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[LETTERHEAD]



         August 6, 1997




         PRIVILEGED AND CONFIDENTIAL


         Geographics, Inc.
         1555 Odell Road
         Blaine, Washington 98231


         Attention:    Mr. Ronald S. Deans
                       Chairman of the Board, President and
                          Chief Executive Officer



         Gentlemen:

               This letter agreement (the "Agreement") will confirm the 
         understanding between Geographics, Inc. (the "Company") and 
         Cruttenden Roth Incorporated ("CRI" or the "Advisor") pursuant to 
         which the Company has retained CRI to render financial advisory 
         services to the Company, on the terms and subject to the conditions 
         set forth herein, in connection with: 1) an assessment of its 
         strategic financing options and at the Company's option; 2) the sale 
         of all of, or a controlling interest in, any or all of the Company's 
         operations by way of a merger, sale of assets or stock, or other
         significant transaction involving all or substantially all of, or a
         controlling interest in, the business, assets or stock of the Company
         or any of its operations or subsidiaries or any financing that provides
         additional funds to the Company (a "Transaction").

               1.   RETENTION. The Company hereby retains the Advisor on an 
         exclusive basis and the Advisor agrees to act as financial advisor 
         to the Company in connection with a Transaction or potential 
         Transaction. This Agreement shall expire on February 28, 1998 (the 
         "Expiration Date"), unless extended by mutual agreement of the 
         Company and the Advisor. Subject to the terms and conditions of this 
         Agreement, the nature and scope of the Advisor's efforts shall be 
         such as CRI deems appropriate. In connection with its advisory work, 
         the Advisor will evaluate the Company's strategic financing options 
         and will perform promptly, if appropriate, the following:

               (a)  an analysis of the Company, its business and its future 
                    operating prospects;

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               (b)  an analysis of the objectives of the Company and its 
                    shareholders' objectives, analyzing the priorities and
                    tradeoffs associated with such objectives;

               (c)  an analysis of values to be received in connection with a 
                    possible Transaction;

               (d)  delivery of a written summary of strategic financing 
                    options;

               (e)  assistance with the preparation of a confidential 
                    memorandum describing the Company and distribution of such a
                    memorandum to potential participants in a Transaction;
                    provided that all potential  participants to be contacted by
                    CRI shall have been approved by the Company in advance in
                    writing (the "Prospective Purchasers");

               (f)  the identification, the introduction to, and on-going 
                    discussions and negotiations with parties to a Transaction
                    described in (d) above;

               (g)  assistance with other matters related to closing a 
                    Transaction; and

               (h)  other studies, analyses and advisory services as deemed 
                    appropriate.

               The Company agrees to retain its own legal counsel and 
         accountants for any necessary legal and tax advice.

               2.   COMPENSATION. As compensation for services rendered and 
         to be rendered hereunder by the Advisor, the Company agrees, subject 
         to the provisions of paragraph 6 below, to pay the Advisor (or cause 
         the Advisor to be paid) non-refundable cash fees as follows:

               (a)  The Advisor shall be entitled to receive a monthly 
                    retainer fee payable in arrears in the amount of $20,000 per
                    month. The first such payment shall be paid upon the
                    acceptance of this letter.

               (b)  Upon the closing of any financing (including cash 
                    investment or loan) with parties with whom the Company has
                    already initiated discussions, the Company shall pay to 
                    CRI a cash fee of $100,000. The Company shall promptly
                    supply CRI a list of such entities in writing. Any monthly
                    retainer fees paid prior to such closing shall be credited
                    against such

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                    $100,000. Such fee shall be $100,000 irrespective of the 
                    number of participants in such financing.

               (c)  Upon execution of a letter of intent or definitive purchase
                    agreement with respect to any Transaction except that
                    described in paragraph (b) above, which is executed by an 
                    officer or director of the Company authorized to execute
                    such a letter or agreement on behalf of the Company, the
                    Company will pay CRI $100,000 for the initial Transaction
                    and $50,000 for any Transaction following the payment of any
                    Success Fee by the Company to CRI. Any monthly retainers
                    fees paid by the Company to CRI that have not already 
                    been credited against fees due under paragraph (b) above
                    shall be credited against such $100,000 up to the full
                    amount due under this paragraph (c). No such fee shall be
                    payable for parties from whom the Company has received a
                    letter of intent as of the date or the execution of this
                    letter. Such letters are appended to this letter as
                    Exhibit  II.


               (d)  In the event that a Transaction is closed (except as 
                    specified in Section 6 hereof), the Company will pay or
                    cause to be paid in cash to CRI, as provided herein, a
                    Success Fee (the "Success Fee") of $200,000 for each
                    Transaction for which payment has been made under paragraph
                    (c) and $300,000 for Transactions for which no payment has
                    been made under paragraph (c).  Up to three monthly retainer
                    fees that have not already been credited against other fees
                    payable under this Agreement shall be credited against the
                    Success Fee.

               (e)  In addition to the compensation to be paid to the Advisor 
                    as provided above, the Company shall pay to, or on behalf of
                    the Advisor, promptly as billed, all reasonable
                    out-of-pocket expenses (including all reasonable fees and
                    expenses of Advisor's counsel, and messenger, overnight
                    courier, fax, telephone, copying, printing and travel
                    related expenses) incurred by the Advisor in connection with
                    the services to be rendered hereunder, not to exceed $20,000
                    without the approval of the Company.


               3.   INDEMNITY.  As partial consideration for the services to 
    be rendered by CRI, the Company agrees to indemnify CRI and the other 
    Indemnified Persons as set forth in Exhibit I hereto, which is 
    incorporated herein and made a part hereof.

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               4.   COVENANTS OF THE COMPANY.  The Company agrees as follows:

               (a)  This Agreement is duly authorized and validly executed and 
                    delivered by the Company, and constitutes a legal, valid and
                    binding agreement of the Company.

               (b)  In connection with Advisor's activities hereunder, the
                    Company agrees to furnish the Advisor with all information
                    concerning the Company and its business, prospects,
                    operations, and financial results and condition that the
                    Advisor reasonably deems appropriate.  Such information will
                    include a memorandum, any amendments or supplements (hereto,
                    various corporate reports and any other materials used in 
                    connection with consummating the Transaction (collectively,
                    the "Offering Materials").  All of the Offering Materials,
                    and any other documents supplied to CRI or Prospective
                    Purchasers shall have been prepared, reviewed and approved
                    by the Company and shall be, to the Company's best
                    knowledge, accurate and complete in all material respects.
                    Subject to such review and approval of the Offering
                    Materials by the Company, CRI is hereby authorized and
                    directed as the company's exclusive agent to transmit to
                    Prospective Purchasers a copy or copies of the Offering 
                    Materials and any other documents delivered to CRI or
                    Prospective Purchasers by or on behalf of the company in
                    connection with the performance of CRI's services hereunder
                    or the consummation of a Transaction.  The Company shall
                    promptly advise CRI of any material development affecting
                    the Company or the Offering Materials.  In addition, the
                    Company agrees to provide the Advisor with access to the 
                    company's accountants, counsel, consultants and other
                    appropriate agents and representatives.  The Company
                    acknowledges that the Advisor may rely upon the completeness
                    and accuracy of information and data furnished to it by the
                    Company's officers, directors, employees, agents and
                    representatives without an independent verification of such
                    information and data or an appraisal of the Company's
                    assets.

               (c)  In order to coordinate the efforts to effect a Transaction
                    satisfactory to the Company and its shareholders, the
                    Company and its shareholders, officers, directors, and
                    employees will not initiate any discussions with respect to
                    a potential Transaction except with the Advisor.  Also, the
                    Company hereby confirms and acknowledges that the only
                    discussions with, or inquiries from, Prospective Purchasers 
                    with respect to a potential transaction, that have occurred
                    prior to the date of this Agreement are from the parties

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                    listed on Exhibit II, which is attached hereto.  The Company
                    hereby agrees to permit the Advisor to assist the Company in
                    any negotiations with the Prospective Purchasers listed on
                    Exhibit II.  In the event that the Company and its
                    shareholders, officers, directors, and employees receive any
                    other inquiry or are otherwise aware of the interest of any 
                    other third party concerning the availability of the company
                    for acquisition, they will promptly inform the Advisor of
                    the Prospective Purchaser and its interest and permit the
                    Advisor to assist the Company in any negotiations with such
                    Prospective Purchaser.

               5.   CONFIDENTIALITY.  Except to the extent authorized by the 
    Company or required by any Federal or state law, rule or regulation or 
    any decision or order of any court or regulatory authority, the Advisor 
    agrees that it will refrain from disclosing to any person, other than to 
    any agents, attorneys, accountants, employees, officers, and directors of 
    the Advisor who need to know the information in connection with the 
    Advisor's engagement hereunder, any confidential information which has 
    not become public about the Company that the Advisor receives from the 
    Company or its agents, attorneys or accountants in connection with the 
    services rendered hereunder.  Any advice rendered by CRI hereunder shall 
    not be disclosed publicly in any manner without CRI's written approval 
    and will be treated by the Company and CRI as confidential.  In addition, 
    CRI's advice is not intended for, and should not be relied upon by, other 
    third parties.  The Company also agrees that any reference to the Advisor 
    or any affiliate of the Advisor in any release or communication to any 
    party outside the Company is subject to the Advisor's prior approval, 
    which approval shall be unreasonably withheld or delayed.  If the 
    Advisor resigns or is terminated prior to any release or communication, 
    no reference shall be made therein to the Advisor without the Advisor's 
    prior written permission.

               6.  TERMINATION.  This Agreement may be terminated by either 
    the Company or CRI at any time prior to the Expiration Date upon written 
    notice to the other party.  In either event, the Company shall continue 
    to be liable to CRI for any unpaid compensation earned or otherwise to be 
    paid to CRI pursuant to this Agreement and provided that the expense 
    reimbursement provisions contained in paragraph 2 herein, and the 
    indemnity, contribution and expense reimbursement provisions contained in 
    paragraph 3 and Exhibit I shall remain operative and in full force and 
    effect regardless of termination, expiration, or consummation of a 
    Transaction.

    Also, if this Agreement expires or is terminated prior to consummation of 
    a Transaction and within 18 months after expiration or termination the 
    Company consummates a Transaction with a Prospective Purchaser for any 
    group that includes such Prospective

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    Purchaser or affiliate of such Prospective Purchaser, then the Company
    hereby agrees to pay CRI compensation in accordance with paragraph 2 of this
    Agreement.  For purposes of computing the fee payable pursuant to the
    preceding sentence, CRI agrees to provide the Company with a written list
    within 30 business days of expiration or termination of all Prospective
    Purchasers with whom the Advisor had discussions, on behalf of the Company,
    about a potential Transaction.

               7.   NOTICES.  Notice given pursuant to any of the provisions 
    of this Agreement shall be in writing and shall be mailed or delivered to 
    the Company at 1555 Odell Road, Blaine, Washington 98231, Attention: 
    Ronald S. Deans; and to CRI at 520 Pike Street, Suite 1010, Seattle, 
    Washington 98101, Attention: Corporate Finance Department.

               8.   ADVERTISEMENTS.  The Company agrees that the Advisor 
    shall have the right to place advertisements in financial and other 
    newspapers and journals at its own expense describing its services to the 
    Company hereunder; provided that the Advisor shall have submitted a copy 
    of any such proposed advertisement to the Company for its prior approval, 
    which approval shall not be unreasonably withheld or delayed.

               9.   CONSTRUCTION.  The Agreement incorporates the entire 
    understanding of the parties and supersedes all previous agreements and 
    shall be governed by, and construed in accordance with, the laws of the 
    State of Washington as applied to contracts made and performed in such 
    State, without regard to principles of conflicts of laws.

              10.   SEVERABILITY.  Any determination that any provision of 
    this Agreement may be, or is, unenforceable shall not affect the 
    enforceability of the remainder of this Agreement.

              11.   HEADINGS.  The section headings in this Agreement have 
    been inserted as a matter of convenience for reference and are not an 
    effective part of this Agreement.

              12.   COUNTERPARTS.  This Agreement may be executed 
    simultaneously in two or more counterparts, each of which shall be deemed 
    an original, but all of which shall constitute one and the same 
    instrument.

              13.   THIRD PARTY BENEFICIARIES.  This Agreement has been and 
    is made solely for the benefit of the Company, the Advisor and the other 
    Indemnified Persons referred to in paragraph 3 hereof and their 
    respective successors and assigns, and no other person shall acquire or 
    have any rights under or by virtue of this Agreement.

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              14.   SUCCESSION.  This Agreement shall be binding upon and 
    insure to the benefit of the Company, CRI, the Indemnified Persons and 
    their respective successors, assigns, heirs and personal representatives.

              If the foregoing terms correctly set forth our Agreement, 
    please confirm this by signing and returning to the Advisor the duplicate 
    copy of this letter.  Thereupon this letter, as signed in counterpart, 
    shall constitute our Agreement on the subject matter herein.

CRUTTENDEN ROTH INCORPORATED

By:  /s/ James M. Stearns
    ------------------------------


Confirmed and Agreed to:

Geographics, Inc.


By:  /s/ Ronald S. Deans
    ------------------------------

Title:  Chairman & C.E.O.
       ---------------------------

Date:   8/11/97
      ----------------------------

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                                  EXHIBIT I

    CRI will be acting on behalf of Geographics, Inc. (the "Company") in 
connection with the services or matters that are the subject of the Agreement 
to which this Exhibit I is attached.  Accordingly, the Company agrees to 
indemnify and hold harmless CRI and CRI's affiliates, the respective 
directors, officers, agents and employees of CRI and CRI's affiliates, and 
each other person, if any, controlling CRI or any of CRI's affiliates 
(collectively the "Indemnified Persons"), from and against any losses, claims, 
damages, liabilities or expenses (or actions, including shareholder actions, 
in respect thereof) related to or arising out of such engagement or CRI's 
role in connection therewith, and will reimburse the Indemnified Persons for 
all expenses (including out-of-pocket expenses, CRI's customary hourly 
charges for time expended in defending or preparing to defend any action or 
legal proceeding and CRI's counsel fees and expenses) as they are incurred by 
the Indemnified Persons in connection with investigating, preparing or 
defending any such action or claim, whether or not in connection with pending 
or threatened litigation in which CRI or any Indemnified Person is a party.  
The Company will not, however, be responsible for any losses, claims, 
damages, liabilities or expenses which are finally judicially determined to 
have resulted primarily from CRI's willful misconduct or gross negligence.  
The Company also agrees that none of the Indemnified Persons shall have any 
liability to the Company for or in connection with the services or matters 
pertaining to the Agreement except for any such liability for losses, claims, 
damages, liabilities or expenses incurred by the Company that results 
primarily from CRI's willful misconduct or gross negligence.  If the forgoing 
indemnity is unavailable or insufficient to hold the Indemnified Persons 
harmless, then the Company shall contribute to the amount paid or payable by 
the Indemnified Persons, in respect of the Indemnified Persons, for losses, 
claims, damages, liabilities or expenses in such proportion as appropriately 
reflects the relative benefits received by, and fault of, the Company, on the 
one hand and the Indemnified Persons, on the other, in connection with the 
matters as to which such losses, claims, damages, liabilities or expenses 
relate and other equitable consideration; provided, however, the Company 
agrees that the aggregate contribution of all Indemnified Persons shall in 
all cases be not more than the amount of fees actually received by CRI for 
its services.  It is hereby further agreed that the relative benefits to 
the Company on the one hand and the Indemnified Persons on the other with 
respect to any Transaction contemplated by the Agreement shall be deemed to 
be in the same proportion as (i) the total value of the Transaction bears to 
(ii) the fees actually paid to the CRI with respect to such Transaction.  The 
foregoing Agreement shall be in addition to any rights that CRI or any 
Indemnified Person may have at common law or otherwise.  The Company hereby 
consents to personal jurisdiction and service and venue in any court in which 
any claim which is subject to this Agreement is brought against CRI or any 
other Indemnified Person.  If any action, proceeding or investigation is 
commenced as to which an Indemnified Person demands indemnification, the 
Indemnified Person shall have the right to retain counsel of its own choice 
to represent it, the Company shall pay the reasonable fees and expenses of 
such counsel, and such counsel shall to the extent consistent with its 
professional responsibilities cooperate with the Company and any counsel 
designated by the Company; provided that the Company shall not be responsible 
for the fees and expenses of more than one counsel.