AMENDMENT NO. 1 TO VOTING AGREEMENT

ANNEX D

AMENDMENT NO. 1 TO VOTING AGREEMENT

This Amendment No. 1 to the Voting Agreement (this “Amendment”), dated as of April 22, 2008, is entered into by and among Konica Minolta Business Solutions U.S.A., Inc., a New York corporation (“Purchaser”), Cypress Merchant Banking Partners II L.P., a Delaware limited partnership, Cypress Merchant Banking II C.V., a limited partnership organized and existing under the laws of the Netherlands, and 00xx Xxxxxx Partners II L.P. a Delaware limited partnership (each, a “Stockholder” and collectively, the “Stockholders”).

WHEREAS, Purchaser and the Stockholders are parties to that certain Voting Agreement, dated as of April 8, 2008 (the “Voting Agreement”); and

WHEREAS, upon the terms and subject to the conditions of this Amendment, Purchaser and the Stockholders wish to amend the Voting Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in this Amendment, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Amendment to the Voting Agreement. The definition of “Shareholder Resolutions” in Section 1.1(aa) of the Voting Agreement shall be amended and restated in its entirety to read as follows:

“Shareholder Resolutions” means the resolutions to be proposed at the Parent Shareholder Meeting to approve (i) the transactions contemplated by the Stock Purchase Agreement, (ii) payment of the sum of $5,000,000 under the circumstances set forth in Section 11.02(b) of the Stock Purchase Agreement (the “Termination Fee Resolution”); (iii) that Parent be wound up voluntarily; (iv) that Xxxxxx Xxxxxx and Xxxxxxx X’Xxxxxxx of KPMG LLP be appointed joint liquidators for the purpose of the voluntary winding up of Parent and to act either alone or jointly; (v) the powers of the joint liquidators and the ability of the directors of Parent to take steps to close the transactions contemplated in the Stock Purchase Agreement (to the extent necessary); (vi) the remuneration of the joint liquidators; and (vii) the authorization of the joint liquidators to wind up the remaining subsidiaries of Parent. Approval of the resolutions set forth in subsections (i) and (iii) above shall be inter-conditional upon the other (provided that the resolutions set forth in subsections (ii), (iv), (v), (vi) and (vii) above shall not be a condition to Closing under Articles VI and VII of the Stock Purchase Agreement). Each of the foregoing resolutions shall be passed in accordance with all applicable Laws and the articles of association of Parent.”

2. No Other Amendments. Except as expressly set forth herein, this Amendment shall not, by implication or otherwise, alter, modify, amend or in any way affect any of the terms, conditions, obligations or agreements contained in the Voting Agreement, and the Voting Agreement is hereby ratified and confirmed and shall remain in full force and effect in accordance with its terms.

3. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York applicable to a contract executed and performed in such State, without giving effect to the conflicts of laws principles thereof.

4. Counterparts. This Amendment may be executed and delivered (including by electronic mail or facsimile transmission) in any number of counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

[Signature page follows.]

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IN WITNESS WHEREOF, this Amendment has been duly executed and delivered by the duly authorized officer of each party hereto as of the date first above written.

KONICA MINOLTA BUSINESS SOLUTIONS U.S.A., INC.
By:		/s/    XXXXXX XXXXXXXX
Name:		Xxxxxx Xxxxxxxx
Title:		Vice President
CYPRESS MERCHANT BANKING PARTNERS II L.P.
By:		/s/    XXXXX XXXXXX
Name:		Xxxxx Xxxxxx
Title:		Member of Cypress Associates II
		LLC, its General Partner
CYPRESS MERCHANT BANKING II C.V.
By:		/s/    XXXXX XXXXXX
Name:		Xxxxx Xxxxxx
Title:		Member of Cypress Associates II
		LLC, its General Partner
55TH STREET PARTNERS II, L.P.
By:		/s/    XXXXX XXXXXX
Name:		Xxxxx Xxxxxx
Title:		Member of Cypress Associates II
		LLC, its General Partner

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