Objective:

To create an understanding and an operating agreement
between a printer and an independent printing broker.

Disclaimer:

When in doubt, always get competent local legal advice.
This sample agreement, may or may not be totally operable
in all respects in every state. Check with a lawyer.


=================SAMPLE AGREEMENT BELOW======================


     Agreement Between Printer and Printing Broker

This Agreement is made this ___ day of ____________, 1998 by
and between This Print Shop, Inc. (hereinafter referred
to as "THE PRINTER" for the purposes of this Agreement), AND
The Broker Guys (hereinafter referred to a "THE BROKER" for
the purposes of this Agreement)

Whereas THE BROKER is an independent contractor and provider
of a range of printed products and services.

Whereas THE BROKER regards its relationship with its Clients
as of the essence of its business and of the essence of any
agreement with THE PRINTER.

Whereas THE PRINTER is an organization primarily engaged in
the production of printed products and related products and
services which may be sold by THE BROKER.

Therefore, in consideration of THE BROKER placing orders for
printing and related items produced by THE PRINTER, and as
an inducement to do business together, the parties agree as
follows:

1. The parties agree that a "client" is a company or person
who issues orders for complete printing projects, and that a
client of THE BROKER becomes such if a.) the client has
purchased from THE BROKER on a prior occasion withing the
preceding ___ months, or b.) THE BROKER has solicited or is
in the process of soliciting business from the client and is
seeking printers to perform all or portions of specific
printing jobs for that client.

2. The client of THE BROKER shall remain such for ___ months
after the completion of the last job handled by THE BROKER
on behalf of the client.

3. THE PRINTER agrees to maintain confidentiality of all
information provided by THE BROKER in the process of quoting
and/or producing a job together.

4. THE PRINTER acknowledges and agrees that it has no prior
or current relationship directly with the client who may
place orders through THE BROKER, and that THE PRINTER'S
relationship is to be exclusively through THE BROKER, and
that THE PRINTER will not communicate directly with the
client unless authorized by THE BROKER.

5. THE PRINTER agrees that it shall not solicit business,
directly or indirectly, or accept orders, or make
quotations, or engage in business with THE BROKER'S client.

6. Both parties agree that if THE PRINTER is to directly
bill THE BROKER'S client, the invoice will be prepared in
strict accordance with the instructions of THE BROKER and
that THE PRINTER may never invoice THE BROKER'S client(s)
directly without express prior consent in writing.

7. In such cases where THE PRINTER may direct bill the
client(s) of THE BROKER, THE PRINTER agrees to pay to THE
BROKER the cash difference between the client invoice amount
and the agreed job price to THE BROKER and that the payment
be made to THE BROKER within ___ days of receipt from
client.

8. THE PRINTER agrees that all prices quoted to THE BROKER
shall be considered as firm for a period of ____ .

9. Both parties agree that orders shall be in writing and
are not binding until accepted in writing. Both parties
agree that verbal orders shall not be binding in any event.

10. THE PRINTER agrees not to directly or indirectly solicit
or engage in business with any client of THE BROKER for a
period of __________ months following the termination of
this agreement.

11. This agreement shall remain in force until either party
terminates it by giving written notice to the other party
delivered by Certified Mail.

12. Both parties agree that a waiver of any portion of the
terms of this agreement by THE BROKER shall not constitute
as a waiver for any similar situation or occurrence at a
subsequent time.

13. The parties agree that this agreement shall also be
governed by the current Trade Customs of the Printing
Industry.

IN WITNESS WHEREOF, the parties have caused this agreement
to be signed on the day and year appearing above herein.


_____________________           By: ________________________
PRINTER


_____________________           By: ________________________
BROKER