CONFIDENTIAL TREATMENT REQUESTED
UNDER 17 C.F.R. SECTIONS 200.80(b)(4),
200.83 AND 230.406 * INDICATES OMITTED
MATERIAL THAT IS THE SUBJECT OF A
CONFIDENTIAL TREATMENT REQUEST
THAT IS FILED SEPARATELY WITH THE
COMMISSION
PURCHASE AGREEMENT
THIS PURCHASE AGREEMENT (the "Agreement") is entered into as of
September 4, 1998 (the "Effective Date") by and between NEWGEN RESULTS
CORPORATION ("Newgen") and GEOMEL ENTERPRISES, INC., ("Xxxxxxxx").
RECITALS
WHEREAS, Newgen provides integrated database management, personalized
direct-marketing and related services to automobile manufacturers and
dealerships (e.g. Newgen offers personalized vehicle maintenance reminders to
a dealership's customers);
WHEREAS, Xxxxxxxx possesses experience and expertise in commercial
printing and mailing; and
WHEREAS, Newgen desires to purchase from Xxxxxxxx, and Xxxxxxxx desires
to sell to Newgen, the Products (as defined below) on the terms and subject
to the conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and promises
hereinafter set forth, the parties hereto hereby agree as follows:
AGREEMENT
1. DEFINITIONS
1.1 "Product" means a four-color, laser printed, personalized letter
folded and inserted into a corresponding window envelope, which meets the
Product Specifications.
1.2 "PRODUCT SPECIFICATIONS" means the product specifications set forth
on Exhibit A attached hereto.
1.3 "PRODUCTION SCHEDULE" means the schedule for the production of
Products set forth on Exhibit B attached hereto.
2. PURCHASE OF PRODUCTS
2.1 PURCHASE AND SALE. In accordance with the terms and subject to the
conditions set forth in this Agreement, Newgen hereby orders and agrees to
purchase from Xxxxxxxx, and Xxxxxxxx hereby accepts and agrees to sell to
Newgen, Products at the price set forth herein.
2.2 PRODUCT SPECIFICATIONS. Products supplied pursuant to this
Agreement shall
comply with the applicable Product Specifications.
3. PURCHASE PRICE AND PAYMENT; VOLUME REQUIREMENTS
3.1 PURCHASE PRICE. Newgen shall pay to Xxxxxxxx $[****] for each
Product purchased under this Agreement for each month Newgen purchases
greater than [****]
1.
* CONFIDENTIAL TREATMENT REQUESTED
Products. The purchase price will depend upon volume and shall remain fixed
for the term of this Agreement, as set forth on Exhibit C. Notwithstanding
the foregoing, in the event the cost of paper from time to time is in excess
of [****]% of the cost of paper in effect on the date of this Agreement (such
cost of paper in effect on the date of this agreement hereinafter referred to
as "Initial Paper Cost" and set out in Exhibit D hereto) for [****]
consecutive months, Newgen agrees to pay Xxxxxxxx the difference between the
paper cost at the end of such [****] month period and [****]% of the Initial
Paper Cost. Xxxxxxxx will notify Newgen within 30 days of the date on which
the cost of paper exceeds [****]% of the Initial Paper Cost.
3.2 PAYMENT. Xxxxxxxx will invoice Newgen twice each month, and Newgen
shall pay all undisputed invoices amounts issued under this Agreement within
30 days from the date of invoice, unless otherwise mutually agreed upon in
writing by Newgen and Xxxxxxxx. Time is of the essence herein.
3.3 VOLUME. As of the Effective Date, Newgen operates its business such
that its volume requirements equal approximately [****] Products per month.
After the Effective Date, Newgen expects its volume requirements to initially
equal at least [****] Products per month, but there can be no assurance that
Newgen's volume requirements will be consistent or meet any particular
threshold level.
3.4 REQUIREMENTS. During the term of this Agreement, Newgen shall
purchase from Xxxxxxxx, so long as Xxxxxxxx is in compliance herewith, at
least [****]% of its Product volume requirements; and Xxxxxxxx shall supply
to Newgen each Product in the amount of such requirements. In the event
Newgen's requirements exceed Xxxxxxxx'x capacity for such Product Newgen
shall have the right to purchase such excess Product (or substitute products)
from third parties without any obligation to Xxxxxxxx; provided, however, in
all other respects this contract shall remain in full force and effect.
4. PRODUCTION; SHIPMENT; PACKAGING; TITLE AND RISK OF LOSS
4.1 PRODUCTION.
(a) Newgen shall provide to Xxxxxxxx in a timely manner all data
necessary for Xxxxxxxx to produce the Products in accordance with the
Production Schedule. Newgen shall send such data to Xxxxxxxx by computer
mail or other electronic means or on a diskette; and
(b) Xxxxxxxx shall produce the Products in accordance with the
Production Schedule.
4.2 SHIPMENT. A presort bureau designated by Newgen will arrange for
pick-up at its sole cost and expense of any and all finished Products, within
a reasonable period following completion thereof.
4.3 PACKAGING. Xxxxxxxx shall package and deliver each Product in bulk
containers that are standard for such Product.
* CONFIDENTIAL TREATMENT REQUESTED
2.
4.4 TITLE AND RISK OF LOSS. Title and risk of loss for Products
purchased hereunder shall transfer to Newgen upon delivery of such Products
by Xxxxxxxx to a common carrier or a third party intermediary approved by
Newgen (including a presort bureau).
5. REPRESENTATIONS AND WARRANTIES
5.1 CORPORATE POWER. Each party hereby represents and warrants that it
is duly organized, validly existing and in good standing under the laws of
the state or country of its incorporation and has full corporate power and
authority to enter into this Agreement and to carry out the provisions hereof.
5.2 DUE AUTHORIZATION. Each signatory hereto represents and warrants
that such person is duly authorized to execute and deliver this Agreement and
to perform its obligations hereunder.
5.3 BINDING AGREEMENT. Each party hereby represents and warrants that
this Agreement is a legal and valid obligation binding upon it and is
enforceable in accordance with its terms. The execution, delivery and
performance of this Agreement by such party does not conflict with any
agreement, instrument or understanding, oral or written, to which it is a
party or by which it may be bound, nor violate any law or regulation of any
court, governmental body or administrative or other agency having authority
over it.
5.4 WARRANTY. XXXXXXXX WARRANTS THAT THE PRODUCTS SUPPLIED TO NEWGEN
SHALL COMPLY WITH THE APPLICABLE PRODUCT SPECIFICATIONS AND SHALL BE FREE
FROM DEFECTS IN MATERIALS AND WORKMANSHIP.
5.5 LIMITATION OF LIABILITY. NEITHER PARTY SHALL BE ENTITLED TO
RECOVER FROM THE OTHER PARTY ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL OR
PUNITIVE DAMAGES IN CONNECTION WITH THIS AGREEMENT OR THE PRODUCTS PURCHASED
HEREUNDER.
6. CONFIDENTIALITY
6.1 CONFIDENTIAL INFORMATION. Each party acknowledges that all
information relating to any marketing, business plan or financial matter
relating to the other party, its present or future products, sales,
suppliers, customers, employees, operations, investors or business, whether
in oral, written, graphic or electronic form, constitutes confidential or
proprietary information of the other party (collectively, "Confidential
Information"); PROVIDED, HOWEVER, that Confidential Information shall not
include any information which the receiving party can prove by competent
evidence (a) is now, or hereafter becomes, through no act or failure to act
on the part of the receiving party, generally known or available in the
public domain, (b) is known by the receiving party at the time of receiving
such information, as evidenced by its records, or (c) is hereafter furnished
to the receiving party by a Third Party, as a matter of right and without
restriction on disclosure.
6.2 NONDISCLOSURE. During the term of this Agreement and for a period
of five years thereafter, each party will maintain all Confidential
Information of the other party as confidential and will not disclose any
Confidential Information of the other party to any Third Party or use
3.
any Confidential Information of the other party for any purpose, except (a)
as expressly authorized by this Agreement, (b) as required by law, rule,
regulation or court order (provided that the disclosing party shall use
commercially reasonable efforts to obtain confidential treatment of any such
information required to be disclosed), or (c) to its affiliates, employees,
agents, consultants and other representatives (including third party support
vendors), to accomplish the purposes of this Agreement so long as such
persons are under an obligation of confidentiality no less stringent than as
set forth herein; and without limiting the generality of the foregoing
exceptions, Newgen may disclose Confidential Information to the extent deemed
necessary, in its reasonable discretion, to the Securities and Exchange
Commission. Each party may use such Confidential Information only to the
extent required to accomplish the purposes of this Agreement. Each party
will use at least the same standard of care as it uses to protect its own
Confidential Information to ensure that its affiliates, employees, agents,
consultants and other representatives do not disclose or make any
unauthorized use of Confidential Information of the other party. Each party
will promptly notify the other upon discovery of any unauthorized use or
disclosure of the Confidential Information of the other party.
7. TERM AND TERMINATION
7.1 TERM. This Agreement shall commence as of the date of delivery of
the first Product pursuant hereto and shall continue for three years
thereafter, unless terminated earlier as provided herein.
7.2 TERMINATION. Either party may terminate this Agreement prior to
the expiration of the term of this Agreement upon the occurrence of any of
the following:
(a) Upon or after the bankruptcy, insolvency, dissolution or
winding up of the other party (other than dissolution or winding up for the
purposes of reconstruction or amalgamation); or
(b) Upon or after the breach of any material provision of this
Agreement by the other party if the breaching party has not cured such breach
within 30 days after written notice thereof by the non-breaching party.
7.3 TERMINATION BY NEWGEN. Newgen shall have the right to terminate
this Agreement prior to the expiration of the term of this Agreement at any
time following Xxxxxxxx'x third failure to meet the Product Specifications
within 60 days as required herein.
7.4 EFFECT OF TERMINATION. Expiration or termination of this Agreement
shall not relieve the parties of any obligation accruing prior to such
expiration or termination. The provisions of Sections 1, 6.1, 6.2, and 7
shall survive termination or expiration of this Agreement.
8. GENERAL PROVISIONS
8.1 FORCE MAJEURE. Neither party shall be held liable or responsible
to the other party nor be deemed to have defaulted under or breached this
Agreement for failure or delay in fulfilling or performing any term of this
Agreement when such failure or delay is caused by or results from causes
beyond the reasonable control of the affected party, including, without
4.
limitation, fire, floods, earthquakes, natural disasters, embargoes, war,
acts of war (whether war be declared or not), insurrections, riots, civil
commotions, strikes, lockouts or other labor disturbances, acts of God or
acts, omissions or delays in acting by any governmental authority or the
other party. If Xxxxxxxx is unable to perform its obligations hereunder due
to one of the foregoing events, Newgen shall have the right to purchase
Products (or substitute products) from third parties without any obligation
to Xxxxxxxx.
8.2 ASSIGNMENT. Except as expressly provided hereunder, neither this
Agreement nor any rights or obligations hereunder may be assigned or
otherwise transferred by either party without the prior written consent of
the other party (which consent shall not be unreasonably withheld); provided,
however, that Newgen may assign this Agreement and its rights and obligations
hereunder without Xxxxxxxx'x consent to any affiliate of Newgen. The rights
and obligations of the parties under this Agreement shall be binding upon and
inure to the benefit of the successors and permitted assigns of the parties.
Any assignment not in accordance with this Agreement shall be void. Newgen
shall remain liable for payment of all outstanding invoices and charges
accrued up to the date of any valid assignment hereunder.
8.3 ENTIRE AGREEMENT; AMENDMENT. This Agreement (including the
exhibits attached hereto) sets forth all of the covenants, promises,
agreements, warranties, representations, conditions and understandings
between the parties with respect to the subject matter hereof, and supersedes
and terminates all prior agreements and understanding between the parties
with respect to the subject matter hereof. There are no covenants, promises,
agreements, warranties, representations conditions or understandings with
respect to the subject matter hereof, either oral or written, between the
parties other than as set forth herein. No subsequent alteration, amendment,
change or addition to this Agreement shall be binding upon the parties hereto
unless reduced to writing and signed by the respective authorized officers of
the parties.
8.4 HEADINGS. The captions contained in this Agreement are not a part
of this Agreement, but are merely guides or labels to assist in locating and
reading the several Sections hereof.
8.5 NOTICES. All notices and other communications provided for
hereunder shall be in writing and shall be mailed by first-class, registered
or certified mail, postage paid, or delivered personally, by overnight
delivery service or by facsimile, computer mail or other electronic means,
with confirmation of receipt, addressed as follows:
IF TO NEWGEN: NEWGEN RESULTS CORPORATION
00000 Xxxx Xxxxx Xxxxx
Xxx Xxxxx, XX 00000
Attn: Chief Financial Officer
Fax No. (000) 000-0000
IF TO XXXXXXXX: GEOMEL ENTERPRISES, INC.
0000 Xxxxxx Xx.
Xxx Xxxxx, XX 00000-0000
Attn: President
Fax No. (000) 000-0000
5.
Either party may by like notice specify or change an address to which
notices and communications shall thereafter be sent. Notices sent by
facsimile, computer mail or other electronic means shall be effective upon
confirmation of receipt, notices sent by mail or overnight delivery service
shall be effective upon receipt, and notices given personally shall be
effective when delivered.
8.6 INDEPENDENT CONTRACTORS. It is expressly agreed that Xxxxxxxx and
Newgen shall be independent contractors and that the relationship between the
two parties shall not constitute a partnership, joint venture or agency of
any kind. Neither party shall have the authority to make any statements,
representations or commitments of any kind, or to take any action, which
shall be binding on the other, without the prior written consent of the other
party.
8.7 SEVERABILITY. In case any provision of this Agreement shall be
invalid, illegal or unenforceable, the validity, legality and enforceability
of the remaining provisions shall not in any way be affected or impaired
thereby.
8.8 WAIVER. Except as specifically provided for herein, the waiver
from time to time by either of the parties of any of their rights or their
failure to exercise any remedy shall not operate or be construed as a
continuing waiver of the same rights or remedies or of any other of such
party's rights or remedies provided in this Agreement.
8.9 COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
6.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above set forth.
NEWGEN RESULTS CORPORATION GEOMEL ENTERPRISES, INC.
By: /s/ XXX XXXXXX By: /s/ XXX XXX
--------------------------------- ---------------------------------
Name: XXXXXX XXXXXX Name: XXX XXX
------------------------------- -------------------------------
Senior Vice President and
Title: Chief Financial Officer Title: President
------------------------------ ------------------------------
PURCHASE AGREEMENT
EXHIBIT A
PRODUCT SPECIFICATIONS
Dealer Letter Package
LETTERS
SIZE: 8 1/2 x 11
PRINT: 4 colors 1 Side
Laser printed and personalized
10% toner coverage (average)
PAPER: White - 95% usage
COLORS -- blue, ivory, gray, speckled - 5% of usage
ENVELOPES
#10 Standard left-handed window-- 95% of total envelopes
SIZE: 4 1/8 x 9 1/2
PRINT: 1 color 1 side
PAPER: White - 95% of usage
COLORS -- blue, ivory, gray, speckled - 5% of usage
#10 Double Window -- 5% of total envelopes
SIZE: 4 1/8 x 9 1/2
PRINT: 1 color 1 side
PAPER: White
MAIL PREPARATION
Fold and insert letters into appropriate #10 envelopes
insert 1 additional 8 1/2 x 11 sheet upon request [****] of [****] and
[****] the [****] not included)
submit to Presort Bureau for mailing
* CONFIDENTIAL TREATMENT REQUESTED
EXHIBIT B
Goals and Objectives
- Provide production site close to Newgen Results corporate office
- Facilitate [****] from letter creation to delivery to USPS
- Provide a "state of the art" production facility that will stay current
as technology progresses
- Provide an accurate accounting and reporting of data processed in our
Facility
- Meet NewGen Result's expectations in the monitoring and control of:
Laser print quality
Color print quality
Accuracy of envelopes, paper and inserting
* CONFIDENTIAL TREATMENT REQUESTED
[****] Production Overview
[****] [****] [****] [****] [****]
------- ------- --------- -------- --------
NewGen Results APM matches data APM inserts laser letters APM reprints damaged letters Mail enters mailstream
generates[****] with Newgen datalog into specific envelope types
letter copy and Confirmation that all data
Transmits data APM Laser prints irregularities are resolved
to APM letters
APM folds letters Presort Bureau pick up mail
* CONFIDENTIAL TREATMENT REQUESTED
[****]
NewGen generates [****] of [****] letter copy
- Files will be generated using the [****], with the [****] enabled.
- Each file will be comprised of letters representing [***], with
these letters having been designed to fit on [****] particular [***].
- There are some 1,500 active Dealerships and any or all of these may have
files generated on any given day.
- The total individual letters making up one output will average
near [****] copies.
- The [****] files will be named using the current Newgen file naming
conventions.
- There will be no lead page generated with each file, as is currently the
case.
- Letter files will be transferred to APM in [****] ([****]
and [****]). The transfer will be an [****] from Newgen to APM.
- Each [****] sent will be accompanied by a logfile listing the [****] in
[***] and [****] for [****].
* CONFIDENTIAL TREATMENT REQUESTED
[****]
7:00 am - 8:00 am at Xxxxxxxx Print & Mail the letter files sent the
[****] from Newgen are analyzed and prepared for laser printing.
- It is verified that a logfile was received with the data.
- It is checked that each letter file is based on the logfile.
- It is determined whether, for each entry on the logfile, a corresponding
data file has been received.
- It is verified that for each [****] letter file there is a matching
letterhead file available.
- Files that are not verified are moved to a [****] to await further
investigation.
- NewGen is immediately notified of any discrepancies brought to light by
the verification process.
- The data files are separated into [***] in
accordance with their [****] and their [****].
8:00 am Letter groups are assigned to [****] laser printer operators and
printed.
- [****] sheets are printed by each laser operator to check [***] quality
and machine [***]. [***] sheets are checked and signed by the supervisor.
- Each laser operator prints [***] copies during the [****].
- [****] test sheets are produced and reviewed at [****], [****], and
[****].
- Laser operators do a final quality review of a sample from each stack
of output (approximately 500) as it is removed from the
printer to include:
[****] code
[****] type
[****] quality
* CONFIDENTIAL TREATMENT REQUESTED
- As letter copies are produced they are placed on [****] and [****]
designated for only one particular [****] type. There will be only one
[****] at a laser printing station at one time.
- When a group of a particular type has completed printing, that [****] is
moved to a [****] in the post-print staging area.
- A report will be generated from the [****] listing the [****]
for each [****] processed that [****]. The counts will be
matched against the original NewGen logfile.
[****]
5:00 pm - 8:00 pm all letters are folded to fit the proper #10 window
envelope.
- Materials are moved on [****] and [****] as separate [****] type groups
to [****] in the pre-insert staging area. [****] types will not be mixed.
- The folder operator will periodically [****] review [***]
and [****] vs [***].
- Folding counts for each envelope type batch are measured and recorded by
the folder operator. Numbers processed are entered against an expected
count report.
- Any damaged pieces are separated out and attached to a "reprint
requested" form.
- The count reports and any pieces to be reprinted are left for review by the
morning supervisor.
* CONFIDENTIAL TREATMENT REQUESTED
[****]
8:00 am - 5:00 pm Inserting of letters is assigned by group to inserter
operators.
- Each inserter operator will process [****] letters per [***].
- At any given time, only one type of envelope is staged at an inserter.
- At 8:00 am, 10:00 am, 1:00 pm and 3:00 pm the inserter personnel will
review output with the supervisor and both will sign a quality
verification form verifying [***] and envelope [***].
- Inserter operators will periodically (approximately [****]) review [****]
and [****] vs [***].
- Inserted letters will be metered with the date of 2nd following working
day.
- Inserting counts for each envelope type batch are measured and recorded
by the inserter operator. Numbers processed are entered against an
expected count report.
- Any damaged pieces are separated out and attached to a "reprint requested"
form.
- The count report and any pieces to be reprinted are left for review by
the morning supervisor.
- Completed inserting will be moved to a final quality check area.
* CONFIDENTIAL TREATMENT REQUESTED
[****]
All damaged pieces are reprinted, folded and inserted. These letters are then
remarried with their original group in the mail pickup area.
- Any problems arising from incoming file verification questions are
resolved. The supervisor signs these off before the mail is released.
- The supervisor assembles all report information from the previous [****],
determines that it is consistent and complete. It is seen that all
computer data has been saved to the "master" transaction log.
- Data files are archived to computer type to be retained for 90 days.
- The Supervisor does a visual examination that the [****] and [****] of
the outgoing mail are correct.
- The supervisor releases the mail to the "Presort House".
[****]
"Presort House" submits mail to USPS.
FOLLOW UP
The "Presort House" will return counts of mail to APM. These counts will be
entered and checked against the "Master" log file.
[****] reports with [****], [****] times and [****] will be forwarded to NewGen.
* CONFIDENTIAL TREATMENT REQUESTED
[****]: Date: July 9, 1998
------------------------------------------ --------------------
Operator:
---------------------------------------
[****] Laser Count
Ford
------------------- -------------------
GM
------------------- -------------------
Nissan [****]
------------------- -------------------
Infiniti [****]
------------------- -------------------
Canadian [****]
------------------- -------------------
Standard [****]
------------------- -------------------
Double
------------------- -------------------
Lincoln
------------------- -------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Color Codes Paper
8:00 am (S)
----------- ----------- ----------- ----------- -----------
8:00 am (O)
----------- ----------- ----------- ----------- -----------
10:00 am (S)
----------- ----------- ----------- ----------- -----------
10:00 am (O)
----------- ----------- ----------- ----------- -----------
1:00 pm (S)
----------- ----------- ----------- ----------- -----------
1:00 pm (O)
----------- ----------- ----------- ----------- -----------
3:00 pm (S)
----------- ----------- ----------- ----------- -----------
3:00 pm (O)
----------- ----------- ----------- ----------- -----------
* CONFIDENTIAL TREATMENT REQUESTED
[****]: Date: July 9, 1998
------------------------------------------ --------------------
Operator:
---------------------------------------
[****] Folding Count
Ford [****]
------------------- -------------------
GM
------------------- -------------------
Nissan [****]
------------------- -------------------
Infiniti [****]
------------------- -------------------
Canadian [****]
------------------- -------------------
Standard [****]
------------------- -------------------
Double
------------------- -------------------
Lincoln
------------------- -------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Color Window Codes Paper
8:00 am (S)
----------- ----------- ----------- ----------- -----------
8:00 am (O)
----------- ----------- ----------- ----------- -----------
10:00 am (S)
----------- ----------- ----------- ----------- -----------
10:00 am (O)
----------- ----------- ----------- ----------- -----------
1:00 pm (S)
----------- ----------- ----------- ----------- -----------
1:00 pm (O)
----------- ----------- ----------- ----------- -----------
3:00 pm (S)
----------- ----------- ----------- ----------- -----------
3:00 pm (O)
----------- ----------- ----------- ----------- -----------
* CONFIDENTIAL TREATMENT REQUESTED
[****]: Date: July 9, 1998
--------------------------------------- --------------------
Operator:
---------------------------------------
[****] Inserting Count
Ford [****]
------------------- -------------------
GM
------------------- -------------------
Nissan [****]
------------------- -------------------
Infiniti [****]
------------------- -------------------
Canadian [****]
------------------- -------------------
Standard [****]
------------------- -------------------
Double
------------------- -------------------
Lincoln
------------------- -------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Color Window Codes Paper Envelope
8:00 am (S)
----------- ----------- ----------- ----------- -----------
8:00 am (O)
----------- ----------- ----------- ----------- -----------
10:00 am (S)
----------- ----------- ----------- ----------- -----------
10:00 am (O)
----------- ----------- ----------- ----------- -----------
1:00 pm (S)
----------- ----------- ----------- ----------- -----------
1:00 pm (O)
----------- ----------- ----------- ----------- -----------
3:00 pm (S)
----------- ----------- ----------- ----------- -----------
3:00 pm (O)
----------- ----------- ----------- ----------- -----------
* CONFIDENTIAL TREATMENT REQUESTED
NewGen Reprints
Date:
---------------------------------------------------------------
Machine:
------------------------------------------------------------
Operator:
-----------------------------------------------------------
Remarks:
------------------------------------------------------------
Envelope:
--------------------
Ford .......................... / /
------------------------------
GM ............................ / /
------------------------------
Nissan ......................... / /
------------------------------
Infiniti ....................... / /
Canadian ....................... / /
------------------------------
Standard ....................... / /
------------------------------
Double ......................... / /
------------------------------
Lincoln ........................ / /
------------------------------
Laser Reprint Quantity:
---------------------------------------------
Laser Operator:
-----------------------------------------------------
Data Entry Info Log:
------------------------------------------------
EXHIBIT C
PRICING GRID FOR NEWGEN RESULTS
Volume Price
[****] - PLUS $[****]
[****] - [****] $[****]
[****] - [****] $[****]
[****] - [****] $[****]
[****] - [****] $[****]
[****] - [****] $[****]
[****] - [****] $[****]
[****] - [****] $[****]
[****] - [****] $[****]
[****] - [****] $[****]
[****] - [****] $[****]
[****] - [****] $[****]
[****] $[****]
* CONFIDENTIAL TREATMENT REQUESTED
EXHIBIT D
INITIAL PRICE OF PAPER
THE INITIAL PRICE OF PAPER IS $[****] PER '000.
* CONFIDENTIAL TREATMENT REQUESTED
