DESCRIPTION - Settlement Agreement and Mutual Release between Diversified 
Printing & Publishing Services, Inc., Nasib Gannam, and T. Ron Kahraman, 
and Datacat, Inc., Auto-Graphics, Inc. and Robert S. Cope dated September 
30, 1997.

SETTLEMENT AGREEMENT AND MUTUAL RELEASE

This Settlement Agreement and Mutual Release (the "Agreement) dated 
effective September 30, 1997 is entered into by and between (1) 
Diversified Printing & Publishing Services, Inc. ("Diversified"), 
Gannam/Kubat Publishing, Inc. ("GK"), Nasib Gannam ("Gannam") and T. Ron 
Kahraman ("Kahraman"), on the one hand (individually and collectively the 
"Gannam Parties"), and (2) Datacat, Inc. ("Datacat"), Auto-Graphics, Inc. 
("AG"), and Robert Cope ("Cope"), on the other (individually and 
collectively the "Datacat Parties").

RECITALS
This Agreement is entered into with reference to the following facts:
1.	Diversified, GK, Gannam, Datacat, AG and Cope are parties to a civil 
action (collectively the "Parties"), entitled Diversified Printing & 
Publishing Services, Inc. v. Datacat, Inc., Case No. 766695, pending in 
the Orange County Superior Court, and involving a complaint and two cross-
complaints (the "Action");
2.	Each of the Parties wishes to resolve the Action without further 
litigation and deem it to be in their best interests and to their mutual 
advantage to forever settle and compromise all claims, controversies, 
demands or causes of action between them;
3.	This Settlement Agreement and Mutual Release is not intended to and 
shall not be deemed to benefit or cover Vince Casale and/or Catalog 
Services Company (collectively herein "Casale/CSC"), or in any way affect 
any claims Datacat may or may not have against Casale/CSC pertaining to or 
otherwise in respect of Casale's prior resignation from Datacat, 
competition with Datacat in the HVACR catalog business (the "Casale/CSC 
Business") and/or the alleged use of all or any portion of Datacat's HVACR 
database, systems, procedures, customer lists, pricing information or 
otherwise to conduct such Casale/CSC Business following his departure from 
Datacat including as against Datacat (referred to herein collectively as 
the "Casale Matter").
4.	Gannam and Kahraman are currently serving as Directors of Datacat 
and hereby agree to and shall resign those positions simultaneously with 
and upon execution of this Agreement.


AGREEMENT
NOW THEREFORE, in consideration of the premises and the mutual promises 
and covenants contained herein, the sufficiency of which is hereby 
expressly acknowledged by each of the undersigned parties including the 
Parties, such parties have, intending to legally bound and obligated 
thereby, entered into this Agreement.

ACCORDINGLY, THE PARTIES AGREE AS FOLLOWS:
I.	PAYMENT.
A.	On or before September 30, 1997, a certified or bank cashier's check 
in the amount of Two Hundred Thousand Dollars ($200,000) shall be 
delivered to counsel for Diversified payable to "Diversified Printing & 
Publishing, Inc. and Graham & James LLP Trust Account" (the "Settlement 
Payment").
II.	DISMISSAL OF THE ACTIONS/TENDER OF SHARES.
A.	Concurrently with the delivery of the Settlement Payment (1) the 
Parties shall exchange pre-executed Requests for Dismissal with prejudice 
of each of their respective complaints and cross-complaints in the Action, 
and (2) GK shall surrender to DATACAT its original share certificate for 
all of its stock in Datacat properly endorsed in blank for transfer (the 
"GK Datacat Stock"), together with a certified copy of GK's corporate 
resolution(s) approving and authorizing this Agreement including the 
surrender, transfer and/or other conveyance of the GK Datacat Stock as 
provided for herein.  Counsel for the respective Parties shall hold such 
Requests For Dismissal forms pending the actual payment of the Datacat 
check referenced above as the Settlement Payment, after which such counsel 
are hereby authorized to file such Requests For Dismissals as provided or 
otherwise contemplated hereinabove.
B.	GK and Gannam hereby each represents, warrants and covenant to and 
for the benefit of AG and Datacat that GK is the sole and exclusive owner 
of the GK Datacat Stock (as defined in paragraph II.A. above), that such 
Stock is free and clear of any and all liens or encumbrances, and that GK 
is authorized and empowered to surrender and otherwise transfer, deliver 
and otherwise convey the GK Datacat Stock as provided for in this 
Agreement; and, further, GK, Gannam and Diversified and each of them 
hereby agree and promise to indemnify and hold harmless Datacat and A-G 
from any and all claims, cause of action, expenses including reasonable 
attorneys' fees and expenses, debts, obligations and liabilities arising 
as a result of or in connection with the assertion by any person or entity 
against Datacat and/or A-G of any claim of ownership, right, title and/or 
interest in and to such GK Datacat Stock or any part thereof.

III.	MUTUAL GENERAL RELEASE.
A.	Diversified, GK, Gannam and Ron Kahraman, on the one hand, and 
Datacat, AG, and Cope, on the other, release and forever discharge each 
other of and from any and all claims, potential claims, complaints, 
demands, damages, debts, liabilities, accounts, costs, attorneys' fees, 
expenses, liens, actions, causes of action, suits, and losses of every 
kind and nature whatsoever, whether now known or unknown, suspected or 
unsuspected, which they now have, own or hold, or at any time before ever 
had, owned or held, against each other (the "Released Matters").
B.	The Released Matters, however, shall not extend to, impair, or 
include any rights, obligations, or remedies which the undersigned parties 
may have under this Agreement.
C.	The Released Matters are not intended by the undersigned parties to 
extend to or otherwise affect any rights which Datacat and/or AG may or 
may not have against Casale/CSC in any respect.
D.	It is the intention of the undersigned parties that this Agreement 
shall be effective as a full and final accord and satisfaction, and 
release of each and every one of the Released Matters.  In furtherance of 
this intention, each of the undersigned acknowledges that they are 
familiar with Section 1542 of the California Civil Code ("Section 1542") 
which provides as follows:

A general release does not extend to claims which the creditor does not 
know or suspect to exist in his favor at the time of executing the 
release, which if known by him must have materially affected his 
settlement with the debtor.

Each of the undersigned parties hereby waives and relinquishes every right 
or benefit which they have or may have under Section 1542 to the full 
extent that they may lawfully waive such right or benefit with regard to 
the Released Matters.

E.	In connection with such waiver and relinquishment, each of the 
undersigned parties acknowledges that they are aware that they may later 
discover facts in addition to or different from those which they now know 
or believe to be true with respect to the subject matter of this 
Agreement, but that it is their intention to fully, finally and forever, 
settle and release all Released Matters, known or unknown, suspected or 
unsuspected, which now exist, may exist or previously existed between 
them.

F.	The releases in this Agreement shall, subject to the limitations 
expressly set forth herein, extend and inure to the benefit of each 
released party and each of their past and present officers, employees, 
directors, agents, representatives, attorneys, alter egos, spouses, 
shareholders, partners, joint ventures, heirs, executors, administrators, 
affiliates, subsidiaries, divisions, legal predecessors, successors, 
assigns, licensees, and their respective insurers, sureties, and 
underwriters.

IV.	MUTUAL REPRESENTATIONS AND WARRANTIES.
A.	Each of the undersigned parties warrants and represents that they 
have not previously assigned or transferred, or purported to assign or 
transfer, to any third party any of the Released Matters.
B.	Each of the undersigned parties to this Agreement represents and 
warrants that they have been represented and advised fully by independent 
counsel of their own choice through all negotiations which preceded the 
execution of this Agreement; and that each such party has read or had read 
to them all of this Agreement and had it explained to them by his attorney 
and fully understands all the terms used and their significance, including 
the legal effect and consequences of waiving the protections of Civil Code   
1542.

V.	FURTHER SPECIAL REPRESENTATIONS, WARRANTIES,
AGREEMENTS AND COVENANTS BY GANNAM.
A.	Gannam, including without limitation for purposes of this paragraph 
GK, Diversified and any and all other corporations, partnerships, limited 
liability companies, associations, joint ventures and/or other forms of 
business enterprise in which Gannam now owns or is otherwise entitled in 
the future to own, receive or benefit from directly or indirectly any 
share, partnership, joint venture or other interest therein including 
without limitation Sterling Litho, Fairway Binding and Gapco (collectively 
herein "Gannam Affiliate"), represents, warrants, covenants and otherwise 
agrees that neither he nor any Gannam Affiliate and/or Kahraman 
collectively herein also the "Gannam Parties") now owns and/or is entitled 
to own or otherwise receive or benefit from the Casale/CSC Business 
collectively "Casale/CSC Ownership Interest"); and, further that the 
Gannam Parties will not hereafter obtain or receive any such 
Casale/CSC Ownership Interest which, to the extent it ever has or in the 
future does exist, such Ownership Interest is hereby sold, transferred and 
conveyed to Datacat or its designee as part of the consideration for this 
Agreement.  It is expressly understood, however, that any and all 
commercial printing services heretofore provided by Diversified to 
Casale/CSC, whether for cash, credit or some combination thereof, shall 
not be deemed to constitute an ownership interest by the Gannam Parties in 
the Casale/CSC Business; and, provided further, that the foregoing 
representations and warranties only as set forth in this sub-paragraph 
shall not, in any event or under any circumstances, be a basis for the 
initiation of any claim or action by the Datacat Parties against the 
Gannam Parties in respect of the subject matter or such 
representations/warranties including without limitation any allegation 
that the subject representations/ warranties or any of them was not 
accurate or was in any way false or misleading and such representations 
and warranties (herein the "Special Rep/Warranty") shall under no 
circumstances be the basis for the assertion that the Datacat Parties were 
induced to enter into and/or perform this Agreement which is hereby 
acknowledged and agreed by the Datacat Parties not to be the case.  If 
any claim or cause of action is ever brought by the Datacat Parties or any 
of them against the Gannam Parties or any of them based on or in respect 
of the Special Rep/Warranty, the Datacat Parties shall indemnify and hold 
harmless the Gannam Parties named as defendants in any such breach of 
Special Rep/Warranty action from any and all claims, cause of action, 
expenses including reasonable attorneys' fees and expenses, debts, 
obligations and liabilities arising as a result of or in connection with 
the assertion of any such claim and/or cause of action as specified 
herein.

B.	The Gannam Parties and each of them hereby agree and covenant, 
subject only to the provisions of the following subparagraph, not to, 
directly or indirectly, participate in and/or otherwise assist Casale/CSC 
and/or the Casale/CSC Business to compete with Datacat's HVACR catalog 
business for a period of five (5) years from the effective date of this 
Agreement including without limitation by providing Casale/CSC with any 
advice, goods, services and/or financial support of any kind whatsoever at 
any time during such five year period of time pertaining or related to, or 
otherwise in respect of, the Casale/CSC Business or matters related 
thereto.

C.	Notwithstanding the prohibitions set forth in the foregoing sub-
paragraph, Diversified may if it so chooses provide commercial printing 
services, and only such printing and binding services (no composition 
services) to the Casale/CSC Business upon terms no more favorable than 
Diversified then regularly offers to its other customers, beginning but 
not sooner than two (2) years from the effective date of this Agreement.


D.	Gannam and Kahraman, and each of them, acknowledge and agree that 
the full and complete releases in this agreement include, without 
limitation, any and all claims that Gannam and Kahraman allegedly breached 
their fiduciary duties or other duties to Datacat and that Datacat's 
willingness to so release such claims is based, in part, upon the Gannam 
Parties' covenants not to compete as set forth in paragraph V(A) hereof . 

E.	The Gannam Parties' will comply with all laws concerning any and all 
discovery requests that may be propounded in any future civil action that 
may or 
may not be filed by Datacat against Casale/CSC.
F.	Gannam and the Gannam Affiliate each hereby further agrees and 
covenants to provide to Datacat, and Datacat shall receive from 
Diversified, at the time that the parties exchange the Requests For 
Dismissals and delivery of the Settlement Payment provided for in 
paragraphs II.A and I.A., respectively, of this Agreement the following: 
All film (of covers and/or pages), artwork, camera ready and/or electronic 
copy provided to Diversified by Datacat including any of its customers to 
Diversified, for the production of catalogs, brochures, 
mailers, price lists and other printed matter, in the possession, custody 
or control of Diversified.



VI.	ATTORNEYS' FEES.
A.	In the event of any action or proceeding to enforce or interpret 
this Agreement, the prevailing party, in addition to all other legal or 
equitable remedies possessed, shall be entitled to be reimbursed for all 
costs and expenses, including reasonable attorneys' fees, paid or incurred 
by reason of or otherwise in connection with such action or proceeding.  
Except as provided in this paragraph, the undersigned parties are to bear 
their own costs and expenses including attorneys' fees, in connection with 
the Action and execution of this Agreement.

VII.	ENTIRE AGREEMENT.

A.	This Agreement constitutes the entire agreement and understanding 
concerning the subject matter hereof between the undersigned parties, and 
supersedes and replaces all prior negotiations, proposed agreements and 
agreements, written or oral.  This Agreement is intended to and shall be 
deemed for all purposes to be for the benefit of, be binding upon and be 
enforceable against the undersigned parties and their respective 
successors, assigns, heirs, administrators and/or executors.  Except as 
may be expressly provided for herein, this Agreement is not intended and 
shall not be deemed or otherwise interpreted to be for the benefit of any 
person or entity which is not a party/signatory to this Agreement.

B.	The undersigned parties acknowledge and agree for the benefit of 
each other that they have not entered into and agreed to perform this 
Agreement based upon or in consideration of any statement, representation, 
warranty, understanding, agreement, covenant, promise, guaranty or any 
other matter which is not expressly set forth or otherwise provided for in 
this Agreement.

C.	The undersigned parties' representations, warranties, agreements 
and/or covenants as set forth in this Agreement are, where applicable, 
intended to survive and remain fully operative and enforceable against the 
party(s) providing such representations, warranties, agreements and/or 
covenants following the actual settlement and dismissal of the instant 
Action in accordance with the terms of any and all such representations, 
warranties, agreements and/or covenants.

VIII.	CHOICE OF LAWS.
A.	This Agreement shall in all respects be interpreted, enforced and 
governed by the laws of the State of California.

IX.	NO ADMISSION OF LIABILITY.
A.	It Is expressly understood and agreed by the undersigned parties 
including the Parties that this Agreement is being made solely for the 
purpose of avoiding the expense and inconvenience of further litigation 
and that it is not an admission on the part of any party to this Agreement 
of any unlawful or wrongful conduct or of any liability to any other Party 
as alleged in the above referenced Action or otherwise, all of which is 
expressly denied.

X.	COUNTERPARTS.
A.	This Agreement may be executed in several counterparts, each of 
which shall be an original as against any party who signed it, and all of 
which shall constitute one and the some document.  Facsimile signatures 
may be used as originals for the purposes of effectuating this Agreement.

XI.	SEVERABILITY.
A.	If any term or provision of this Agreement shall be finally 
determined to be illegal or unenforceable for any reason, all other terms 
and provisions in this Agreement shall nevertheless remain effective and 
be enforced to the fullest extent permitted by law.


XII.	JOINTLY DRAFTED.
A.	The undersigned parties' legal counsel have jointly drafted the 
provisions of this Agreement, and no inference or rule of construction 
shall be made by reason of the party who has drafted any provisions 
contained in this Agreement.  For the purposes of interpretation, it shall 
be assumed that all of the undersigned parties drafted each provision and 
each party expressly waives the doctrine of contra proferentum as it might 
otherwise apply to interpreting this Agreement.

IN WITNESS WHEREOF, the undersigned parties, thereunto duly authorized, 
have executed and delivered this Agreement as of the date first set forth 
above.

Nasib Gannam  
Ss/ Nasib Gannam

T. Ron Kahraman
Ss/ T. Ron Kahraman


DIVERSIFIED PRINTING AND PUBLISHING SERVICES, INC.

By: Ss/Nasib Gannam
Title: President


GANNAM KUBAT PUBLISHING, INC.

By: Ss/Nasib Gannam
Title: President


Robert S. Cope
Ss/Robert S. Cope

AUTO-GRAPHICS, INC.

By: Ss/Robert S. Cope
Robert S. Cope, President

APPROVED AS TO FORM ONLY:
LAW OFFICES OF ROBERT H. BRETZ, P.C.

By: Ss/Robert H. Bretz
Robert H. Bretz,
Attorney for Auto-Graphics, Inc.
and Robert S. Cope


LAW OFFICES OF RANDY STILES

By: Ss/Randy Stiles
Randy Stiles,
Attorney for Datacat, Inc.


GRAHAM & JAMES LLP

By: Ss/Kenneth B. Julian
Kenneth B. Julian,
Attorneys for Diversified
Printing & Publishing Services,
Inc., Gannam/Kubat Publishing,
Inc., Nasib Gannam and T. Ron Kahraman