**Exhibit 10.62****CONSULTING AGREEMENT**     This Consulting Agreement (“Agreement”), dated February 28, 2007, is made by and betweenAmerican Reprographics Company, a Delaware corporation, (the “Company”), and LeggConsulting LLC, a Texas limited liability company (“Consultant”).     WHEREAS, the sole member of Consultant, Mark W. Legg (“Legg”), has been employed by theCompany as its Chief Financial Officer from April 6, 1998, through and including December 4, 2006;     WHEREAS, Legg remained a full-time employee of the Company from and after December 4, 2006through and including the date of this Agreement;     WHEREAS, Legg voluntarily elected to terminate the Employment Agreement, dated January 7,2005, between the Company and Legg (the “Employment Agreement”), effective February 28, 2007; and     WHEREAS, the Company and Consultant desire that Consultant provide professional services tothe Company as provided below, commencing upon termination of Legg’s full-time employment under theEmployment Agreement.     NOW, THEREFORE, in consideration of the promises and of the covenants set forth below, theparties hereto agree as follows:     1. Consulting Services. Consultant will render such professional consulting servicesto the Company related to merger & acquisition strategic planning and due diligence, transitionassistance to the Company’s current Chief Financial Officer, evaluation of fees incurred withindependent auditors and Sarbanes-Oxley compliance consultants, pending accounting matters,entertainment of the Company’s clients, and other such matters (collectively, the “ConsultingServices”), as the Company may from time to time direct.     2. Term. The term of this Agreement shall commence March 1, 2007 and continue thoughand including February 29, 2008 (the “Consulting Period”).     3. Time Commitment. The Company acknowledges that Consultant has other clients andthat, except where the nature of the Consulting Services requires that they be performed atspecific times, Consultant is free to choose the specific times at which the Consulting Serviceswill be performed; provided, however, that Consultant shall devote sufficient time to theConsulting Tasks to complete them within the time frames agreed by Consultant and the Company.     4. Consulting Fees. In consideration of performance of the Consulting Servicespursuant to Section 1 above, Consultant shall be paid a fixed fee in the sum of $24,250 per monthduring the Consulting Period, which fees shall be paid on the last
 

 
business day of each month during the Consulting Period, in accordance with the Company’snormal payment procedures (“Consulting Fees”). Consultant shall be responsible for the payment ofall taxes in connection with the Consulting Fees imposed by any taxing authority, and willindemnify the Company from any liability in connection with any assessment, penalty or interest asa result of any determination by any taxing authority that such amounts should have been withheldfrom payments to Consultant.     5. Independent Contractor. It is understood that, during the Consulting Period,Consultant shall be an independent contractor and not an employee of the Company, and that thisAgreement is not an employment agreement. Consultant shall not be deemed to be an agent, partneror joint venturer of the Company during the Consulting Period, and the Company shall not exerciseany control or supervision with respect to Consultant’s services.     6. No Conflicts. Consultant represents and warrants that (a) Consultant is not boundby, and will not enter into, any oral or written agreement with another party that conflicts in anyway with Consultant’s obligations under this Agreement; and (b) Consultant’s agreement andperformance under this Agreement do not require consent or approval of any person that has notalready been obtained.     7. Restrictive Covenants. Consultant acknowledges that (a) Consultant’s consultancyduties will bring Consultant in close contact with certain confidential affairs and trade secretsof the Company, its subsidiaries and affiliates (collectively, the “ARC Group”) not readilyavailable to the public; (b) the agreements and covenants of Consultant contained in Sections 7(a),(b) and (c) below are essential to the goodwill and business of the ARC Group; and (c) the Companywould not have entered into this Agreement but for the agreements and covenants of Consultantcontained in such sections. Accordingly, as an inducement for the Company to enter into thisAgreement, Consultant agrees that:          (a) Non-Solicitation. During the Consulting Period, and for a period of two (2) yearsafter its expiration, Consultant shall not, without prior written consent of the Company, directlyor indirectly, (i) induce or attempt to induce any employee of the ARC Group to leave the employ ofthe ARC Group, or in any way interfere with the relationship between the ARC Group and any employeethereof, (ii) hire any person within two (2) years of the last day such person was an employee ofthe ARC Group, or (iii) induce or attempt to induce any customer, supplier, licensee, licensor,franchisee or other business relation of the ARC Group to cease doing business with the ARC Group,or in any way interfere with the relationship between any such customer, supplier, licensee orbusiness relation of the ARC Group (including, without limitation, making any disparagingstatements or communications about the ARC Group).          (b) Confidential Information. During the Consulting Period and thereafter, Consultantshall continue to keep secret and retain in strictest confidence, and shall not use for its benefitor the benefit of others, except in connection with the business and affairs of the ARC Group, allconfidential information or trade secrets of the ARC
2

 
Group including, without limitation, information with respect to (i) potential acquisitions, (ii)sales figures, (iii) profit or loss figures, and (iv) customers, clients, suppliers, sources ofsupply and customer lists (collectively, “Confidential Information”) and shall not disclose theConfidential Information to anyone outside of the ARC Group except with the express written consentof the Company and except for Confidential Information which is at the time of receipt orthereafter becomes publicly known through no wrongful act of Consultant. Consultant shall deliverto the Company upon the termination of its consultancy or at any other time the Company mayrequest, all memoranda, notes, plans, records, reports, computer discs, software and otherdocuments and data in any tangible media (and copies thereof) relating to the ConfidentialInformation, Work Product (as defined below) or the business of the ARC Group which Consultant wasprovided during the Consulting Period and which Consultant may then possess or have under itscontrol.          (c) Work Product. All inventions, innovations, improvements, developments, methods,which relate to the ARC Group’s actual or anticipated business, research and development orexisting or future products or services and which are conceived, developed or made by Consultantwhile a consultant to the Company (collectively, “Work Product”) belong to the Company. Consultantshall promptly disclose such Work Product to the Company and perform all actions requested by theCompany (whether during or after the term) to establish and confirm such ownership (including,without limitation, assignments, consents, powers of attorney and other instruments). Consultantacknowledges and agrees that upon expiration or termination of this Agreement, or at the request ofthe Company from time to time, Consultant shall deliver all Work Product in its possession to theCompany.          Consultant agrees that the covenants contained in this Section 7 are necessary and reasonablein order to protect the Company in the conduct of its business and protect the Company’s goodwill,and are entered into in consideration for the Company entering into and performing under thisAgreement.          The Company and Consultant intend that each of the above restrictions in this Section 7 is tobe completely severable and independent of each other, and any invalidity or unenforceability ofany one or more of such restrictions shall not render invalid or unenforceable any one or more ofthe other restrictions.     8. Injunctive Relief. Consultant specifically recognizes that any breach of Section 7will cause irreparable injury to the Company and that actual damages may be difficult to ascertain,and in any event, may be inadequate. Accordingly (and without limiting the availability of legalor equitable, including injunctive, remedies under any other provisions of this Agreement),Consultant agrees that in the event of any such breach, the Company shall be entitled to injunctiverelief in addition to such other legal and equitable remedies that may be available.     9. Survival. Consultant agrees that the provisions in Section 7 will survive thetermination or expiration of this Agreement.
3

 
     10. Modification. In the event that any covenant set forth in Section 7 isdeemed void or unenforceable by a court for any reason, it is the parties’ intent that the courtwill modify the covenant so as to make it valid and enforceable.     11. Assignability of Agreement. The rights and duties of the parties hereunder shallnot be assignable, except that the Company may assign this Agreement and all rights and obligationshereunder to any corporation or other business entity which succeeds to all or substantially all ofthe business of the Company through merger, consolidation, corporate reorganization or byacquisition of all or substantially all of the assets of the Company provided that the corporationor other business entity assumes the obligations of the Company hereunder; provided, further,however, that such assignment shall not relieve the Company of its obligations hereunder.     12. Integration. This Agreement contains the entire agreement between the parties andsupersedes all prior oral and written agreements, understandings, commitments and practices betweenthe parties, including any prior employment agreements, whether or not fully performed before thedate of this Agreement; provided, however, that the post-employment covenants contained in theEmployment Agreement remain in effect to the extent they are consistent with and not superseded bythis Agreement such that in the event of any conflict the terms of this Agreement will prevail. Noamendments to this Agreement may be made except by a writing signed by both parties.     13. Litigation. In the event legal action is brought to enforce any of the provisionsof this Agreement or for any breach thereof, reasonable attorneys’ fees shall be awarded to theprevailing party or parties in said action.     14. Notices. All notices, requests, demands, claims, and other communicationshereunder will be in writing. Any notice, request, demand, claim, or other communication hereundershall be deemed duly given if (and then two (2) business days thereafter) it is sent by registeredor certified mail, return receipt requested, postage prepaid, and addressed to the intendedrecipient as set forth below:       If to Consultant: Legg Consulting LLC    4802 Paraiso Parkway     Austin, TX 78738    Attn: Mark W. Legg            If to the Company: American Reprographics Company    700 North Central Avenue, Suite 550     Glendale, CA 91203    Attn: Jonathan R. Mather          Any party may send any notice, request, demand, claim, or other communication hereunder to theintended recipient at the address set forth above using
4

 
any other means (including personal delivery, expedited courier, messenger service, telecopy,ordinary mail, or electronic mail), but no such notice, request, demand, claim, or othercommunication shall be deemed to have been duly given unless and until it actually is received bythe intended recipient. Any party may change the address to which notices, requests, demands,claims, and other communications hereunder are to be delivered by giving the other party notice inthe manner herein set forth.     15. Controlling Law. This Agreement is entered into in the State of California andshall be interpreted and governed by the laws of the State of California, without regard to itsconflict of law provisions.     16. Successors. Subject to Section 11 hereof, this Agreement shall be binding on andshall inure to the benefit of the parties to it and their respective successors and assigns.     17. Severability. If a court of competent jurisdiction finds any provision in thisAgreement to be invalid, such invalidity shall not affect the remainder of the Agreement. Theinvalid provision shall be deemed severed therefrom and the remainder of the Agreement shall remainenforceable in accordance with its terms and of full force and effect.     18. Counterparts. This Agreement may be executed in one or more counterparts, each ofwhich shall be deemed an original, but all of which together will constitute one and the sameinstrument.     IN WITNESS WHEREOF**,**the parties hereto have executed this Agreement on the date first abovewritten.         **AMERICAN REPROGRAPHICS COMPANY,**   **LEGG CONSULTING LLC,**a Delaware corporation   a Texas limited liability company                    /s/ Sathiyamurthy Chandramohan     /s/ Mark Legg       By: Sathiyamurthy Chandramohan     By: Mark Legg  Its: Chief Executive Officer     Its: Member
5