1933 is herein referred to as the "SECURITIES ACT."

               Holders (including subsequent transferees) of the Offered
Securities will have the registration rights set forth in the registration
rights agreement (the "REGISTRATION RIGHTS AGREEMENT"), to be dated the
Closing Date (as defined below), in substantially the form of Exhibit I
hereto,


<PAGE>
<PAGE>

                                      -2-


for so long as such Offered Securities constitute "TRANSFER RESTRICTED
SECURITIES" (as defined in the Registration Rights Agreement). Pursuant to
the Registration Rights Agreement, the Issuers will agree to file with the
Securities and Exchange Commission (the "COMMISSION") under the circumstances
set forth therein, (i) a registration statement under the Securities Act (the
"EXCHANGE OFFER REGISTRATION STATEMENT") relating to the Offered Securities
in a like aggregate principal amount as the Issuers issued under the
Indenture, identical in all material respects to the Offered Securities and
registered under the Securities Act (the "EXCHANGE SECURITIES"), to be
offered in exchange for the Offered Securities (such offer to exchange being
referred to as the "EXCHANGE OFFER") and (ii) a shelf registration statement
pursuant to Rule 415 under the Securities Act (the "SHELF REGISTRATION
STATEMENT" and, together with the Exchange Offer Registration Statement, the
"REGISTRATION STATEMENTS") relating to the resale by certain holders of the
Offered Securities and to use their reasonable best efforts to cause such
Registration Statements to be declared and remain effective and usable for
the periods specified in the Registration Rights Agreement and to consummate
the Exchange Offer. The Offered Securities and the Exchange Securities are
referred to collectively as the "SECURITIES."

               The Issuers hereby agree with the several Purchasers as
follows:

               2.  Representations and Warranties of the Issuers. Each of the
Issuers, jointly and severally, represents and warrants to, and agrees with,
the several Purchasers that:

                   (a)  A preliminary offering circular and an offering
               circular relating to the Offered Securities to be offered by
               the Purchasers have been prepared by the Issuers. Such
               preliminary offering circular (the "PRELIMINARY OFFERING
               CIRCULAR") and offering circular (the "OFFERING CIRCULAR"), as
               supplemented as of the date of this Agreement, together with
               any other document approved by the Issuers for use in
               connection with the contemplated resale of the Offered
               Securities are hereinafter collectively referred to as the
               "OFFERING DOCUMENT." On the date of this Agreement, the
               Offering Document does not include any untrue statement of a
               material fact or omit to state any material fact required to
               be stated therein or necessary in order to make the statements
               therein, in the light of the circumstances under which they
               were made, not misleading. The preceding sentence does not
               apply to statements in or omissions from the Offering Document
               based upon written information furnished to the Issuers by any
               Purchaser through Credit Suisse First Boston Corporation
               ("CSFBC") specifically for use therein, it being understood
               and agreed that the only such information is that described as
               such in Section 7(b) hereof.

                   (b)  The Company has been duly incorporated and is an
               existing corporation in good standing under the laws of the
               State of Delaware, with power and authority (corporate and
               other) to own its properties and conduct its business as
               described in the Offering Document; and the Company is duly
               qualified to do business as a foreign corporation in good
               standing in all other jurisdictions in which its ownership or
               lease of property or the conduct of its business requires such
               qualification.

                   (c)  Each subsidiary of the Company and the Parent Company
               has been duly formed and is an existing corporation, limited
               partnership or limited liability company, as the case may be,
               in good standing under the laws of the jurisdiction of its
               incorporation, with power


<PAGE>
<PAGE>

                                     -3-

               and authority (corporate and other) to own its properties and
               conduct its business as described in the Offering Document;
               and each subsidiary of the Company and the Parent Company is
               duly qualified to do business as a foreign corporation,
               partnership or limited liability company, as the case may be,
               in good standing in all other jurisdictions in which its
               ownership or lease of property or the conduct of its business
               requires such qualification except where the failure to be so
               qualified does not or would not individually or in the
               aggregate have a material adverse effect on the condition
               (financial or other), business, properties or results of
               operations of the Company and its subsidiaries taken as a
               whole ("MATERIAL ADVERSE EFFECT"); all of the issued and
               outstanding capital stock of each subsidiary of the Company
               has been duly authorized and validly issued and is fully paid
               and nonassessable; and except as described in the Offering
               Document the capital stock of each subsidiary owned by the
               Company, directly or through subsidiaries, is owned free from
               liens, encumbrances and defects.

                   (d)  The Indenture has been duly authorized; the Offered
               Securities have been duly authorized; and when the Offered
               Securities are delivered and paid for pursuant to this
               Agreement on the Closing Date (as defined below), the
               Indenture will have been duly executed and delivered, such
               Offered Securities will have been duly executed,
               authenticated, issued and delivered and will conform to the
               description thereof contained in the Offering Document and the
               Indenture and such Offered Securities will constitute valid
               and legally binding obligations of the Issuers, enforceable in
               accordance with their 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.

                   (e)  Except as disclosed in the Offering Document, there
               are no contracts, agreements or understandings between any of
               the Issuers and any person that would give rise to a valid
               claim against any of the Issuers or any Purchaser for a
               brokerage commission, finder's fee or other like payment in
               connection with the transactions contemplated by this
               Agreement.

                   (f)  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, the Registration Rights Agreement and the
               Offering Document in connection with the issuance and sale of
               the Offered Securities by the Issuers except such as may be
               required under state securities laws, the filing of the
               Exchange Offer Registration Statement or the Shelf
               Registration Statement with the Commission and the order of
               the Commission declaring the Exchange Offer Registration
               Statement or the Shelf Registration Statement (each as defined
               in the Registration Rights Agreement) effective.

                   (g)  The execution, delivery and performance of the
               Indenture, this Agreement and the Registration Rights
               Agreement, and the issuance and sale of the Offered Securities
               and compliance with the terms and provisions thereof will not
               result in a breach or violation of any of the terms and
               provisions of, or constitute a default under, any statute, any
               rule, regulation or order of any governmental agency or body
               or any court, domestic or foreign, having jurisdiction over
               the Parent Company, the Company or any subsidiary of the
               Company or any of their properties, or any agreement or
               instrument to which the Parent Company, the Company or any
               such subsidiary is a party or by which the Parent Company, the
               Company or any such subsidiary is bound or to which any of the
               properties of the Parent Company, the Com-



<PAGE>
<PAGE>
                                     -4-


               pany or any such subsidiary is subject, or the charter or
               by-laws of the Parent Company, the Company or any such
               subsidiary, and the Company has full power and authority to
               authorize, issue and sell the Offered Securities as
               contemplated by this Agreement.

                   (h)  This Agreement has been duly authorized, executed and
               delivered by the Issuers.

                   (i)  Except as disclosed in the Offering Document, the
               Company and its subsidiaries have good and marketable title to
               all real properties and all other properties and assets owned
               by them, in each case free from liens, encumbrances and
               defects that would materially interfere with the use made or
               to be made thereof by them; and except as disclosed in the
               Offering Document, the Company and its subsidiaries hold any
               leased real or personal property under valid and enforceable
               leases with no exceptions that would materially interfere with
               the use made or to be made thereof by them.

                   (j)  The Company and its subsidiaries possess adequate
               certificates, authorities or permits issued by appropriate
               governmental agencies or bodies necessary to conduct the
               business now operated by them and have not received any notice
               of proceedings relating to the revocation or modification of
               any such certificate, authority or permit that, if determined
               adversely to the Company or any of its subsidiaries, would
               individually or in the aggregate have a Material Adverse
               Effect.

                   (k)  No labor dispute with the employees of the Company or
               any subsidiary exists or, to the knowledge of the Issuers, is
               imminent that might have a Material Adverse Effect.

                   (l)  The Company and its subsidiaries own, possess or can
               acquire on reasonable terms, adequate trademarks, trade names
               and other rights to inventions, know-how, patents, copyrights,
               confidential information and other intellectual property
               (collectively, "INTELLECTUAL PROPERTY RIGHTS") necessary to
               conduct the business now operated by them, or presently
               employed by them, and have not received any notice of
               infringement of or conflict with asserted rights of others
               with respect to any intellectual property rights that, if
               determined adversely to the Company or any of its
               subsidiaries, would individually or in the aggregate have a
               Material Adverse Effect.

                   (m)  Except as disclosed in the Offering Document, neither
               the Parent Company, the Company nor any of its subsidiaries is
               in violation of any statute, any rule, regulation, decision or
               order of any governmental agency or body or any court,
               domestic or foreign, relating to the use, disposal or release
               of hazardous or toxic substances or relating to the protection
               or restoration of the environment or human exposure to
               hazardous or toxic substances (collectively, "ENVIRONMENTAL
               LAWS"), owns or operates any real property contaminated with
               any substance that is subject to any environmental laws, is
               liable for any off-site disposal or contamination pursuant to
               any environmental laws, or is subject to any claim relating to
               any envi-


<PAGE>
<PAGE>
                                     -5-

               ronmental laws, which violation, contamination, liability
               or claim would individually or in the aggregate have a
               Material Adverse Effect; and the Company is not aware of any
               pending investigation which might lead to such a claim.

                   (n)  Except as disclosed in the Offering Document, there
               are no pending actions, suits or proceedings against or
               affecting the Parent Company, the Company, any of its
               subsidiaries or any of their respective properties that, if
               determined adversely to the Parent Company, the Company or any
               of its subsidiaries, would individually or in the aggregate
               have a Material Adverse Effect, or would materially and
               adversely affect the ability of the Issuers to perform their
               obligations under the Indenture, this Agreement or the
               Registration Rights Agreement or which are otherwise material
               in the context of the sale of the Offered Securities; and no
               such actions, suits or proceedings are threatened or, to the
               Issuers' knowledge, contemplated.

                   (o)  The financial statements included in the Offering
               Document present fairly the financial position of the Parent
               Company and its consolidated subsidiaries as of the dates
               shown and their results of operations and cash flows for the
               periods shown, and, except as otherwise disclosed in the
               Offering Document, such financial statements have been
               prepared in conformity with the generally accepted accounting
               principles in the United States applied on a consistent basis;
               and the assumptions used in preparing the pro forma financial
               statements included in the Offering Document provide a
               reasonable basis for presenting the significant effects
               directly attributable to the transactions or events described
               therein, the related pro forma adjustments give appropriate
               effect to those assumptions, and the pro forma columns therein
               reflect the proper application of those adjustments to the
               corresponding historical financial statement amounts.

                   (p)  Except as disclosed in the Offering Document, since
               the date of the latest audited financial statements included
               in the Offering Document 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, and, except as
               disclosed in or contemplated by the Offering Document, there
               has been no dividend or distribution of any kind declared,
               paid or made by the Parent Company on any class of its capital
               stock or by the Company, except for distributions totaling not
               more than $2.5 million from the Company to the Parent Company
               in the ordinary course of business, on any class of its
               capital stock.

                   (q)  The Company is not an open-end investment company,
               unit investment trust or face-amount certificate company that
               is or is required to be registered under Section 8 of the
               United States Investment Company Act of 1940 (the "INVESTMENT
               COMPANY ACT"); and the Company is not and, after giving
               effect to the offering and sale of the Offered Securities and
               the application of the proceeds thereof as described in the
               Offering Document, will not be an "investment company" as
               defined in the Investment Company Act.

                   (r)  No securities of the same class (within the meaning
               of Rule 144A(d)(3) under the Securities Act) as the Offered
               Securities are listed on any national securities exchange


<PAGE>
<PAGE>
                                     -6-


               registered under Section 6 of the United States Securities
               Exchange Act of 1934, as amended (the "EXCHANGE ACT"), or
               quoted in a U.S. automated inter-dealer quotation system.

                   (s)  The offer and sale of the Offered Securities in the
               manner contemplated by this Agreement will be exempt from the
               registration requirements of the Securities Act by reason of
               Section 4(2) thereof and Regulation S and Rule 144A
               thereunder; and it is not necessary to qualify an indenture in
               respect of the Offered Securities under the United States
               Trust Indenture Act of 1939, as amended (the "TRUST INDENTURE
               ACT").

                   (t)  Neither the Parent Company, nor any of its affiliates,
               nor any person acting on its or their behalf (i) has, within
               the six-month period prior to the date hereof, offered or sold
               in the United States or to any U.S. person (as such terms are
               defined in Regulation S under the Securities Act) the Offered
               Securities or any security of the same class or series as the
               Offered Securities or (ii) has offered or will offer or sell
               the Offered Securities (A) in the United States by means of
               any form of general solicitation or general advertising within
               the meaning of Rule 502(c) under the Securities Act or (B)
               with respect to any such securities sold in reliance on Rule
               903 of Regulation S ("REGULATION S") under the Securities Act,
               by means of any directed selling efforts within the meaning of
               Rule 902(c) of Regulation S. The Parent Company, its
               affiliates and any person acting on its or their behalf have
               complied and will comply with the offering restrictions
               requirement of Regulation S. The Company has not entered and
               will not enter into any contractual arrangement with respect
               to the distribution of the Offered Securities except for this
               Agreement.

                   (u)  There is no "substantial U.S. market interest" as
               defined in Rule 902(j) of Regulation S in the debt securities
               of any of the Issuers.

                   (v)  On the Closing Date, the Indenture will conform in all
               material respects to the requirements of the Trust Indenture
               Act, and the rules and regulations of the Commission
               applicable to an indenture which is qualified thereunder.

                   (w)  On the Closing Date, the Exchange Securities will have
               been duly authorized by the Issuers; and when the Exchange
               Securities are issued, executed and authenticated in
               accordance with the terms of the Exchange Offer and the
               Indenture, the Exchange Securities will be entitled to the
               benefits of the Indenture and will be the valid and legally
               binding obligations of the Issuers, enforceable in accordance
               with their 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.

                   (x)  On the Closing Date, the Guarantee to be endorsed on
               the Offered Securities by each Guarantor will have been duly
               authorized by such Guarantor, and will have been duly executed
               and delivered by each such Guarantor and will conform to the
               description thereof contained in the Offering Document. When
               the Offered Securities have been issued, executed and
               authenticated in accordance with the Indenture and delivered
               to and paid for by the Purchasers in accordance with the terms
               of this Agreement, the Guarantee of each Guarantor endorsed
               thereon will constitute valid and legally binding obligations
               of such Guaran-



<PAGE>
<PAGE>
                                     -7-


               tor, 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.

                   (y)  On the Closing Date, the Guarantee to be endorsed on
               the Exchange Securities by each Guarantor will have been duly
               authorized by such Guarantor; and, when issued, will have been
               duly executed and delivered by each such Guarantor and will
               conform to the description thereof contained in the Offering
               Document. When the Exchange Securities have been issued,
               executed and authenticated in accordance with the terms of the
               Exchange Offer and the Indenture, the Guarantee of each
               Guarantor endorsed thereon will constitute valid and legally
               binding obligations of such Guarantor, 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.

                   (z)  On the Closing Date, the Registration Rights Agreement
               will have been duly authorized, executed and delivered by the
               Issuers. When the Registration Rights Agreement has been duly
               executed and delivered, the Registration Rights Agreement will
               be a valid and binding agreement of the Issuers, enforceable
               against each Issuer in accordance with its terms, (x) except
               as to rights of indemnity or contribution, or both, that may
               be limited by state and Federal laws or public policy
               underlying such laws and (y) 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.
               On the Closing Date, the Registration Rights Agreement will
               conform to the description thereof in the Offering Circular.

                   (aa) Except as set forth in the Offering Document, there
               are no contracts, agreements or understandings between any
               Issuer and any person granting such person the right to
               require such Issuer to file a registration statement under the
               Securities Act with respect to any securities of such Issuer
               or to require such Issuer to include such securities with the
               Exchange Securities registered pursuant to any Registration
               Statement.

                   (bb) Neither the Company nor any of its subsidiaries nor
               any agent thereof acting on behalf of them has taken, and none
               of them will take, any action that might cause this Agreement
               or the issuance or sale of the Offered Securities to violate
               Regulation T, Regulation U or Regulation X of the Board of
               Governors of the Federal Reserve System.

               3. Purchase, Sale and Delivery of Offered Securities. On the
basis of the representations, warranties and agreements herein contained, but
subject to the terms and conditions herein set forth, as of the Closing Date,
the Issuers agree to sell to the Purchasers, and the Purchasers agree,
severally and not jointly, to purchase from the Issuers, the Offered
Securities at a purchase price of 97.50% of the principal amount thereof.

               The Issuers will deliver against payment of the purchase price
the Offered Securities to be offered and sold by the Purchasers in reliance
on Regulation S (the "REGULATION S SECURITIES") in the form of one or more
permanent global Securities in registered form without interest coupons



<PAGE>
<PAGE>
                                     -8-


(the "OFFERED REGULATION S GLOBAL SECURITIES") which will be deposited with
the Trustee as custodian for The Depository Trust Company ("DTC") for the
respective accounts of the DTC participants for Morgan Guaranty Trust Company
of New York, Brussels office, as operator of the Euroclear System
("EUROCLEAR"), and Clearstream Banking, societe anonyme ("CLEARSTREAM") and
registered in the name of Cede & Co., as nominee for DTC. The Issuers will
deliver against payment of the purchase price the Offered Securities to be
purchased by each Purchaser hereunder and to be offered and sold by each
Purchaser in reliance on Rule 144A under the Securities Act (the "144A
SECURITIES") in the form of one permanent global security in definitive form
without interest coupons (the "RESTRICTED GLOBAL SECURITIES") deposited with
the Trustee as custodian for DTC and registered in the name of Cede & Co., as
nominee for DTC. The Regulation S Global Securities and the Restricted Global
Securities shall be assigned separate CUSIP numbers. The Restricted Global
Securities shall include the legend regarding restrictions on transfer set
forth under "Transfer Restrictions" in the Offering Document. Until the
termination of the restricted period (as defined in Regulation S) with
respect to the offering of the Offered Securities, interests in the
Regulation S Global Securities may only be held by the DTC participants for
Euroclear and Clearstream. Interests in any permanent global Securities will
be held only in book-entry form through Euroclear, Clearstream or DTC, as the
case may be, except in the limited circumstances described in the Offering
Document.

               Payment for the Regulation S Securities and the 144A
Securities shall be made by the Purchasers in Federal (same day) funds by
wire transfer to an account at a bank acceptable to CSFBC and delivery of the
Offered Securities will take place at the office of Cahill Gordon & Reindel
at 9:00 A.M. (New York time), on March, 2002, or at such other time not
later than seven full business days thereafter as CSFBC and the Company
determine, such time being herein referred to as the "CLOSING DATE", against
delivery to the Trustee as custodian for DTC of (i) the Regulation S Global
Securities representing all of the Regulation S Securities for the respective
accounts of the DTC participants for Euroclear and Clearstream and (ii) the
Restricted Global Securities representing all of the 144A Securities. The
Regulation S Global Securities and the Restricted Global Securities will be
made available for checking at the office of Cahill Gordon & Reindel at least
24 hours prior to the Closing Date.

               4. Representations by Purchasers; Resale by Purchasers. (a)
Each Purchaser severally represents and warrants to the Company that it is an
"accredited investor" within the meaning of Regulation D under the Securities
Act.

               (b) Each Purchaser severally acknowledges that the Offered
Securities have not been registered under the Securities Act and may not be
offered or sold within the United States except pursuant to an exemption
from, or a transaction not subject to, the registration requirements of the
Securities Act. Each Purchaser severally represents and agrees that it has
not offered or sold and will not offer or sell, any Offered Securities
constituting part of its allotment within the United States, except in
accordance with Rule 903 or Rule 144A under the Securities Act. Accordingly,
neither such Purchaser nor its affiliates, nor any persons acting on its or
their behalf, have engaged or will engage in any directed selling efforts
with respect to the Offered Securities. Terms used in this subsection (b)
have the meanings given to them by Regulation S.


<PAGE>
<PAGE>
                                     -9-


               (c) Each Purchaser severally agrees that it and each of its
affiliates has not entered and will not enter into any contractual
arrangement with respect to the distribution of the Offered Securities except
for any such arrangements with the other Purchasers or affiliates of the
other Purchasers or with the prior written consent of the Issuers.

               (d) Each Purchaser severally agrees that it and each of its
affiliates will not offer or sell the Offered Securities in the United States
by means of any form of general solicitation or general advertising within
the meaning of Rule 502(c) under the Securities Act, including, but not
limited to (i) any advertisement, article, notice or other communication
published in any newspaper, magazine or similar media or broadcast over
television or radio or other electronic medium, including the Internet, or
(ii) any seminar or meeting whose attendees have been invited by any general
solicitation or general advertising. Each Purchaser severally agrees, with
respect to resales made in reliance on Rule 144A of any of the Offered
Securities, to deliver either with the confirmation of such resale or
otherwise prior to settlement of such resale a notice to the effect that the
resale of such Offered Securities has been made in reliance upon the
exemption from the registration requirements of the Securities Act provided
by Rule 144A.

               (e) Each of the Purchasers severally represents and agrees
that (i) it has not offered or sold and prior to the date six months after
the date of issue of the Offered Securities will not offer or sell any
Offered Securities to persons in the United Kingdom except to persons whose
ordinary activities involve them in acquiring, holding, managing or disposing
of investments (as principal or agent) for the purposes of their businesses
or otherwise in circumstances which have not resulted and will not result in
an offer to the public in the United Kingdom within the meaning of the Public
Offers of Securities Regulations 1995; (ii) it has complied and will comply
with all applicable provisions of the Financial Services Act 1986 with
respect to anything done by it in relation to the Offered Securities in, from
or otherwise involving the United Kingdom; and (iii) it has only issued or
passed on and will only issue or pass on in the United Kingdom any document
received by it in connection with the issue of the Offered Securities to a
person who is of a kind described in Article 11(3) of the Financial Services
Act 1986 (Investment Advertisements) (Exemptions) Order 1996 or is a person
to whom such document may otherwise lawfully be issued or passed on.

               5. Certain Agreements of the Issuers. The Issuers agree with
the several Purchasers that:

               (a) The Issuers will advise CSFBC promptly of any proposal to
         amend or supplement the Offering Document and will not effect such
         amendment or supplementation without CSFBC's consent. If, at any
         time prior to the completion of the resale of the Offered Securities
         by the Purchasers, any event occurs as a result of which the
         Offering Document as then amended or supplemented would include an
         untrue statement of a material fact or omit 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, or
         if it is necessary at any such time to amend or supplement the
         Offering Document to comply with any applicable law, the Issuers
         promptly will notify CSFBC of such event and promptly will prepare,
         at their own expense, an amendment or supplement which will correct
         such statement or omission or effect such compliance. Neither
         CSFBC's consent to, nor the Purchasers' delivery to offerees or in-


<PAGE>
<PAGE>

                                    -10-


         vestors of, any such amendment or supplement shall constitute a
         waiver of any of the conditions set forth in Section 6.

               (b) The Issuers will furnish to CSFBC copies of any
         preliminary offering circular, the Offering Document and all
         amendments and supplements to such documents, in each case as soon
         as available and in such quantities as CSFBC requests, and the
         Issuers will furnish to CSFBC on the date hereof three copies of the
         Offering Document, one of which will include the independent
         accountants' reports therein manually signed by such independent
         accountants. At any time when the Issuers are not subject to Section
         13 or 15(d) of the Exchange Act, the Issuers will promptly furnish
         or cause to be furnished to CSFBC (and, upon request, to each of the
         other Purchasers) and, upon request of holders and prospective
         purchasers of the Offered Securities, to such holders and
         purchasers, copies of the information required to be delivered to
         holders and prospective purchasers of the Offered Securities
         pursuant to Rule 144A(d)(4) under the Securities Act (or any
         successor provision thereto) in order to permit compliance with Rule
         144A in connection with resales by such holders of the Offered
         Securities. The Issuers will pay the expenses of printing and
         distributing to the Purchasers all such documents.

               (c) The Issuers will arrange for the qualification of the
         Offered Securities for sale and the determination of their
         eligibility for investment under the laws of such jurisdictions in
         the United States and Canada as CSFBC designates and will continue
         such qualifications in effect so long as required for the resale of
         the Offered Securities by the Purchasers, provided that the Issuers
         will not be required to qualify as a foreign corporation or to file
         a general consent to service of process in any such state.

               (d) During the period of five years hereafter, the Issuers
         will furnish to CSFBC and, upon request, to each of the other
         Purchasers, as soon as practicable after the end of each fiscal
         year, a copy of the Parent Company's annual report to shareholders
         for such year; and the Issuers will furnish to CSFBC and, upon
         request, to each of the other Purchasers (i) as soon as available, a
         copy of each report and any definitive proxy statement Issuers filed
         with the Commission under the Exchange Act or mailed to
         shareholders, and (ii) from time to time, such other information
         concerning the Issuers as CSFBC may reasonably request.

               (e) During the period of two years after the Closing Date, the
         Issuers will, upon request, furnish to CSFBC each of the other
         Purchasers and any holder of Offered Securities a copy of the
         restrictions on transfer applicable to the Offered Securities.


               (f) During the period of two years after the Closing Date, the
         Issuers will not, and will not permit any of its affiliates (as
         defined in Rule 144 under the Securities Act) to, resell any of the
         Offered Securities that have been reacquired by any of them.

               (g) During the period of two years after the Closing Date, the
         Issuers will not be or become, an open-end investment company, unit
         investment trust or face-amount certificate company that is or is
         required to be registered under Section 8 of the Investment Company
         Act.



<PAGE>
<PAGE>
                                    -11-


               (h) The Issuers will pay all expenses incidental to the
         performance of its obligations under this Agreement, the Indenture,
         and the Registration Rights Agreement, including (i) the fees and
         expenses of the Trustee and its professional advisers; (ii) all
         expenses in connection with the execution, issue, authentication,
         packaging and initial delivery of the Offered Securities and, as
         applicable, the Exchange Securities, the preparation and printing of
         this Agreement, the Registration Rights Agreement, the Offered
         Securities, the Indenture, the Offering Document and amendments and
         supplements thereto, and any other document relating to the
         issuance, offer, sale and delivery of the Offered Securities and as
         applicable, the Exchange Securities; (iii) the cost of qualifying
         the Offered Securities for trading in The Portal(SM) Market ("PORTAL")
         and any expenses incidental thereto; (iv) the cost of any
         advertising approved by the Issuers in connection with the issue of
         the Offered Securities; (v) for any expenses (including fees and
         disbursements of counsel) incurred in connection with qualification
         of the Offered Securities or the Exchange Securities for sale under
         the laws of such jurisdictions in the United States and Canada as
         CSFBC designates and the printing of memoranda relating thereto;
         (vi) for any fees charged by investment rating agencies for the
         rating of the Securities or the Exchange Securities; and (vii) for
         expenses incurred in distributing preliminary offering circulars and
         the Offering Document (including any amendments and supplements
         thereto) to the Purchasers. The Issuers will also pay or reimburse
         the Purchasers (to the extent incurred by them) for all travel
         expenses of the Purchasers (to the extent reasonable) and the
         Issuers officers and employees and any other expenses of the
         Purchasers (to the extent reasonable) and the Issuers in connection
         with attending or hosting meetings with prospective purchasers of
         the Offered Securities from the Purchasers.

               (i) In connection with the offering, until CSFBC shall have
         notified the Issuers and the other Purchasers of the completion of
         the resale of the Offered Securities, none of the Issuers nor any of
         their respective affiliates has or will, either alone or with one or
         more other persons, bid for or purchase for any account in which it
         or any of its affiliates has a beneficial interest any Offered
         Securities or attempt to induce any person to purchase any Offered
         Securities; and neither it nor any of its affiliates will make bids
         or purchases for the purpose of creating actual, or apparent, active
         trading in, or of raising the price of, the Offered Securities.

               (j) For a period of 180 days after the date of the initial
         offering of the Offered Securities by the Purchasers, none of the
         Issuers will offer, sell, contract to sell, pledge or otherwise
         dispose of, directly or indirectly, any United States
         dollar-denominated debt securities issued or guaranteed by any of
         the Issuers and having a maturity of more than one year from the
         date of issue or publicly disclose the intention to make any such
         offer, sale, pledge, disposition or filing. None of the Issuers will
         at any time offer, sell, contract to sell, pledge or otherwise
         dispose of, directly or indirectly, any securities under
         circumstances where such offer, sale, pledge, contract or
         disposition would cause the exemption afforded by Section 4(2) of
         the Securities Act or the safe harbor of Regulation S thereunder to
         cease to be applicable to the offer and sale of the Offered
         Securities.

               6.  Conditions of the Obligations of the Purchasers. The
obligations of the several Purchasers to purchase and pay for the Offered
Securities will be subject to the accuracy of the representations and
warranties on the part of the Issuers herein, to the accuracy of the
statements of officers of


<PAGE>
<PAGE>
                                    -12-


the Issuers made pursuant to the provisions hereof, to the performance by
the Issuers of their respective obligations hereunder and to the following
additional conditions precedent:

               (a) The Purchasers shall have received a letter, dated the
         date of this Agreement, of Ernst & Young LLP in form and substance
         satisfactory to the Purchasers concerning the financial information
         with respect to the Issuers set forth in the Offering Document.

               (b) Subsequent to the execution and delivery of this
         Agreement, there shall not have occurred (i) a change in U.S. or
         international financial, political or economic conditions or
         currency exchange rates or exchange controls as would, in the
         judgment of CSFBC, be likely to prejudice materially the success of
         the proposed issue, sale or distribution of the Offered Securities,
         whether in the primary market or in respect of dealings in the
         secondary market, or (ii) (A) any change, or any development or
         event involving a prospective change, in the condition (financial or
         other), business, properties or results of operations of the Company
         or its subsidiaries which, in the judgment of a majority in interest
         of the Purchasers including CSFBC, is material and adverse and makes
         it impractical or inadvisable to proceed with completion of the
         offering or the sale of and payment for the Offered Securities; (B)
         any downgrading in the rating of any debt securities of any Issuer
         by any "nationally recognized statistical rating organization" (as
         defined for purposes of Rule 436(g) under the Securities Act), or
         any public announcement that any such organization has under
         surveillance or review its rating of any debt securities of any
         Issuer (other than an announcement with positive implications of a
         possible upgrading, and no implication of a possible downgrading, of
         such rating) or any announcement that any Issuer has been placed on
         negative outlook; (C) any suspension or limitation of trading in
         securities generally on the New York Stock Exchange, or any setting
         of minimum prices for trading on such exchange, or any suspension of
         trading of any securities of the Issuers on any exchange or in the
         over-the-counter market; (D) any banking moratorium declared by U.S.
         Federal or New York authorities; (E) any major disruption of
         settlements of securities; or (F) any attack on, outbreak or
         escalation of major hostilities or act of terrorism in which the
         United States is involved, any declaration of war by Congress or any
         other substantial national or international calamity or emergency
         if, in the judgment of a majority in interest of the Purchasers
         including CSFBC, the effect of any such attack, outbreak,
         escalation, act, declaration, calamity or emergency makes it
         impractical or inadvisable to proceed with completion of the
         offering or sale of and payment for the Offered Securities.

               (c) The Purchasers shall have received an opinion, dated the
         Closing Date, of Faegre & Benson LLP, special counsel for the
         Company, that:

                         (i) The Company has been duly incorporated and 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
                 Offering Document; and the Company is duly qualified to do
                 business as a foreign corporation in good standing in all
                 other jurisdictions in which its ownership or lease of
                 property or the conduct of its business requires such
                 qualification, except where failure to be so qualified would
                 not have a Material Adverse Effect;

<PAGE>
<PAGE>
                                    -13-


                         (ii) The Indenture has been duly authorized,
                 executed and delivered by the Company and each Guarantor
                 and, assuming due authorization, execution and delivery
                 thereof by the Trustee, the Indenture constitutes a legally
                 valid and binding agreement of each of the Issuers,
                 enforceable against each of the Issuers 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 general equity principles; the Notes have been
                 duly authorized by the Company and, when executed,
                 authenticated and issued in accordance with the terms of the
                 Indenture and delivered to and paid for by the Purchasers in
                 accordance with this Agreement, the Notes will be legally
                 valid and binding obligations of the Company enforceable
                 against the Company in accordance with their 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) 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 and the Registration Rights
                 Agreement in connection with the issuance or sale of the
                 Offered Securities by the Issuers, except (y) such as may be
                 required under state securities laws and (z) the filing of
                 the Exchange Offer Registration Statement with the
                 Commission and the order of the Commission declaring the
                 Exchange Offer Registration Statement or the Shelf
                 Registration Statement effective;

                         (iv) There are no pending actions, suits or
                 proceedings against the Company, any of its subsidiaries or
                 any of their respective properties that, if determined
                 adversely to the Company or any of its subsidiaries, would
                 individually or in the aggregate have a Material Adverse
                 Effect, or would materially and adversely affect the ability
                 of any Issuer to perform its obligations under the
                 Indenture, this Agreement or the Registration Rights
                 Agreement, and no such actions, suits or proceedings are, to
                 such counsel's knowledge, threatened or contemplated;

                         (v) The execution, delivery and performance by the
                 Company and the Guarantors of the Indenture, this Agreement
                 and the Registration Rights Agreement, and the issuance and
                 sale of the Offered Securities and compliance with the terms
                 and provisions thereof will not result in a breach or
                 violation of any of the terms and provisions of, or
                 constitute a default under, any statute, any rule,
                 regulation or order of any governmental agency or body or
                 any court having jurisdiction over the Company or any
                 Guarantor or any of their properties, or any agreement or
                 instrument to which the Company or any such Guarantor is a
                 party or by which the Company or any such Guarantor is bound
                 or to which any of the properties of the Company or any such
                 Guarantor is subject, or the charter or by-laws of the
                 Company or any such Guarantor, and the Issuers have the
                 corporate power and authority to authorize, issue and sell
                 the Offered Securities as contemplated by this Agreement;


<PAGE>
<PAGE>
                                    -14-


                         (vi) The descriptions in the Offering Circular of
                 statutes, certain U.S. federal income tax considerations,
                 legal and governmental proceedings and contracts and other
                 documents are accurate and fairly present the information
                 required to be shown;

                         (vii) This Agreement and the Registration Rights
                 Agreement have each been duly authorized, executed and
                 delivered by the Issuers;

                         (viii) It is not necessary in connection with (i)
                 the offer, sale and delivery of the Offered Securities by
                 the Issuers to the several Purchasers pursuant to this
                 Agreement or (ii) the resales of the Offered Securities by
                 the several Purchasers in the manner contemplated by this
                 Agreement, to register the Offered Securities under the
                 Securities Act or to qualify an indenture in respect thereof
                 under the Trust Indenture Act of 1939, as amended (the
                 "TIA");

                         (ix) The Indenture meets the requirements for
                 qualification under the TIA and the rules and regulations of
                 the Commission applicable to an indenture which is qualified
                 thereunder;

                         (x) The Exchange Securities have been duly
                 authorized by the Company; and when the Exchange Securities
                 are executed, issued and authenticated in accordance with
                 the terms of the Exchange Offer and the Indenture, the
                 Exchange Securities will be entitled to the benefits of the
                 Indenture and will be the legally valid and binding
                 obligations of the Company, enforceable against the Company
                 in accordance with their 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;

                         (xi) The Guarantees to be endorsed on the Notes have
                 been duly authorized by each Guarantor, and when executed
                 and delivered in accordance with the terms of the Indenture
                 will, upon due execution and delivery of the Notes by the
                 Company and due authentication of the Notes by the Trustee
                 against payment therefor in accordance with the terms of the
                 Indenture and this Agreement, be the legally valid and
                 binding obligations of each of the Guarantors, enforceable
                 against the Guarantors in accordance with their 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;

                         (xii) The Guarantees to be endorsed on the Exchange
                 Securities have been duly authorized by each Guarantor, and
                 when executed and delivered in accordance with the Indenture
                 will, upon due execution and delivery of the Exchange
                 Securities by the Company and due authentication of the
                 Exchange Securities by the Trustee against exchange therefor
                 in accordance with the Indenture and this Agreement, be the
                 legally valid and binding obligations of each Guarantor,
                 enforceable against each Guarantor in accordance with their
                 terms, subject to bankruptcy, insol-


<PAGE>
<PAGE>
                                    -15-


                 vency, fraudulent transfer, reorganization, moratorium and
                 similar laws of general applicability relating to or
                 affecting creditors' rights and to general equity
                 principles; and

                         (xiii) To such counsel's knowledge, there are no
                 contracts, agreements or understandings between any Issuer
                 and any person granting such person the right to require
                 such Issuer to file a registration statement under the
                 Securities Act with respect to any securities of such Issuer
                 or to require such Issuer to include such securities with
                 the Securities and Guarantees registered pursuant to any
                 Registration Statement.

         In addition, such letter shall contain a paragraph stating that such
         counsel has participated in reviews and discussions in connection with
         the preparation of the Offering Circular, and in the course of such
         reviews and discussions and such other investigations as such counsel
         has deemed necessary, no facts came to such counsel's attention that
         lead such counsel to believe that the Offering Circular (except as to
         the financial statements and other related financial and other related
         statistical data contained therein, as to all of which such counsel
         does not need to express a belief), as of the date hereof and as of the
         Closing Date, contained any untrue statement of a material fact
         required to be stated therein or omitted to state any material fact
         required to be stated therein or necessary to make the statements
         therein, in light of the circumstances under which they were made, not
         misleading.

               (d) The Purchasers shall have received from Cahill Gordon &
         Reindel, counsel for the Purchasers, an opinion, dated the Closing
         Date, with respect to the incorporation of the Company, the validity
         of the Offered Securities, the Offering Circular, the exemption from
         registration for the offer and sale of the Offered Securities by the
         Issuers to the several Purchasers and the resales by the several
         Purchasers as contemplated hereby and other related matters as CSFBC
         may require, and the Issuers shall have furnished to such counsel
         such documents as they request for the purpose of enabling them to
         pass upon such matters.

               (e) The Purchasers shall have received a certificate, dated
         the Closing Date, of the President or any Vice President and a
         principal financial or accounting officer of each Issuer in which
         such officers, to the best of their knowledge after reasonable
         investigation, shall state that the representations and warranties
         of the Issuers in this Agreement are true and correct, that such
         Issuer has complied with all agreements and satisfied all conditions
         on its part to be performed or satisfied hereunder at or prior to
         the Closing Date, and that, subsequent to the dates of the most
         recent financial statements in the Offering Document 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 Offering Document or as described in such
         certificate.

               (f) The Purchasers shall have received a letter, dated the
         Closing Date, of Ernst & Young LLP which meets the requirements of
         subsection (a) of this Section.


<PAGE>
<PAGE>
                                    -16-


               (g) The repayment of indebtedness under the Company's senior
         credit facility, and the amendment of the Company's existing senior
         credit facility shall have been or shall be consummated on or prior
         to the Closing Date as described in the Offering Document.

               (h) No "nationally recognized statistical rating organization"
         as such term is defined for purposes of Rule 436(g)(2) under the
         Securities Act (i) has imposed (or has informed any Issuer that it
         is considering imposing) any condition (financial or otherwise) on
         an Issuer retaining any rating assigned to any debt securities of
         such Issuer or (ii) has indicated to any Issuer that it is
         considering (a) the downgrading, suspension, or withdrawal of, or
         any review for a possible change that does not indicate the
         direction of the possible change in, any rating so assigned or (b)
         any change in the outlook for any rating on the debt securities of
         such Issuer.

               The Issuers will furnish the Purchasers with such conformed
copies of such opinions, certificates, letters and documents as the
Purchasers reasonably request. CSFBC may in its sole discretion waive on
behalf of the Purchasers compliance with any conditions to the obligations of
the Purchasers hereunder, whether in respect of an Optional Closing Date or
otherwise.

               7. Indemnification and Contribution. (a) Each of the Issuers
will indemnify and hold harmless each Purchaser, its partners, directors and
officers and each person, if any, who controls such Purchaser within the
meaning of Section 15 of the Securities Act, against any losses, claims,
damages or liabilities, joint or several, to which such Purchaser may become
subject, under the Securities Act or the Exchange Act or otherwise, insofar
as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon any breach of any of the
representations and warranties of the Company contained herein or any untrue
statement or alleged untrue statement of any material fact contained in the
Offering Document, or any amendment or supplement thereto, or any related
preliminary offering circular, 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 in order to make the statements therein, in the light of
the circumstances under which they were made, not misleading, including any
losses, claims, damages or liabilities arising out of or based upon any
Issuer's failure to perform its obligations under Section 5(a) of this
Agreement, and will reimburse each Purchaser for any legal or other expenses
reasonably incurred by such Purchaser in connection with investigating or
defending any such loss, claim, damage, liability or action as such expenses
are incurred; provided, however, that the Issuers 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 in or
omission or alleged omission from any of such documents in reliance upon and
in conformity with written information furnished to the Issuers by any
Purchaser through CSFBC specifically for use therein, it being understood and
agreed that the only such information consists of the information described
as such in subsection (b) below.

               (b) Each Purchaser will severally and not jointly indemnify
and hold harmless the Issuers, their respective directors and officers and
each person, if any, who controls the Issuers within the meaning of Section
15 of the Securities Act, against any losses, claims, damages or liabilities
to which the Issuers may become subject, under the Securities Act or the
Exchange 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 Of-


<PAGE>
<PAGE>
                                    -17-


fering Document, or any amendment or supplement thereto, or any related
preliminary offering circular, 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 in order to make the statements therein,
in the light of the circumstances under which they were made, 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 written information furnished
to the Issuers by such Purchaser through CSFBC specifically for use therein,
and will reimburse any legal or other expenses reasonably incurred by the
Issuers in connection with investigating or defending any such loss, claim,
damage, liability or action as such expenses are incurred, it being
understood and agreed that the only such information furnished by any
Purchaser consists of the following information in the Offering Document
furnished on behalf of each Purchaser: under the caption "Plan of
Distribution", the final three paragraphs thereof; provided, however, that
the Purchasers shall not be liable for any losses, claims, damages or
liabilities arising out of or based upon the Issuers' failure to perform its
obligations under Section 5(a) of this Agreement.

               (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 subsection (a) or (b) above, 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 subsection (a) or (b) above unless the
indemnifying party is materially prejudiced thereby. 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 reasonably satisfactory to such 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. No indemnifying party shall, without the
prior written consent of the indemnified party, effect any settlement of any
pending or threatened action in respect of which any indemnified party is or
could have been a party and indemnity could have been sought hereunder by
such indemnified party unless such settlement includes an unconditional
release of such indemnified party from all liability on any claims that are
the subject matter of such action and does not include a statement as to or
an admission of fault, culpability or failure to act by or on behalf of any
indemnified party.

               (d) If the indemnification provided for in this Section is
unavailable or insufficient to hold harmless an indemnified party under
subsection (a) or (b) above, then each indemnifying party shall contribute to
the amount paid or payable by such indemnified party as a result of the
losses, claims, damages or liabilities referred to in subsection (a) or (b)
above (i) in such proportion as is appropriate to reflect the relative
benefits received by the Issuers on the one hand and the Purchasers on the
other from the offering of the Offered Securities or (ii) if the allocation
provided by clause (i) above is not permitted by applicable law, in such
proportion as is appropriate to reflect not only the relative benefits
referred to in clause (i) above but also the relative fault of the Issuers on
the one hand and the Purchasers on the other in connection with the
statements or omissions which resulted in such losses, claims, damages or


<PAGE>
<PAGE>
                                    -18-


liabilities as well as any other relevant equitable considerations. The
relative benefits received by the Issuers on the one hand and the Purchasers
on the other shall be deemed to be in the same proportion as the total net
proceeds from the offering (before deducting expenses) received by the
Issuers bear to the total discounts and commissions received by the
Purchasers from the Issuers under this Agreement. The relative fault shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to
state a material fact relates to information supplied by the Issuers or the
Purchasers and the parties' relative intent, knowledge, access to information
and opportunity to correct or prevent such untrue statement or omission. The
amount paid by an indemnified party as a result of the losses, claims,
damages or liabilities referred to in the first sentence of this subsection
(d) shall be deemed to include any legal or other expenses reasonably
incurred by such indemnified party in connection with investigating or
defending any action or claim which is the subject of this subsection (d).
Notwithstanding the provisions of this subsection (d), no Purchaser shall be
required to contribute any amount in excess of the amount by which the total
price at which the Offered Securities purchased by it were resold exceeds the
amount of any damages which such Purchaser has otherwise been required to pay
by reason of such untrue or alleged untrue statement or omission or alleged
omission. The Purchasers' obligations in this subsection (d) to contribute
are several in proportion to their respective purchase obligations and not
joint.

               (e) The obligations of the Issuers under this Section shall be
in addition to any liability which the Issuers may otherwise have and shall
extend, upon the same terms and conditions, to each person, if any, who
controls any Purchaser within the meaning of the Securities Act or the
Exchange Act; and the obligations of the Purchasers under this Section shall
be in addition to any liability which the respective Purchasers may otherwise
have and shall extend, upon the same terms and conditions, to each person, if
any, who controls the Issuers within the meaning of the Securities Act or the
Exchange Act.

               8. Default of Purchasers. If any Purchaser or Purchasers
default in their obligations to purchase Offered Securities hereunder and the
aggregate principal amount of Offered Securities that such defaulting
Purchaser or Purchasers agreed but failed to purchase does not exceed 10% of
the total principal amount of Offered Securities, CSFBC may make arrangements
satisfactory to the Issuers for the purchase of such Offered Securities by
other persons, including any of the Purchasers, but if no such arrangements
are made by the Closing Date, the non-defaulting Purchasers shall be
obligated severally, in proportion to their respective commitments hereunder,
to purchase the Offered Securities that such defaulting Purchasers agreed but
failed to purchase. If any Purchaser or Purchasers so default and the
aggregate principal amount of Offered Securities with respect to which such
default or defaults occur exceeds 10% of the total principal amount of
Offered Securities and arrangements satisfactory to CSFBC and the Issuers for
the purchase of such Offered Securities by other persons are not made within
36 hours after such default, this Agreement will terminate without liability
on the part of any non-defaulting Purchaser or the Issuers, except as
provided in Section 9. As used in this Agreement, the term "Purchaser"
includes any person substituted for a Purchaser under this Section. Nothing
herein will relieve a defaulting Purchaser from liability for its default.

               9. Survival of Certain Representations and Obligations. The
respective indemnities, agreements, representations, warranties and other
statements of the Issuers or its officers and of the several Purchasers set
forth in or made pursuant to this Agreement will remain in full force and
effect, regardless of any investigation, or statement as to the results
thereof, made by or on behalf of any Pur-


<PAGE>
<PAGE>
                                    -19-


chaser, the Issuers or any of their respective representatives, officers or
directors or any controlling person, and will survive delivery of and payment
for the Offered Securities. If this Agreement is terminated pursuant to
Section 8 or if for any reason the purchase of the Offered Securities by the
Purchasers is not consummated, the Issuers shall remain responsible for the
expenses to be paid or reimbursed by it to non-defaulting Purchasers pursuant
to Section 5 and the respective obligations of the Issuers to non-defaulting
Purchasers and the Purchasers to the Issuers pursuant to Section 7 shall
remain in effect. If the purchase of the Offered Securities by the Purchasers
is not consummated for any reason other than solely because of the
termination of this Agreement pursuant to Section 8 or the occurrence of any
event specified in clause (C), (D), (E) or (F) of Section 6(b)(ii), the
Issuers will reimburse the non-defaulting Purchasers for all out-of-pocket
expenses (including fees and disbursements of counsel) reasonably incurred by
them in connection with the offering of the Offered Securities.

               10. Notices. All communications hereunder will be in writing
and, if sent to the Purchasers will be mailed, delivered or telegraphed and
confirmed to the Purchasers, c/o Credit Suisse First Boston Corporation,
Eleven Madison Avenue, New York, N.Y. 10010-3629, Attention: Investment
Banking Department--Transactions Advisory Group, or, if sent to the Issuers,
will be mailed, delivered or telegraphed and confirmed to it at Mail-Well,
Inc., 8310 S. Valley Highway, Englewood, Colorado 80112, Attention: General
Counsel provided, however, that any notice to a Purchaser pursuant to Section
7 will be mailed, delivered or telegraphed and confirmed to such Purchaser.

               11. Successors. This Agreement will inure to the benefit of
and be binding upon the parties hereto and their respective successors and
the controlling persons referred to in Section 7, and no other person will
have any right or obligation hereunder, except that holders of Offered
Securities shall be entitled to enforce the agreements for their benefit
contained in the second and third sentences of Section 5(b) hereof against
the Issuers as if such holders were parties thereto.

               12. Representation of Purchasers. CSFBC will act for the
several Purchasers in connection with this purchase, and any action under
this Agreement taken by the Purchasers jointly or by CSFBC will be binding
upon all the Purchasers.

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

               14. APPLICABLE LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.

               Each Issuer hereby submits to the non-exclusive jurisdiction
of the Federal and state courts in the Borough of Manhattan in The City of
New York in any suit or proceeding arising out of or relating to this
Agreement or the transactions contemplated hereby.

                            (Signature Pages Follow)





<PAGE>
<PAGE>
                                      -20-

               If the foregoing is in accordance with the Purchasers'
understanding of our agreement, kindly sign and return to us one of the
counterparts hereof, whereupon it will become a binding agreement between the
Issuers and the several Purchasers in accordance with its terms.

                                         Very truly yours,
                                         MAIL-WELL I CORPORATION


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



                                         MAIL-WELL, INC.


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


                                         ABP BOOKS, INC.
                                         DISCOUNT LABELS, INC.
                                         HILL GRAPHICS, INC.
                                         MAIL-WELL COMMERCIAL PRINTING, INC.
                                         MAIL-WELL LABEL USA, INC.
                                         MAIL-WELL MEXICO HOLDINGS, INC.
                                         MAIL-WELL SERVICES, INC.
                                         MAIL-WELL TEXAS FINANCE LP
                                         MAIL-WELL WEST, INC.
                                         NATIONAL GRAPHICS COMPANY
                                         POSER BUSINESS FORMS, INC.
                                         WISCO III, L.L.C.


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



<PAGE>
<PAGE>


The foregoing Purchase Agreement
     is hereby confirmed and accepted
     as of the date first above written.


CREDIT SUISSE FIRST BOSTON CORPORATION
UBS WARBURG LLC
BANC OF AMERICA SECURITIES LLC
U.S. BANCORP PIPER JAFFRAY INC.
FIRST UNION SECURITIES, INC.
 SCOTIA CAPITAL (USA) INC.


By CREDIT SUISSE FIRST BOSTON CORPORATION


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