FIRST
      AMENDMENT TO SECOND AMENDED

     

    AND
      RESTATED CREDIT AND GUARANTY AGREEMENT

     

    THIS
      FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AND GUARANTY
      AGREEMENT
      (this
“Amendment”)
      is
      dated as of July 17, 2006 and is entered into by and among AMERICAN
      REPROGRAPHICS COMPANY, L.L.C.,
      a
      California limited liability company (the “Borrower’’),
      AMERICAN
      REPROGRAPHICS COMPANY,
      a
      Delaware corporation ("Holdings"),
      CERTAIN
      FINANCIAL INSTITUTIONS
      listed
      on the signature pages hereto (the “Lenders”),
      GOLDMAN
      SACHS CREDIT PARTNERS L.P.
      (“GSCP”),
      as
      Sole Lead Arranger and Joint Bookrunner, JPMORGAN
      CHASE BANK, N.A.,
      as
      Syndication Agent, JPMORGAN
      SECURITIES INC.,
      as
      Joint Bookrunner, GENERAL
      ELECTRIC CAPITAL CORPORATION ("GECC"),
      as
      Administrative Agent (together with its permitted successors in such capacity,
      "Administrative
      Agent")
      and as
      Collateral Agent and the CREDIT
      SUPPORT PARTIES listed
      on
      the signature papers hereto, and is made with reference to that certain
SECOND
      AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT
      dated as
      of December 21, 2005 (as amended through the date hereof, the “Credit
      Agreement”)
      by and
      among Borrower, American Reprographics Holdings, L.L.C., Holdings, the
      subsidiaries of Borrower named therein, Lenders, Syndication Agent, Collateral
      Agent and Administrative Agent. Capitalized terms used herein without definition
      shall have the same meanings herein as set forth in the Credit Agreement after
      giving effect to this Amendment.

     

     

    RECITALS

     

    WHEREAS,
      the
      Credit Parties have requested that Requisite Lenders agree to amend certain
      provisions of the Credit Agreement as provided for herein; 

     

    WHEREAS,
      contemporaneously with the execution of this Amendment, the Borrower is
      exercising its right under Section 2.24 of the Credit Agreement to incur New
      Term Loans in an amount not to exceed $30,000,000; and

     

    WHEREAS,
      subject
      to certain conditions, Requisite Lenders are willing to agree to such amendment
      relating to the Credit Agreement.

     

    NOW,
      THEREFORE,
      in
      consideration of the premises and the agreements, provisions and covenants
      herein contained, the parties hereto agree as follows:

     

    
      
        
          
            	SECTION
                    I.	
                    AMENDMENTS
                      TO CREDIT
                      AGREEMENT

                  


          

        

      

    

    
      
         

      

    

    	1.1  	
            Amendments
              to Section 1: Definitions.

          


     

    Section
      1.1 of the Credit Agreement is hereby amended by adding the following
      definitions in proper alphabetical sequence:

     

    “First
      Amendment”
      means
      that certain First Amendment to Second Amended and Restated Credit and Guaranty
      Agreement dated as of July 17, 2006 among Borrower, Holdings, Syndication Agent,
      Administrative Agent and the financial insti-tutions and the Credit Support
      Parties listed on the signature pages thereto.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    “First
      Amendment Effective Date”
      means
      the date of satisfaction of the conditions referred to in Section II of the
      First Amendment.

     

    	1.2  	
            Amendments
              to Section 2.14.

          


     

    Section
      2.14 of the Credit Agreement is hereby amended by deleting the period at the
      end
      of clause (c) thereof, and replacing it with the phrase: “; provided,
      further,
      that
      the issuance of up to 246,277 shares of Capital Stock of the Company to be
      consummated on the First Amendment Effective Date in an aggregate amount of
      up
      to approximately $8,500,000 shall be excluded from the requirements of this
      clause (c).”

     

    	1.3  	
            Amendments
              to Section 2.24.

          


     

    A.
        Section
      2.24 of the Credit Agreement is hereby amended by deleting
      the first sentence thereof in its entirety and replacing it with the
      following:

     

    “Company
      may by written notice to Administrative Agent and Syndication Agent elect to
      request the establishment of one or more new term loan commitments (the
"New
      Term Loan Commitments"),
      by an
      amount not in excess of $237,500,000 in the aggregate with (i) a maximum amount
      of $157,500,000 having been funded on the Effective Date; provided,
      however,
      any
      amounts in excess of $187,500,000 will only be available to the Company if
      the
      Company has utilized New Term Loan Commitments up to an aggregate amount of
      $187,500,000 no later than August 31, 2006 and (ii) not less than $5,000,000
      individually (or such lesser amount which shall be approved by Administrative
      Agent and Syndication Agent or such lesser amount that shall constitute the
      difference between $5,000,0000 and all such New Term Loan Commitments obtained
      prior to such date), and integral multiples of $1,000,000 in excess of that
      amount.”

     

    B.
        Section
      2.24 of the Credit Agreement is hereby further amended by deleting the last
      paragraph thereof and replacing it with the following:

     

    “The
      terms and provisions of the New Term Loans and New Term Loan Commitments shall
      be, except as otherwise set forth herein or in the Joinder Agreement, identical
      to the Tranche C Term Loans. In any event (i) the weighted average life to
      maturity of all New Term Loans shall be no shorter than the weighted average
      life to maturity of the Tranche C Terms Loans, (ii) the applicable New Term
      Loan
      Maturity Date shall be no shorter than the final maturity of the Tranche C
      Term
      Loans and (iii) the rate of interest applicable to the New Term Loans shall
      be
      determined by Borrower and the applicable new Lenders and shall be set forth
      in
      each applicable Joinder Agreement; provided however
      that the
      interest rate applicable to the New Term Loans shall not be greater than the
      highest interest rate that may, under any circumstances, be payable with respect
      to Tranche C Term Loans plus
      0.25%
per
      annum
      unless
      the interest rate with respect to the Tranche C Term Loan is increased so as
      to
      equal the interest rate applicable to the New Term Loans less
      0.25%
per
      annum.
      Each
      Joinder Agreement may, without the consent of any other Lenders, effect such
      amendments to this Agreement and the other Credit Documents as may be necessary
      or appropriate, in the opinion of the Syndication Agent and Administrative
      Agent
      to effect the provision of this Section 2.24.”

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    	1.4  	
            Amendments
              to Section 6.8(e).

          


     

    Section
      6.8(e) of the Credit Agreement is hereby amended by deleting the table therein
      and replacing it with the following:

     

    
      	
              Fiscal
                Year

               

            	
              Consolidated

              Capital
                Expenditures

            
	
              2006

            	
              $35,000,000

            
	
              2007

            	
              $35,000,000

            
	
              2008

            	
              $35,000,000

            
	
              2009

            	
              $20,000,000

            


    

     

    	1.5  	
            Amendments
              to Section 6.9(e).

          


     

    Section
      6.9(e) of the Credit Agreement is hereby amended by deleting it in its entirety
      and replacing it with the following:

     

    “Permitted
      Acquisitions, the cash consideration for which constitutes (i) for so long
      as
      the Leverage Ratio is greater than or equal to 3.0:1.0, less than $25,000,000
      in
      the aggregate in any Fiscal Year and (ii) at any time after the Leverage Ratio
      has fallen below 3.0:1.0, less than (x) $75,000,000 in the aggregate in Fiscal
      Year 2006 and (y) $50,000,000 in each Fiscal Year thereafter;”

     

    	1.6  	
            Waiver
              of Notice Requirement.

          


     

    A.
        By
      executing this Amendment the Requisite Lenders hereby waive the requirements
      of
      Section 2.24 of the Credit Agreement solely relating to the 10 Business Days
      notice period with respect to any utilization of New Term Loan Commitments
      in an
      aggregate amount of up to $30,000,000 no later than August 31, 2006.


     

    B.
        By
      executing this Amendment the Requisite Lenders hereby waive the requirements
      of
      clause (vi) of the definition of “Permitted Acquisition” in Section 1.1 of the
      Credit Agreement solely relating to the 10 Business Days notice period with
      respect to any acquisitions consummated as of the First Amendment Effective
      Date
      through July 21, 2006, so
      long
      as the remaining conditions set forth in such definition are satisfied.


     

    
      	SECTION
              II.	
              
                CONDITIONS
                  TO
                  EFFECTIVENESS

              

            


    

     

    This
      Amendment shall become effective as of the date hereof only upon the
      satisfaction of all of the following conditions precedent (the date of
      satisfaction of such conditions being referred to herein as the “First
      Amendment Effective Date”):

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    A.
        Execution.
      Administrative Agent shall have received a counterpart signature page of this
      Amendment duly executed by each of the Credit Parties and Requisite
      Lenders.

     

    B.
        Fees.
      The
      Arranger shall have received all fees and other amounts due and payable on
      or
      prior to the First Amendment Effective Date, including, to the extent invoiced,
      reimbursement or other payment of all out-of-pocket expenses required to be
      reimbursed or paid by Borrower hereunder or any other Credit
      Document.

     

    C.
        Necessary
      Consents.
      Each
      Credit Party shall have obtained all material con-sents necessary or advisable
      in connection with the transactions contemplated by this Amendment.

     

    D.
        Other
      Documents.
      Administrative Agent and Lenders shall have received such other documents,
      information or agreements regarding Credit Parties as Administrative Agent
      or
      Collateral Agent may reasonably request.

     

    
      	SECTION
              III.	
              
                REPRESENTATIONS
                  AND
                  WARRANTIES

              

            


    

     

    In
      order
      to induce Lenders to enter into this Amendment and to amend the Credit Agreement
      in the manner provided herein, each Credit Party which is a party hereto
      represents and warrants to each Lender that the following statements are true
      and correct in all material respects:

     

    A.
        Corporate
      Power and Authority.
      Each
      Credit Party, which is party hereto, has all requisite power and authority
      to
      enter into this Amendment and to carry out the transactions contemplated by,
      and
      perform its obligations under, the Credit Agreement as amended by this Amendment
      (the “Amended
      Agreement”)
      and the
      other Credit Documents.

     

    B.
        Authorization
      of Agreements.
      The
      execution and delivery of this Amendment and the performance of the Amended
      Agreement and the other Credit Documents have been duly authorized by all
      necessary action on the part of each Credit Party.

     

    C.
        No
      Conflict.
      The
      execution and delivery by each Credit Party of this Amendment and the
      performance by each Credit Party of the Amended Agreement and the other Credit
      Documents do not and will not (i) violate (A) any provision of any law, statute,
      rule or regulation, or of the certificate or articles of incorporation or
      partnership agreement, other constitutive documents or by-laws of Holdings,
      Borrower or any Credit Party or (B) any applicable order of any court or any
      rule, regulation or order of any Governmental Authority, (ii) be in
      conflict with, result in a breach of or constitute (alone or with notice or
      lapse of time or both) a default under any Contractual Obligation of the
      applicable Credit Party, where any such conflict, violation, breach or default
      referred to in clause (i) or (ii) of this Section III.C., individually or in
      the
      aggregate could reasonably be expected to have a Material Adverse Effect, (iii)
      except as permitted under the Amended Agreement, result in or require the
      creation or imposition of any Lien upon any of the properties or assets of
      each
      Credit Party (other than any Liens created under any of the Credit Documents
      in
      favor of Administrative Agent on behalf of Lenders), or (iv) require any
      approval of stockholders or partners or any approval or consent of any Person
      under any Contractual Obligation of each Credit Party, except for such approvals
      or consents which will be obtained on or before the First Amendment Effective
      Date and except for any such approvals or consents the failure of which to
      obtain will not have a Material Adverse Effect.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    D.
        Governmental
      Consents.
      No
      action, consent or approval of, registration or filing with or any other action
      by any Governmental Authority is or will be required in connection with the
      execution and delivery by each Credit Party of this Amendment and the
      performance by Borrower and Holdings of the Amended Agreement and the other
      Credit Documents, except for such actions, consents and approvals the failure
      to
      obtain or make which could not reasonably be expected to result in a Material
      Adverse Effect or which have been obtained and are in full force and
      effect.

     

    E.
        Binding
      Obligation.
      This
      Amendment and the Amended Agreement have been duly executed and delivered by
      each of the Credit Parties party thereto and each constitutes a legal, valid
      and
      binding obligation of such Credit Party to the extent a party thereto,
      enforce-able against such Credit Party in accordance with its terms, except
      as
      enforceability may be limited by bankruptcy, insolvency, moratorium,
      reorganization or other similar laws affecting creditors’ rights generally and
      except as enforceability may be limited by general principles of equity
      (regardless of whether such enforceability is considered in a proceeding in
      equity or at law).

     

    F.
        Incorporation
      of Representations and Warranties from Credit Agreement.
      The
      representations and warranties contained in Section 4 of the Amended Agreement
      are and will be true and correct in all material respects on and as of the
      First
      Amendment Effective Date to the same extent as though made on and as of that
      date, except to the extent such representations and warranties specifically
      relate to an earlier date, in which case they were true and correct in all
      material respects on and as of such earlier date.

     

    G.
        Absence
      of Default.
      No event
      has occurred and is continuing or will result from the consummation of the
      transactions contemplated by this Amendment that would constitute an Event
      of
      Default or a Default.

     

    
      	SECTION
              IV.	
              
                REPRESENTATIONS
                  AND
                  WARRANTIES

              

            


    

     

    Each
      Domestic Subsidiary and Holdings are referred to herein as a “Credit
      Support Party”
      and
      collectively as the “Credit
      Support Parties”,
      and the
      Credit Documents to which they are a party are collectively referred to herein
      as the “Credit
      Support Documents”.

     

    Each
      Credit Support Party hereby acknowledges that it has reviewed the terms and
      provisions of the Credit Agreement and this Amendment and consents to the
      amendment of the Credit Agreement effected pursuant to this Amendment. Each
      Credit Support Party hereby confirms that each Credit Support Document to which
      it is a party or otherwise bound and all Collateral encumbered thereby will
      continue to guarantee or secure, as the case may be, to the fullest extent
      possible in accordance with the Credit Support Documents the payment and
      performance of all “Obligations” under each of the Credit Support Documents to
      which is a party (in each case as such terms are defined in the applicable
      Credit Support Document).

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Each
      Credit Support Party acknowledges and agrees that any of the Credit Support
      Documents to which it is a party or otherwise bound shall continue in full
      force
      and effect and that all of its obligations thereunder shall be valid and
      enforceable and shall not be im-paired or limited by the execution or
      effectiveness of this Amendment. Each Credit Support Party represents and
      warrants that all representations and warranties contained in the Amended
      Agreement and the Credit Support Documents to which it is a party or otherwise
      bound are true and correct in all material respects on and as of the First
      Amendment Effective Date to the same extent as though made on and as of that
      date, except to the extent such representations and warranties specifically
      relate to an earlier date, in which case they were true and correct in all
      material respects on and as of such earlier date.

     

    Each
      Credit Support Party acknowledges and agrees that (i) notwithstanding the
      conditions to effectiveness set forth in this Amendment, such Credit Support
      Party is not required by the terms of the Credit Agreement or any other Credit
      Support Document to consent to the amendments to the Credit Agreement effected
      pursuant to this Amendment and (ii) nothing in the Credit Agreement, this
      Amendment or any other Credit Support Document shall be deemed to require the
      consent of such Credit Support Party to any future amendments to the Credit
      Agreement.

     

    
      	SECTION
              V.	
              
                MISCELLANEOUS

              

            


    

     

    A.
        Reference
      to and Effect on the Credit Agreement and the Other Credit
      Documents.
      

     

    (i)
        On
      and
      after the First Amendment Effective Date, each reference in the Credit Agreement
      to “this Amendment”, “hereunder”, “hereof”, “herein” or words of like import
      referring to the Credit Agreement, and each reference in the other Credit
      Documents to the “Credit Agreement”, “thereunder”, “thereof” or words of like
      import referring to the Credit Agreement shall mean and be a reference to the
      Credit Agreement as amended by this Amendment.

     

    (ii)
        Except
      as
      specifically amended by this Amendment, the Credit Agreement and the other
      Credit Documents shall remain in full force and effect and are hereby ratified
      and confirmed.

     

    (iii)
        The
      execution, delivery and performance of this Amendment shall not constitute
      a
      waiver of any pro-vision of, or operate as a waiver of any right, power or
      remedy of any Agent or Lender under, the Credit Agreement or any of the other
      Credit Documents.

     

    B.
        Headings.
      Section
      and Subsection headings in this Amendment are included herein for convenience
      of
      reference only and shall not constitute a part of this Amendment for any other
      purpose or be given any substantive effect.

     

    C.
        Applicable
      Law.
      THIS AMENDMENT AND THE RIGHTS AND OB-LIGATIONS OF THE PARTIES HEREUNDER SHALL
      BE
      GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE
      INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING WITHOUT LIMITATION SECTION
      5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD
      TO CONFLICTS OF LAWS PRIN-CIPLES.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    D.
        Counterparts.
      This
      Amendment may be executed in any number of counter-parts and by different
      parties hereto in separate counterparts, each of which when so executed and
      delivered shall be deemed an original, but all such counterparts together shall
      constitute but one and the same instrument; signature pages may be detached
      from
      multiple separate counterparts and attached to a single counterpart so that
      all
      signature pages are physically attached to the same document.

     

     

    [Remainder
      of this page intentionally left blank.]

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF,
      the
      parties hereto have caused this Amendment to be duly executed and delivered
      by
      their respective officers thereunto duly authorized as of the date first written
      above.

    


    
      	 	 	 
	BORROWER:	AMERICAN
              REPROGRAPHICS COMPANY, L.L.C
	 
 	 
 	 
 
	 	By:  	 
	 	
              
                
Name:
                Mark W. Legg

            
	 	Title:
              Chief Financial Officer




    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    

      
        	
                CREDIT
                  SUPPORT PARTIES:

              	
                AMERICAN
                  REPROGRAPHICS

              
	 	
                COMPANY

              


      

    

    
      	 	 	 	 
	 	 	 By:	 
	
            	 	 	
              

            
	 	 	 	Name:
              Mark W. Legg
Title: Chief Financial
              Officer


    

     

      	
               

            	
              ARC
                ACQUISITON CORPORATION

            


    

    
      
        	 	 	 	 
	 	 	 By:	 
	
              	 	 	
                

              
	 	 	 	Name:
                Mark W. Legg
Title: Chief Financial
                Officer


      

       

      
        	
              	
                BLUE
                  PRINT SERVICE COMPANY, INC.

              


        
          	 	 	 	 
	 	 	 By:	 
	
                	 	 	
                  

                
	 	 	 	Name:
                  Mark W. Legg
Title: Chief Financial
                  Officer


        

         

        
          	
                	
                  RHODE
                    ISLAND BLUEPRINT CO.

                


          
            	 	 	 	 
	 	 	 By:	 
	
                  	 	 	
                    

                  
	 	 	 	Name:
                    Mark W. Legg
Title: Chief Financial
                    Officer


          

           

          
            	
                  	
                    LEET-MELBROOK,
                      INC.

                  


            
              	 	 	 	 
	 	 	 By:	 
	
                    	 	 	
                      

                    
	 	 	 	Name:
                      Mark W. Legg
Title: Chief Financial
                      Officer


            

             

            
              	
                    	
                      PENINSULA
                        BLUEPRINT, INC.

                    


              
                	 	 	 	 
	 	 	 By:	 
	
                      	 	 	
                        

                      
	 	 	 	Name:
                        Mark W. Legg
Title: Chief Financial
                        Officer


              

               

              
                	
                      	
                        QUALITY
                          REPROGRAPHIC SERVICES, INC.

                      


                
                  	 	 	 	 
	 	 	 By:	 
	
                        	 	 	
                          

                        
	 	 	 	Name:
                          Mark W. Legg
Title: Chief Financial
                          Officer


                

                 

                
                  
                     

                  

                  
                     

                    
                      

                    

                  

                  
                     

                  

                   

                   

                

                
                  	
                        	
                          MIRROR
                            PLUS TECHNOLOGIES, INC.

                        


                  
                    	 	 	 	 
	 	 	 By:	 
	
                          	 	 	
                            

                          
	 	 	 	Name:
                            Mark W. Legg
Title: Chief Financial
                            Officer


                  

                   

                  
                    	
                          	
                            E.
                              PAVILION, LLC.

                          


                    
                      	 	 	 	 
	 	 	 By:	 
	
                            	 	 	
                              

                            
	 	 	 	Name:
                              Mark W. Legg
Title: Chief Financial
                              Officer


                    

                  

                

              

            

          

        

      

    

     

    
      	
            	
              FRANKLIN
                GRAPHICS CORPORATION

            


      
        	 	 	 	 
	 	 	 By:	 
	
              	 	 	
                

              
	 	 	 	Name:
                Mark W. Legg
Title: Chief Financial
                Officer


      

    

     

    
      	
            	
              ENGINEERING
                REPRO SYSTEMS, INC.

            


      
        	 	 	 	 
	 	 	 By:	 
	
              	 	 	
                

              
	 	 	 	Name:
                Mark W. Legg
Title: Chief Financial
                Officer


      

       

      
        	
              	
                DUNN
                  BLUE PRINT COMPANY

              


        
          	 	 	 	 
	 	 	 By:	 
	
                	 	 	
                  

                
	 	 	 	Name:
                  Mark W. Legg
Title: Chief Financial
                  Officer


        

         

        
          	
                	
                  OCB,
                    LLC.

                


          
            	 	 	 	 
	 	 	 By:	 
	
                  	 	 	
                    

                  
	 	 	 	Name:
                    Mark W. Legg
Title: Chief Financial
                    Officer


          

           

          
            
               

            

            
               

              
                

              

            

            
               

            

          

           

          
            	
                  	
                    RIDGWAY'S,
                      LTD.

                  


            
              	 	 	 	 
	 	 	 By:	Ridgway's
                      GP, LLC its General Partner
	 	 	 	 
	
                    	 	 	
                      

                    
	 	 	 	Name:
                      Mark W. Legg
Title: Chief Financial
                      Officer


            

             

            
              	
                    	
                      REPROGRAPHICS
                        NORTHWEST, LLC

                    


              
                	 	 	 	 
	 	 	 By:	 
	
                      	 	 	
                        

                      
	 	 	 	Name:
                        Mark W. Legg
Title: Chief Financial
                        Officer


              

               

              
                	
                      	
                        WILCO
                          REPROGRAPHICS, INC.

                      


                
                  	 	 	 	 
	 	 	 By:	 
	
                        	 	 	
                          

                        
	 	 	 	Name:
                          Mark W. Legg
Title: Chief Financial
                          Officer


                

                 

                
                  	
                        	
                          BPI
                            REPRO, LLC.

                        


                  
                    	 	 	 	 
	 	 	 By:	 
	
                          	 	 	
                            

                          
	 	 	 	Name:
                            Mark W. Legg
Title: Chief Financial
                            Officer


                  

                   

                  
                    	
                          	
                            RIDGWAY'S
                              GP, LLC.

                          


                    
                      	 	 	 	 
	 	 	 By:	 
	
                            	 	 	
                              

                            
	 	 	 	Name:
                              Mark W. Legg
Title: Chief Financial
                              Officer


                    

                     

                    
                      	
                            	
                              RIDGWAY'S
                                LP, LLC.

                            


                      
                        	 	 	 	 
	 	 	 By:	 
	
                              	 	 	
                                

                              
	 	 	 	Name:
                                Mark W. Legg
Title: Chief Financial
                                Officer


                      

                       

                      
                        	
                              	
                                THE
                                  PEiR GROUP, LLC.

                              


                        
                          	 	 	 	 
	 	 	 By:	 
	
                                	 	 	
                                  

                                
	 	 	 	Name:
                                  Mark W. Legg
Title: Chief Financial
                                  Officer


                        

                         

                        
                          
                             

                          

                          
                             

                            
                              

                            

                          

                          
                             

                          

                        

                         

                        
                          	
                                	
                                  THE
                                    PEiR GROUP INTERNATIONAL, LLC.

                                


                          
                            	 	 	 	 
	 	 	 By:	 
	
                                  	 	 	
                                    

                                  
	 	 	 	Name:
                                    Mark W. Legg
Title: Chief Financial
                                    Officer


                          

                           

                          
                            	
                                  	
                                    LICENSING
                                      SERVICES INTERNATIONAL, LLC.

                                  


                            
                              	 	 	 	 
	 	 	 By:	 
	
                                    	 	 	
                                      

                                    
	 	 	 	Name:
                                      Mark W. Legg
Title: Chief Financial
                                      Officer


                            

                             

                            
                              	
                                    	
                                      PLANWELL,
                                        LLC.

                                    


                              
                                	 	 	 	 
	 	 	 By:	 
	
                                      	 	 	
                                        

                                      
	 	 	 	Name:
                                        Mark W. Legg
Title: 


                              

                               

                              
                                	
                                      	
                                        SUBHUB,
                                          INC.

                                      


                                
                                  	 	 	 	 
	 	 	 By:	 
	
                                        	 	 	
                                          

                                        
	 	 	 	Name:
                                          Mark W. Legg
Title: Chief Financial
                                          Officer


                                

                                 

                                
                                  	
                                        	
                                          GEORGIA
                                            BLUE PRINT COMPANY, LLC.

                                        


                                  
                                    	 	 	 	 
	 	 	 By:	 
	
                                          	 	 	
                                            

                                          
	 	 	 	Name:
                                            Mark W. Legg
Title: Chief Financial
                                            Officer


                                  

                                   

                                  
                                    	
                                          	
                                            MCKEE
                                              ENTERPRISES, INC.

                                          


                                    
                                      	 	 	 	 
	 	 	 By:	 
	
                                            	 	 	
                                              

                                            
	 	 	 	Name:
                                              Mark W. Legg
Title: Chief Financial
                                              Officer


                                    

                                     

                                    
                                      
                                         

                                      

                                      
                                         

                                        
                                          

                                        

                                      

                                      
                                         

                                      

                                    

                                     

                                     

                                     

                                    
                                      	
                                            	
                                              WESTERN
                                                BLUE PRINT COMPANY, LLC.

                                            


                                      
                                        	 	 	 	 
	 	 	 By:	 
	
                                              	 	 	
                                                

                                              
	 	 	 	Name:
                                                Mark W. Legg
Title: Chief Financial
                                                Officer


                                      

                                       

                                      
                                        	
                                              	
                                                T-SQUARE
                                                  EXPRESS, INC.

                                              


                                        
                                          	 	 	 	 
	 	 	 By:	 
	
                                                	 	 	
                                                  

                                                
	 	 	 	Name:
                                                  Mark W. Legg
Title: Chief Financial
                                                  Officer


                                        

                                         

                                        
                                          	
                                                	
                                                  FASTPRINT,
                                                    INC.

                                                


                                          
                                            	 	 	 	 
	 	 	 By:	 
	
                                                  	 	 	
                                                    

                                                  
	 	 	 	Name:
                                                    Mark W. Legg
Title: Chief Financial
                                                    Officer


                                          

                                           

                                          
                                            
                                               

                                            

                                            
                                               

                                              
                                                

                                              

                                            

                                            
                                               

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                   

                  
                    	
                          	
                            GOLDMAN
                              SACHS CREDIT PARTNERS LP. As Sole Lead Arranger and
                              Lender

                          


                    
                      	 	 	 	 
	 	 	 By:	 
	
                            	 	 	
                              
Authorized
                              Signatory
	 	 	 	 


                    

                     

                    
                      
                         

                      

                      
                         

                        
                          

                        

                      

                      
                         

                      

                    

                  

                

              

            

          

        

      

    

     

    
      	ADMINISTRATIVE
              AGENT:	
              GENERAL
                ELECTRIC CAPITAL CORPORATION

            


      
        	 	 	 	 
	 	 	 By:	 
	
              	 	 	
                

              
	 	 	 	
                Name:
                  

                Title:
                  

              


      

       

      
        
           

        

        
           

          
            

          

        

        
           

        

         

        

          
            	
                    LENDERS:

                  	
                    By
                      signing below, you have indicated your consent to the First
                      Amendment to
                      Second Amended and Restated Credit and Guaranty Agreement
                      

                  


          

        

      

    

     

    

      
        	 	
                Name
                  of Institution:

              
	 	
                 

              


      

    

     

     

    
      	 	
               

            


      
        	 	 	 By:	 
	
              	 	 	
                

              
	 	 	 	
                Name:
                  

                Title: