ENGAGEMENT AGREEMENT AMENDMENT NO. 2 The parties to this Engagement Agreement Amendment No. 2 hereby amend the Engagement Agreement Amendment dated October 30, 2000 between the Board of Directors of Printware, Inc. ("Printware") and Goldmark Advisors,...

                             ENGAGEMENT AGREEMENT AMENDMENT NO. 2

     The parties to this Engagement Agreement Amendment No. 2 hereby amend the
Engagement Agreement Amendment dated October 30, 2000 between the Board of
Directors of Printware, Inc. ("Printware") and Goldmark Advisors, LLC
("Goldmark"), referred to herein at the "Agreement", to reflect the following
changes:

     - Any and all warrants issued or issuable under the Agreement shall be
       rescinded retroactively to November 1, 2000
     - Services provided by Goldmark to Printware, and any of Printware'
       remaining financial obligations to Goldmark, shall terminate as of
       January 31, 2001

Accordingly, the following changes to each of the applicable captions of the
Agreement shall be made as noted below:

     Caption: "After October 31, 2000"

     Delete in its entirety provision 2. which reads:
         "Warrants to purchase 10,000 shares of the Company's common stock
         exercisable at the market value of such common stock on the warrant
         issuance dates.  The warrants shall be immediately 100% vested.  The
         warrant agreement terms would be five (5) years in duration and their
         provisions would contain all applicable rights and privileges relating
         to dilution. "

     Caption: "Other"

     Add provision 4. which shall read as follows:
         "Services provided by Goldmark to Printware shall terminate as of
         January 31, 2001.  After such date, Printware shall have no remaining
         financial obligations to Goldmark. "

Agreed to by:

Goldmark Advisors, LLC

By: /s/Xxxx Xxxxxxxxxxx
Its: Managing Partner
Xxxx Xxxxxxxxxxx

Printware, Inc.

By: /s/Xxxx x. Xxxxxx
Its: Chairman
Xxxx X. Xxxxxx