Objective:

To create an understanding and an operating agreement
between a printer and an a vendor or trade shop.

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======================


VENDOR CONFIDENTIALITY and NON-COMPETE AGREEMENT

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 Trade Shop (hereinafter referred to a "THE VENDOR" for
the purposes of this Agreement)

Whereas THE VENDOR is an organization primarily engaged in
the products or services which may be purchased by THE
PRINTER and resold to THE PRINTER'S Clients.

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

Therefore, in consideration of THE PRINTER placing orders
for printing and related items to be produced by THE VENDOR,
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 the original orders for completed printing
projects and is, at all times, the exclusive Client of THE
PRINTER.

2. THE VENDOR agrees to maintain complete confidentiality of
all Client information, Client job specifications, Client
artwork, and Client job descriptions provided by THE PRINTER
in the process of quoting and/or producing a job together.

3. THE VENDOR agrees to exercise care and caution to keep
confidential any and all proprietary information concerning
the business and operation of THE PRINTER and its client,
which becomes known to THE VENDOR by reason of the
production of orders submitted by THE PRINTER.

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

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

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

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

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

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 VENDOR agrees not to directly or indirectly solicit
or engage in business with Client of THE PRINTER through the
services of another printer or broker.

11. THE VENDOR agrees not to directly or indirectly disclose
any marked or identified information about THE PRINTER'S
Client(s) to any person outside the employ of THE VENDOR.

12. Both parties agree that a waiver of any portion of the
terms of this agreement by THE PRINTER shall not constitute
as a waiver for similar situations or occurrences at a later
time.

13. THE VENDOR agrees to return all information and
materials submitted by THE PRINTER in the course of
producing work for the Client.

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

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


_____________________           By: ________________________
PRINTER


_____________________           By: ________________________
VENDOR



_____________________________________________________
The Client