0001133796-03-000029 Sample Contracts

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • March 18th, 2003 • Workflow Management Inc • Commercial printing

This First Amendment to Employment Agreement (this “Amendment”), by and between Workflow Management, Inc., a Delaware corporation (the “Company”) and Michael L. Schmickle (“Employee”), is made and entered into effective as of December 23, 2002.

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Contract
Credit Agreement • March 18th, 2003 • Workflow Management Inc • Commercial printing • Massachusetts

SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of January 15, 2003 among WORKFLOW MANAGEMENT, INC., a Delaware corporation (“Workflow” or the “Borrower”), DATA BUSINESS FORMS LIMITED, a corporation amalgamated and existing under the laws of the Province of Ontario, the Lenders from time to time party hereto, BANK ONE, N.A., as Syndication Agent (in such capacity, the “Syndication Agent”), BANK OF AMERICA, COMERICA BANK, and UNION BANK OF CALIFORNIA, N.A. as Co-Agents, and FLEET NATIONAL BANK, as Administrative Agent (in such capacity, the “Agent”). This Agreement amends and restates in its entirety the Existing Credit Agreement. Unless otherwise defined herein, all capitalized terms used herein and defined in Section 10 are used herein as so defined.

AGREEMENT
Employment Agreement • March 18th, 2003 • Workflow Management Inc • Commercial printing

This Agreement (this “Agreement”), dated as of January 6, 2003 (the “Effective Date”), is made and entered into by and between Thomas B. D’Agostino, Sr., an individual (hereinafter “D’Agostino”), and Workflow Management, Inc., a Delaware corporation (the “Company”). Capitalized terms used in this Agreement without definition shall have the meanings ascribed to such terms in the Employment Agreement (as defined below).

CONSULTING AGREEMENT
Consulting Agreement • March 18th, 2003 • Workflow Management Inc • Commercial printing • Florida

THIS CONSULTING AGREEMENT (hereinafter called “Agreement”) is made this 10th day of January, 2003, by and between Workflow Management, Inc. (hereinafter referred to as “Workflow”), and Steve R. Gibson (hereinafter referred to as “Consultant”)

WARRANT PURCHASE AGREEMENT
Warrant Purchase Agreement • March 18th, 2003 • Workflow Management Inc • Commercial printing • Delaware

The undersigned, Workflow Management, Inc., a Delaware corporation (hereafter, with its successors and assigns, the “Company”), proposes to sell and issue to each of the persons listed on the Schedule of Participants attached hereto (individually referred to herein as a “Participant”, and collectively referred to herein as the “Participants”) a Common Stock Purchase Warrant of the Company in the form of Exhibit A hereto, on and subject to the terms and conditions set forth in this Agreement. This Agreement is entered into, and each such Common Stock Purchase Warrant is issued, in connection with that certain Second Amended and Restated Credit Agreement dated as of January 15, 2003 among the Company and the Participants.

SEVERANCE AGREEMENT AND RELEASE
Severance Agreement • March 18th, 2003 • Workflow Management Inc • Commercial printing • Florida

This Severance Agreement and Release (hereinafter “Agreement”) is made and entered into by and between WORKFLOW MANAGEMENT, INC. (hereinafter referred to as “Workflow”) and STEVE R. GIBSON (hereinafter referred to as “Employee”).

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