Exhibit 10.83



	EXHIBIT 10.83  




	WARRANT PURCHASE
AGREEMENT




	WORKFLOW MANAGEMENT, INC.

      240 Royal Palm Way

      Palm Beach, Florida 33480






	January 15, 2003





	To the Participants
  Listed on the Schedule
  of
Participants




	Ladies and Gentlemen:




	          The
      undersigned, Workflow Management, Inc., a Delaware corporation (hereafter,
      with its successors and assigns, the “Company”), proposes
      to sell and issue to each of the persons listed on the Schedule of Participants
      attached hereto (individually referred to herein as a “Participant”,
      and collectively referred to herein as the “Participants”)
      a Common Stock Purchase Warrant of the Company in the form of Exhibit
      A hereto, on and subject to the terms and conditions set forth in this
      Agreement. This Agreement is entered into, and each such Common Stock Purchase
      Warrant is issued, in connection with that certain Second Amended and Restated
      Credit Agreement dated as of January 15, 2003 among the Company and the
      Participants.




	          Accordingly,
for good and valuable consideration, the receipt and  sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as  follows:




	1.       DEFINITIONS.




	          In
addition to those terms defined elsewhere in this Agreement, for all  purposes of this
Agreement the following terms shall have the meanings set forth  herein or elsewhere in
the provisions hereof:





	          Affiliate
      shall mean any Person directly or indirectly controlling, controlled by
      or under direct or indirect common control with the Company (or other specified
      Person) and shall include (a) any Person who is an Executive Officer, director
      or direct or indirect beneficial holder of, or who has the right to acquire,
      at least 20% of any voting class of the then outstanding  

















	capital stock (or other shares of beneficial interest) of
      the Company (or other specified Person) and Family Members of any such Person,
      (b) any Person of which the Company (or other specified Person) or an Affiliate
      (as defined in clause (a) above) of the Company (or other specified Person)
      shall, directly or indirectly, either beneficially own or have the right
      to acquire at least 20% of any voting class of the then outstanding capital
      stock (or other shares of beneficial interest) or constitute at least a
      20% equity participant, and (c) in the case of a specified Person who is
      an individual, Family Members of such Person; provided, however,
      that neither the Participants, nor any Affiliate of the Participants, shall
      be an Affiliate of the Company for the purposes of this Agreement.




	          Bank
Affiliate. See Section 9.1 hereof.




	          Bank
Holding Company Act. See Section 9.1 hereof.




	          Charter
shall include the articles or certificate of incorporation, statute, constitution, joint
venture or partnership agreement or articles or other organizational document of any
Person other than an individual, each as from time to time amended or modified.




	          Closing.
See Section 2.2.




	          Closing
Date. See Section 2.2.




	          Commission
shall mean the Securities and Exchange Commission.




	          Common
Stock shall mean, the common stock, $0.001 par value per share, of the Company as
constituted pursuant to the Company’s Charter on and as of the date hereof, and, in
addition, any capital stock or other securities into which or for which Common Stock
shall have been reclassified, converted or exchanged pursuant to any recapitalization,
reorganization or merger of the Company and any other securities constituting
“Common Stock” under the Warrant.




	          Company.
See preamble.




	          Credit
Agreement shall mean that certain Second Amended and Restated Credit Agreement dated of
even date herewith among the Participants and the Company.




	          Demand
Registration. See Section 7.2.




	          Executive
Officer shall mean a president, vice president, treasurer, secretary, chief financial
officer, controller or principal accounting officer.




 
	 	
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	          Exercise
Price. As defined in the Warrant.




	          Family
Members shall mean, as applied to any individual, any spouse, any ancestor or
descendent, or any other relative (by blood, adoption, or marriage), within the second
degree of such individual, and each trust created for the benefit of one or more of such
Persons and each custodian of a property of one or more such Persons.




	          Fair
Market Value. As defined in the Warrant.




	          Financing
Agreements shall include this Agreement, the Securities, the Credit Agreement, and
agreements and certificates executed and delivered to any of the Participants by any
Person in connection therewith.




	          Holder.
See Section 7.1.




	          Lien
shall mean (a) any encumbrance, mortgage, pledge, lien, charge or other security
interest of any kind upon any property or assets of any character, or upon the income or
profits therefrom; or (b) any acquisition of or agreement to have an option to acquire
any property or assets upon conditional sale or other title retention agreement, device
or arrangement (including a capitalized lease); or (c) any sale, assignment, pledge or
other transfer for security of any accounts, general intangibles, or chattel paper, with
or without recourse.




	          Participant
      and Participants. See Preamble.




	          Person
shall mean an individual, partnership, corporation, limited liability company,
association, trust, joint venture, unincorporated organization, and any government,
governmental department or agency or political subdivision thereof.




	          Piggyback
Registration. See Section 7.3.




	          Public
Sale shall mean any sale of Common Stock to the public (a) pursuant to a public offering
registered under the Securities Act, (b) through a broker or market-maker pursuant to
the provisions of Rule 144 (or any successor rule) adopted under the Securities Act, or
(c) pursuant to any other public offering not required to be registered under the
Securities Act.




	          register,
registered and registration. See Section 7.1.




	          Registrable
Securities. See Section 7.1.




	          Registration
Expenses. See Section 7.8.




 
	 	
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	          Securities
shall mean, collectively, the Warrants and the shares of Warrant Stock.




	          Securities
Act shall mean the Securities Act of 1933, as amended, or any successor federal statute
or code, and the rules and regulations of the Commission thereunder, all as the same
shall be in effect at the time.




	          Small
      Business Act shall mean the Small Business Investment Act of 1958, as
      amended, or any successor federal statute, and the rules and regulations
      of the Small Business Administration thereunder, all as the same shall be
      in effect from time to time.




	          Transfer
Notice. See Section 10.2.




	          Underwriters’
Maximum Number.  See Section 7.1.




	          Warrant(s)
shall mean each Common Stock Purchase Warrant of the Company issued to the Participants
pursuant to Section 2.1 hereof and any other warrants transferred to any other holders
pursuant to Section 10 hereof or otherwise delivered in exchange or in substitution
therefor.




	          Warrant
Stock shall mean the shares of Common Stock issuable upon exercise of the Warrant and
any capital stock or other securities into which or for which such Common Stock shall
have been converted or exchanged pursuant to any recapitalization, reorganization or
merger of the Company.




	2.      SALE AND PURCHASE OF WARRANT.




	          2.1.     Sale and Purchase of Warrants. As additional consideration to the Participants for
entering into the Financing Agreements and providing financing to the Company in
accordance with the Financing Agreements, and for other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged by the Company, at the
Closing hereunder, the Company will issue to each Participant, and, subject to all of
the terms and conditions hereof and in reliance on the representations and warranties of
the Company set forth or referred to herein, each such Participant agrees, severally and
not jointly, to accept from the Company: a Common Stock Purchase Warrant evidencing the
right to purchase up to the maximum aggregate number of shares of Common Stock set forth
opposite said Participant’s name on the Schedule of Participants (in the aggregate the
Common Stock Purchase Warrants shall evidence the right to purchase up to 1,000,000
shares of Common Stock), at a purchase price per share equal to the Exercise Price, with
such number of shares and such purchase price being subject to adjustment as provided in
the Warrant. Each such Common Stock Purchase Warrant shall be substantially in the form
of Exhibit A attached hereto.




 
	 	
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	          2.2.     Closing.
      The closing of the purchase and sale of the Warrants (the “Closing”)
      will take place at the offices of Riemer & Braunstein LLP, Three Center
      Plaza, Boston, Massachusetts 02108, at 10:00 a.m. on January 15, 2003, or
      at such other time, date and place as the parties hereto may agree upon
      (the “Closing Date”). At the Closing, the Company will
      (among other things) deliver to the Participants the Warrants. The Warrants
      will be issued to the Participants or any nominee specified by the Participants
      on the Closing Date and registered in the Participant’s name or the
      name of such specified nominee in the Company’s records.




	3.      REPRESENTATIONS AND WARRANTIES.




	          In
order to induce the Participants to enter into this Agreement and to  acquire the
Warrants, the Company hereby represents and warrants as follows as  of the Closing Date:




	          3.1.     Organization and Good Standing. The Company is duly organized and existing in good
standing in the State of Delaware and is duly qualified as a foreign corporation and
authorized to do business in all other jurisdictions in which the nature of its business
or property makes such qualification necessary, except where the failure to be so
qualified would not have a material adverse effect on the Company’s business or
financial condition. The Company has the corporate power to own its properties and to
carry on its business as now conducted and as proposed to be conducted.




	          3.2.     Authorization, The execution, delivery and performance by the Company of this Agreement,
and the issuance and sale by the Company of the Securities hereunder, (a) are within the
Company’s corporate power and authority, (b) have been duly authorized by all necessary
corporate proceedings, and (c) do not conflict with, or result in any breach of any
provision of or the creation of any Lien upon, any of the property of the Company under,
or require any consent or approval pursuant to, the Charter or bylaws of the Company, or
any law, regulation, order, judgment, writ, injunction, license, permit, agreement or
instrument.




	          3.3.     Enforceability. The execution and delivery by the Company of this Agreement, and the
issuance and sale by the Company of the Securities hereunder, will result in legally
binding obligations of the Company, enforceable against the Company in accordance with
the respective terms and provisions hereof and thereof, except to the extent that (a)
such enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or
other laws relating to or affecting generally the enforcement of creditors’ rights, (b)
the availability of the remedy of specific performance or injunctive or other equitable
relief is subject to the discretion of the court before which any proceeding therefor
may be brought, and (c) the enforceability of the indemnities and contribution
provisions contained in Section 7 hereof may be limited under federal securities laws.




 
	 	
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	          3.4.     Governmental Approvals. Subject to the accuracy of the Participants’ respective
representations set forth in Section 4 hereof, the execution, delivery and performance
by the Company of this Agreement and the issuance and sale of the Securities hereunder,
do not require the approval or consent of, or any filing with, any governmental
authority or agency.




	          3.5.     Capitalization.




	                    (a)
The Company is authorized to issue up to150,000,000 shares of Common Stock  and up to
1,000,000 shares of preferred stock. At the Closing, the Company has  approximately
13,229,207 shares of Common Stock and no shares of preferred stock  issued and
outstanding. All of the outstanding shares of Common Stock have been  duly and validly
issued, are fully paid and non-assessable.




	               
           (b) Reservation, Etc.   Sufficient
      shares of the authorized but unissued Common Stock have been reserved by
      appropriate corporate action in connection with the prospective exercise
      of the Warrants. The issuance of the Warrants and the shares of Warrant
      Stock upon the exercise of the Warrants will not require any further corporate
      action by the stockholders or directors of the Company, are not subject
      to preemptive rights in any stockholders of the Company or other Persons,
      and do not conflict with any provision of any agreement, contract, lease,
      license, mortgage, indenture, deed of trust or instrument to which the Company
      is a party or by which it is bound, and such Common Stock, when issued upon
      exercise of the Warrants in accordance with their respective terms or upon
      conversion, will be duly authorized, validly issued, fully paid and non-assessable.




	          3.6.     Governmental Regulations. The Company is not a “holding company”, or a
“subsidiary company” of a “holding company” or an
“affiliate” of a “holding company”, as such terms are defined in the
Public Utility Holding Company Act of 1935; nor is the Company a “registered
investment company”, or an “affiliated person” or a “principal
underwriter” of a “registered investment company”, as such terms are
defined in the Investment Company Act of 1940, as amended.




	          4.     INVESTMENT REPRESENTATIONS.




	          Each
Participant, severally and not jointly with any other Participant, represents and
warrants to the Company as follows: (a) that it is (i) an “accredited
investor” within the meaning of Rule 501(a) promulgated under the Securities Act,
and (ii) acquiring the Securities for investment and not with a view to selling or
otherwise distributing the Securities in violation of applicable federal and state
securities laws; provided, however, that the disposition of a Participant’s property
shall at all times be and remain in the Participant’s control, subject to the provisions
of Section 10 hereof; (b) it has such knowledge and experience in financial and business
matters that it is capable of evaluating the merits and risks of its investment in the 




 
	 	
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	Warrant and  Warrant Stock; and (c) it has had
an opportunity to ask questions of and receive  answers from the Company concerning the
terms and conditions of this investment.  Each Participant further acknowledges that it
has received from the Company the  following documents filed by the Company with the
Commission pursuant to the  Securities Exchange Act of 1934, as amended: (i) Annual
Report on Form 10-K for  the fiscal year ended April 30, 2002; (ii) Proxy Statement for
2002 Annual  Meeting of Stockholders, (iii) 2002 Annual Report to Stockholders, and (iv)
Quarterly Reports on Form 10-Q for the quarters ended July 31, 2002 and October  31, 2002.




	          5.     CONDITIONS TO PURCHASE




	          Each
Participant’s obligation to acquire such Participant’s Warrant  pursuant to this
Agreement is several and not joint with any other Participant,  and is subject to
compliance by the Company with its agreements herein  contained, and to the satisfaction,
on or prior to the Closing Date, of the  following conditions:




	          5.1.     Charter Documents; Good Standing Certificate. The Participants shall have received from
the Company a copy, certified by a duly authorized officer of the Company to be true and
complete as of the Closing Date, of the Charter and the by-laws of the Company; and a
certificate, dated a date satisfactory to the Participants, of the Secretary of State or
other appropriate official of each state in which the Company is incorporated or
qualified to do business, as to the Company’s corporate good standing or qualification
to do business in such state, as the case may be.




	          5.2.     Proof of Corporate Action. The Participants shall have received from the Company copies,
certified by a duly authorized officer thereof to be true and complete as of the Closing
Date, of the records of all corporate action taken to authorize the execution, delivery
and performance of this Agreement.




	          5.3.     Incumbency Certificate. The Participants shall have received from the Company an
incumbency certificate, dated the Closing Date, signed by a duly authorized officer
thereof and giving the name and bearing a specimen signature of each individual who
shall be authorized to sign, in the name and on behalf of the Company, this Agreement,
and to give notices and to take other action on behalf of the Company under each of such
documents.




	          5.4.     Legal Opinion. The Participants shall have received from counsel to the Company their
favorable opinion covering such matters with respect to the transactions contemplated by
this Agreement as the Participants may reasonably request.




	          5.5.     Representations and Warranties; Officers’ Certificates. The representations and
warranties contained herein shall be true and correct on and as of the Closing Date. The 




 
	 	
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	Company shall have performed and complied with
all conditions  and agreements required to be performed or complied with by it prior to
the  Closing; and the Participants shall have received on the Closing Date a  certificate
to these effects signed by an authorized officer of the Company.




	          5.6.     Legality; Governmental Authorization. The purchase of the Securities shall not be
prohibited by any law or governmental order or regulation, and shall not subject the
Participants to any penalty, special tax, or other onerous condition. All necessary
consents, approvals, licenses, permits, orders and authorizations of, or registrations,
declarations and filings with, any governmental or administrative agency or of or with
any other Person, with respect to any of the transactions contemplated by this Agreement
or any of the Financing Agreements shall have been duly obtained or made and shall be in
full force and effect; provided, however, that the Company shall file a Form D under
the Securities Act (and any applicable state securities laws) after the Closing Date.




	          5.7.     General. All instruments and legal, governmental, administrative and corporate
proceedings in connection with the transactions contemplated by this Agreement shall be
reasonably satisfactory in form and substance to the Participants, and the Participants
shall have received copies of all documents, including, without limitation, records of
corporate or other proceedings, opinions of counsel, consents, licenses, approvals,
permits and orders which the Participants may have requested in connection therewith.




	6.      SUBSEQUENT HOLDERS OF SECURITIES.




	          Whether
or not any express assignment has been made in this Agreement,  the provisions of this
Agreement that are for a Participant’s benefit as the  holder of any Securities are also
for the benefit of, and enforceable by, all  subsequent holders of Securities. Transfer
by a Participant is subject to prior  notice to the Company and reasonable confirmation
by counsel acceptable to the  Company that such transfer may be made in compliance with
applicable law.




	7.      REGISTRATION RIGHTS; PUT OPTION.




	          7.1.     Definitions. As used in this Section 7:




	          Holder
means each Participant and any Person to whom any Registrable Securities are transferred
in accordance with the provisions hereof. A Holder shall, for all purposes of this
Section 7, unless the context shall otherwise require, be deemed to hold, at any
particular time, all shares of Warrant Stock issuable upon exercise of the Warrants held
of record by such Holder at such time.




 
	 	
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	          register,
      registered and registration refer to a registration effected
      by preparing and filing a registration statement in compliance with the
      Securities Act and the declaration or ordering by the Commission of effectiveness
      of such registration statement.




	          Registrable
Securities means, at any particular time, all shares of Warrant Stock (a) issuable upon
exercise of the Warrants at such time, and/or (b) issued and outstanding at such time.
As to any particular Registrable Securities, once issued such securities shall cease to
be Registrable Securities when (a) a registration statement with respect to the sale of
such securities shall have become effective under the Securities Act and such securities
shall have been disposed of in accordance with such registration statement, (b) they
shall have been sold to the public pursuant to Rule 144 (or any successor provision)
under the Securities Act, (c) they shall have been otherwise transferred, new
certificates for them not bearing a legend restricting further transfer shall have been
delivered by the Company and, in the opinion of counsel reasonably satisfactory to the
Company, subsequent public distribution of them shall not require registration or
qualification of them under the Securities Act or any similar state law then in force,
or (d) they shall have ceased to be outstanding.




	          Underwriters’
      Maximum Number means for any Demand Registration, Piggyback Registration
      or other registration which is an underwritten registration, that number
      of securities to which such registration should, in the opinion of the managing
      underwriters of such registration in the light of marketing factors, be
      limited.




	          7.2.     Demand Registration.




	                    (a)
      Request for Demand Registration.




	 	     (i)
Subject to the limitations contained in the following paragraphs of this Section
7.2, the Holders of more than fifty percent (50%) of all Registrable Securities at any
time outstanding may at any time give to the Company, pursuant to this clause (i), a
written request for the registration by the Company under the Securities Act of all or
any part of the Registrable Securities of such Holders (such registration being
herein called a Demand Registration); provided, that, at the time of any such written
request for a Demand Registration, the aggregate price to the public for all
Registrable Securities proposed to be included therein would reasonably be
expected to exceed $500,000 (based on the then-current market price). Within 15
days after the receipt by the Company of any such written request, the Company will
give written notice of such registration request to all Holders of Registrable Securities.




	 	     (ii)
Subject to the  limitations  contained in the following  paragraphs of this Section 7.2,
after the receipt  of such written  request for a Demand  Registration,  (A) the Company
will be  obligated  and required to  include in such Demand  Registration  all




 
	 	
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	 	Registrable
Securities with respect to which the Company shall  receive from Holders of  Registrable
Securities,  within 30 days after the date on which the Company shall  have  given to all
Holders a written notice of registration  request pursuant to Section  7.2(a)(i) hereof,
the written requests of such Holders for inclusion in such Demand  Registration,  and (B)
the Company will  use its  reasonable  best  efforts in good faith  to cause a
registration  statement  to be filed,  and to  become  effective,  as  expeditiously  as
reasonably  possible.  All written  requests made by Holders of  Registrable  Securities
pursuant  to this clause  (ii) will  specify the number of  shares of  Registrable
Securities  to be  registered  and will also  specify the  intended  method of
disposition  thereof.  Such  method of disposition  shall,  in any  case, be an
underwritten  offering if an  underwritten  offering is  requested by  Holders of not
less than fifty  percent  (50%) of the  Registrable  Securities to be  included  in such
Demand Registration.




	 	(b)    Limitations on Demand Registration.




	 	     (i)
Except as set forth below, the Holders of Registrable Securities shall  jointly be
entitled to require the Company to effect an underwritten  Demand Registration pursuant
to Section 7.2(a) hereof on only two (2)  occasions and the Company will use its
reasonable best efforts in good  faith to cause any such registration statement to be
filed and to  become effective as expeditiously as shall be reasonably possible.




	 	     (ii)
Any registration initiated by Holders of Registrable Securities as a  Demand Registration
pursuant to Section 7.2(a) hereof shall not count  as a Demand Registration for purposes
of Section 7.2(b)(i) hereof  unless and until such registration shall have become
effective.




	 	     (iii) The Company shall
      not be obligated or required to effect the Demand Registration of any Registrable
      Securities pursuant to Section 7.2(a) or Section 7(b)(iv) hereof within
      180 days after the effective date of any registration involving an underwritten
      offering of the Company pertaining to any underwritten registration
      initiated by the Company provided such registration was (A) solely for the
      account of the Company, or (B) partly for the account of the Company and
      in which at least seventy-five percent (75%) of the Registrable Securities
      requested to be included therein by the Holders were so included.




	 	     (iv)    Registrations on Form S-3. If at any time a Holder or Holders of Registrable
Securities request in writing that the Company file a registration statement on Form
S-3 (or any successor thereto relating to secondary offerings) for a public offering
of all or any portion of the shares of Registrable Securities held by such requesting
Holder or Holders, the aggregate price to the public of such offering would
reasonably be expected to exceed $250,000 (based on the then current market price), and
the Company




 
	 	
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	 	is a registrant entitled to use Form S-3 or any
      successor thereto to register such shares, then the Company shall use its
      reasonable best efforts in good faith to cause a registration statement
      on Form S-3 under the Securities Act (or any successor form relating to
      secondary offerings) to be filed and to become effective as expeditiously
      as shall be reasonably possible, for public sale in accordance with the
      method of disposition specified in such notice of the number of shares of
      Registrable Securities specified in such notice; provided, however,
      that the Company shall not be obligated to register Registrable Securities
      under this Section 7.2(b)(iv) on more than one occasion in any six-month
      period for any Holder. The number of registrations on Form S-3 that may
      be requested by any Holder of Registrable Securities shall be unlimited.




	 	     (v)
Notwithstanding  the  foregoing,  with respect to any request for a Demand  Registration
made pursuant to  Section  7.2(a)  hereof or a Form S-3  registration  made  pursuant to
Section  7.2(b)(iv)  above,  if the  Company shall furnish to the Holders of  Registrable
Securities  requesting  such Demand  Registration  a  certificate  signed by the chief
executive  officer of the Company stating that in the good faith judgment  of the Board
of  Directors  of the  Company  it would be  seriously  detrimental  to the  Company  and
its  stockholders  for such  Demand  Registration  or Form S-3  registration  to be
effected at the date filing  would be required,  and it is therefore essential to delay
the effecting of such Demand Registration,  the  Company  shall have an  additional
period of not more than ninety  (90) days within  which to effect such  Demand
Registration;  provided,  however, that the Company may exercise its delay right under
this Section  7.2(b)(v) not more than once during any twelve (12) month period.




 
	 	
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          (c)     Priority on
      Demand Registrations. If the managing underwriters in any Demand Registration
      shall give written advice to the Company and the Holders of Registrable
      Securities to be included in such registration of an Underwriters’
      Maximum Number, then: (i) the Company will be obligated and required to
      include in such registration that number of Registrable Securities requested
      by the Holders thereof to be included in such registration which does not
      exceed the Underwriters’ Maximum Number, and such number of Registrable
      Securities shall be allocated pro rata among the Holders of such
      Registrable Securities on the basis of the number of Registrable Securities
      requested to be included therein by each such Holder; (ii) if the Underwriters’
      Maximum Number exceeds the number of Registrable Securities requested by
      the Holders thereof to be included in such registration, then the Company
      will be entitled to include in such registration that number of securities
      which shall have been requested by the Company to be included in such registration
      for the account of the Company and which shall not be greater than such
      excess; and (iii) if the Underwriters’ Maximum Number exceeds the sum
      of the number of Registrable Securities which the Company shall be required
      to include in such Demand Registration and the number of securities which
      the Company proposes to offer and sell for its own account in such registration,
      then the Company may include in such registration that number of other securities
      which persons (other than the Holders as such) shall have requested be included
      in such registration and which shall not be greater than such excess. Neither
      the Company nor any of its securityholders (other than Holders of Registrable
      Securities) shall be entitled to include any securities in any underwritten
      Demand Registration unless the Company or such securityholders (as the case
      may be) shall have agreed in writing to sell such securities on the same
      terms and conditions as shall apply to the Registrable Securities to be
      included in such Demand Registration.




	                
    (d)     Selection of Underwriters. If any Demand Registration or any registration effected
pursuant to Section 7.2 hereof is an underwritten offering, or a best efforts
underwritten offering, the investment bankers and managing underwriters in such
registration will be selected by the Company, subject to the approval of Holders of at
least a majority of the Registrable Securities to be included in such registration,
such approval not to be unreasonably withheld.




	          7.3.     Piggyback Registrations.




	 	(a)       Rights to
Piggyback.




	 	     (i)      If   
(and on each occasion that) the Company proposes to register any of its
securities under the Securities Act on Forms S-1, S-2, or S-3 (or any successors
thereto) either for the Company’s own account or for the account of any of its
securityholders (each such registration not withdrawn or abandoned prior to the
effective date thereof being herein called a “Piggyback Registration”),
the Company will, at its expense, give written notice to all Holders of
Registrable Securities of such proposal not later than the earlier to occur of (A)
the tenth day following the receipt by the Company of notice of




 
	 	
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	 	exercise of
any  registration  rights by any  persons,  and (B) twenty (20) days prior to the
anticipated  filing date of such Piggyback Registration.




	 	     (ii)    
Subject  to the  provisions  contained  in  paragraphs  (b) and (c) of this  Section  7.3
and in the  last  sentence  of this  clause  (ii),  (A) the  Company  will be  obligated
and  required  to  include in each  Piggyback  Registration  all  Registrable  Securities
with respect to which the Company shall receive from  Holders of  Registrable
Securities,  within 15 days after the date on which the Company  shall have given
written  notice of such  Piggyback  Registration  to all  Holders of  Registrable
Securities  pursuant to  Section  7.3(a)(i)  hereof,  the  written  requests  of such
Holders  for  inclusion  in  such  Piggyback  Registration,  and (B)  subject  to the
right of the  Company  to abandon  or  withdraw  any  registration  initiated  by it at
any time,  the Company will use its  reasonable  best efforts in good faith to cause a
registration  statement  including  such  Registrable  Securities  to be filed and to
become  effective as  expeditiously as shall be reasonably  possible.  The Holders of
Registrable  Securities shall be permitted  to  withdraw  all  or any  part  of  the
Registrable  Securities  of  such  Holders  from  any  Piggyback  Registration  at any
time prior to the effective  date of such  Piggyback  Registration.  The Company will
not be obligated or required to include any  Registrable  Securities in any  registration
effected solely  to  implement an employee  benefit  plan or issued as  consideration  in
connection  with an arms’ length  acquisition.




	                
          (b)     Priority on
      Primary Registrations. If a Piggyback Registration is an underwritten
      primary registration initiated by the Company, and the managing underwriters
      shall give written advice to the Company of an Underwriters’ Maximum
      Number, then (i) the Company shall be entitled to include in such registration
      that number of securities which the Company proposes to offer and sell for
      its own account in such registration and which does not exceed the Underwriters’
      Maximum Number; (ii) if the Underwriters’ Maximum Number exceeds the
      number of securities which the Company proposes to offer and sell for its
      own account in such registration, then the Company will be obligated and
      required to include in such registration that number of Registrable Securities
      requested by the Holders thereof to be included in such registration and
      which does not exceed such excess and such Registrable Securities shall
      be allocated for inclusion pro rata among the Holders thereof on
      the basis of the number of Registrable Securities requested to be included
      therein by such Holders; and (iii) if the Underwriters’ Maximum Number
      exceeds the sum of the number of Registrable Securities which the Company
      shall be required to include in such registration and the number of securities
      which the Company proposes to offer and sell for its own account in such
      registration, then the Company may include in such registration that number
      of other securities which persons shall have requested be included in such
      registration and which shall not be greater than such excess.




 
	 	
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    (c)     Priority on Secondary Registrations. If any Piggyback Registration is an underwritten
secondary registration initiated by holders of the Company’s securities (other than the
Holders) and the managing underwriters shall give written advice to the Company of an
Underwriters’ Maximum Number for such registration, then: (i) the Company will be
obligated and required to include in such registration both (x) the number of securities
requested by the holders initiating such Piggyback Registration and (y) the number of
Registrable Securities requested by the Holders thereof to be included in such
registration, which together in the aggregate do not exceed the Underwriters’ Maximum
Number and if such requests in the aggregate exceed the Underwriters’ Maximum Number,
then such Registrable Securities shall be allocated for inclusion pro rata among the two
different groups of holders identified in clauses (x) and (y) of this paragraph on the
basis of the number of securities requested to be included therein by each such group of
holders (and shall be further allocated for inclusion pro rata among the holders within
each such group of holders identified in clauses (x) and (y) of this paragraph on the
basis of the number of Registrable Securities requested to be included therein by the
holders within each group); and (ii) if the Underwriters’ Maximum Number exceeds the sum
of the number of Registrable Securities which the Company shall be required to include
in such registration and the number of securities to be included in such registration by
holders initiating such registration, then the Company may include in such registration
that number of securities for its own account which shall not be greater than such
excess.




	                
    (d)     Selection of Underwriters. In any Piggyback Registration, the Company shall (unless the
Company shall otherwise agree) have the right to select the investment bankers and
managing underwriters in such registration.




	          7.4.     Restrictions on Public Sale by the Company. The Company agrees not to effect any public
sale or other distribution of its equity securities, or any securities convertible into
or exchangeable or exercisable for such equity securities, during the period commencing
the thirtieth day prior to, and ending on the effective date of any underwritten Demand
Registration or Piggyback Registration, except in connection with any such underwritten
registration.




	          7.5.     Registration Procedures. If (and on each occasion that) the Company shall become
obligated to effect any registration of any Registrable Securities hereunder, the
Company will use its reasonable best efforts in good faith to effect the registration of
such Registrable Securities under the Securities Act and to permit the public offering
and sale of such Registrable Securities in accordance with the intended method of
disposition thereof, and, in connection therewith, the Company, as expeditiously as
reasonably possible, will:




 
	 	
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         (a)
prepare and file with the Commission a registration statement with respect to such
Registrable Securities and use its best efforts to cause such registration statement to
become effective (provided, that before filing a registration statement or prospectus or
any amendments or supplements thereto, the Company will furnish to one legal counsel
selected by the holders of a majority of the Registrable Securities covered by such
registration statement, copies of all such documents proposed to be filed, which
documents will be subject to the timely review of such counsel);




	          
          (b)
prepare and file with the Commission such amendments and supplements to  such
registration statement and the prospectus used in connection  therewith as may be
necessary to keep such registration statement  effective for not more than three (3)
months, and, to the extent within  the control of the Company, comply with the provisions
of the  Securities Act with respect to the disposition of all securities  covered by such
registration statement during such effective period in  accordance with the intended
methods of disposition by the sellers  thereof set forth in such registration statement;




	          
          (c)
furnish to each Holder selling Registrable Securities such number of  copies of such
registration statement, each amendment and supplement  thereto, the prospectus included
in such registration statement  (including each preliminary prospectus and each
prospectus filed under  Rule 424 of the Securities Act) and such other documents as each
such  seller may reasonably request in order to facilitate the disposition of  the
Registrable Securities owned by each such Holder;




	                    (d)
use its best efforts to register or qualify such Registrable Securities under such other
securities or blue sky laws of such jurisdictions as any seller reasonably requests, use
its best efforts to keep each such registration or qualification effective, during the
period such registration statement is required to be kept effective (as specified in
Section 7.5(b) hereof), and do any and all other acts and things which may be reasonably
necessary or advisable to enable such seller to consummate the disposition in such
jurisdictions of the Registrable Securities owned by such seller; provided that the
Company will not be required (i) to qualify generally to do business in any jurisdiction
where it would not otherwise be required to qualify but for this subparagraph (d), or
(ii) to subject itself to taxation in any such jurisdiction;




 
	 	
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	                    (e)
notify each seller of such Registrable Securities, at any time when a prospectus
relating thereto is required to be delivered under the Securities Act, of the happening
of any event as a result of which the prospectus included in such registration statement
contains an untrue statement of a material fact or omits any fact necessary to make the
statements therein not misleading, and, at the request of any such seller, the Company
will promptly prepare (and, when completed, give notice to each seller of Registrable
Securities) a supplement or amendment to such prospectus so that, as thereafter
delivered to the purchasers of such Registrable Securities, such prospectus will not
contain an untrue statement of a material fact or omit to state any fact necessary to
make the statements therein not misleading; provided that upon such notification by the
Company, each seller of such Registrable Securities will not offer or sell such
Registrable Securities until the Company has notified such seller that it has prepared
a supplement or amendment to such prospectus and delivered copies of such supplement or
amendment to such seller;




	                    (f)
cause all such Registrable Securities to be listed, prior to the date  of the first sale
of such Registrable Securities pursuant to such  registration on each securities exchange
or automated quotation  systems, if any, on which similar securities issued by the
Company are  then listed;




	                    (g)
provide a transfer agent and registrar for all such Registrable  Securities not later
than the effective date of such registration  statement;




	                    (h)
enter into such customary agreements (including underwriting agreements  in customary
form) as the underwriters, if any, reasonably request in  order to expedite or facilitate
the disposition of such Registrable  Securities;




	                    (i)
make available for inspection on a confidential basis by any Holder  that is a seller of
Registrable Securities, any underwriter  participating in any disposition pursuant to
such registration  statement, and any attorney, accountant or other agent retained by any
such seller or underwriter, all financial and other records, pertinent  corporate
documents and properties of the Company, and cause the  Company’s officers, directors,
employees and independent accountants to  supply on a confidential basis all information
reasonably requested by  any such seller, underwriter, attorney, accountant or agent in
connection with such registration statement;




 
	 	
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	                    (j)
permit any holder of Registrable Securities which holder, in its sole  and exclusive
judgment, acting in good faith, might be deemed to be an  underwriter or a controlling
person of the Company within the meaning  of Section 15 of the Securities Act, to
participate in the preparation  of such registration or comparable statement and to
permit the  insertion therein of material, furnished to the Company in writing,  which in
the reasonable judgment of such holder and its counsel should  be included, provided that
such material shall be furnished under such  circumstances as shall cause it to be
subject to the indemnification  provisions provided pursuant to Section 7.9 hereof; and




	                    (k)
in the event of the issuance of any stop order suspending the  effectiveness of a
registration statement, or of any order suspending  or preventing the use of any related
prospectus or suspending the  qualification of any Registrable Securities included in
such  registration statement for sale in any jurisdiction, the Company will  use its best
efforts promptly to obtain the withdrawal of such order.




	          7.6.     Cooperation by Prospective Sellers, Etc.




	                    (a)
Each prospective seller of Registrable Securities will furnish to the  Company in writing
such information as the Company may reasonably  require from such seller, and otherwise
reasonably cooperate with the  Company in connection with any registration statement with
respect to  such Registrable Securities.




	                    (b)
The failure of any prospective seller of Registrable Securities to  furnish any
information or documents in accordance with any provision  contained in this Section 7
shall not affect the obligations of the  Company under this Agreement to any remaining
sellers who furnish such  information and documents unless in the reasonable opinion of
counsel  to the Company or the underwriters, such failure impairs or may impair  the
viability of the offering or the legality of the registration  statement or the
underlying offering.




	                    (c)
The Holders of Registrable Securities included in any registration  statement will not
(until further notice) effect sales thereof after  receipt of telegraphic or written
notice from the Company to suspend  sales to permit the Company to correct or update such
registration  statement or prospectus; but the obligations of the Company with  respect
to maintaining any registration statement current and effective  shall be extended by a
period of days equal to the period such  suspension is in effect.




	          7.7.     Intentionally Omitted.




	          7.8.     Registration Expenses.




 
	 	
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	                    (a)
All costs and expenses incurred or sustained in connection with or arising out of each
registration pursuant to Sections 7.2 and 7.3 hereof, including, without limitation, all
registration and filing fees, fees and expenses of compliance with securities or blue
sky laws (including reasonable fees and disbursements of counsel for the underwriters
in connection with the blue sky qualification of Registrable Securities), printing
expenses, messenger, telephone and delivery expenses, fees and disbursements of counsel
for the Company, reasonable fees and disbursements of not more than one (1) counsel
representing the Holders of Registrable Securities, fees and disbursements of all
independent certified public accountants (including the expenses relating to the
preparation and delivery of any special audit or “cold comfort” letters
required by or incident to such registration), and fees and disbursements of
underwriters (excluding discounts and commissions), the reasonable fees and expenses of
any special experts retained by the Company of its own initiative or at the request of
the managing underwriters in connection with such registration, and fees and expenses of
all (if any) other persons retained by the Company (all such costs and expenses being
herein called, collectively, the “Registration Expenses”), will be borne and
paid by the Company. The Company will, in any case, pay its internal expenses
(including, without limitation, all salaries and expenses of its officers and employees
performing legal or accounting duties), the expense of any annual audit, and the fees
and expenses incurred in connection with the listing of the securities to be registered
on each securities exchange or automated quotation system on which similar securities
of the Company are then listed.




	                    (b)
The Company will not bear the cost of nor pay for any (i) stock  transfer taxes imposed
in respect of the transfer of any Registrable  Securities to any purchaser thereof by any
Holder of Registrable  Securities in connection with any registration of Registrable
Securities pursuant to this Section 7, or (ii) underwriters’ fees,  commissions or
discounts in respect of Registrable Securities sold in  such registration.




	          7.9.     Indemnification.




 
	 	
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               (a)     Indemnification
      by the Company. The Company will indemnify each Holder requesting or
      joining in a registration and each underwriter of the securities so registered,
      the officers, directors and partners of each such Person and each Person
      who controls any thereof (within the meaning of the Securities Act) against
      any and all claims, losses, damages and liabilities (or actions in respect
      thereof) arising out of or based on any untrue statement (or alleged untrue
      statement) of any material fact contained in any prospectus, offering circular
      or other document incident to any registration, qualification or compliance
      (or in any related registration statement, notification or the like) or
      any omission (or alleged omission) to state therein any material fact required
      to be stated therein or necessary to make the statements therein not misleading,
      or any violation by the Company of any rule or regulation promulgated under
      the Securities Act applicable to the Company and relating to any action
      or inaction required of the Company in connection with any such registration,
      qualification or compliance, and the Company will reimburse each such Holder,
      underwriter, officer, director, partner and controlling person for any legal
      and any other expenses reasonably incurred in connection with investigating
      or defending any such claim, loss, damage, liability or action; provided,
      however, that the Company will not be liable in any such case to
      the extent that any such claim, loss, damage or liability arises out of
      or is based on any untrue statement or omission based upon written information
      furnished to the Company in an instrument duly executed by such Holder,
      underwriter, officer, director, partner or controlling person and stated
      to be specifically for use in such prospectus, offering circular or other
      document (or related registration statement, notification or the like) or
      any amendment or supplement thereto.




 
	 	
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                 (b)    Indemnification
      by Each Holder. Each Holder requesting or joining in a registration
      will indemnify each underwriter of the securities so registered, the Company
      and its officers and directors and each person, if any, who controls any
      thereof (within the meaning of the Securities Act) and their respective
      successors in title and assigns against any and all claims, losses, damages
      and liabilities (or actions in respect thereof) arising out of or based
      on any untrue statement by such Holder (or alleged untrue statement) of
      any material fact contained in any prospectus, offering circular or other
      document incident to any registration, qualification or compliance (or in
      any related registration statement, notification or the like) or any omission
      (or alleged omission) to state therein any material fact required to be
      stated therein or necessary to make the statement therein not misleading,
      or any violation by such Holder of any rule or regulation promulgated under
      the Securities Act applicable to such Holder and relating to any action
      or inaction required of such Holder in connection with any such registration,
      qualification or compliance, and such Holder will reimburse each underwriter,
      the Company and each other person indemnified pursuant to this paragraph
      (b) for any legal and any other expenses reasonably incurred in connection
      with investigating or defending any such claim, loss, damage, liability
      or action; provided, however, that this paragraph (b) shall
      apply only if (and only to the extent that) such statement or omission was
      made in reliance upon written information furnished to such underwriter
      or the Company in an instrument duly executed by any such Holder and stated
      to be specifically for use in such prospectus, offering circular or other
      document (or related registration statement, notification or the like) or
      any amendment or supplement thereto; and provided further, that,
      except in case of a Holder’s willful misconduct or fraud, such Holder’s
      liability hereunder with respect to any particular registration shall be
      limited to an amount equal to the net proceeds received by such Holder from
      the Registrable Securities sold by such Holder in such registration.




 
	 	
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	                     (c)     Indemnification
      Proceedings. Each party entitled to indemnification pursuant to this
      Section 7.9 (the “indemnified party”) shall give notice
      to the party required to provide indemnification pursuant to this Section
      7.9 (the “indemnifying party”) promptly after such indemnified
      party acquires actual knowledge of any claim as to which indemnity may be
      sought, and shall permit the indemnifying party (at its expense) to assume
      the defense of any claim or any litigation resulting therefrom; provided
      that counsel for the indemnifying party, who shall conduct the defense of
      such claim or litigation, shall be reasonably acceptable to the indemnified
      party, and the indemnified party may participate in such defense at such
      party’s expense; and provided, further, that the failure
      by any indemnified party to give notice as provided in this paragraph (c)
      shall not relieve the indemnifying party of its obligations under this Section
      7.9 except to the extent that the failure results in a failure of actual
      notice to the indemnifying party and such indemnifying party is damaged
      solely as a result of the failure to give notice. No indemnifying party,
      in the defense of any such claim or litigation, shall, except with the consent
      of each indemnified party, consent to entry of any judgment or enter into
      any settlement which does not include as an unconditional term thereof the
      giving by the claimant or plaintiff to such indemnified party of a release
      from all liability in respect to such claim or litigation. The reimbursement
      required by this Section 7.9 shall be made by periodic payments during the
      course of the investigation or defense, as and when bills are received or
      expenses incurred.




	          7.10.     Contribution
      in Lieu of Indemnification. If the indemnification provided for in Section
      7.9 hereof is unavailable to a party that would have been an indemnified
      party under any such Section in respect of any losses, claims, damages or
      liabilities (or actions in respect thereof) referred to therein, then each
      party that would have been an indemnifying party thereunder shall, in lieu
      of indemnifying such indemnified party, contribute to the amount paid or
      payable by such indemnified party as a result of such losses, claims, damages
      or liabilities (or actions in respect thereof) in such proportion as is
      appropriate to reflect the relative fault of the indemnifying party on the
      one hand and such indemnified party on the other in connection with the
      statements or omissions which resulted in such losses, claims, damages or
      liabilities (or actions in respect thereof). 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 indemnifying
      party or such indemnified party and the parties’ relative intent, knowledge,
      access to information and opportunity to correct or prevent such statement
      or omission. The Company and each Holder of Registrable Securities agree
      that it would not be just and equitable if contribution pursuant to this
      Section 7.9 were determined by pro rata allocation or by any
      other method of allocation which does not take account of the equitable
      considerations referred to above in this Section 7.10. The amount paid or
      payable by an indemnified party as a result of the losses, claims, damages
      or liabilities (or actions in respect thereof) referred to above in this
      Section 7.10 shall include any legal or other expenses reasonably incurred
      by such indemnified party in connection with investigating or defending
      any such action or claim. No Person guilty of fraudulent misrepresentation
      (within the




 
	 	
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	meaning of Section 11(f) of the Securities  Act)
shall be entitled to contribution from any Person who was not guilty of such  fraudulent
misrepresentation. Except in the case of a Holder’s willful misconduct or  fraud, such
Holder’s liability hereunder with respect to any particular registration  shall be
limited to an amount equal to the net proceeds received by such Holder from the
Registrable Securities sold by such Holder in such registration.




	          7.11.     Rule 144 Requirements; Form S-3. The Company will use its reasonable best efforts in
good faith to take all steps within its control necessary to ensure that the Company
will be eligible to register securities on Form S-3 (or any comparable form adopted by
the Commission) and to make publicly available and available to the Holders of
Registrable Securities, pursuant to Rule 144 of the Commission under the Securities Act,
such information as shall be necessary to enable the Holders of Registrable Securities
to make sales of Registrable Securities pursuant to that Rule. The Company will furnish
to any Holder of Registrable Securities, upon request made by such Holder a written
statement signed by the Company, addressed to such Holder, describing briefly the action
the Company has taken or proposes to take to comply with the current public information
requirements of Rule 144. The Company will, at the request of any Holder of Registrable
Securities, upon receipt from such Holder of a certificate certifying (i) that such
Holder has held such Registrable Securities for a period of not less than two (2)
consecutive years, (ii) that such Holder has not been an affiliate (as defined in Rule
144) of the Company for more than the ninety (90) preceding days, and (iii) as to such
other matters as may be appropriate in accordance with such Rule, remove from the stock
certificates representing such Registrable Securities that portion of any restrictive
legend which relates to the registration provisions of the Securities Act.




	          7.12.     Participation in Underwritten Registrations. No Person may participate in any
underwritten registration pursuant to this Section 7 unless such Person (a) agrees to
sell such Person’s securities on the basis provided in any underwriting arrangements
approved by the Persons entitled, under the provisions hereof, to approve such
arrangements, and (b) completes and executes all questionnaires, powers of attorney,
indemnities, underwriting agreements and other documents reasonably required by the
terms of such underwriting arrangements. Any Holder of Registrable Securities to be
included in any underwritten registration shall be entitled at any time to withdraw such
Registrable Securities from such registration prior to its effective date in the event
that such Holder shall disapprove of any of the terms of the related underwriting
agreement.




	          7.13.     Miscellaneous.




 
	 	
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          (a)     Inconsistent Agreements. The Company has not previously entered into, and will not at
any time after the date hereof enter into, any agreement or contract (whether written or
oral) with respect to any of its securities which prevents the Company from complying in
any respect with the registration rights granted by the Company to Holders of
Registrable Securities hereunder.




	         
           (b)     Amendments and Waivers. The provisions of this Section 7 including the provisions of
this paragraph (b), may not be amended, modified or supplemented, and any waiver or
consent to or any departure from any of the provisions of this Section 7 may not be
given and shall not become or be effective, unless and until (in each case) the Company
shall have received the prior written consent of the Holders of at least a majority of
all Registrable Securities for any such amendment, modification, supplement, waiver or
consent.




	        
            (c)     Registrable Securities Held by Company. Whenever the consent or approval of Holders of
Registrable Securities is required pursuant to this Section 7, Registrable Securities
held by the Company shall not be counted in determining whether such consent or approval
was duly and properly given by such Holders.




	8.       REGISTRATION AND TRANSFER OF SECURITIES.




	          8.1.     Registration, Transfer and Exchange of Warrants.




	                    (a)
The Company shall keep at its principal office a register in which  shall be entered the
names and addresses of the holders of Warrants  issued by it and particulars of the
respective Warrants held by them  and of all transfers of such Warrants. References to
the “holder” or  “holder of record” of any Warrant shall mean the
holder thereof unless  the holder shall have presented such Warrant to the Company for
transfer and the transferee shall have been entered in said register as  a subsequent
holder, in which case the terms shall mean such subsequent  holder. The ownership of any
of the Warrants shall be proven by such  register and the Company may conclusively rely
upon such register.




 
	 	
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	                    (b)
The holder of any of the Warrants may at any time and from time to time  prior to
exercise, repurchase or redemption thereof surrender any  Warrant held by it for exchange
or (subject to compliance with Section  10 hereof) transfer at said office of the
Company. On surrender for  exchange of the Warrants, properly endorsed, to the Company,
the  Company at its expense will issue and deliver to or on the order of the  holder
thereof a new warrant or warrants of like tenor, in the name of  such holder or, upon
payment by such holder of any applicable transfer  taxes, as such holder may direct,
calling in the aggregate on the face  or faces thereof for the number of shares of
Warrant Stock called for  on the face or faces of the Warrants so surrendered. The
Company will  pay shipping and insurance charges, from and to each holder’s principal
office, involved in the exchange or transfer of any Warrant.




	                    (c)
Each Warrant issued hereunder, whether originally or in substitution  for, or upon
transfer or exchange of, any Warrant shall be registered  on the date of execution
thereof by the Company. The registered holder  of record shall be deemed to be the owner
of the Warrant for all  purposes of this Agreement. All notices given hereunder to the
holder  of record shall be deemed validly given if given in the manner  specified in
Section 12 hereof.




	          8.2.     Replacement of Securities. Upon receipt of evidence reasonably satisfactory to the
Company of the loss, theft, destruction or mutilation of any Security and, in the case
of any such loss, theft or destruction, upon delivery of an indemnity bond in such
reasonable amount as the Company may determine (or, in the case of any Security held by
an institutional holder, an unsecured indemnity agreement from such holder reasonably
satisfactory to the Company) or, in the case of any such mutilation, upon the surrender
of such Security for cancellation to the Company at its principal office, the Company,
at its own expense, will execute and deliver, in lieu thereof, a new Security of like
tenor. Any Security in lieu of which any such new Security has been so executed and
delivered by the Company shall not be deemed to be outstanding for any purpose of this
Agreement.




	9.       REGULATORY RESTRICTIONS




	         
       9.1.     Holding Company. If any
      Warrant holder which is a bank holding company or a subsidiary of a bank
      holding company (a “Bank Affiliate”) as defined in the
      Bank Holding Company Act of 1956, as amended, or other applicable banking
      laws of the United States of America and the rules and regulations promulgated
      thereunder (the “BHCA”) shall acquire or propose to acquire
      Warrant Shares, and, after giving effect to such acquisition, the Bank Affiliate,
      together with its Affiliates, would own more than five percent (5%) of the
      outstanding voting securities of the Company (or its successor), then upon
      written request by such Bank Affiliate, the Company (or its successor) shall
      at its sole expense take all commercially reasonable actions requested in
      writing by such Bank Affiliate and within the Company’s control to
      permit exercise of this Warrant by such Bank Affiliate in a manner consistent
      with the rights of such Bank Affiliate hereunder that




 
	 	
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	does not result in a violation by such Bank
Affiliate of the BHCA, including, without limitation, designation by the Company of a
non-voting class or series of capital stock that, except as to voting, has the same
rights, powers, preferences and privileges as the Common Stock. If any such action shall
as a matter of law require the consent, approval or vote of the Company’s stockholders
(including, but not limited to, amendment of the Company’s Charter), then the Company
shall use its reasonable best efforts in good faith to obtain such consent, approval or
vote as expeditiously as reasonably possible following such Bank Affiliate’s written
request for such action.




	          10.     RESTRICTIONS ON TRANSFER.




	          10.1.     General Restriction. The Securities shall be transferable only upon the satisfaction of
the conditions set forth below in this Section 10.




	          10.2.     Restrictions on Transfer. Prior to any transfer of any Securities to any Person other
than an Affiliate of the holder of such Securities who is an “accredited
investor” as defined in Regulation D under the Securities Act, the holder thereof
shall be required to give written notice to the Company describing in reasonable detail
the manner and terms of the proposed transfer and the identity of the proposed
transferee (the “Transfer Notice”). The holder of this Warrant and each Person
to whom this Warrant is subsequently transferred represents and warrants to the Company
(by acceptance of such transfer) that such Person will not transfer this Warrant or any
Warrant Stock except (i) pursuant to an effective registration statement under the
Securities Act, (ii) pursuant to Rule 144 under the Securities Act (or any other rule
under the Securities Act related to the disposition of securities), (iii) transfers by
or between a Participant and any of its Affiliates who are “accredited
investors” as defined in Regulation D under the Securities Act, or (iv) upon the
delivery of an opinion of counsel, reasonably satisfactory to the Company, that such
transfer is exempt from registration under the Securities Act.




	          10.3.    Restrictive
      Legends. Except as otherwise permitted by this Section 10, each Security
      shall bear the legend specified for such Security in Schedule 10.3
      hereto.




	          10.4.     Termination of Restrictions. The restrictions and notice requirements imposed by this
Section 10 upon the transferability of Securities shall terminate as to any particular
Securities when such Securities shall have been effectively registered under the
Securities Act and sold or transferred pursuant thereto or otherwise sold pursuant to a
Public Sale. Whenever any of such restrictions shall terminate as to any Securities,
the holder thereof shall be entitled to receive from the Company, at the Company’s
expense, new Securities without such legends.




	          11.     EXPENSES; INDEMNITY.




 
	 	
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	                    (a)
The Company hereby agrees to pay on demand all reasonable out-of-pocket  expenses
incurred by the Participants or any holder of any Security  issued hereunder in
connection with the enforcement of any rights  hereunder, or with respect to any
Security, including without  limitation reasonable attorneys’ fees and costs, whether or
not such  attorneys are the Participant’s employees, and reasonable consulting,
accounting, appraisal, investment banking and similar professional fees  and charges
incurred by the Participants in connection with the  exercise, enforcement or
preservation of rights under this Agreement  against the Company or the administration
thereof (including  engineering, appraiser, environmental consulting and investment
banking  charges).




	                    (b)
The Company hereby indemnifies the Participants against and agrees that  it will hold the
Participants harmless from any claim, demand or  liability for any broker’s, finder’s or
placement fees or lender’s  incentive fees alleged to have been incurred by the Company
in  connection with the transactions contemplated by this Agreement.




	                    (c)
The obligations of the Company under this Section 11 shall survive  payment or transfer
of the Securities and the termination of this  Agreement.




	          12.     NOTICES.




	          Any
notice or other communication in connection with this Agreement or  the Securities shall
be deemed to be delivered if in writing (or in the form of  a telecopy) addressed as
provided below (a) when actually delivered or  telecopied to said address or (b) in the
case of a letter, three business days  shall have elapsed after the same shall have been
deposited in the United States  mails, postage prepaid and registered or certified:




	 	     If
to the Company, then to its address set forth on page 1  hereof, to the attention of the
President or at such other address as  such person shall have specified by notice
actually received by the  addressor, with a copy to T. Richard Litton, Jr., Esquire,
Kaufman & Canoles, 150 West Main Street, Suite 2100, Norfolk, Virginia  23510-3037,
facsimile number (757) 624-3169.




	 	     If
to a Participant, then to its address set forth on the  Schedule of Participants, or at
such other address as the Participant  shall have specified by notice actually received
by the addressor, with  a copy to Q. Ellis Telford, Esquire, Riemer & Braunstein LLP,
Three  Center Plaza, Boston, Massachusetts 02108, facsimile number (617)  880-3456.




	 	     If
to any other holder of record of any Security, to it at its  address set forth in the
applicable Company register referred to in  Section 8 hereof or maintained by the Company
with respect to holders  of Common Stock.




	          13.     SURVIVAL AND TERMINATION OF COVENANTS.




 
	 	
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	          All
covenants, agreements, representations and warranties made by the  Company herein or in
any other document referred to herein or delivered to the  Participants pursuant hereto
shall be deemed to have been relied on by the  Participants, notwithstanding any
investigation made by the Participants or on  the Participant’s behalf, and shall survive
the execution and delivery to the  Participants hereof and of the Securities. All
covenants, agreements,  representations and warranties made by a Participant herein or in
any other  document referred to herein or delivered to the Company pursuant hereto shall
be  deemed to have been relied on by the Company, notwithstanding any investigation  made
by the Company or on the Company’s behalf, and shall survive the execution  and delivery
to the Company hereof and the execution and delivery of the  Securities to the
Participants.




	          14.     AMENDMENTS AND WAIVERS.




	          Any
term of this Agreement may be amended and the observance of any  term of this Agreement
may be waived (either generally or in a particular  instance and either retroactively or
prospectively) only with the written  consent of the Company and holders of at least a
majority of all Registrable  Securities, with respect to any provision of this Agreement
which by its terms  operates for the benefit of such respective holders. Any amendment or
waiver  effected in accordance with this Section 14 shall be binding upon each holder of
any Security sold pursuant to this Agreement and the Company.




	          15.     CONSENT
      TO JURISDICTION.




	          THE
COMPANY HEREBY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THE  COURTS IN AND OF THE
COMMONWEALTH OF MASSACHUSETTS, AND CONSENTS THAT SERVICE OF  PROCESS WITH RESPECT TO ALL
COURTS IN AND OF THE COMMONWEALTH OF MASSACHUSETTS  MAY BE MADE BY REGISTERED MAIL TO IT
AT THE COMPANY’S ADDRESS SET FORTH ON PAGE  1 HEREOF.




	          16.     WAIVER JURY TRIAL.




	          THE
COMPANY HEREBY EXPRESSLY WAIVES ANY RIGHT IT MAY HAVE TO A JURY  TRIAL IN ANY SUIT,
ACTION OR PROCEEDING EXISTING UNDER OR RELATING TO THIS  AGREEMENT, THE SECURITIES OR ANY
OF THE OTHER FINANCING AGREEMENTS.




	          17.     MISCELLANEOUS.




	          This
Agreement sets forth the entire understanding of the parties  hereto with respect to the
transactions contemplated hereby and supersedes any  prior written or oral understandings
with respect thereto. The invalidity or  unenforceability of any term or provision hereof
shall not 




 
	 	
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	affect the validity or enforceability of any other term or
      provision hereof. The headings in this Agreement are for convenience of
      reference only and shall not alter or otherwise affect the meaning hereof.
      THIS AGREEMENT IS INTENDED TO TAKE EFFECT AS A SEALED INSTRUMENT AND
      MAY BE EXECUTED IN ANY NUMBER OF COUNTERPARTS WHICH TOGETHER SHALL CONSTITUTE
      ONE INSTRUMENT AND SHALL BE GOVERNED BY AND CONSTRUED ACCORDANCE WITH THE
      DOMESTIC SUBSTANTIVE LAWS OF THE STATE OF DELAWARE WITHOUT GIVING EFFECT
      TO ANY CHOICE OR CONFLICT OF LAW PROVISION OR RULE THAT WOULD CAUSE THE
      APPLICATION OF THE DOMESTIC SUBSTANTIVE LAWS OF ANY OTHER STATE, AND SHALL
      BIND AND INURE TO THE BENEFIT OF THE PARTIES HERETO AND THEIR RESPECTIVE
      SUCCESSORS AND ASSIGNS.




	[REMAINDER OF PAGE LEFT BLANK
INTENTIONALLY]











 
	 	
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      If the foregoing corresponds with the Participants’ understanding of
      our agreement, kindly sign this letter and the accompanying copies thereof
      in the appropriate space below and return one counterpart of the same to
      the Company, at the address first listed above.




	 	Very truly yours,

      

      WORKFLOW MANAGEMENT, INC.

      

      

      By: /s/ Michael L. Schmickle
      

      Title: Executive Vice President and Chief
      Financial Officer 
      

    







	Accepted and agreed to:





	FLEET NATIONAL BANK

      

      By: /s/ Brian P. Valenti
      

      Name: Brian P. Valenti

      Title: Vice President	 





	BANK ONE, N.A.

      

      By: /s/ Michele L. Quentin
      

      Name: Michele L. Quentin

      Title: Assistant Vice President
      

    	 





	BANK OF AMERICA

      

      By: /s/ Michael J. Fey
      

      Name: Michael J. Fey

      Title: Senior Vice President
      

    	 





	COMERICA BANK

      

      By: /s/ Gerald R. Finney, Jr
      

            Name: Gerald R. Finney,
      Jr. 

            Title: Vice President 	 




 
	 	
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	UNION BANK OF CALIFORNIA, N.A.

      

      By: /s/ Jeffrey Mumm
      

      Name: Jeffrey Mumm

      Title: Vice President	 





	NATIONAL CITY BANK

      

      By: /s/ Kevin M. Knopt
      

      Name: Kevin M. Knopt

      Title: Assistant Vice President 	 





	CHEVY CHASE BANK, F.S.B.

      

      By: /s/ Chevy Chase Bank, F.S.B
      

    	 





	LASALLE BANK NATIONAL ASSOCIATION

      

      By: /s/ John G. Eck
      

      Name: John G. Eck

      Title: Senior Vice President 	 








 








	Schedule of Participants






		
	Participant

      Name and Address	 	Maximum Aggregate

      Number of Warrant Shares 	 
	 	 	 	 
	1.     Fleet
      National Bank	 	250,000	 
	 	 	 	 
	2.     Bank
      One, N.A	 	175,000	 
	 	 	 	 
	3.     Comerica
      Bank	 	125,000	 
	 	 	 	 
	4.     Bank
      of America	 	125,000	 
	 	 	 	 
	5.     Union
      Bank of California, N.A	 	125,000	 
	 	 	 	 
	6.     National
      City Bank	 	75,000	 
	 	 	 	 
	7.     Chevy
      Chase Bank, F.S.B	 	50,000	 
	 	 	 	 
	8.     LaSalle
      Bank National Association	 	75,000	 








 










	Schedule 10.3




	Restrictive Legends




	Warrants




	          “This
Warrant and any shares acquired upon the exercise of this Warrant  have not been
registered under the Securities Act of 1933, as amended, and may  not be sold or
transferred in the absence of such registration or an exemption  therefrom under such Act
or any applicable state securities laws. Furthermore,  this Warrant and any shares
acquired upon the exercise of this Warrant may be  sold or otherwise transferred only in
compliance with the conditions specified  in Section 10 of the Warrant Purchase Agreement
referred to hereinafter,  complete and correct copies of which are available for
inspection at the  principal office of Workflow Management, Inc. and will be furnished
without  charge to the holder of this Warrant upon written request.”




	Warrant Stock




	          “The
shares evidenced by this certificate have not been registered  under the Securities Act
of 1933, as amended, and may not be sold or transferred  in the absence of such
registration or an exemption therefrom under such Act or  any applicable state securities
laws.




	          These
shares may be sold or otherwise transferred only in compliance  with the conditions
specified in Section 10 of a certain Warrant Purchase  Agreement, dated as of January
___, 2003 among the Company and the Participants  listed therein (the
“Agreement”), complete and correct copies of which are  available for
inspection at the principal office of the Company and will be  furnished without charge
to the holder of these shares upon written request.”