8-K

UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

DATE OF REPORT: April 21, 2007

(Date of earliest event reported)

THE STANDARD REGISTER COMPANY

(Exact name of Registrant as specified in its charter)

OHIO                                          0-01097	31-0455440
(State or other jurisdiction of                (Commission File No.)	(I.R.S. Employer
Incorporation or organization)	Identification No.)
600 ALBANY STREET, DAYTON OHIO	45408
(Address of principal executive offices)	(Zip Code)
(937) 443-1000
(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act

[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act

[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

ITEM 2.01  COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS

On April 21, 2007, The Standard Register Company (the “Company”) and Exped LLC, a subsidiary of DoubleDay Acquisitions II, LLC, a Dayton-based investment firm, signed an Asset Purchase Agreement (the “Agreement”) and consummated the sale of the Company’s  Digital Solutions business unit, including certain inventory, equipment, prepaid assets, and intellectual property for $2.5 million in cash and the assumption of certain liabilities.  The transaction is expected to result in a net gain of approximately $1.0 million that will be recorded in the second quarter of 2007 results of operations.

The Company and Exped LLC had no prior material relationship with one another other than through the Agreement set forth above.  As part of the Agreement, the Company has agreed not to compete in the digital pen and paper business for a period of four years except in certain limited circumstances.  The Company will continue to supply digital paper products to Exped LLC and operate as a sales channel for Exped’s digital pen and paper products and solutions.  The Company does not expect revenue from these agreements to be significant.

A copy of the Agreement is attached as Exhibit 99.1 to this current report on Form 8-K and is incorporated herein by reference.

ITEM 7.01 REGULATION FD DISCLOSURE

On April 23, 2007 the Company issued a press release announcing the signing of the Agreement and the consummation of the sale by Standard Register of its Digital Solutions business unit to Exped LLC.  A copy of this press release is attached hereto as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(b)

Unaudited Pro Forma Financial Information

The following unaudited pro forma condensed consolidated financial statements give effect to the closing of the transaction contemplated by the Agreement.  The unaudited pro forma condensed consolidated balance sheet of the Company as of December 31, 2006 has been prepared as if the Company’s sale had been consummated on December 31, 2006.  The unaudited pro forma condensed consolidated statement of income of the Company for the year ended December 31, 2006 is presented as if the sale pursuant to the Agreement occurred on January 1, 2006 and the effect was carried forward through December 31, 2006.

The unaudited pro forma condensed consolidated financial statements presented below are based upon available information and certain assumptions considered reasonable by management.  The unaudited pro forma condensed consolidated financial statements may be subject to adjustment based on the actual carrying value of net assets sold at the date of closing, among other considerations.   The unaudited pro forma condensed consolidated financial statements do not represent what the Company’s financial position would have been assuming the completion of the Company’s sale of the Digital Solutions business unit pursuant to the Agreement had occurred on December 31, 2006, or what the Company’s results of operations would have been assuming the completion of the Company’s sale of the Digital Solutions business unit, nor do they project the Company’s financial position or results of operations at any future date or for any future period.  

These unaudited pro forma condensed consolidated financial statements should be read in conjunction with the Company’s annual report on Form 10-K for the year ended December 31, 2006 as filed with the Securities and Exchange Commission.

THE STANDARD REGISTER COMPANY
UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
AS OF DECEMBER 31, 2006
( Dollars in thousands)
	As	Adjustment
A S S E T S	Reported	for Disposition		Pro Forma
CURRENT ASSETS
Cash and cash equivalents	$                488	$                  2,500	(a)	$             2,988
Accounts and notes receivable, net	135,839			135,839
Inventories	49,242	(53)	(b)	49,189
Deferred income taxes	18,635			18,635
Prepaid expense	13,566	(489)	(b)	13,077
Total current assets	217,770	1,958		219,728
PLANT AND EQUIPMENT
Land	2,354			2,354
Buildings and improvements	65,408			65,408
Machinery and equipment	210,617			210,617
Office equipment	155,092	(370)	(b)	154,722
Construction in progress	10,297			10,297
Total	443,768	(370)		443,398
Less accumulated depreciation	325,620	(237)	(b)	325,383
Plant and equipment, net	118,148	(133)		118,015
Net assets held for sale	1,191	-		1,191
Total plant and equipment, net	119,339	(133)		119,206
OTHER ASSETS
Goodwill	6,557			6,557
Intangible assets, net	1,611			1,611
Deferred tax asset	86,710	(652)	(d)	86,058
Other	20,092			20,092
Total other assets	114,970	(652)		114,318
Total assets	$         452,079	$                  1,173		$         453,252
See accompanying notes to unaudited pro forma condensed consolidated financial statements.

THE STANDARD REGISTER COMPANY
UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
AS OF DECEMBER 31, 2006
( Dollars in thousands)
	As	Adjustment
LIABILITIES AND SHAREHOLDERS' EQUITY	Reported	for Disposition		Pro Forma
CURRENT LIABILITIES
Current portion of long-term debt	$                358			$                358
Accounts payable	36,254			36,254
Accrued compensation	28,050			28,050
Deferred revenue	1,725			1,725
Other current liabilities	34,927	(36)	(b)	35,147
		256	(c)
Total current liabilities	101,314	220		101,534
LONG-TERM LIABILITIES
Long-term debt	41,021			41,021
Pension benefit obligation	153,953			153,953
Retiree health care obligation	20,398			20,398
Deferred compensation	17,190			17,190
Other long-term liabilities	36	(36)	(b)	-
Total long-term liabilities	232,598	(36)		232,562
SHAREHOLDERS' EQUITY
Common stock, $1.00 par value:
Authorized 101,000,000 shares
Issued 2006 - 25,845,304; 2005 - 26,032,701	25,846			25,846
Class A stock, $1.00 par value:
Authorized 9,450,000 shares
Issued - 4,725,000	4,725			4,725
Capital in excess of par value	60,321			60,321
Accumulated other comprehensive losses	(141,302)			(141,302)
Retained earnings	218,278	989	(d)	219,267
Treasury stock at cost:				-
1,949,200 and 1,923,762 shares	(49,701)			(49,701)
Total shareholders' equity	118,167	989		119,156
Total liabilities and shareholders' equity	$         452,079	$             1,173		$         453,252
See accompanying notes to unaudited pro forma condensed consolidated financial statements.

THE STANDARD REGISTER COMPANY
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 2006
(Dollars in thousands, except per share amounts)
	As	Adjustment
	Reported	for Disposition		Pro Forma
REVENUE
Products	$        827,302	$                 (195)	(e)	$        827,107
Services	67,602	(418)	(e)	67,184
Total revenue	894,904	(613)		894,291
COST OF SALES
Products	546,543	(131)	(e)	546,412
Services	41,169	(44)	(e)	41,125
Total cost of sales	587,712	(175)		587,537
GROSS MARGIN	307,192	(438)		306,754
OPERATING EXPENSES
Selling, general and administrative	268,311	(4,392)	(e)	263,433
		(486)	(f)
Depreciation and amortization	28,786	(658)	(e)	28,128
Asset impairments	2,738			2,738
Restructuring charges	2,671			2,671
Total operating expenses	302,506	(5,536)		296,970
INCOME FROM CONTINUING OPERATIONS	4,686	5,098		9,784
OTHER INCOME (EXPENSE)
Interest expense	(2,285)			(2,285)
Investment and other income (expense)	228			228
Total other expense	(2,057)	-		(2,057)
INCOME FROM CONTINUING OPERATIONS
BEFORE INCOME TAXES	2,629	5,098		7,727
INCOME TAX EXPENSE	2,475	2,024	(e)	4,499
NET INCOME FROM CONTINUING OPERATIONS	$               154	$                3,074		$            3,228
BASIC AND DILUTED INCOME FROM CONTINUING
OPERATIONS PER SHARE	$              0.01	$                  0.10		$              0.11
WEIGHTED AVERAGE SHARES OUTSTANDING
Basic	28,543	28,543		28,543
Diluted	28,579	28,579		28,579
See accompanying notes to unaudited pro forma condensed consolidated financial statements.

NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in Thousands)
BALANCE SHEET
(a)	To reflect $2,500 in cash proceeds in consideration for the sale of assets of Digital Solutions.
(b)	To eliminate the assets and liabilities of the disposed business that were sold or written off.
(c)	To reflect the accrual of estimated transaction costs.
(d)	To reflect the estimated after-tax gain on sale of net assets of Digital Solutions.
STATEMENT OF INCOME
(e)	To reflect the adjustment required to eliminate the results of operations of Digital Solutions for the period indicated.
(f)	To remove executive shared-based compensation recorded by the Parent Company.
	The unaudited pro forma condensed consolidated statements of income for the twelve months ended December 31, 2006 do not reflect the estimated gain of  $989 on the sale of Digital Solutions that will be recorded in the second quarter 2007 results of operations

The following exhibits are filed with this Current Report on Form 8-K:

(d) Exhibits.

Exhibit No.	Description
99.1	Asset Purchase Agreement dated April 21, 2007 between The Standard Register Company and Exped LLC.
99.2	Press Release, dated April 23, 2007
99.3	Transition Services Agreement dated April 21, 2007 between The Standard Register Company and Exped LLC.
99.4	Print Services Agreement dated April 21, 2007 between The Standard Register Company and Exped LLC.
99.5	Unique Pattern Print Assistance Agreement dated April 21, 2007 between The Standard Register Company and Exped LLC.
99.6	Channel Partner and Referral Agreement dated April 21, 2007 between The Standard Register Company and Exped LLC.
99.7	Assignment and Assumption Agreement dated April 21, 2007 between The Standard Register Company and Exped LLC.
99.8	General Assignment and Bill of Sale dated April 21, 2007 between The Standard Register Company and Exped LLC.
99.9	Assignment of Intellectual Property dated April 21, 2007 between The Standard Register Company and Exped LLC.
99.10	Assignment of Copyrights dated April 21, 2007 between The Standard Register Company and Exped LLC.
99.11	Domain Names and Website Assignment dated April 21, 2007 between The Standard Register Company and Exped LLC.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

REGISTRANT

THE STANDARD REGISTER COMPANY

Date:  April 26, 2007

/s/ KATHRYN A. LAMME

By:       Kathryn A. Lamme

Senior Vice President, General Counsel &

Secretary

EX-99

Exhibit 99.1

ASSET PURCHASE AGREEMENT

dated as of

April 21, 2007

between

THE STANDARD REGISTER COMPANY, an Ohio corporation

EXPED, LLC, an Ohio limited liability company

and

solely with respect to Sections 6.2, 6.3, and 8.2.2,

DOUBLEDAY HOLDINGS, LLC, an Ohio limited liability company

ASSET PURCHASE AGREEMENT

This ASSET PURCHASE AGREEMENT (this “Agreement”) is entered into as of April 21, 2007, by and among EXPED, LLC, an Ohio limited liability company (“Exped”), THE STANDARD REGISTER COMPANY, an Ohio corporation (“Standard”), and solely with respect to Sections 6.2, 6.3, and 8.2.2, DOUBLEDAY HOLDINGS, LLC, an Ohio limited liability company (“DoubleDay”), under the following circumstances:

A.

Standard currently operates the Business (as defined below).

B.

Exped is a newly formed Ohio limited liability company, and DoubleDay is the owner of all of the issued and outstanding ownership interests in Exped.

C.

Subject to the terms and conditions provided in this Agreement, Exped shall purchase and Standard shall sell certain properties and assets used in the Business, subject to scheduled liabilities, all as provided herein.

NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties and covenants contained herein and intending to be legally bound, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

1.1

Certain Terms.  For all purposes of this Agreement, except as otherwise expressly provided, the words “include,” “includes” and “including” shall be deemed in each case to be followed by the words “without limitation”.

1.2

Definitions.  As used in this Agreement and the Exhibits and Schedules delivered pursuant to this Agreement, the following terms have the meanings set forth below:

1.2.1

“Action” means any action, complaint, petition, investigation, suit, audit, arbitration, litigation or other proceeding, whether civil, administrative, criminal, or investigative, at law or in equity or otherwise, before or by any arbitrator or Governmental Entity.

1.2.2

“Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling or controlled by, or under direct or indirect common control with, such Person.  A Person shall be deemed to control another Person if such Person possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of such other Person, whether through the ownership of voting securities or other ownership interests, by contract or otherwise.

1.2.3

“Agreement” means this Agreement, including (unless the context otherwise requires) all Exhibits and Schedules attached hereto or incorporated herein by reference, as the same may be amended, modified, or supplemented from time to time in accordance with the terms hereof.

1.2.4

“Assets” means all right, title and interest of Standard in, to and under the following personal properties and assets (whether tangible or intangible and wherever located) owned or leased by Standard and used in connection with the Business, as the same shall exist as of the Closing:

(a) the machinery, equipment (including computer and telecommunications equipment), certain furniture and other tangible or fixed assets listed or described on Schedule 1.2.4(a) (the “Equipment”);

(b) the finished goods, work-in-process, raw materials and other inventory relating to digital pens and digital paper items listed or described on Schedule 1.2.4(b) (the “Inventory”);

(c) the prepaid license fees of Standard related to the Business and listed or described on Schedule 1.2.4(c);

(d) the Contracts to which Standard is a party or by which it or any of its properties or assets is bound or affected and that are listed on Schedule 1.2.4(d) (the “Assumed Contracts”);

(e) the rights in the Intellectual Property Assets defined by Section 1.2.19, and listed or described on Schedule 1.2.19, subject to the limitations of Section 6.5 below;

(f) the advertising, marketing, sales and promotional materials of Standard related to the Business (including any catalog or brochure) listed on Schedule 1.2.4(f) (“Materials”) subject to the limitations of Section 6.5 below; and

(g) all goodwill of Standard related to the Business.

1.2.5

“Assumed Liabilities” means, subject to the indemnification obligations under Section 8.2.1, only those Liabilities of Standard that are listed on Schedule 1.2.5 and, as to the Assumed Contracts, shall only include the obligations thereunder that accrue and relate to the period after the Closing Date.

1.2.6

“Business” means the business of developing, operating, licensing, marketing, selling, providing and supporting digital pen and paper solutions, products and services, including, but not limited to, digital pens, related software, forms printed with Anoto Dot Pattern, and design and definition of Anoto Dot Pattern forms.

1.2.7

“Code” means the Internal Revenue Code of 1986, as amended, including the rules and regulations promulgated thereunder.

1.2.8

“Company Transaction Documents” means this Agreement and any other agreement, instrument, document or certificate executed and delivered by Standard pursuant to this Agreement or in connection with the transactions contemplated hereby, as the same may be modified, supplemented or amended from time to time.

1.2.9

“Contract” means any loan, note, bond, mortgage, indenture, lease, agreement, contract, instrument, concession, guarantee (or similar agreement or instrument) (whether in oral or written form).

1.2.10

“Exped Transaction Documents” means this Agreement and any other agreement, instrument, document or certificate executed and delivered by Exped pursuant to this Agreement or in connection with the transactions contemplated hereby, as the same may be modified, supplemented or amended from time to time.

1.2.11

“Environmental Law” means any federal, state, local, foreign, or other law, statute, rule, ordinance, order or requirement relating to public health, safety, pollution, contamination or the environment, including relating to: (i) the release (or threatened release), discharge, emission, injection, spillage, leakage or disposal to ambient air, land surface (or subsurface strata) or surface or ground water of Hazardous Materials, (ii) to the withdrawal or use of ground or surface water, (iii) the use, manufacture, processing, generation, distribution, transport, storage, possession, handling or disposal of Hazardous Materials, (iv) the exposure to Hazardous Materials, (v) air, water, or noise pollution, (vi) soil or water contamination, (vii) the protection of wildlife, marine sanctuaries and wetlands, (viii) the protection of natural resources, (ix) storage tanks, vessels, and related equipment, (x) abandoned or discarded barrels, containers, and other closed receptacles or (xi) the health or safety of employees and includes the federal Comprehensive Environmental Response Compensation and Liability Act, the federal Clean Air Act, the federal Water Pollution Control Act, the federal Solid Waste Disposal Act and the federal Insecticide, Fungicide and Rodenticide Act.

1.2.12

“Environmental Permit” means any permit, license, approval, filing, consent or authorization required under, or in connection with, any Environmental Law and includes any orders, consent orders or agreements issued by or entered into with a Governmental Entity.

1.2.13

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated thereunder.

1.2.14 “Excluded Liabilities” means all Liabilities of Standard other than the Assumed Liabilities, including, without limitation, all warranty/make good work arising out of products manufactured, sold, or delivered by or on behalf of Standard prior to the Closing, including, without limitation, the matter described on Section 4.22 of the Standard Disclosure Schedule.

1.2.15

“Expedata Personnel” means the employees set forth on Standard Disclosure Schedule 4.21.

1.2.16

“Governmental Entity” means any government (or any governmental or political subdivision thereof) or any agency, public or regulatory authority, instrumentality, ministry, bureau, board, arbitrator, commission, court, department, official, political subdivision, tribunal or other instrumentality of any government, whether foreign or domestic and whether national, federal, tribal, provincial, state, regional, local, municipal, or other.

1.2.17

“Hazardous Material” means (a) any hazardous, toxic, controlled, prohibited, or regulated materials, substances, or wastes under any Environmental Law, including, containing or constituting petroleum (its derivative, by-products, or other hydrocarbons) or petroleum products, solvents (including chlorinated solvents), nuclear or radioactive materials, asbestos in any form that is or could become friable, radon, lead-based paint, urea formaldehyde foam insulation or polychlorinated biphenyls, and other reactive, corrosive, carcinogenic, flammable or polluting materials, substances or wastes, and (b) any other chemical, material, substance or waste that is now defined as, or included in the definition of, “hazardous substance(s),” “hazardous waste(s),” “hazardous material(s),” “extremely hazardous waste(s),”  7;restricted hazardous waste(s),” “toxic substance(s),” “toxic pollutant(s)” or words of similar import under or pursuant to any Environmental Law.

1.2.18

“Income Tax” means any federal, state, local, foreign, or other income, alternative or add-on minimum tax, gross income, gross receipts, franchise, or profits tax, including estimated taxes relating to any of the foregoing, or other similar tax or other like assessment, levy, or charge of similar kind whatsoever, excluding any Other Tax, together with any interest and any penalty, addition to tax or additional amount imposed by any Taxing Authority responsible for the imposition of any such Tax (domestic or foreign).  

1.2.19

“Intellectual Property Assets” means both United States and foreign intellectual property rights in: (i) all trademarks, trademark registrations, trademark applications, service marks, service mark registrations, service mark applications, domain names, trade names, brand names, trade dress, logos (or other identifying marks or symbols) and legal or other names (or any similar derivation or variation thereof), together with all renewals, translations, adoptions, derivatives and combinations thereof, all trademark or service mark interests accruing by reason of international trademark conventions, and including all goodwill associated therewith used in the Business, and all rights to sue for, settle, or release any past, present, or future infringement thereof or unfair competition involving the same, (collectively, the “Trademarks”),   ;(ii) all patents, patent applications and patent disclosures, together with all continuations, continuations-in-part, divisionals, revisions, extensions, substitutions, reissues and reexaminations thereof and the inventions disclosed therein, whether patentable or unpatentable and whether or not reduced to practice used in the Business and all rights to sue for, settle, or release any past, present, or future infringement thereof (collectively, the “Patents”); (iii) copyrights, copyright registrations and applications for the registration of copyrights, all copyright interests accruing by reason of international copyright conventions, all moral rights pertaining thereto, all design registrations, mask works used in the Business, and all rights to sue for, settle, or release any past, present, or future infringement thereof (collectively, the “Copyrights”), and (iv) all know how, trade secrets, technology, drawings, proprietary information and rights, and other industrial or intellectual property rights, all computer software, source code, and software tools, unpatentable inventions and all other proprietary intellectual rights, processes, ideas, concepts, discoveries, improvements, data formats, reports, and formulae used in the Business and all rights to sue for, settle, or release any past, present, or future infringement thereof (collectively, the “Other Intellectual Properties”).  

As of the Closing Date, the Intellectual Property Assets consists of the Trademarks, Patents, Copyrights, and Other Intellectual Properties identified and listed on Schedule 1.2.19.

1.2.20

“IRS” means the United States Internal Revenue Service or any successor entity thereto.

1.2.21

“Knowledge,” “Known to” or any similar phrase means, with respect to any matter in question, that, with regard to Standard, that none of the officers or employees of Standard set forth in Schedule 1.2.21 has actual knowledge of such fact or other matter.  

1.2.22

“Law” or “Laws” means any law, statute, order, decree, consent decree, judgment, rule, regulation, ordinance or other pronouncement having the effect of law whether in the United States  or any foreign country, or any domestic or foreign state, province, principality, territory, county, city or other political subdivision or of any Governmental Entity.

1.2.23

“Liabilities” means all indebtedness, obligations and other liabilities of a Person, whether absolute, accrued, contingent (or based upon any contingency), known or unknown, direct or indirect, fixed or otherwise, or whether due or to become due, including any such indebtedness, obligations, or other obligations of another Person which are guaranteed or in effect guaranteed by such Person.

1.2.24

“Liens” means any mortgage, deed of trust, pledge, assignment, security interest, hypothecation, lease, lien (including statutory liens), easement, license, covenant, condition, adverse claim, levy, charge, option, equity, restriction, priority, preference, deposit arrangement, reservation, or other encumbrance of any kind or nature, including any conditional sale contract or other title retention contract (including any lease which is or should be capitalized under generally accepted accounting principles) or other contract which may create, cause or give rise to any of the foregoing, except for any restrictions on transfer generally arising under any applicable federal or state securities law.

1.2.25

“Material Adverse Effect” means, with respect to Standard, any event, circumstance, change, condition, development or occurrence, which either individually or in the aggregate has or could have a material adverse change upon, or which results or could result in a material adverse change, taken as whole, in the Business, results of operations, condition (financial or other), properties, value, assets or Liabilities or prospects of the Business or the Assets, except where any such change is due to a general economic downturn in the economy or the industry of the Business.  

1.2.26

“Order” means any decree, judgment, ruling, arbitration award, assessment, writ, injunction or similar order of any Governmental Entity (in each such case whether preliminary, temporary, permanent, or final).

1.2.27

“Other Tax” means any federal, state, local, foreign or other sales, use, ad valorem, business license, withholding, payroll, employment, social security, unemployment, excise, stamp, transfer, recording, occupation, premium, property, unclaimed property, value added, custom duty, severance, windfall profit or license tax, governmental fee or other similar assessment, levy, or charge, together with any interest and any penalty, addition to tax or additional amount imposed by any Taxing Authority responsible for the imposition of any such Tax (domestic or foreign).

1.2.28

“Permit” means any governmental license, permit, approval, consent, filing, exemption, franchise or authorization required under, or in connection with, any Law, and includes any Environmental Permit.

1.2.29

“Person” means any natural person, corporation, general partnership, limited partnership, limited liability company or partnership, proprietorship, other business organization, trust, union, association or Governmental Entity.

1.2.30

“Proceeding” means any action, arbitration, audit, hearing, investigation, litigation, or suit (whether civil, criminal, administrative, investigative, or informal) commenced, brought, conducted, or heard by or before, or otherwise involving, any court or other Governmental Entity or referee, trustee, arbitrator or mediator.

1.2.31

“Records” means all property records, production records, engineering records, purchasing and sales records, personnel and payroll records, accounting, tax and financial records, customer, supplier and vendor lists and records, mailing lists, drawings, schematics, process flow charts, and other records and files (whether in written, electronic or other form) of Standard related to the Business or the Assets.

1.2.32

“Standard Disclosure Schedule” means the Schedules delivered to Exped by, or on behalf of, Standard (concurrently with entering into this Agreement), containing all lists, descriptions, exceptions, and other information and materials that are required to be included therein in connection with the representations and warranties made by Standard in ARTICLE 4 or that are otherwise required to be included therein.

1.2.33

“Standard Plan” means (a) each of the “employee benefit plans” (as such term is defined in Section 3(3) of ERISA) of which Standard or any of its Affiliates is or ever was a sponsor or participating employer or as to which Standard or any of its Affiliates makes or has made contributions or is required to make contributions and (b) any other employee compensation, benefit or welfare plan, agreement, policy, program, practice or other arrangement of Standard or any of its Affiliates (whether written or oral) providing for health, life, vision, dental or other insurance coverage or benefits (including self-insured arrangements), workers’ compensation, disability or accident benefits (including insurance benefits), supplemental unemployment benefits, severance pay or benefits, vacation pay or benefits, dependent care assistance, educatio nal reimbursement, retirement or pension benefits, or other fringe benefits or for profit sharing, deferred compensation, savings, thrift, bonuses, stock options, stock appreciation rights, stock purchase, phantom stock or incentive compensation or post-retirement insurance, compensation or benefits, or for continued employment.

1.2.34

“Tax” or “Taxes” means Income Taxes and/or Other Taxes, as the context requires.

1.2.35

“Tax Laws” means the Code and any federal, state, county, local or foreign law relating to Taxes and any regulations or official administrative pronouncements promulgated thereunder.

1.2.36

“Tax Returns” means any return, report, information return, schedule, certificate, statement or other document (including any related or supporting information) related

to the Business or the Assets filed or required to be filed with, or, where none is required to be filed with a Taxing Authority, the statement or other document issued by, a Taxing Authority in connection with any Tax.

1.2.37

“Taxing Authority” means any Governmental Entity having or purporting to exercise jurisdiction with respect to any Tax.

1.2.38

“Transaction Documents” means collectively this Agreement and all of the other agreements, instruments and documents executed and delivered in connection with the transactions contemplated hereby.

1.3

Terms Used Within Sections.  Each of the following terms is defined in the Section set forth opposite such term:

Term	Section
Assumed Contracts	1.2.4 (d)
Cash Compensation	4.21
Claims	8.2.1
Closing	3.1
Closing Date	3.1
Damages Equipment	8.2.1 1.2.4 (a)
Indemnitee	8.2.4
Indemnitor Inventory	8.2.4 1.2.4 (b)
Noncompetition Period	6.2
Notice	8.2.4
Permitted Liens	4.14
Standard Financial Statements Standard Insurance Policies Standard Interim Financial Statements Standard Year-End Financial Statements	4.7 4.20 4.7 4.7

ARTICLE II

SALE OF ASSETS

2.1

Sale of Assets.  Subject to the terms and conditions of this Agreement, Standard shall transfer and assign the Assets to Exped pursuant to the Bill of Sale, and Exped shall assume the Assumed Liabilities pursuant to the Assignment and Assumption Agreement.

2.2

Payment of Purchase Price.  In consideration for the Assets, Exped shall assume the Assumed Liabilities and shall pay Standard $2,500,000 in cash or immediately available funds concurrently with the execution and delivery of this Agreement and the documents contemplated hereby.

ARTICLE III

CLOSING

3.1

Closing.  The closing of the transactions contemplated hereby (the “Closing”) shall take place at the offices of Chernesky, Heyman, & Kress, P.L.L., Suite 1100, 10 Courthouse Plaza SW, Dayton, Ohio 45402 as of the date hereof (the "Closing Date").

3.2

Closing Documents.  Simultaneously with the execution and delivery of this Agreement, the parties hereto shall deliver certain documents effective as of the Closing Date, including but not limited to the following:

3.2.1

A Bill of Sale executed by Standard in the form of Exhibit 3.2.1 attached hereto (the "Bill of Sale");

3.2.2

An Assignment and Assumption Agreement executed by Standard and Exped, in the form of Exhibit 3.2.2 attached hereto (the "Assignment and Assumption Agreement");

3.2.3

A Transition Services Agreement executed by Standard and Exped, in the form of Exhibit 3.2.3 attached hereto;

3.2.4

A Print Services Agreement executed by Standard and Exped, in the form of Exhibit 3.2.4 attached hereto (the "Print Services Agreement");

3.2.5

A Channel Partner Agreement executed by Standard and Exped, in the form of Exhibit 3.2.5 attached hereto (the "Channel Partner Agreement");

3.2.6

A Unique Pattern Print Assistance Agreement executed by Standard and Exped, in the form of Exhibit 3.2.6 attached hereto;

3.2.7

A Domain Names and Website Assignment executed by Standard and Exped, in the form of Exhibit 3.2.7 attached hereto;

3.2.8

An Assignment of Intellectual Property executed by Standard and Exped, in the form of Exhibit 3.2.8 attached hereto; and

3.2.9

A Copyright Assignment executed by Standard and Exped, in the form of Exhibit 3.2.9 attached hereto.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF STANDARD

Standard hereby represents and warrants to Exped that:

4.1

 Corporate Existence and Power of Standard.  Standard is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Ohio, and has all corporate powers and all Permits of any Governmental Entity required to carry on the

Business as now conducted or proposed to be conducted.  Standard is duly licensed or qualified to do business as a foreign corporation and is in good standing in all fifty states of the United States of America.  

4.2

Standard Subsidiaries. The Business is operated as a business unit of Standard.  Standard has no subsidiaries, affiliates or other entities (or interests therein) that are engaged in the Business.

4.3

Corporate Authority.  Standard has the requisite corporate power and authority to execute and deliver the Company Transaction Documents and to consummate the transactions contemplated thereby. The execution and delivery by Standard of the Company Transaction Documents and the consummation by Standard of the transactions contemplated thereby have been duly authorized by all necessary corporate action. This Agreement has been, and each of the other Company Transactions Documents, upon its execution and delivery, will be, duly executed and delivered by Standard and constitutes or will constitute a legal, valid and binding agreement of Standard, enforceable against Standard in accordance with its terms.

4.4

Permits.  Standard has obtained and holds, and is in compliance with the terms of, all Permits that are necessary or desirable for the operation of the Business or for the ownership, or operation or use of the Assets.  Section 4.4 of the Standard Disclosure Schedule contains a true, complete and correct list of all Permits that Standard currently holds for the operation of the Business or for the ownership, operation or use of the Assets, and all of such Permits are valid and in full force and effect.  With respect to the Permits set forth in Section 4.4 of the Standard Disclosure Schedules, no action or proceeding is pending or, to the Knowledge of Standard, threatened, that could reasonably be expected to have a Material Adverse Effect on the Business or the Assets, and Standard has not received any notice of the proposed revocation, termination, cancellation or withdrawal o f any of such Permits.  Except as disclosed in Section 4.4 of the Standard Disclosure Schedule, the consummation of the transactions contemplated hereby will not effect the validity of, or result in any modification to, or any revocation, termination, cancellation or withdrawal of, any of such Permits and will not require any consent or approval of any Person under, or in connection with, any of such Permits.  

4.5

Non-Contravention.  Except as set forth in Section 4.5 of the Standard Disclosure Schedule, the execution and delivery of the Company Transaction Documents do not, and the consummation of the transactions contemplated thereby and compliance with the provisions thereof do not and will not, (a) result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a benefit under, or require the consent of or notice to any Person that is a party to, any Contract relating to the Business to which Standard is a party or by which it or any of its assets is bound or affected, or result in the creation of any Lien upon any of the Assets, (b) conflict with or result in any violation of any provision of the Articles of Incorporation or the Code of Regulatio ns of Standard, or (c) conflict with or violate any Law, rule, regulation, judgment, injunction, order or decree applicable to Standard or any of its properties or assets.  Further agreements with regard to consents are set forth on Exhibit 4.5 to this Agreement.

4.6

Government Approvals and Consents.  Except as set forth in Section 4.6 of the Standard Disclosure Schedule, no filing or registration with, notice to or authorization, consent or approval of, any Governmental Entity is required by or with respect to Standard in connection with the execution and delivery of any of the Company Transaction Documents by Standard or is necessary for the consummation of the transactions contemplated thereby.

4.7

Financial Statements.  Section 4.7 of the Standard Disclosure Schedule sets forth Standard’s internally prepared balance sheet for the Business as of December 31, 2006 and the related statement of income for the twelve-month periods ending December 31, 2006 (the “Standard Year-End Financial Statements”) and Standard’s internally prepared  balance sheet for the Business as of April 1, 2007 and related statement of income for the period commencing January 1, 2007 and ending March 31, 2007 (the “Standard Interim Financial Statements”).  The Standard Year-End Financial Statements and the Standard Interim Financial Statements have been prepared in accordance with generally accepted accounting principles consistently applied, other than year-end adjustments in the Standard Interim Financial Statements.  The Standard Year-End Financial Statements an d Standard Interim Financial Statements (together referred to as the “Standard Financial Statements”) accurately and fairly present the financial condition and operating results of and for the Business as of the dates and during the periods indicated therein and include certain overhead-related expenses that are allocated to the Business by Standard.  

4.8

Absence of Undisclosed Liabilities. There are no material liabilities of Standard related to the Business of any kind, other than:

4.8.1

liabilities provided for in the Standard Interim Financial Statements;

4.8.2

liabilities incurred or arising in the ordinary course of business since December 31, 2006 (for this purpose, a liability incurred or arising out of a tort, a breach of contract or a violation of any Law shall not in any event be deemed a liability incurred or arising in the ordinary course of business);

4.8.3

liabilities disclosed in Section 4.8 of the Standard Disclosure Schedule; and

4.8.4

the Assumed Liabilities.

Exped expressly acknowledges that there are certain rights and assets (such as certain “off-the-shelf” software licenses) which are not included in either the Assets or the Assumed Liabilities and will need to be individually purchased by Exped in order to operate the Business in the same manner as operated by Standard prior to the Closing Date.

4.9

Absence of Certain Changes or Events.  Except as disclosed in Section 4.9 of the Standard Disclosure Schedule or except as contemplated hereby, since  December 31, 2006, Standard has conducted the Business in the ordinary and usual course consistent with past practices and, without limitation, there has not been, with respect to the Business:

4.9.1

any event, occurrence or development (whether or not covered by insurance) which has had, or which would reasonably be expected to have, a Material Adverse Effect;

4.9.2

any making of any loan, advance or capital contributions to or any material change in any accounting principle or accounting practice by Standard affecting the Standard Financial Statements except as otherwise set forth in this Agreement;

4.9.3

any (i) Contract entered into with any Expedata Personnel or any of their family members or Affiliates; (ii) increase in the rate or terms of compensation payable or to become payable by Standard to, or any increase in the rate or terms of any bonus, pension or other employee benefit covering, any Expedata Personnel, except increases in the ordinary and usual course of business, which individually or in the aggregate are not material; or (iii) grant of any severance, retention, bonus or termination pay to any Expedata Personnel;

4.9.4

any termination, suspension, loss or material disruption of the relationship of Standard with any of the Business’s customers, suppliers or vendors which has had, or would reasonably be expected to have, a Material Adverse Effect;

4.9.5

any material change in the levels of Inventory compared to historical practice or any material delay in the payment of accounts payable; and

4.9.6

any capital expenditure(s) in excess of $10,000 individually.

4.10

Standard Litigation.  Except as disclosed in Section 4.10 of the Standard Disclosure Schedule, there is no Action related to or affecting the Business or the Assets that is (i) pending or, (ii) to the Knowledge of Standard, threatened against or affecting Standard or any of its properties (including employee benefit claims or workers compensation claims) before any Governmental Entity (including for this purpose any arbitration tribunal) or, to the Knowledge of Standard, any basis therefor.  Except as disclosed in Section 4.10 of the Standard Disclosure Schedule, Standard is not subject to any order, judgment, injunction or decree of any Governmental Entity (including for this purpose any arbitration tribunal) related to the Business or the Assets.   Except as disclosed in Section 4.10 of the Standard Disclosure Schedule, there is no Action pending or, to the Knowledge of Standard, threatened against Standard with respect to product liability claims related to the Business, nor have there ever been any such Actions.  Schedule 4.10 sets forth all workers compensation claims that have been made related to the Business since December 31, 2005.

4.11

Contracts.

4.11.1

Schedule of Contracts. Disclosed in Section 4.11.1 of the Standard Disclosure Schedule is a true and complete list of material Contracts to which Standard is a party related to the Business or by which the Assets or the Business are bound or affected.

4.11.2

Contracts with Affiliates.  Except as disclosed in Section 4.11.2 of the Standard Disclosure Schedule, there are no Contracts between Standard on the one hand and any Affiliate of Standard on the other that relate to or affect the Business or the Assets.  

4.11.3

Validity of Contracts.  Subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting creditors’ rights generally and to general principles of equity, except as disclosed in Section 4.11.3 of the Standard Disclosure Schedule, each Contract required to be disclosed pursuant to this Section is a valid and binding

agreement of Standard, is enforceable in accordance with its terms and is in full force and effect, provided that any party (other than Standard) to any such Contract possessed all requisite power and authority to execute and deliver such Contract and that the execution was duly and validly authorized by such party.  Neither Standard nor, to the Knowledge of Standard, any other party thereto is in default (or alleged default) or breach (or alleged breach) under the terms of any such Contract.  Standard has not received any notice of termination or cancellation of any such Contract.  

4.11.4

Copies.  True and complete copies of all Contracts required to be so listed pursuant to this Section 4.11, including all amendments thereto, have been made available by Standard to Exped.  

4.12

Compliance with Laws and Court Orders.  Except as disclosed in Section 4.12 of the Standard Disclosure Schedule, Standard has Conducted the Business in accordance with, and Standard is otherwise in compliance with, all Laws applicable to the Business, except for non-compliance that would not have a Material Adverse Effect.  

4.13

Taxes.  Except as shown in Section 4.13 of the Standard Disclosure Schedule:

4.13.1

Tax Returns.  All Tax Returns required to have been filed by, or with respect to, the Assets or the Business have been duly and timely filed in accordance with applicable filing deadlines or extensions thereof.  All Taxes related to the Business or the Assets due and payable by Standard, whether or not shown on any Tax Return, or claimed to be due by any Taxing Authority, for periods (or portions of periods) covered by the Standard Financial Statements, have been paid or accrued on the balance sheet(s) included in the Standard Financial Statements.

4.13.2

Extensions.  Standard is not a party to any agreement extending the time within which to file any Tax Return related to the Business or the Assets.  

4.13.3

Withholdings.  Standard has withheld all Taxes required to have been withheld in accordance with Tax Laws applicable to the Assets and the Business and has paid the amounts so withheld in accordance therewith.

4.13.4

Waiver of Statute of Limitations.  There are no outstanding agreements or waivers extending the statutory period of limitation applicable to any Tax Returns required to be filed by Standard that relate to the Business or the Assets or with respect to any Tax assessment or deficiency affecting the Business or the Assets.

4.13.5

No Pending Claims.  There is no action, suit, Proceeding, or to the Knowledge or Standard, investigation, audit or claim now proposed or pending against or with respect to Standard in respect of any Tax related to the Business or the Assets.

4.13.6

Allocation/Sharing.  Standard is not a party to, nor is it bound by, any Tax allocation or Tax sharing agreement or arrangement related to the Business or the Assets nor does Standard haves any current contractual obligation to indemnify any other Person with respect to Taxes or any other similar payments that relate to the Business or the Assets.

4.14

Title to Assets; Encumbrances; Sufficiency of Assets.  Standard has, and will have as of the Closing, good, valid and marketable title to all of the Assets (real, personal, tangible, intangible or mixed), including all such assets reflected in the Standard Financial Statements (except for assets disposed of in the ordinary course of business and consistent with past practices since the date of such financial statements).  Except, as described in Section 4.14 of the Standard Disclosure Schedule, none of the Assets are subject to any Liens (whether absolute, accrued, contingent or otherwise), and as of Closing, none of the Assets will be subject to any Liens except for those liens identified in Section 4.14 of the Standard Disclosure Schedule as “Permitted Liens” (the “Permitted Liens”).  Except as set forth in Section 4.14 of the Standard Disclosure Schedule , there are no assets, properties or rights necessary to the conduct of the Business that are not owned by Standard or available to Standard pursuant to a Contract disclosed in Section 4.11.1 of the Standard Disclosure Schedule, or that are not included in the Assets.

4.15

Ownership of Intellectual Property Assets.  

Standard has good, valid and marketable title to all the Intellectual Property Assets listed in Schedule 1.2.19 free and clear of all claims, charges, liens, mortgages, security interests, pledges, restrictions or encumbrances. Standard owns or possesses licenses or other legally enforceable rights to use all intellectual property and other intangible assets related to third-parties which are listed in Schedule 1.2.19. To the Knowledge of Standard, the Intellectual Property Assets are all the intellectual property rights used to conduct the Business as conducted prior to the date hereof, except for those matters addressed in Section 6.5.3.  As of the Closing Date, the conduct of the Business and use of the Intellectual Property Assets do not infringe or conflict in any respect with (a) the copyright of any Person, (b) to the Knowledge of Standard, the trademark, mask work or patent right of any P erson or (c) to the Knowledge of Standard, any other trade secret or intellectual property rights of any Person.  

4.16

Employee Benefit Plans.  Section 4.16 of the Standard Disclosure Schedule contains a complete and accurate list of all Standard Plans in which any of the Expedata Personnel participate or are eligible to participate.  

4.17

Environmental Matters.  Standard’s operation of the Business is, and at all times has been, and all real property currently or previously owned, leased, occupied, used by or under the control of Standard in connection with the Business or the Assets and all operations or activities of the Business is and has been, in compliance with and not subject to any Liability under any applicable Environmental Law or Environmental Permit.  There is no condition or circumstance regarding the Business or the Assets or any such real property or the operations or activities conducted thereon, that could reasonably be expected to give rise to a violation of, or Liability under, any applicable Environmental Law or Environmental Permit.  Neither Standard, nor to the Knowledge of Standard, any Person, the acts or omissions of which may be attributable to, the responsibility of or the basis of a Liability to, Standard related to the Business or the Assets, has or has arranged to have any Hazardous Material generated, released, treated, stored or disposed of at, or transported to, any facility or property the remediation or cleanup of which, or the response costs related thereto, could reasonably be expected to result in Liability to Standard related to the Business or the Assets.  Standard has not received any notice of any allegation, claim, demand, citation, notice of violation, or order of noncompliance made against

Standard relating or pursuant to any Environmental Law or Environmental Permit in connection with the Business or the Assets and, to the Knowledge of Standard, no such allegation, claim, demand, citation, notice of violation or order of noncompliance is threatened nor is there any basis therefor.

4.18

Labor Matters.  With respect to the Expedata Personnel: (a) there are no pending or, to the Knowledge of Standard, threatened unfair labor practice charges, labor arbitration proceedings, or employee grievance charges or any basis therefor; (b) there is no request for union representation, labor strike, dispute, slowdown, lockout, or stoppage actually pending or, to the Knowledge of Standard, threatened against Standard; (c) Standard is not a party to any collective bargaining agreement.  With respect to the Expedata Personnel, Standard is, and has been, in material compliance with all applicable Laws respecting employment and employment practices and the terms and conditions of employment, wages and hours, including any such Laws relating to employment discrimination, occupational safety and health, and unfair labor practices. Standard is not delinquent in payments to the Expedata Personnel for any wages, salaries, commissions, bonuses or other direct compensation for any services performed by them or any amounts required to be reimbursed to such employees.  Section 4.18 of the Standard Disclosure Schedule contains an accurate list of all employment Contracts (including all oral Contracts) between Standard and any Expedata Personnel.

4.19

Finders’ Fees.  There is no investment banker, broker, finder or other intermediary which has been retained by or is authorized to act on behalf of Standard who might be entitled to any fee or commission in connection with the transactions contemplated by this Agreement.

4.20

Insurance.  Section 4.20 of the Standard Disclosure Schedule contains a true, complete and correct list of all Standard insurance policies relating to the Business or Assets maintained by Standard ("Standard Insurance Policies"). Each Standard Insurance Policy is in full force and effect and is valid, outstanding and enforceable, and all premiums due thereon have been paid in full. Standard has complied in all material respects with the provisions of each Standard Insurance Policy under which it is the insured party.  

4.21

Employee/Independent Contractor List.  Section 4.21 of the Standard Disclosure Schedule contains a complete and accurate list of the names, titles and annual cash compensation as of the date hereof (the “Cash Compensation”) of all employees and independent contractors of Standard engaged in the Business (the “Expedata Personnel”), and any independent contractor of Standard providing services to the Business and the amounts paid or payable to each.  In addition, Section 4.21 of the Standard Disclosure Schedule contains a complete and accurate description of (i) all increases in Cash Compensation of the Expedata Personnel during the current fiscal year and the immediately preceding fiscal year and (ii) any promised increases in Cash Compensation of Expedata Personnel that have not yet been effected.

4.22

Inventory.  Except as disclosed in Section 4.22 of the Standard Disclosure Schedule, (a) all Inventory of Standard related to the Business, whether reflected on the Standard Financial Statements or subsequently acquired, is of a quantity or quality usable or saleable in the ordinary course of business, is located on the regular business premises of Standard, and has been or will be acquired only in bona fide transactions entered into in the ordinary course of

business; and (b) the Inventory as shown on the Standard Interim Financial Statements is not valued in excess of the lower of cost or net realizable market value.  

4.23

Equipment.  ALL EQUIPMENT IS SOLD HEREUNDER AS IS, AND NO OTHER WARRANTIES APPLY TO SUCH EQUIPMENT, AND NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, WHETHER IN RELATION TO MERCHANTABILITY, HIDDEN DEFECTS, FITNESS FOR PARTICULAR PURPOSE, COURSE OF PERFORMANCE, COURSE OF DEALING, USAGE OF TRADE, NONINFRINGEMENT OR OTHERWISE IS GIVEN BY STANDARD TO EXPED OR ANY OTHER PARTY WITH RESPECT TO THE EQUIPMENT.

4.24

Warranty Matters.  Section 4.24 of the Standard Disclosure Schedule lists and describes all pending warranty claims, and the proposed or actual disposition of such claims and the anticipated or actual cost thereof.  Section 4.24 of the Standard Disclosure Schedule lists and describes all warranty claims received by Standard related to the Business in the last two years and the disposition of such claims.

4.25

Ten Largest Customers.  Section 4.25 of the Standard Disclosure Schedule contains a complete and accurate list of the ten largest customers of the Business (in terms of gross billings) for both 2005 and 2006 including the names of such customers and the amount billed to each for each such year.

4.26

Exclusivity of Representations. THE REPRESENTATIONS AND WARRANTIES MADE BY STANDARD IN THIS AGREEMENT (INCLUDING THE EXHIBITS AND SCHEDULES HERETO AND ANY CERTIFICATE OR AGREEMENT DELIVERED IN CONNECTION HEREWITH) ARE IN LIEU OF AND ARE EXCLUSIVE OF ALL OTHER REPRESENTATIONS AND WARRANTIES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES.  STANDARD HEREBY DISCLAIMS ANY SUCH OTHER OR IMPLIED REPRESENTATIONS OR WARRANTIES, NOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO EXPED OR ITS REPRESENTATIVES OF ANY DOCUMENTATION OR OTHER INFORMATION, INCLUDING ANY FINANCIAL PROJECTIONS OR OTHER SUPPLEMENTAL DATA.   

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF EXPED

Exped represents and warrants to Standard that:

5.1

Organization and Good Standing.  Exped is duly organized, validly existing and in full force and effect under the laws of the State of Ohio  and has the power and authority to carry on its business as it now is being conducted.  

5.2

Authority.  Exped has the requisite power and authority to execute and deliver the Exped Transaction Documents and to consummate the transactions contemplated hereby. The execution and delivery by Exped of the Exped Transaction Documents and the consummation by Exped of the transactions contemplated hereby have been duly authorized by all necessary action

on the part of Exped.  This Agreement has been duly executed and delivered by Exped and constitutes or will constitute a legal, valid and binding agreement of Exped and is enforceable against Exped in accordance with its terms.  

5.3

Finders’ Fees.  There is no investment banker, broker, finder or other intermediary who has been retained by or is authorized to act on behalf of Exped who might be entitled to any fee or commission in connection with the transactions contemplated by this Agreement.

5.4

Non-Contravention.  The execution and delivery of the Exped Transaction Documents do not, and the consummation of the transactions contemplated thereby and compliance with the provisions thereof do not and will not, (a) result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a benefit under, or require the consent of or notice to any Person that is a party to, any Contract to which Exped is a party or by which it or any of its assets is bound or affected, or result in the creation of any Lien upon any of the Assets, (b) conflict with or result in any violation of any provision of the Articles of Organization or Operating Agreement of Exped, or (c) conflict with or violate any Law, rule, regulation, judgment, injunction, order or decr ee applicable to Exped or any of its properties or assets.

5.5

Government Approvals and Consents.  No filing or registration with, notice to or authorization, consent or approval of, any Governmental Entity is required by or with respect to Exped in connection with the execution and delivery of any of the Exped Transaction Documents by Exped or is necessary for the consummation of the transactions contemplated thereby.

ARTICLE VI

COVENANTS

6.1

Further Action; Reasonable Commercial Efforts.  Subject to the terms and conditions hereof, each party hereto shall use commercially reasonable efforts to take, or to cause to be taken, all appropriate action, and to do, or to cause to be done, all things required necessary, proper or advisable under this Agreement, applicable Laws or otherwise to consummate and make effective the transactions contemplated hereby.  

6.2

Noncompetition.  In order to induce the other respective parties to enter into this Agreement, from the period beginning on the Closing Date and continuing until the later the date four (4) years from the Closing Date (the “Noncompetition Period”):

(a)  Standard shall not, without the prior written consent of Exped, directly or indirectly, either for its own account or for the account or on behalf of any other Person (whether as an agent, employee, officer, director, shareholder, investor, owner, member, manager, consultant, joint venturer, partner, trustee, contractor, representative or any other capacity), engage or participate in any business or enterprise which is engaged in, or proposes to engage in, any business which is in competition with the Business except to the extent any activities are

specifically authorized by the Channel Partner Agreement, or the Print Services Agreement, or the Unique Pattern Print Assistance Agreement.

(b)  Standard shall not induce or attempt to induce any customer, supplier, vendor, consultant, independent contractor, licensor, licensee or other Person having a business relationship with Exped (or any of its Affiliates) to cease or curtail doing business with Exped (or any of its Affiliates) or in any way interfere with the relationship between any such customer, supplier, vendor, consultant, independent contractor, licensor, licensee or other Person and Exped (or any of its Affiliates).  Moreover, Standard shall not at any time make any negative, derogatory, disparaging or pejorative statement, comment or communication concerning Exped or any of its Affiliates.

(c)  Neither Exped nor DoubleDay shall, either directly or indirectly, without the prior written consent of Standard, induce or attempt to induce any customer, supplier, vendor, consultant, independent contractor, licensor, licensee or other Person having a business relationship with Standard (or any of its Affiliates) to cease or curtail doing business with Standard (or any of its Affiliates) other than in connection with the Business or in any way interfere with the relationship between any such customer, supplier, vendor, consultant, independent contractor, licensor, licensee or other Person and Standard (or any of its Affiliates) other than in connection with the Business.  Moreover, neither Exped nor DoubleDay shall at any time make any negative, derogatory, disparaging or pejorative statement, comment or communication concerning Standard or any of its Affiliates.

Nothing contained in this Section shall prevent either Standard, Exped or DoubleDay from purchasing and holding for investment less than five percent (5%) of the shares of any corporation the shares of which are regularly traded on a national securities exchange or in the over-the-counter market.

6.3

Nonsolicitation.  From the period beginning on the Closing Date and continuing until the date eighteen (18) months from the Closing Date:

(a)

Standard shall not solicit or seek to hire any employee of Exped or any of its Affiliates or in any way interfere with the relationship between Exped (or any of its Affiliates) and any of its employees; provided, however, that this provision will not prevent a party from employing or engaging any such employee or consultant who (x) contacts Standard on his or her own initiative without any direct or indirect solicitation by or encouragement from Standard; or (y) responds to a general solicitation of employment placed in any publication, including electronic publications and websites.  Notwithstanding the foregoing, for a period of six months from the Closing Date, Standard shall not hire any Expedata Personnel listed on Exhibit 6.8 without the express written consent of Exped.

(b)

Neither Exped nor DoubleDay shall solicit or seek to hire any employee of Standard or any of its Affiliates or in any way interfere with the relationship between Standard (or any of its Affiliates) and any of its employees; provided, however, that this provision will not prevent a party from employing or engaging any such employee or consultant who (x) contacts Exped or DoubleDay on his or her own initiative without any direct or indirect solicitation by or encouragement from such party; (y) responds to a general solicitation of employment placed in

any publication, including electronic publications and websites; or (z) for Exped or DoubleDay to solicit the employees listed on Exhibit 6.8 attached hereto.  Notwithstanding the foregoing, for a period of six months from the Closing Date, neither Exped nor Doubleday shall hire any Expedata Personnel who are not listed on Exhibit 6.8 without either the express written consent of Standard or reimbursing Standard for severance benefits, if any, paid by Standard to any such employee.

6.4

Opening Balance Sheet.  Both before and after Closing, the parties will cooperate so that an opening balance sheet for Exped can be prepared as soon as possible after the Closing.  

6.5

Use of Certain Intellectual Property.  

6.5.1

Use of Standard Trademarks.  This Agreement shall not be deemed to give Exped any right to use any of Standard’s trademarks or trade names (other than those specifically listed on Schedule 1.2.19) without Standard’s specific, prior written consent.  Notwithstanding the foregoing, Exped shall have the non-exclusive, non-transferable and limited right to use Standard’s trademarks or trade names provided in the Materials described on Schedule 1.2.4(f) until either exhaustion of such Materials or the date three (3) months after the Closing Date, whichever is sooner.

6.5.2

Reuse of Printing Know-how.  Notwithstanding Standard's assignment of Intellectual Property Assets to Exped, Exped acknowledges and agrees that Standard has the right to reuse any of its know-how, ideas, concepts, methods, processes, or similar information relating to printing and/or forms design, however characterized, whether in tangible or intangible form, and whether used by Standard in connection with the Business or not, at any time and without limitation; provided, however, that Standard may not reuse such know-how in violation of the provisions of Section 6.2 hereof.

6.5.3

Third-Party Software Licenses.  Notwithstanding anything to the contrary herein, any rights under or relating to those third-party software licenses listed on Schedule 6.5.3 ("Non-transferred Licenses") shall not be transferred to Exped.  Standard shall use its reasonable commercial efforts to assist Exped in obtaining such Non-transferred Licenses for Exped's use in connection with the Business after June 18, 2007.  

6.6

Affiliates.  For the purposes of this Article VI, the restrictions on a party also include that parties’ Affiliates.

6.7

Access.  Prior to and from and after the date hereof, Standard has and shall provide Exped with such information as Exped from time to time may reasonably request with respect to the Assets and has and shall provide Exped and its officers, consultants, employees, counsel, agents and other representatives full access during regular business hours and upon reasonable notice (but in a manner not disruptive to the operation of the Standard’s business) to its properties, books, records, accountants and other advisors related solely to the Business and the Assets.

6.8

Employment of Expedata Personnel.  On June 18, 2007 (the "Hiring Date"), Exped shall offer employment effective as of the Hiring Date to all Expedata Personnel listed on Exhibit 6.8, in their current metropolitan area and at their current salary.  Purchaser shall also offer the Expedata Personnel the benefits listed on Exhibit 6.8.1.  Standard agrees to use its commercially reasonable efforts to assist Exped in its efforts to hire such employees effective as of the Hiring Date and Standard shall not dissuade in any fashion any such employees from accepting Exped’s offer of employment.  Furthermore, Standard shall terminate all ExpeData Personnel listed on Exhibit 6.8 as of the Hiring Date.  Notwithstanding the foregoing, nothing herein shall be construed to prevent Exped from terminating the employment of any of its employees at any time after the Hiri ng Date for any reason (or no reason).

ARTICLE VII

SURVIVAL AND LIMITATION OF LIABILITY

7.1

Survival.  The representations and warranties of the parties contained herein or pursuant hereto shall survive the execution and delivery of this Agreement (and any investigation made by or on behalf of any party) for a period of 18 months after the Closing Date; provided, however, that (a) the representations and warranties contained in Sections 4.1, 4.2, 4.3 and 4.14, and Article V shall survive indefinitely, (b) any representation or warranty concerning Taxes (including the representations and warranties set forth in Section 4.13) and the representations and warranties set forth in Section 4.17 shall survive in accordance with the applicable statute of limitations, (c) any representation or warranty which was not true and correct when made and which was made fraudulently or with the intent to defraud, deceive or mislead and (d) the representations and warranties contained in Section 4.15 shall survive for a period of five (5) years after the Closing Date.  Notwithstanding the foregoing, any representation or warranty in respect of which indemnity may be sought under Section 8.2 shall survive the time at which it would otherwise expire and terminate pursuant to the foregoing during to the pendency of any dispute resolution procedure with respect to any claim for indemnity for a violation of such representation or warranty.  Notwithstanding the foregoing, any covenant made in this Agreement shall survive in accordance with the terms of such covenant.

ARTICLE VIII

MISCELLANEOUS

8.1

Expenses.  Except as otherwise specifically provided for herein, all parties shall be solely responsible for its respective costs and expenses (including attorneys’ and accounting fees and expenses) incurred by each of them in connection with this Agreement and the transactions contemplated hereby.

8.2

Indemnification.  The following indemnification provisions shall apply:

8.2.1

Indemnification by Standard.  Subject to the terms and conditions of Section 7.1 and this Article VIII, from and after the Closing, Standard shall indemnify, defend and hold harmless Exped  and DoubleDay from and against all losses, damages, liabilities, costs and expenses (including reasonable fees and expenses of counsel) (collectively, “Damages”) imposed upon or incurred by Exped or DoubleDay, directly or indirectly, arising or resulting from (i) any breach of any representation or warranty of Standard contained in or made pursuant

to any of the Company Transaction Documents (provided, however, that, if any such representation or warranty is qualified by reference to the phrases “material”, “materiality”, “Material Adverse Effect”, “in all material respects” or a similar qualification, such qualifications shall be ignored for purposes of calculating the Damages resulting from a breach of any such representation or warranty); (ii) any failure to comply with any of the covenants or agreements of Standard set forth in any of the Company Transaction Documents; (iii) any claim  for any brokerage or finder’s fees or other commissions based on agreements, arrangements or understandings made by Standard in connection with the transactions contemplated hereby; (iv) the Excluded Liabilities; or (v) any warranty/make good work arising out of products manufactured, sold or delivered by or on behalf of Standard prior to the Closin g, including, without limitation, the matter described on Section 4.22 of the Standard Disclosure Schedule (collectively,  “Claims”; claims set forth in 8.2.2 are also referred to as "Claims").

8.2.2

Indemnification by Exped and DoubleDay.

8.2.2.1  Subject to the terms and conditions of Section 7.1 and this Article VIII, from and after the Closing, Exped shall indemnify, defend and hold harmless Standard from and against all Damages imposed upon or incurred by Standard directly or indirectly, to the extent arising or resulting from (i) any breach of any representation or warranty of Exped contained in the Exped Transaction Documents; (ii) any failure to comply with any of the covenants or agreements of Exped set forth in this Agreement; or (iii) the failure to pay or perform its obligations with respect to the Assumed Liabilities after Closing.

8.2.2.2  Subject to the terms and conditions of this Section 8, from and after the Closing, Exped and DoubleDay shall jointly and severally indemnify, defend and hold harmless Standard from and against all Damages imposed upon or incurred by Standard directly or indirectly, arising or resulting from (i) any failure to comply with any of the covenants or agreements of DoubleDay set forth in either Exped or DoubleDay Transaction documents; (ii) any failure to comply with any of the covenants or agreements of Exped set forth in this Agreement; (iii) any claim for any brokerage or finder's fees or other commissions based on the arrangements or understandings made by DoubleDay in connection with the transactions contemplated by the Transaction Documents; or (iv) failure to pay or perform any of its obligations with respect to the Assumed Liabilities after Clos ing.

8.2.3

Notice of Claims.  If a Claim is to be made by a party seeking to be indemnified hereunder (the “Indemnitee”), such Indemnitee shall give written notice (a “Notice”) to the party or parties from which indemnity is sought  (the “Indemnitor(s)”), in either case as soon as practicable after such Indemnitee becomes aware of any fact, condition or event which may give rise to Damages for which indemnification may be sought under this Article X.  If any Proceeding is filed or instituted making a claim against any Indemnitee with respect to a matter subject to indemnity hereunder, notice thereof shall be given to the Indemnitor as promptly as practicable; however, the failure of any Indemnitee to give timely notice hereunder shall not affect rights to indemnification hereunder, except to the extent the Indemnitor is actually prejudiced by such failure (to the extent determined by a court of competent jurisdiction).  After receipt of such a notice of a Proceeding, the Indemnitor shall have the right to defend the Indemnitee against the Proceeding with counsel of its choice reasonably satisfactory to the Indemnitee, unless the nature of the claim creates an ethical conflict for the same counsel to

represent the Indemnitee and the Indemnitor, so long as (a) the Indemnitor notifies the Indemnitee in writing within fifteen (15) days after the Indemnitee has given notice of the Claim or Proceeding that the Indemnitor will indemnify the Indemnitee from and against the entirety of any Damages the Indemnitee may suffer caused by the Claim or raised in the Proceeding, (b) the Indemnitor provides the Indemnitee with evidence that the Indemnitor will have the financial resources to defend against the Proceeding and fulfill its indemnification obligations hereunder, and (c) the Indemnitor conducts the defense of the Proceeding actively and diligently.  The Indemnitor shall not compromise or settle such Proceeding without the written consent of the Indemnitee, unless (x) the Indemnitee is not obligated to perform or to refrain from per forming any act under such compromise or settlement, there is no encumbrance on any assets of the Indemnitee and there is no injunctive or other non-monetary relief; (y) there is no finding or admission of any violation of any applicable law, violation of the rights of any Person by the Indemnitee or any other liability of the Indemnitee to any Person; and (z) the Indemnitee receives, as a part of such compromise or settlement, a complete, general and unconditional release in form and substance reasonably satisfactory to the Indemnitee.  In all other cases the Indemnitee may defend the Claim or Proceeding with counsel of its choosing at the expense of the Indemnitor.  The Indemnitee may, at its own cost, participate in the investigation, trial and defense of any such Proceeding defended by the Indemnitor and any appeal arising therefrom.  The parties shall cooperate with each other in connection with any defense and in any notifications to insurers.  If the Indemnitor fails to promptly an d diligently assume the defense of such Proceeding after receipt of notice hereunder, the Indemnitee against which such Claim has been asserted shall (upon delivering notice to such effect to the Indemnitor) have the right to undertake the defense, compromise or settlement of such Proceeding with counsel of its own choosing at the expense of the Indemnitor and the Indemnitor shall have the right to participate therein at its own cost.

8.2.4

Limitation on Assertion of Claims.  Notwithstanding anything to the contrary contained herein, rights to indemnification under Section 8.2 hereof are subject to the following limitations:

8.2.4.1  Indemnification for any breach of any representation or warranty or covenant under Section 8.2.1 or Section 8.2.2 shall be limited to, and effective only for, Claims asserted in writing (with reasonable specificity) prior to the time such representation or warranty or covenant would otherwise expire and terminate pursuant to Section 7.1.

8.2.4.2  Subject to Section 8.2.4.5, no indemnification shall be payable by Standard unless the aggregate Damages exceed $50,000 (the "Deductible").  If the Deductible is exceeded, Standard shall only indemnify Exped for the amount of Damages in excess of the Deductible.

8.2.4.3  Subject to Section 8.2.4.5, the aggregate amount payable by Standard pursuant to Section 8.2 hereof shall not exceed $1,750,000 (the “Cap”).

8.2.4.4  The amount of any indemnification payable under this Section 8 will be net of any tax benefits that the indemnified party receives or is entitled to by reason of the claim giving rise to the indemnification payment.

8.2.4.5  The Deductible and the Cap shall not apply to any claim for indemnification in respect to a breach of any representation or warranty of Standard under Sections 4.1, 4.2, 4.3, 4.5, 4.13, 4.14, 4.17 or 4.19 or a claim for indemnification for Excluded Liabilities (collectively, the “Excluded Claims”); and the Excluded Claims shall be ignored in calculating the Deductible and the Cap.

8.2.5 Exclusive Remedy.  The parties agree that with respect to any breach or inaccuracy of any representation or warranty contained in this Agreement or any other Transaction Document (including all Schedules, Exhibits and Annexes hereto and thereto), the only relief and remedy available to the party not responsible for such breach or inaccuracy shall be indemnification as provided under this Article X and subject to the terms, conditions and limitations contained herein, unless such breach or inaccuracy is willful or intentional or in the case of fraud.

8.2.6 Insurance.  Any payments made by any party pursuant to this Section 8.2 with respect to indemnification shall be reduced by the amount of any insurance proceeds received by an Indemnitee under applicable insurance policies.

8.3

Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and will be deemed to have been duly given only if delivered personally against written receipt or by facsimile transmission against facsimile confirmation or mailed by a nationally recognized overnight courier prepaid, to the parties at the following addresses or facsimile numbers:

To Standard:

The Standard Register Company

600 Albany Street

Dayton, Ohio 45418

Attention:  Kathryn A. Lamme, Esq.

with a copy to:

Dinsmore & Shohl LLP

255 E. Fifth Street, Suite 1900

Cincinnati, Ohio 45202

Attention: Harvey J. Cohen, Esq.

Fax number:  (513) 977-8141

To  DoubleDay or Exped:

Attention:  Mr. Brian Kohr

6450 Sand Lake Road

Dayton, Ohio 45414-2645

With a copy to:

Chernesky, Heyman & Kress P.L.L.

10 Courthouse Plaza, S.W., Suite 1100

Dayton, Ohio  45402

Attention: Richard A. Broock, Esq.

Fax number: 937-463-4940

All such notices, requests, claims, demands and other communications will (a) if delivered personally to the address as provided in this Section 8.3, be deemed given upon delivery, (b) if delivered by facsimile transmission to the facsimile number as provided for in this Section 8.3, be deemed given upon facsimile confirmation, and (c) if delivered by overnight courier to the address as provided in this Section 8.3, be deemed given on the earlier of the first business day following the date sent by such overnight courier or upon receipt (in each case, regardless of whether such notice, request, claim, demand or other communication is received by any other Person to whom a copy of such notice is to be delivered pursuant to this Section 8.3).  Any party hereto from time to time may change its address, facsimile number or other information for the purpose of notices to that party by giving notice specifying such c hange to the other parties hereto.

8.4

Entire Agreement.  This Agreement and the Exhibits and Schedules hereto, including the Standard Disclosure Schedule, and the confidentiality agreement previously entered into between Standard and DoubleDay Holdings, LLC, constitute the entire Agreement among the parties hereto with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties hereto with respect to the subject matter hereof.

8.5

Public Statement.  Except as may be required to comply with the requirements of applicable Law (or pursuant to a Form 8-K filing made by Standard with the Securities and Exchange Commission), no press release or similar public announcement or communication will be made or caused to be made by any party to this Agreement concerning the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, unless approved in advance by the other parties to this Agreement, which approval shall not be unreasonably withheld.

8.6

Counterparts.  This Agreement may be executed 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.

8.7

Invalid Provisions.  If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Law, and if the rights or obligations of any party hereto under this Agreement will not be materially and adversely affected thereby, (a) such provision will be fully severable, (b) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom, and (d) in lieu of such

illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.

8.8

Third Party Beneficiaries.  The terms and provisions of this Agreement are intended solely for the benefit of each party hereto and their respective successors or permitted assigns, and it is not the intention of the parties hereto to confer third party beneficiary rights, and this Agreement does not confer any such rights, upon any other Person.

8.9

No Assignment; Binding Effect.  Neither this Agreement nor any right, interest or obligation hereunder may be assigned (by operation of law or otherwise) by any party hereto without the prior written consent of the other parties hereto and any attempt to do so will be void; provided, however, that without the consent of any other party, Exped may, prior to the Closing, assign its rights and obligations under this Agreement to an Affiliate of Exped provided that Exped shall remain jointly and severally liable for its rights and obligations hereunder with any such assignee. Subject to the preceding sentence, this Agreement is binding upon, inures to the benefit of, and is enforceable by the parties hereto and their respective successors and assigns.

8.10

Headings.  The headings used in this Agreement have been inserted for convenience of reference only and do not define or limit the provisions hereof.

8.11

Governing Law.  This Agreement shall be governed by and construed in accordance with federal law as it applied to patents, copyrights and trademarks and in accordance with the laws of the State of Ohio, without giving effect to that State’s conflict of laws principles.

8.12

Jurisdiction.  Except as otherwise expressly provided in this Agreement, the parties hereto agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby may only be brought in the United States District Court for the Southern District of Ohio, Western Division, or in the Common Pleas Court of Montgomery County, Ohio, and each of the parties hereby consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum.  Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court.  Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 8.3 shall be deemed effective service of process on such party.

8.13

Construction.  The parties hereto agree that this Agreement is the product of negotiation between sophisticated parties and individuals, all of whom were represented by counsel, and each of whom had an opportunity to participate in, and did participate in, the drafting of each provision hereof. Accordingly, ambiguities in this Agreement, if any, shall not be construed strictly or in favor of or against any party hereto but rather shall be given a fair and reasonable construction.

8.14

Injunctions.The parties hereto agree that, if certain of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached, irreparable damage may occur, in which case no adequate remedy at law would exist, and damages would be difficult to determine. In such circumstances, it is agreed that the parties hereto shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in any court of the United States or any state having jurisdiction, this being in addition to any other remedy to which they are entitled at law or in equity.

8.15

Amendment and Modification. At any time prior to the Closing, this Agreement may be amended, modified or supplemented only by written agreement (referring specifically to this Agreement) of the parties hereto.

8.16

Non-Waiver.  Except as otherwise specifically provided herein, the failure or delay on the part of any party to insist upon strict performance of any of the terms or conditions of this Agreement will not constitute a waiver of any of its rights hereunder.  Except as otherwise provided herein, no right or remedy herein conferred upon or reserved to any party is intended to be exclusive of any other right or remedy and all such rights and remedies shall be cumulative.

8.17

Further Assurances.  Each party shall, at the request of any other party, do and perform, or cause to be done and performed, all such further acts and furnish, execute and deliver such other documents, instruments (including instruments of assignment, transfer or conveyance), certificates, notices or other further assurances as counsel for the requesting party may reasonably request, from time to time (whether prior to or after the Closing), to more effectively consummate the transactions contemplated by this Agreement.

8.18

Post-Closing Cooperation.  After the Closing, the parties shall cooperate with each other in order to assist in resolving such transitional matters as may result from the transactions contemplated hereby and shall share such information as may be necessary or appropriate in connection with such transition.  In addition, Standard shall take all actions necessary to execute any and all documents as may be reasonably requested by Exped from time to time to transfer the Intellectual Property Assets listed in Schedule 1.2.19 hereto and otherwise fully vest or perfect in Exped all right, title and interest in and to such assets assigned pursuant to this Agreement.

8.19

Waiver. At any time prior to the Closing, Exped, on the one hand, and Standard, on the other, may (a) extend the time for the performance of any of the obligations or other acts of the other, (b) waive any inaccuracies in the representations and warranties of the other contained herein or in any documents delivered pursuant hereto, and (c) waive compliance by the other with any of the agreements or conditions contained herein that may legally be waived. Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in an instrument in writing specifically referring to this Agreement and signed on behalf of such party.

8.20

Interpretation.  The Section headings in this Agreement are for convenience of reference only and shall not be deemed to alter or affect the meaning or interpretation of any provision hereof.  The language used in this Agreement shall be deemed to be the language

chosen by the parties hereto to express their mutual intent, and no rule of strict construction shall be applied against any party hereto.  The disclosure of any matter in any portion of the Disclosure Schedules hereto shall be deemed to be a disclosure for each other portion of the Disclosure Schedules to the extent such purposes are disclosed with particularity and readily apparent on the face of such portion of the Disclosure Schedules but shall expressly not be deemed to constitute an admission by Standard or Exped, as the case may be, or to otherwise imply, that any such matter is material for the purposes of this Agreement.  Whenever used in this Agreement, (i) “including” (or any variation thereof) means including without limitation and (ii) any reference to gender shall include all genders.  

Signature Page to Immediately Follow

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the date first written above.

THE STANDARD REGISTER COMPANY

By:

__________________________________

Name:

__________________________________

Title:

__________________________________

EXPED, LLC

By:

__________________________________

Name:

__________________________________

Title:

__________________________________

Solely with respect to Sections 6.2, 6.3, and 8.2.2 hereof:

DOUBLEDAY HOLDINGS, LLC

By:

__________________________________

Name:

__________________________________

Title:

__________________________________

EXHIBIT 4.5

Consents

Notwithstanding anything contained in this Agreement, or any of the other agreements that it contemplates to the contrary, Standard has not obtained consent with respect to certain of the contracts listed on Schedule 4.5 of this Agreement which require consent to assignment.  Exped waives any requirement that Standard obtain such consents prior to the Closing Date and also waives any related breach of this Agreement.  Standard, however, will continue in good faith to pursue obtaining these consents.  Exped will cooperate and assist Standard in these efforts.  In the interim, to the extent that any obligations of Standard under any such contracts can be subcontracted, Exped agrees to assume the performance of all such obligations as a subcontractor of Standard until such contracts are assigned, and Standard so subcontracts and delegates such performance to Exped.  For these purposes, all such contracts are deemed to be Assumed Contracts. With respect to the Unique Pattern Print Assistance Agreements entered into between Standard and Baumer AG, and Standard and Inprint Benelux BV, until Standard obtains consent from such parties to assignment, Exped hereby grants Standard the right to sublicense to these parties the Unique Print Pattern methodology under the Unique Pattern Print Assistance Agreement entered into between Exped and Standard on the date hereof.

EXHIBIT 6.8

Certain Employees

1.

Doug Patterson

2.

Ira Goldstein

3.

Kay Malicote

4.

Lee Brown

5.

Eric Brunswick

6.

Nic Garrett

7.

Eric Johns

8.

Tim Koenitzer

9.

Jonathan Lamb

10.

Deb Martinec

11.

Ray Terrill

12.

Louis Schatzberg

13.

John O'Hara

14.

Scott Weeks

15.

Mike O'Connor

16.

Joe Christopher

17.

Steve Henson

18.

Ajay Jindal

19.

Diane Langos

20.

Brandon Major

21.

Scott J.B. Stultz

EXHIBIT 6.8.1

Employee Benefits

MEDICAL
Carrier	To be determined Must enroll within 31 days of hire or during open enrollment
Effective	1st of month following date of hire
Plan provisions	Deductible Co-Insurance Out-of-Pocket Inpatient Hospital Outpatient Hospital Professional Svs Office Visit Prescription Drugs	$500 ind/$1000 family 80/20% $3,000 ind/$6,000 family Subject to Ded. & Co-Ins. $20 co-pay Retail:                        $10 generic; $25 brand; $40 non-formulary Mail (90 day supply):    $20 generic; $65 brand; $100 non-formulary
Employee Cost	Single Employee/Spouse Employee/Child(ren) Family		To be determined *You may choose to have deductions taken from your pay on a pre-tax basis
LIFE INSURANCE
Carrier	To be determined
Effective	1st of month following date of hire; employee must enroll within 31 days of hire date
Plan Provisions	$20,000 term life insurance
Employee Cost	-0-

DENTAL
Carrier	To be determined
Effective	1st of month following date of hire – employee must enroll within 31 days of hire
Plan Provisions	Preventive & Diagnostic Services:        Basic Services                                          Major Services                                         Annual maximum     Orthodontics                Lifetime Ortho Maximum                      Deductible (basic/major services)	100% 80% 50% $1,000 50% $1,000 $50/$100
Employee Cost	-0-

ADDITIONAL LIFE INSURANCE – OPTIONAL
Carrier	To be determined
Effective	1st of month following 60 days of continuous active employment
Plan Provisions	Employee has opportunity to purchase additional life insurance at group rates for employee, spouse, and child(ren).
Employee Cost	Employee pays cost of insurance – payroll deduction provided

DISABILITY INSURANCE
Carrier	To be determined
Effective	1st of month following date of hire
Short-Term Disability (STD)
Plan Provisions	60% of weekly basic wage to a maximum of $500 per week up to 12 weeks Effective after 8th day accident/illness
Employee Cost	-0-
Long-Term Disability (LTD)
Plan Provisions	60% of monthly basic wage to maximum of $5,000 per month Effective after 90 days
Employee Costs	-0-

VISION

There will not be a separate policy for Vision.  However, as part of the Dental and Medical coverage’s, there will be coverage for exams and glasses/contacts subject to the co-pays and deductibles.   

FLEXIBLE SPENDING ACCOUNTS
Administer to be determined – Must enroll within 31 days of hire or during open enrollment
Healthcare Spending	Employees can set aside up to $2,500 annually on a tax-free basis to pay for certain medical expenses that aren’t covered by the medical plan
Dependent Day Care	Employees can set aside up to $5,000 on a pre-tax basis for qualified dependent care expenses

401(k)

Employees can set aside 1 to 50% of their earnings to a maximum of $14,000 annually on a tax-free basis to save for retirement.  The company will match 50% of the first 6% of the employee’s savings.  Vesting in the employer match is graduated over 6 years.

TIME OFF BENEFITS

Holidays Paid Time Off

New Year’s Day, Memorial Day, Independence Day, Labor day, Thanksgiving, Day after Thanksgiving, Christmas, and one floating (set by management at the beginning of the year).  Holiday schedules will be posted at the beginning of each year. Employees are eligible for a pool of paid time off days to be used for vacation, sick, or personal as follows: New hire to 2 years 16 days (128 hours) 2 to 4 years 17 days (136 hours) 4 to 6 years 18 day144 hours) > 6 years 20 days (160 hours) Paid time off accrues bi-weekly; must be used during the calendar year.  A maximum of 5 days (40 hours) can be carried over to the following year.

EX-99

EXHIBIT 99.2

Standard Register

600 Albany St.  ·  Dayton, OH   45408

NEWS RELEASE

937.221.1000  ·  937.221.1205 (fax)

www.standardregister.com

Standard Register News media contact:

Lesley Sprigg  ·  937.221.1825

lesley.sprigg@standardregister.com

Standard Register Investor contact:

Robert J. Cestelli  · 937.221.1304

robert.cestelli@standardregister.com

For Immediate Release

Standard Register Sells its ExpeData^® Digital Writing

Business Unit

DAYTON, Ohio (April 23, 2007) – Standard Register (NYSE:SR), a leading provider of document and print management services, today announced that it has sold its digital writing business unit to Exped LLC, a subsidiary of DoubleDay Acquisitions II, a Dayton-based investment firm.  Terms of the deal will be disclosed in the company’s forthcoming Form 8-K.  

“This emerging technology has made great strides.  DoubleDay will be an outstanding owner and is in a position to take this business to the next level,” said Dennis Rediker, Standard Register’s president and chief executive officer.  “For us, ultimately, it is about priorities and we will direct our investment toward our core document services strategy.”

“We are excited about our acquisition of the ExpeData business,” said Brian Kohr, chief financial officer of DoubleDay Acquisitions II.  “Digital writing is a technology in its early stages of adoption.  We believe ExpeData has the most advanced digital writing solution available in the world and a very strong network of partners to deliver it.”

ExpeData will remain headquartered in the Dayton, Ohio area.

-more-

About Standard Register

Standard Register is a premier document services provider, trusted by companies to manage the critical documents they need to thrive in today’s competitive climate.  Relying on nearly a century of industry expertise, Lean Six Sigma methodologies and leading technologies, the company helps organizations increase efficiency, reduce costs, mitigate risk, grow revenue and meet the challenges of a changing business landscape.  It offers document and label solutions, technology, consulting and print supply chain services to help clients manage documents throughout their enterprises.  More information is available at www.standardregister.com.

About ExpeData

ExpeData has the most advanced digital writing solution available in the market.  Through its network of channel partners, print partners and integrators, ExpeData’s digital writing solution is available in both a hosted and enterprise model.  It is used by thousands of mobile and remote workers in healthcare, banking, insurance, and in trades such as plumbing to capture and interpret data, immediately and remotely.  This data is then sent back wirelessly to the customers’ network for automatic and secure interpretation.  More information on the solution is available at www.expedata.net.

About DoubleDay Acquisitions II

DoubleDay Acquisitions II is a privately-held investment management company based in Dayton, Ohio.

Safe Harbor Statement

This report includes forward-looking statements covered by the Private Securities Litigation Reform Act of 1995.  Because such statements deal with future events, they are subject to various risks and uncertainties and actual results for fiscal year 2007 and beyond could differ materially from the Company’s current expectations.  

Forward-looking statements are identified by words such as “anticipates,” “projects,” “expects,” “plans,” “intends,” “believes,” “estimates,” “targets,” and other similar expressions that indicate trends and future events.

-more-

Factors that could cause the Company’s results to differ materially from those expressed in forward-looking statements include, without limitation, variation in demand and acceptance of the Company’s products and services, the frequency, magnitude and timing of paper and other raw-material-price changes, general business and economic conditions beyond the Company’s control, timing of the completion and integration of acquisitions, the consequences of competitive factors in the marketplace, cost-containment strategies, and the Company’s success in attracting and retaining key personnel.  Additional information concerning factors that could cause actual results to differ materially from those projected is contained in the Company’s filing with The Securities and Exchange Commission, including its report on Form 10-K for the year ended December 31, 2006.  The Compan y undertakes no obligation to revise or update forward-

looking statements as a result of new information since these statements may no longer be accurate or timely.  

###

EX-99

Exhibit 99.3

TRANSITIONAL SERVICES AGREEMENT

This Transitional Services Agreement (this "Agreement") is made as of April 21, 2007 between THE STANDARD REGISTER COMPANY, an Ohio corporation ("Seller") and EXPED, LLC, an Ohio limited liability company ("Purchaser"), under the following circumstances:

A.

Pursuant to the Asset Purchase Agreement dated as of the date hereof (the “Asset Purchase Agreement”) between Seller and Purchaser, Seller has agreed to sell to Purchaser, and Purchaser has agreed to purchase from Seller, specified assets used in or related to the Business as provided therein.  The capitalized terms used herein that are not defined in this Agreement shall have the respective meanings given in the Asset Purchase Agreement.

B.

In connection with its acquisition of the Business, Purchaser desires to retain the services of Seller to provide certain transitional services, and, accordingly, as required by the Asset Purchase Agreement, Seller and Purchaser are entering into this Agreement concurrently with the Closing under the Asset Purchase Agreement.

NOW, THEREFORE, in consideration of the mutual representations, warranties, covenants, agreements and conditions contained herein, the parties agree as follows:

Section 1.  Transition Services.  Subject to the terms and conditions herein, the following apply to the provision of transitional services (each a "Service" and collectively, the "Services"):  

(a)

During Seller's normal business hours, Seller agrees to provide to Purchaser those Services set forth on Schedule A attached hereto.

(b)

Seller agrees to provide to Purchaser the employees of Seller listed on Schedule C (the "Leased Employees") until no later than June 18, 2007.  The Leased Employees shall perform the same or similar job functions, relating to the Business, as each performed prior to the date hereof.  Thereafter, the SRC Transition Personnel will become employees of Purchaser in accordance with Section 10 of this Agreement.  The SRC Retained Personnel will not become employees of Purchaser.

(c)

Seller shall allow Purchaser to use the office space listed on Schedule B (the "Space") to the extent and in the manner used by employees of Seller immediately prior to the date hereof in connection with the operation of the Business, subject to and in accordance with the provisions of Section 9, below.

(d)

Seller shall allow Leased Employees and SRC Transition Personnel to use all telecommunications equipment and hardware and software listed on Schedule A related to the Space that was used in the Business immediately prior to the date hereof.

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(e)

Except as otherwise provided herein, Seller shall provide the Services to Purchaser until the earliest of (i) termination of this Agreement pursuant to Section 2, below; (ii) discontinuation of the Services pursuant to Section 4, below; or (iii) October 31, 2007 (the "Transition Period").  

Section 2.  Termination.

(a)

This Agreement may be terminated at any time:

(i)

by an agreement in writing signed by each of the parties;

(ii)

by either Purchaser or Seller upon breach or default by the other.  Such termination shall be effective twenty (20) days after receipt by the breaching party of written notice by the non-breaching party of the breach if such breach or default is not cured within such twenty (20) days after such receipt, provided that with respect to a breach or default of Purchaser under Section 3, Seller may terminate this Agreement if such breach or default is not cured five (5) business days after Purchaser's receipt of notice from Seller of such breach or default; or

(iii)

by either Purchaser or Seller if (A) a trustee or receiver is appointed for the other party, (B) a court orders that any assets of the other party be attached, (C) the other party makes an assignment for the benefit of creditors, or (D) a voluntary or involuntary petition or proceeding is filed by or against the other party under any bankruptcy, reorganization, insolvency or similar law relating to relief of creditors or debtors.  Such termination shall be effective ten (10) days after certified receipt by the other party of notice of such termination.

(b)

This Agreement shall terminate at the end of the Transition Period, unless extended by written agreement between the parties hereto.

(c)

In the event this Agreement is terminated for any reason, the parties shall be fully discharged from their obligations hereunder (except as set forth in Section 3, 8, 10(b)(i)).

(d)

Termination of this Agreement will have no effect on any other agreements between Purchaser and Seller except to the extent such effect is identified and mutually and specifically agreed upon in writing between the parties.

Section 3.  Compensation.  

(a)

In consideration for the Services, Purchaser shall provide Seller compensation for the Services on the terms and/or at the rates as set forth on Schedule F.

(b)

Seller shall invoice Purchaser for the payments described in Section 3(a).  Each such invoice shall be in reasonable detail and contain such information as Purchaser may reasonably request.  Purchaser shall remit to Seller the amount reflected on each such invoice within five (5) business days after its receipt.

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(c)

Seller shall keep and maintain complete and accurate books, records and accounts of its activities hereunder and the Services provided hereunder.  Seller shall prepare and furnish to Purchaser such information and reports regarding its activities hereunder and the Services provided hereunder as Purchaser may reasonably request from time to time.  Purchaser (and its representatives) shall have the right to examine, inspect and copy the books, records and accounts of Seller relating to the Services provided hereunder at reasonable intervals during regular business hours.

Section 4.  Discontinuation of Services.  Purchaser may discontinue a particular Service or all Services provided by Seller by sending notice of such discontinuation to Seller not less than thirty (30) days prior to the date such Service is to be discontinued.  Once a particular Service or all Services have been discontinued, Seller shall not be required to resume providing such Service or Services.  The parties contemplate that certain of the Services will be discontinued from time to time prior to the end of the Transition Period.  Seller agrees to cooperate with and to provide, at Purchaser's sole cost (invoiced as provided in Section 3(b), above), reasonable assistance to Purchaser in connection with the transition of the Services discontinued hereunder (whether at the expiration or termination of this Agreement, under this Section 4, or otherwise), including without limit ation all costs related to Purchaser's vacation of Licensed Premises.

Section 5.  Representations and Warranties.  Seller shall provide IT Support and Administrative Support (as described on Schedule A attached hereto) in a manner which is substantially similar in nature, quality and timeliness to the services performed by Seller for the Business, consistent with Seller's normal operation of its business, prior to the date hereof, and in accordance with all applicable laws.  SELLER MAKES NO OTHER WARRANTIES IN THIS AGREEMENT, EXPRESS OR IMPLIED.

Section 6.  Covenants.  During the Transition Period, Seller shall maintain the Space so that the Business can be operated therein consistent with the manner in which Seller operated the Business prior to the date hereof.  During the Transition Period, Seller shall, at Purchaser’s request, take such steps reasonably necessary to ensure that the Leased Employees comply with the terms of any agreements between any such Leased Employee and Seller, including, without limitation, any agreements to assign intellectual property, any confidentiality agreements or any non-competition/non-solicitation covenants.

Section 7.  Reserved.   Intentionally Omitted.

Section 8.  Confidentiality.  Purchaser and Seller each acknowledge that in connection with the provision or receipt of Services, each party will have access to highly confidential information about the other party which, if exploited in contravention of this provision, would seriously, adversely and irrevocably affect the business of the other party.  Consequently, each party agrees that during the Transition Period and for a period of five (5) years following the termination of this Agreement, it shall maintain the confidentiality of all information about the business, operations and financial condition of the other party that it has access to by virtue of the provision or receipt of Services, and it shall not use any such information for any purpose, except as is strictly necessary to comply with the terms of this Agreement.  Each party further agrees that during the Transition Period and for a period of five (5) years following the termination of this Agreement, it shall not, nor

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shall any of its Affiliates or employees, use in any manner any of the confidential information to which it or any of its Affiliates or employees have access by virtue of providing or receiving the Services, except if such information (a) is now, or hereafter becomes, through no act or failure to act on the part of the receiving party, generally known or available; (b) is known by the receiving party, without being in breach of any other obligation, at the time of receiving such information, provided the receiving party can demonstrate such knowledge by dated written records; provided, however, that Seller’s knowledge of any confidential information as it existed at the time such information was transferred to Purchaser pursuant to the Asset Purchase Agreement shall still be considered Confidential Information under this Agreement; (c) is hereafter furnished to the receiving party by a third party who is not bound by an obligation of confidentiality to the disclosing party with respect to such information; (d) is independently developed by or on behalf of the receiving party without any breach of this Agreement as demonstrated by dated written records; (e) is subject of a written permission to disclose provided by the disclosing party; (f) is necessary or appropriate in making any filing or obtaining any consent or approval required for the consummation of the transactions contemplated hereby, or (g) is required to be furnished or disclosed to a Governmental Entity or by Laws.  If a party is compelled by a requirement of a Governmental Entity or by Laws (including, without limitation, by subpoena or court order, but not pursuant to routine filing requirements) or discovery to disclose any confidential information, such party will promptly notify the other party in writing prior to making any disclosure to provide the other party a reasonable opportunity to either waive any objection to such disclosure or re quest a remedy from the appropriate authority, and the parties will reasonably cooperate in efforts to obtain such a remedy.  If the notified party waives its objections or is unsuccessful in its request or fails to make such a request, the party required to disclose confidential information will furnish only that portion of such confidential information that is legally required.

Section 9.  License.

(a) Definitions:

(i)

“Licensed Premises” means the Space, and may refer to one or all of such areas, as the context implies.  The Licensed Premises are comprised of the service and utilities areas, individual offices and/or workstations and other space designated for use by employees of Purchaser and SRC Transition Personnel.  The Licensed Premises shall also include furniture, fixtures, and equipment to the extent agreed in this Agreement

(ii)

“Seller's Property” means, with respect to any particular Licensed Premises, the real property owned by Seller that is adjacent to and associated with each Licensed Premises.

(b)

Seller hereby grants to Purchaser a license and the right to: (i) use the Licensed Premises and the Seller's Property for the Permitted Use only; (ii) use "common areas" at the Seller's Property; (iii) access the Licensed Premises through the Seller's Property, but only if the Licensed Premises cannot be adequately accessed from other "common areas"; (iv) use elevators, cafeterias, hallways, lavatories, and lounges within the Seller's Property to the extent that they are generally available to all occupants of the Seller's Property; (v) use other areas within the Seller's Property to the extent required under this Agreement; and (vi) use parking lots and parking spaces to the extent

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they are made available to Purchaser on a non-exclusive basis (the "License").  This License is not a grant of real property rights.

(c)

Software Licenses:  By June 18, 2007, Purchaser shall obtain licenses to use any software on the computers included in the Assets from the applicable software providers to the extent such licenses are required under the terms of the licenses of such software to Seller or remove such software and/or related keys from Purchaser's systems.

(d)

Permitted Use

(i)

The Licensed Premises and the Seller's Property will be used solely to operate the Business in accordance with the requirements of this Agreement and the Asset Purchase Agreement (“Permitted Use”).  Purchaser will observe and comply with: (A) any applicable Law; (B) the principles, rights, responsibilities, and obligations articulated in this Agreement; (C) Seller's then current standards, rules and procedures relating to the premises; and (D) all other reasonable requests of Seller as relating to the Licensed Premises.  

(ii)

Purchaser shall abide by and observe the security measures adopted by Seller to protect its personnel and assets, including confidential or proprietary business information; and emergency preparedness and management protocols and procedures required as a part of Seller's risk management program for the Seller's Property.  Seller will establish security protocols with respect to the Licensed Premises and Purchaser will assure that its employees comply with those protocols throughout the Transition Period.  

(iii)

Purchaser will not at any time over-burden or exceed the capacity of the mains, feeders, ducts, conduits, or other facilities by which such utilities are supplied to, distributed in or serve the Licensed Premises.  

(e)

Condition Of Licensed Premises.  Purchaser will accept the Licensed Premises in “As-Is/Where-Is” condition.  SELLER EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, AS TO THE LICENSED PREMISES, INCLUDING ANY WARRANTIES AS TO THEIR CONDITION OR SUITABILITY FOR USE BY PURCHASER.  

(f)

Alterations.  Purchaser will not make or permit any improvements, alterations, fixed decorations, substitutions or modifications to the Licensed Premises without Seller's prior written consent.  

(i)

If Seller consents to any such Alterations, such Alterations will: (A) be performed at Purchaser's sole cost and expense; (B) be made in strict compliance with Seller’s then current standards, rules and procedures, and (C)  remain a part of the Licensed Premises at the termination or expiration of this Agreement.  Purchaser will be solely responsible for any and all moving expenses incurred while using the Licensed Premises.

(ii)

Seller will be the vendor of choice for all approved Alterations and other construction and related services at the Licensed Premises, including the installation of fixtures, workstations and other similar items.  Unless Seller elects otherwise by written notice to Purchaser,

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all such services will be contracted through Seller.  Purchaser will reimburse Seller for one hundred percent (100%) of the costs of all such work, including the costs of preparing plans and specifications for the work (if applicable), plus a reasonable and customary management fee not to exceed ten percent (10%) of the cost of the work.

(g)

Possession / Surrender.  Purchaser will have the right to possess and occupy the Licensed Premises on and after the date hereof.  Purchaser shall be responsible for all costs and expenses of relocating Purchaser's employees to the Licensed Premises, to the extent provided in this Agreement.  

(i)

Purchaser will surrender possession of the Licensed Premises to Seller upon the termination of this Agreement broom clean and in as good order and condition as on the date hereof, subject to ordinary wear and tear; provided, however, that Seller shall continue to provide such cleaning services in the Licensed Premises as it provided immediately prior to the date hereof.  Purchaser will be responsible for all expenses of relocating employees of Purchaser to new space.

(ii)

If Purchaser remains in possession of the Licensed Premises after the termination of this Agreement, then Seller may (A) declare a default and exercise the remedies available under this Agreement, including summary proceedings to recover possession of the Licensed Premises, in which case Purchaser may owe Damages and additional rent for holding over and (B) require Purchaser to vacate the Licensed Premises without advance notice.

(h)

Indemnification.  

(i)

Subject to the provisions of this Section 9, Purchaser and DoubleDay Holdings, LLC will defend, indemnify and hold Seller, and its respective officers, directors and agents harmless from and against any and all Damages, proximately caused by: (A) any act, omission, negligence, work or other activity performed by the employees or agents of Purchaser or its Affiliates in the Licensed Premises or on Seller's Property; or (B) claims by any of the employees or agents of Purchaser or its Affiliates stemming from its presence on Seller's Property; or (C) claims of third-parties other than Seller’s employees (including the Leased Employees through June 18, 2007) with respect to conditions or events in the Licensed Premises.  This indemnity is in addition to, and not in substitution for, any other indemnities given by Purchaser or DoubleDay Holdings, LLC under this Agreement or the Asset Purchase Agreement and it will survive the termination of this Agreement, but only with respect to claims for which the event giving rise to the claim occurred before termination.

(ii)

No parties will be construed to be obligated to indemnify the others: (A) against the willful or negligent conduct of any party that might otherwise be indemnified; or (B) in excess of amounts permitted by applicable Law.  This License will be construed as necessary in order to bring the indemnification provisions into compliance with applicable Laws.

(i).

Provisions Regarding Employees.  The parties anticipate that all employees of Purchaser assigned to work within the Licensed Premises during the Transition Period will be persons employed by Seller immediately before the date of this Agreement.  Purchaser will not assign any other individuals to work at the Licensed Premises unless Purchaser has obtained a current background check and drug screening (comparable to the checks and screenings Seller

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obtains on its own employees at Seller's Property) before the individual first enters Seller’s Property.  At all times they are on Seller’s Property, employees of Purchaser will be subject to the following requirements:

(i)

Employees of Purchaser will (A) comply with Seller's rules and regulations regarding personal and professional conduct generally applicable to all personnel at Seller’s Property, (B) comply with Seller’s reasonable requests pertaining to personal and professional conduct, (C) attend workplace safety and security training offered by Seller, at Seller’s request and at no cost (other than nominal) to Purchaser, and (D) otherwise conduct themselves in a businesslike manner.

(ii)

Employees of Purchaser will wear badges and otherwise clearly identify themselves as employees of Purchaser and not as employees of Seller.  This obligation applies to any and all communications, whether oral, written or electronic.

(iii)

To the extent permitted by applicable Laws, Purchaser agrees to immediately expel and remove from Seller's Property, any employee of Purchaser known to be (or reasonably suspected of) engaging in substance abuse while at Seller's Property.  In the case of reasonable suspicion, any such expulsion or removal will be temporary, pending completion of the applicable investigation.  For the purpose of this provision, the phrase “engaging in substance abuse” includes the sale, attempted sale, possession or use of illegal drugs, drug paraphernalia, or, to the extent not permitted at Seller’s Property, alcohol, or the misuse of prescription or non-prescription drugs.

Section 10.  Transfer of SRC Transition Personnel; Further Insurance Provisions.

(a) Purchaser shall, at its own expense, procure and maintain in full force and effect, with financially sound and responsible insurers, insurance consistent with the provisions of this Section 10.  Seller shall continue to maintain its insurance consistent with the periods prior to the date of this Agreement.  On request, each party shall name the other party as an additional insured and provide the certificates evidencing compliance with this Section.

(b)  Definitions:

(i)

“SRC Transition Personnel” means only those employees of Seller as of the date hereof that are listed on Schedule D attached hereto.  SRC Transition Personnel (A) shall remain employees of Seller until no later than June 18, 2007, and (B) shall be offered to commence employment with Purchaser no later than June 18, 2007, in accordance with the provisions of Section 10, below.  

(ii)

"SRC Retained Personnel" means only those employees of Seller as of the date hereof that are listed on Schedule E attached hereto.

(iii)

“SRC Employee” means any employee of Seller as of the date hereof that is not listed on Schedule C.  SRC Employees (A) shall remain employees of Seller throughout the Transition Period, and (B) shall remain employees of Seller after termination of the Transition Period.

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(c) The following shall apply effective as of the earlier of (1) June 18, 2007, (2) termination of the Transition Period, or (3) as Seller and Purchaser otherwise agree to in writing:

(i)

SRC Transition Personnel shall be employees of Purchaser to the extent SRC Transition Personnel and Purchaser reach agreement as to the terms of such employment.  If so employed, Purchaser shall be responsible for severance, wages, employee benefit and any other employment-related expense, as relating to SRC Transition Personnel other than any obligation of Seller.  

(ii)

Purchaser shall furnish and keep in full force and effect at all times after the above date, and during the balance of the term of this Agreement, workers’ compensation insurance covering all SRC Transition Personnel.  Purchaser shall cause that appropriate evidence of insurance be filed with the Ohio Workers' Compensation Bureau and with the Worker’s Compensation Bureau of any other state as deemed necessary by Seller.

(iii)

If any SRC Transition Personnel is to drive a vehicle of any kind for either Seller or Purchaser, Purchaser shall furnish automobile liability insurance covering said vehicle and said SRC Transition Personnel. The policy of automobile insurance shall insure against public liability for bodily injury and property damage, with a minimum combined single limit of One Million Dollars ($1,000,000.00) and uninsured motorist or personal injury protection, or equivalent coverage, of at least the minimum limits required by the state where such “no fault” laws apply.  Purchaser shall cause its insurance carrier to name the SRC Transition Personnel and Seller as additional named insureds and loss payees, and to issue a Certificate of Insurance to Seller whereby Seller is provided not less than thirty (30) days advance notice of cancellation or material change in any such automobile liability in surance coverage.

(iv)

Purchaser agrees to cause its insurance carrier to name Seller as an additional insured on Purchaser's general liability insurance policy, and shall issue a Certificate of Insurance evidencing same to Seller whereby Seller is provided not less than thirty (30) days notice of cancellation or material change in said general liability insurance policy. The minimum requirements of said general liability insurance policy shall be One Million Dollars ($1,000,000.00) combined single limit including, but not limited to, where applicable, premises, operations, products, completed operations, contractors, personal injury, host liquor liability, independent contractors and full liquor liability.     

(d)

Purchaser shall offer employment to the SRC Transition Personnel in accordance with the provisions of Section 6.8 of the Asset Purchase Agreement.  Seller shall terminate any SRC Transition Personnel who do not accept Purchaser’s offer of employment on or before June 18, 2007.

(e)

Purchaser and DoubleDay Holdings, LLC shall defend, indemnify and hold Seller harmless for any severance and accrued vacation liability of Seller with respect to SRC Transition Personnel up to a maximum of $50,000 in the aggregate which shall not include any payments made to Ira Goldstein pursuant to the Incentive Agreement or to Doug Patterson pursuant to the Benefits Exit Agreement.  

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Section 11.  Exclusion of Consequential Damages.  OTHER THAN AS PROVIDED ABOVE IN SECTIONS 9(h) AND 10(e), NEITHER PARTY SHALL UNDER ANY CIRCUMSTANCE BE RESPONSIBLE FOR OR LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL LOSS OR DAMAGE ARISING OUT OF THE BREACH OF WARRANTIES. IN NO EVENT SHALL SELLER'S LIABILITY OF ANY KIND EXCEED THE AMOUNT REMITTED BY PURCHASER UNDER THIS AGREEMENT (EXCLUDING AMOUNTS THAT ARE REMITTED BY PURCHASER WITH RESPECT TO PAYROLL AND ACCOUNTS PAYABLE PAID BY SELLER) AS OF THE DATE THE LIABILITY ACCRUES.

Section 12.  Relationship of the Parties.  In connection with this Agreement, each party shall at all times act as an independent contractor and not as an agent, employee or legal representative of the other party.  Neither party shall have the power or authority, express or implied, to obligate or bind the other party in any way.  The employees of Seller engaged in the performance of the Services shall at all times be and remain the employees of Seller, unless otherwise expressly provided by this Agreement or the Asset Purchase Agreement.

Section 13.  Entire Agreement.   Subject to Section 2(d) above and Section 26 below, this Agreement sets forth the entire agreement and understanding of the parties with respect to the subject matter hereof and supersedes all prior agreements, arrangements and understandings relating to the subject matter hereof.

Section 14.  Captions.  The section and other headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

Section 15.  Notices.  All notices, requests, claims, demands and other communications hereunder shall be in writing and will be deemed to have been duly given only if delivered personally against written receipt or by facsimile transmission against facsimile confirmation or mailed by a nationally recognized overnight courier prepaid, to the parties at the following addresses or facsimile numbers:

To Standard:

The Standard Register Company

600 Albany Street

Dayton, Ohio 45418

Attention:  Kathryn A. Lamme, Esq.

with a copy to:

Dinsmore & Shohl LLP

255 E. Fifth Street, Suite 1900

Cincinnati, Ohio 45202

Attention: Harvey J. Cohen, Esq.

Fax number:  (513) 977-8141

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To  Exped:

Exped, LLC

6450 Sand Lake

Dayton, Ohio 45414

Attention:  Mr. Brian Kohr

With a copy to:

Chernesky, Heyman & Kress P.L.L.

10 Courthouse Plaza, S.W., Suite 1100

Dayton, Ohio  45402

Attention: Richard A. Broock, Esq.

Fax number: 937-463-4940

All such notices, requests, claims, demands and other communications will (a) if delivered personally to the address as provided in this Section 15, be deemed given upon delivery, (b) if delivered by facsimile transmission to the facsimile number as provided for in this Section 15, be deemed given upon facsimile confirmation, and (c) if delivered by overnight courier to the address as provided in this Section 15, be deemed given on the earlier of the first business day following the date sent by such overnight courier or upon receipt (in each case, regardless of whether such notice, request, claim, demand or other communication is received by any other Person to whom a copy of such notice is to be delivered pursuant to this Section 15).  Any party hereto from time to time may change its address, facsimile number or other information for the purpose of notices to that party by giving notice specifying such chang e to the other parties hereto.

Section 16.  Equitable Relief.  Each party acknowledges that another party may be irreparably injured by any breach of this Agreement; accordingly, each party shall be entitled to seek specific performance and other injunctive relief as remedies for any breach (or threatened breach) of this Agreement by any other party, in addition to all other remedies available at law or in equity.

Section 17.  Governing Law.  This Agreement shall be governed by, and construed and enforced in accordance with the laws of the State of Ohio without regard to its conflict of laws rules.

Section 18.  Counterparts.  This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original but all of which taken together shall constitute one and the same instrument.

Section 19.  Severability.  If any provision hereof or the application of such provision to any party or any circumstances shall be held invalid or unenforceable to any extent, the remainder thereof and the application of such provision to other circumstances shall not be affected thereby and such provision shall be enforced to the greatest extent permitted by applicable law and such invalidity or unenforceability shall not affect the validity or enforceability of any other provision hereof.

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Section 20.  Amendment and Waiver.  This Agreement may not be amended or modified or any right or remedy herein waived except by a writing signed by a duly authorized representative of each of the parties.

Section 21.  Reservation of Rights.  No failure by either party to insist upon strict compliance by the other party with any of the terms, provisions, or conditions of this Agreement in any instance shall be construed as a waiver or relinquishment by any party of another party's right to insist upon strict compliance therewith in the future.

Section 22.  Assignment.  This Agreement and the obligations of the parties hereunder may not be assigned or transferred by either party without the prior written consent of the other party.

Section 23.  Subcontractors.  Seller may delegate the performance of its duties under this Agreement to subcontractors, provided that Seller shall remain responsible for the performance of the delegated duties.

Section 24.  No Right of Set-Off.  All payments to be made by either party under this Agreement will be made free of any set-off, deduction or hold-back and will be promptly remitted to the party entitled to receive payment hereunder.

Section 25.  Force Majeure.  Other than for payments due hereunder, neither party (the "Affected Party") will be liable to the other party (the "Non-Affected Party") for failure to perform any part of this Agreement if such failure results from an act of God, war, revolt, revolution, sabotage, actions of a Governmental Entity, laws, regulations, terrorism, embargo, fire, strike, other labor trouble, or any similar cause beyond the control of the Affected Party other than financial difficulties of such party.  Upon the occurrence of any such event which result in, or will result in, delay or failure to perform according to the terms of this Agreement, the Affected Party will promptly give notice to the Non-Affected Party of such occurrence and the effect and/or anticipated effect of such occurrence.  The Affected Party will use its commercially-reasonable efforts to minimize disruptions in its performance and to resume performance of its obligations under this Agreement as soon as practicable.  If an event of Force Majeure last for more than one hundred and eighty (180) days, the Non-Affected party may terminate this Agreement.

Section 26.  Controlling Agreement.  This Agreement, the Asset Purchase Agreement and the other Ancillary Agreements are intended to be mutually explanatory of one another and shall, to the extent possible, be interpreted as a whole.  This Agreement is delivered pursuant to the Asset Purchase Agreement and is subject to the conditions, representation, warranties and covenants provided therein, and if and to the extent the provisions of this Agreement and the Asset Purchase Agreement are inconsistent, the provisions of the Asset Purchase Agreement shall be controlling.  To the extent the provisions of the body of this Agreement and the Schedules of this Agreement are inconsistent, the provisions of the body of this Agreement shall be controlling.

Section 27.  Survival.  The provisions of Sections 3, 4, 8, 9(h), 10(c)(i), 10(e), 11 and 17 will survive the expiration or termination of this Agreement for any reason.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

EXPED, LLC

By__________________________________

     Title:

THE STANDARD REGISTER COMPANY

By__________________________________

     Title:

Solely for purposes of Sections 9(h) and 10(e)

DOUBLEDAY HOLDINGS, LLC

By__________________________________

     Title:

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SCHEDULE A

Services

Seller will provide the following Services to Purchaser on a similar basis as was required to run the Business immediately prior to the date hereof.  Both Seller and Purchaser will use their commercially-reasonable efforts to work together to agree upon and take actions necessary to complete the transition.  Applicable sales tax will be charged in accordance with legal regulations.  The services and charges contained in this document are the best estimates at this time.  To the extent that additional or unidentified services or charges are incurred, Seller will pass on such services or charges at its cost to Purchaser as additional expense.

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SCHEDULE A-1

Administrative Support

General

Seller shall provide such administrative and support services (including payroll services, accounts payable, benefits services, expense report processing, purchasing, customer billing and invoicing services) (collectively "Administrative Support"), as currently provided in the Business, as Purchaser may reasonably request.  

Duration

Payroll services will be provided for a period commencing as of the date hereof and concluding no later than June 18, 2007.  With respect to all other Administrative Support, for a period commencing as of the date hereof and concluding no later than June 18, 2007.  

Cost

No charge except for documented out of pocket expenses incurred by Seller.

Included Service

·

Bi-weekly payroll runs and related withholdings and deposits.

·

Benefit coordination on above payroll consistent with existing benefits.

·

Disbursement and accounts payable services consistent with existing processes.

·

Invoicing, collection, statement generation, A/R follow up, cash transfers, consistent with existing processes.

·

Expense report processing.  Costs reimbursed to Seller.

Excluded Service

Seller will not provide accounting services.  Seller will provide detail on transition related transactions that Purchaser requires to book necessary entries on their ledger.

Conditions

The parties will work together to provide the Administrative Services necessary to operate the Business.  Assistance will be required from employees of Purchaser in this pursuit.   The parties recognize that transition services of this nature will require manual intervention in Seller systems and will therefore require some additional time and collaboration to complete.  

Purchaser agrees to provide reasonable and periodic access to Purchaser's Controller through July 31, 2007, for purposes of assisting Seller in transitioning such position to a replacement resource and to assist in closing the books of Seller's ExpeData business unit.

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SCHEDULE A-2

IT Support

General

Seller shall provide information technology, network services, information technology management, and telecommunications support (collectively "IT Support"), as currently provided to the Business, but shall not include access to Seller's confidential applications.

Duration

For a period commencing as of the date hereof and concluding no later than October 31, 2007.

Cost

Pursuant to Schedule F.  Any additional services shall be provided at Seller's cost.

Included Service

Monitoring & Support Services

·

Monitoring Servers – HP HW & O/S support for monitoring servers (only the fourteen (14) blade servers)

·

Monitored SQL – HP support charge for one (1) SQL database

·

Desktop Services – HP PC Support

·

Service Desk -  HP service desk support and call-in support for PC / Network and Seller's off the shelf software included on existing Seller laptops / desk top images.

·

Phone Port – HP support for voice phone

·

Network Services – HP support charge for Network.

·

Solutionary Services – Direct charge from Solutionary

·

Email Hosting & Support  

·

Firewall Support

Telecom

·

Blackberry and Mobile Voice Services

·

Intercall Services & Access Line (charged as incurred)

·

Local and long distance voice

·

Mobile voice and data services charged as incurred.

Data Center & Internet

·

SAN storage

·

File & Print Services / H:drive storage

·

Computer room floor space (AC, power, UPS)

·

Internet Access.

Licensing

·

Desk top OS / Server OS

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15

Excluded Service

·

HP does not support the ExpeData application in any capacity.

·

HP does not support Dev / QA environments.

·

Cost (incurred by HP & Seller) related to the exit, relocation and new environment set up will be the responsibility of Purchaser.

Conditions

·

All Services provided will be charged as indicated on Schedule F.  Note that several “direct” charges do not have an indication on Schedule F.  These charges will be passed on at cost to Purchaser based upon incurred amounts.

·

As of this writing HP has not yet been notified of the terms of the deal.  Any objection on their part may require an amendment to this plan to be developed by the two parties, including additional costs.

·

All stated rates are consistent with current levels of support and devices.  Additional support and users will be passed on at Seller costs.

·

Only Seller supported solutions will be allowed.

·

Purchaser will be required to enter into new software agreements by June 18, 2007.

·

All Seller owned master licensing keys must be removed from all equipment upon exit of Seller's premises at the end of this agreement.  Purchaser must attest to the completion of this step.

·

Desktop / laptop re-mage must be completed prior to the end of the transition.

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16

SCHEDULE A-3

Printing Arrangement

General

Seller agrees to host printing equipment for an interim period of time.

Duration

For a period commencing as of the date hereof and concluding no later than June 18, 2007.

Cost

Pursuant to Schedule F.  Any additional services shall be provided at Seller's cost.

Included Service

Maintain service contracts, provide space, electricity, heat, water, existing network feeds.

Excluded Service

Tear down, shipping and set up of equipment related to moving to Purchaser's locations.  Seller is not responsible for the up time of the equipment.  No management provided.

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17

SCHEDULE B

Office Space

General

Seller shall lease to Purchaser, on a month to month basis, approximately 8,100 square feet of office space in Dayton, Ohio, and approximately 2,900 square feet of office space in Carol Stream, IL, used by Seller's employees prior to the date hereof to operate the Business, plus as designated parking facilities.

Duration

For a period commencing as of the date hereof and concluding no later than October 31, 2007.

Cost

See Schedule F

Included Service

Space, common area, electricity, heat, water, janitorial, furniture (existing) and security.

Excluded Service

·

Does not include any space at 600 Albany Street Building 1.

·

In the event that Purchaser locates production equipment in Dayton the electricity charges will need to be revisited.

Conditions

·

Purchaser agrees to return space in a condition similar to that at the time of Closing.

·

Purchaser must provide thirty (30) days notice of cancellation of licensed Space.

·

Assumes that two (2) sales reps are totally virtual and do not occupy Seller's premises.

·

Note that the space in Tolland is included on the Print Arrangement schedule.

·

In the event that additional production equipment is located in Dayton, the electricity charge included above will be reevaluated.

·

Upon departure Purchaser is entitled to the furniture in the four (4) private offices, plus comparable workstations from Seller's storage for the number of Dayton-based SRC Transition Personnel.  If necessary, Seller will provide used new or used parts (at their discretion) in order to create comparable workstations.  The cost to move and install the furniture will be paid by Purchaser.

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18

SCHEDULE C

Leased Employees

1.

Doug Patterson

2.

Ira Goldstein

3.

Kay Malicote

4.

Lee Brown

5.

Eric Brunswick

6.

Nic Garrett

7.

Eric Johns

8.

Paul Klingman

9.

Tim Koenitzer

10.

Jonathan Lamb

11.

Deb Martinec

12.

Keith A. Robitschek

13.

Ray Terrill

14.

AJ Wrape

15.

Scott J. B. Stultz

16.

Louis Schatzberg

17.

John O'Hara

18.

Scott Weeks

19.

Gayle A. Whitmer

20.

Denise A. Davidenko

21.

Daniel M. Faber

22.

Jaclyn M. Ellison

23.

Mike O'Connor

24.

Donita K. Giallombardo

25.

Kenneth A. Schmidt

26.

Joe Christopher

27.

Steve Henson

28.

Nancy S. O'Reilly

29.

Ajay Jindal

30.

Jeffrey R. Alyea

31.

Kevin J. Daley

32.

Diane Langos

33.

Brandon Major

34.  Scott T. Svehlak

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SCHEDULE D

SRC Transition Personnel

1.

Doug Patterson

2.

Ira Goldstein

3.

Kay Malicote

4.

Lee Brown

5.

Eric Brunswick

6.

Nic Garrett

7.

Eric Johns

8.

Tim Koenitzer

9.

Jonathan Lamb

10.

Deb Martinec

11.

Ray Terrill

12.

Louis Schatzberg

13.

John O'Hara

14.

Scott Weeks

15.

Mike O'Connor

16.

Joe Christopher

17.

Steve Henson

18.

Ajay Jindal

19.

Diane Langos

20.

Brandon Major

21.

Scott J. B. Stultz

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SCHEDULE E

SRC Retained Personnel

1.

Jeffrey R. Alyea

2.

Kevin J. Daley

3.

Denise A. Davidenko

4.

Jaclyn M. Ellison

5.

Daniel M. Faber

6.

Donita K. Giallombardo

7.

Nancy S. O'Reilly

8.

Keith A. Robitschek

9.

Kenneth A. Schmidt

10.

Gayle A. Whitmer

11.

Paul Klingman

12.

AJ Wrape

13.

Scott Svehlak

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SCHEDULE F

Compensation

The cost of transitional services charges are shown on the attached spreadsheets.  Several important concepts apply to theses charges, as follows:

·

The services and charges contained in this document are the best estimates at this time.  To the extent that additional or unidentified services or charges are found Seller will charge the costs incurred to Purchaser as additional monthly expense.

·

Any costs incurred by Seller or Seller-contracted vendors during any transition activities will be charged directly to Purchaser, including: payroll, travel, accounts payable, direct IT charges, etc.

·

Payroll amounts are estimated, actual payroll incurred will be charged.  Payroll services will be provided until June 18, 2007.

·

Costs incurred by Seller to transition Purchaser off of Seller IT and telecom systems will be charged to Purchaser at Seller's cost.

Sales tax will be added to all charges according to the laws of the jurisdiction.  Note: we know that payroll services and IT outsourcing will be subject to sales tax.

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22

EX-99

Exhibit 99.4

PRINT SERVICES AGREEMENT

BETWEEN

THE STANDARD REGISTER COMPANY

AND

EXPED, LLC

APRIL 21, 2007

PRINT SERVICES AGREEMENT

This PRINT SERVICES AGREEMENT ("Agreement"), dated as of April 21, 2007 (the "Effective Date"), is between THE STANDARD REGISTER COMPANY, an Ohio corporation ("Standard" or "SRC"), with its principal place of business located at 600 Albany Street, Dayton, Ohio 45408-1442, and EXPED, LLC, an Ohio limited liability company, on its own behalf and on behalf of its Affiliates ("Client"), with its principal place of business located at 6450 Sand Lake Drive, Dayton, OH 45414. Standard and Client shall sometimes be referred to individually as a "Party" and collectively as the "Parties" in this Agreement.

PRELIMINARY STATEMENT

The Parties desire to enter into this Agreement pursuant to which Standard will provide Client and its Affiliates a full spectrum of innovative print services.   

NOW, THEREFORE, in consideration of the mutual promises and covenants contained in this Agreement, the Parties hereby agree as follows:

ARTICLE I.
DEFINITIONS; GENERAL OBLIGATIONS

1.1.

DEFINED TERMS.  In addition to the defined terms as otherwise contained in this Agreement, the Schedules and Statements of Work, the following terms shall have the meanings herein specified unless the context otherwise requires.  Defined terms herein shall include in the singular number, the plural, and in the plural, the singular.

"Affiliate" shall mean, with respect to any Person, any other Person directly or indirectly controlling (including, but not limited to, all directors and officers of such Person), controlled or under direct or indirect common control with such Person.  A Person shall be deemed to control a corporation if such Person possesses, directly or indirectly, the power to direct or cause direction of the management and policies of such corporation, whether through the ownership of voting securities, by contract or otherwise.

"Business Day" shall mean any day on which Standard is open for business at its corporate headquarters in Dayton, Ohio.

“Channel Partner Agreement”  means Channel Partner and Referral Agreement dated as April 21, 2007 between ExpeData and Standard.

"Client Electronic Data" shall mean any electronic information that is owned by Client and that Client has furnished to Standard pursuant to this Agreement or any Order Information.

"Contract Year" shall mean each twelve (12) month time period beginning on the Effective Date of this Agreement.

“Digital Paper Products” shall mean “Digital Paper Products” as defined in the Channel Partner Agreement.

"Documentation" shall mean specifications, end-user training documentation and other written information regarding the Goods and Services that may be provided to Client by Standard with respect to the Goods and Services and according to which the Goods will functionally conform.

"Electronic Files" shall mean any electronic files developed or created by Standard with any Client Electronic Data.

"Facility" shall mean any building or facility to the extent owned, leased or otherwise controlled by a Party where any obligation under this Agreement is to be performed.

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"Goods" shall mean the Optional Goods, Required Goods, supplies and any other goods which Client may purchase from Standard under this Agreement, and which are more fully described in the applicable Schedules, Statements of Work and Purchase Orders.

"Losses" shall mean all losses, liabilities, damages, and claims, and all costs and expenses relating to such losses, liabilities, damages, and claims (including without limit costs of investigation, litigation, settlement, judgment and interest and reasonable attorney fees).

“Optional Goods” shall mean the printed goods, supplies and any other goods which Client may purchase from Standard under this Agreement, and which are more fully described in the applicable Schedules, Statements of Work and Purchase Orders.

"Person" shall mean any natural person, corporation, business trust, association, partnership, limited liability company, joint venture, political entity or political subdivision thereof.

"Personnel" shall mean the officers and employees of any Party.

"Purchase Order(s)" or "Order(s)" shall mean any written (electronic or otherwise) order(s) issued by Client to Standard under a Schedule or Statement of Work for the specific purchase of Goods or Services.

“Required Goods” shall mean the Digital Paper Products that are not (i) printed by Client on its own digital presses and/or (ii) printed by Client’s customers for their own use

 "Schedule(s)" shall mean any Schedule which is now or hereafter attached to this Agreement, and pursuant to which Standard shall provide Goods and/or Services to Client.

"Service Level Agreement(s)" or "SLA(s)" shall mean such specific performance metric agreements which have been mutually agreed upon between the Parties and pursuant to which Standard's production of the Goods or the rendering of the Services shall be measured.

"Services" shall mean collectively or individually, the services and tasks which Standard will render on behalf of Client under this Agreement, and which are more fully described in the applicable Schedules, Statements of Work and Purchase Orders.

"Statement(s) of Work" or "SOW(s)" shall mean any order entered into between the Parties under a Schedule and which shall set forth in detail the purchase terms and conditions pursuant to which the Goods and/or Services shall be produced and rendered including, without limitation, the specifications, delivery dates and charges for the Goods and Services.

"Subcontractor" shall mean an independent Third Person that has been engaged by Standard to perform some or all of its obligations to be performed under this Agreement.

"Third Person" shall mean a Person that is not a Party to this Agreement.

1.2.

BUSINESS MANAGERS.  Each Party will designate an individual to serve as its "Business Manager" under this Agreement.  Subject to the Operations Managers’ responsibilities for local operations under Section 1.3, each Party’s Business Manager will serve as the principal point of accountability for coordinating and managing that Party’s obligations.  Either Party may assign a replacement individual to serve as a Business Manager from time to time, provided that the Party assigning a replacement gives thirty (30) days’ advance notice (or as much advance notice as is possible under the circumstances, if less than thirty (30) days) of the replacement individual and obtains the other Party’s consent to the replacement, which consent shall not be unreasonably withheld.

1.3.

OPERATIONS MANAGERS.  Each Party will also designate one or more individuals to serve as its local "Operations Managers" under this Agreement.  Each Operations Manager’s primary responsibilities will be to support the Business Managers and facilitate relationship effectiveness and problem resolution.  Issues that cannot be resolved by an Operations Manager may be escalated by either Party to the Business Managers.  Either Party may assign a replacement individual to serve as an Operations Manager from time to time, provided that the Party assigning a replacement gives thirty (30) days’ advance notice (or as much advance notice as is possible under the

2

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circumstances, if less than thirty (30) days) of the replacement individual and obtains the other Party’s consent to the replacement, which consent shall not be unreasonably withheld.

1.4.

COOPERATION.  Each Party and its Affiliates will reasonably cooperate with the other Party and its Affiliates in connection with its obligations under this Agreement. Such cooperation will include informing the other Party of all management decisions that the Party reasonably expects to have a material effect on the obligations required to be performed by that Party under this Agreement.

1.5.

STANDARD PERSONNEL AND SUBCONTRACTORS.  While at a Client Facility, Standard’s Personnel and Subcontractors will conduct themselves (including attire) in a business-like and professional manner and will comply with Client’s reasonable requests, rules and regulations regarding personal conduct, including all safety and security rules and regulations of which Standard has been notified. Client may, upon giving written notice to Standard, require Standard to reassign, replace or remove any individual or Subcontractor performing services under this Agreement when Client determines that the performance of such individual or Subcontractor is such that it has an adverse impact on Client. Standard will, on receipt of such written notice, begin diligent efforts to address Client’s concerns. If Standard has not, in Client’s reasonable determination, addressed Client’s concerns within th irty (30) days from date of notice, Standard will reassign, replace or remove such individual or Subcontractor and complete such reassignment, replacement or removal as soon as practicable at no cost to Client.  In addition, Client may, on giving written notice to Standard, and at no cost to Client, require the immediate removal of any Standard Personnel who has violated any safety or security rules or regulations, or any other policies or procedures, of Client of which Client has made Standard aware, violated any laws or regulations in the course of performing services under this Agreement or breached any of the confidentiality or no-hire provisions of this Agreement.

1.6.

SUBCONTRACTORS.

(a)

Generally.  Standard may engage Subcontractors to produce some or all of the Goods and perform some or all of the Services to be produced and performed by Standard under this Agreement; provided, however, Standard will remain fully responsible for the work and activities of its Subcontractors, and will ensure the compliance of all Subcontractors with the terms of this Agreement (including ensuring that the Subcontractors comply with the insurance requirements set forth in this Agreement).

(b)

Subcontractor Reviews.  The Parties will review, at Client's request, the performance of any Subcontractor that has been engaged by Standard to produce any Goods or perform any Services under this Agreement.

1.7.

ACCESS TO FACILITIES.  Each Party will grant the other Party access during normal business hours (and, to the extent reasonably necessary, outside normal business hours) to that Party’s Facilities (including appropriate equipment and systems located at such Facilities) as is reasonably necessary for the other Party to perform the activities contemplated by this Agreement.

1.8.

DELIVERY.

Standard shall deliver the Required Goods and any Optional Goods in accordance with purchase orders submitted by ExpeData from time to time.  Each Purchase Order, including quantities of goods, shipping instructions and delivery date(s) shall be binding upon Standard  and shall be deemed to constitute a part of this Agreement as if fully set forth herein.  In the event that reasonable delivery or production requirements on a print order cannot be met by Standard, Client can, with two business days notice to, and after consultation with Standard, send the order to another third party for production.  It is anticipated that these orders will occur on an exception basis and that the parties will work together in order to minimize the occurrence of this category of orders.  Price is specifically excluded as a reason for these exceptions.

ARTICLE II.
CHANGE CONTROL

2.1.

GENERAL.  All changes to this Agreement ("Changes") will be made through the change control process described in this Article II.  The Parties agree that (i) no Change which is reasonably expected to affect the function or performance of any Good or Service will be implemented without prior written approval of both Parties; (ii) all Changes will be implemented in accordance with an amendment that is mutually acceptable to both Parties; and (iii) all approved Changes will be formalized by a change order ("Change Order") document executed by both Parties.

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2.2.

REQUESTS FOR CHANGES.  All requests for Changes by a Party will be communicated in writing by that Party’s Business Manager to the other Party’s Business Manager.  Any request for Changes will include the following information: (i) a detailed description of the Change requested; (ii) the business, technical and financial justification for the Change; (iii) the price and capital costs (if separate) associated with the Change; (iv) the projected schedule and timing  for the Change; (v) the priority of the Change; and (vi) if known at the time the Change request is made, the change in pricing under this Agreement, if any, resulting from such Change.

2.3.

CHANGE DOCUMENTATION.  Within five (5) Business Days (or such longer period as is mutually agreed) after receiving a request from Client for a Change (or if Standard desires to initiate a Change request), Standard will prepare and provide to Client a document summarizing the effect, if any, of the proposed Change on (i) the scope of the Goods, Services, Schedules or Service Levels; (ii) Client’s obligations; and (iii) the budget or price for the Change.  In addition, Standard will inform Client in such document regarding any other business impact Standard believes to be relevant to Client’s evaluation of the Change Order. Within ten (10) business days after receiving such information, Client will approve, reject, or (in the case of change requests initiated by Client) withdraw the request for the Change. Client’s failure to approve, reject or withdraw the request within the applica ble time period will be deemed a withdrawal or rejection of the request.

ARTICLE III.
GOODS, SERVICES

3.1.

GOODS AND SERVICES.  Client shall, during the Initial Term of this Agreement, purchase all of its requirements of the Required Goods as described in the applicable Schedules from Standard, for sale in North America and at Client’s option, may purchase the Optional Goods and Services from Standard.    With respect to the Required Goods, during the Initial Term, this is a requirements contract.  Accordingly, during the Initial Term, Standard shall be Client’s exclusive third party printer of the Digital Paper Products in North America. During any Renewal Term (as defined in Section 11.2), there will no longer be any Required Goods and the Goods defined as Required Goods during the Initial Term shall be deemed to be Optional Goods.  Standard shall produce the Goods and perform the Services as ordered by Client in accordance with (i) their general and special specificati ons (the "Specifications"), (ii) any applicable Service Level Agreements, and (iii) any special requirements as agreed upon between the Parties and as set forth in the Schedules or Statements of Work (the "Special Requirements").  The Specifications, Service Level Agreements and Special Requirement for any Goods or Services purchased by Client from Standard under the terms of this Agreement shall hereinafter be referred to collectively as the "Goods and Services Requirements".

3.2.

ORDERING.  Client shall, during the Term of this Agreement, order the Goods and Services by issuing to Standard a signed SOW or Order.  Each SOW or Order shall specify the description, quantity, purchase prices and fees, Special Requirements, if any, delivery dates, shipping terms and any additional terms as mutually agreed upon between the Parties for the Goods and/or Services ordered by Client from Standard (collectively, the "Order Terms").

3.3.

SHIPPING, TITLE AND RISK OF LOSS.  Client shall select one of the following options for shipping the Goods (the "Shipping Options") from Standard’s Facility (the "Shipping Point") to Client’s delivery location ("Destination Point"):

(a)

Collect Terms.  Client shall select and pay the carrier and process all in transit damages claims.  Title to and risk of loss or damage in transit to the Goods shall pass to Client when the Goods are delivered to the carrier at the Shipping Point (F.O.B. Shipping Point).  Client will handle all tracing, tracking and other carrier-related issues.  Standard will select the carrier if not selected by Client. Except as may be otherwise provided in the Schedules, title to the Goods will transfer to Client when the Goods are delivered to the carrier.

(b)

Prepaid Terms.  Standard shall select and pay the carrier and process all in transit damage claims.  Transportation will be built into the price of the Goods. There will be no separate line item charge for transportation.  Standard shall bear the risk of loss or damage in transit to the Goods until the Goods are delivered to the Destination Point (F.O.B. Destination). Standard will handle all tracing, tracking and other carrier-related issues.  Except as may be otherwise provided in the Schedules, title to the Goods will transfer to Client when the Goods are delivered to the Destination Point.

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(c)

Prepay and Charge Terms.  Standard shall select and pay the carrier and process all in transit damage claims.  Client shall pay Standard a freight charge for the Goods shipped by Standard in an amount equal to: (i) for shipments not discounted by the carrier, the current catalog or tariff rates as published by the carrier, plus any additional charges imposed by the carrier, or (ii) for shipments discounted by the carrier, a rate as determined by Standard, which rate may be higher than the rate paid by Standard, but no more than the current catalog or tariff rate as published by the carrier because Standard’s level of discount is based upon its total volume of its shipments with the carrier, including intra-company shipments and shipments to other customers. Standard shall bear the risk of loss or damage in transit to the Goods until the Goods are delivered to the Destinati on Point (F.O.B. Destination).  Standard will handle all tracing, tracking and other carrier-related issues.  Except as may be otherwise provided in the Schedules, title to the Goods will transfer to Client when the Goods are delivered to the Destination Point.

(d)

Special Shipments.  Client shall pay any special freight charges for any partial shipments, air express shipments or other expedited shipments of the Goods ("Special Shipments") unless the need for such Special Shipment is caused by Standard’s failure to delivery conforming Goods in a timely fashion. The Prepay & Charge terms as shown above shall apply to any Special Shipments unless Client has selected the Collect Terms for its Special Shipments.

Standard shall not be liable to Client for any damages or losses incurred by Client as a result of delays in delivery of the Goods caused by the carrier.

3.4.

ACCEPTANCE OF GOODS AND SERVICES.  Acceptance of the Goods and Services if any, shall occur when the Goods have been satisfactorily delivered, inspected, installed and the Services have been fully performed and the Goods and Services meet applicable performance criteria, if applicable.  Client shall inspect and notify Standard, in writing, within forty-five (45) days from the date the Goods, and/or Services have been received, whether Client has rejected the Goods or Services (the "Acceptance Period").  Any Goods or Services that have not been rejected by Client in writing during the Acceptance Period shall be deemed to have been accepted by Client.  Client's acceptance of the Goods and/or Services shall not be construed as evidence that the Goods or Services do, in fact, conform in all respects with the Goods and Services Requirements or a waiver of Standard's warranty obliga tions as contained in this Agreement.

ARTICLE IV.
CHARGES AND PAYMENT

4.1.

CHARGES.  Client shall pay Standard the purchase prices and service fees (collectively, the "Charges") for the Goods and Services in the amounts as set forth in the applicable Schedules, Statements of Work and Purchase Orders.

4.2.

TAXES.  Client shall pay Standard any and all sales, excise, use and ad valorem taxes or other taxes imposed by any federal, state or local government which arise from the sale, use or storage of the Goods or the rendering of the Services and for which Standard is responsible to collect (the "Taxes"), unless Client has furnished Standard with an applicable exemption certificate.

4.3.

INVOICES AND PAYMENT.  Standard shall invoice Client for the Goods and Services, and Client shall pay such invoices by no later than the payment dates contained in these invoices, which in no event shall be less than thirty days after receipt of any such invoice, unless there are different payment terms in the Schedules and Statements of Work for the Goods and/or Services that are being invoiced.  If Client does not pay Standard the invoice amount for any Charge within ten (10) days of its due date, Standard may, at its sole option, charge Client interest upon the unpaid balance due Standard at eighteen percent (18%) per annum or the maximum rate permitted by law, whichever is less and/or (ii) suspend the performance of its duties under this Agreement and all Schedules and Statements of Work.

4.4.

PRICE ADJUSTMENTS.  

(a)

Except as otherwise provided in the applicable Schedules or Statements of Work, Standard may, at its sole option, increase the Charges with respect to the Optional Goods under this Agreement at any time during the Term of this Agreement upon sixty (60) days' prior written notice to Client.

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(b)

Intentionally omitted.

(c)

In the event the prices which Standard pays the paper mills for the raw material are increased, Standard may increase the Goods prices by an amount equal to the documented material increase.  

4.5.

AUDITS BY CLIENT.

(a)

Financial Audits.

(i)

At Client’s request, but not more often than once per Contract Year, Standard will allow Client or its designated representatives to audit its accounting books and records to the extent necessary to verify Standard’s Charges to Client for a preceding 12-month period. Standard will cooperate with and comply with all reasonable requests from Client or its designated representatives in connection with such audit.

(ii)

Upon completion of any such audit, the Parties will review the audit report together and work in good faith to agree upon (1) any adjustment of Charges to Client (including any reimbursement of any overpayment by Client or reimbursement to Standard for any underpayment by Client); and (2) any appropriate adjustments to Standard’s billing practices. If any such audit discloses overpayments that in the aggregate equal five percent (5%) or more of the amounts that were actually due, as shown by the audit, then Standard will reimburse Client for the costs of the audit.

(b)

Operational Audits.  Client may monitor Standard’s performance of its duties under this Agreement at any time, and with prior written notice to Standard.

ARTICLE V.
CONFIDENTIALITY

5.1.

CONFIDENTIAL INFORMATION.  "Confidential Information" shall mean any information regarded by a Party as confidential and proprietary and includes lists of customers, business volumes and usage, financial information, pricing information, information related to mergers or acquisitions, software, software documentation, and information concerning business plans or business strategy. Each Party may use Confidential Information of the other Party only in connection with performance of its duties under this Agreement. Neither Party shall copy Confidential Information or disclose Confidential Information of the other Party to persons who do not need Confidential Information in order to perform its duties under this Agreement. Confidential Information will be returned to the Party seeking to protect such information upon request of the other Party. Confidential Information does not include informat ion that is generally known or available to the public or that is not treated as confidential by the Party claiming information to be confidential. Because the breach of either Party’s confidentiality obligations may cause the other Party to suffer irreparable harm in an amount not easily ascertained, any such breach, whether threatened or actual, will give the non-breaching Party the right to obtain equitable relief to enjoin or restrain the disclosure or use of such Confidential Information. The provisions of this Section 5.1 and Section 5.2 will survive the termination of this Agreement.  For the avoidance of doubt, any confidential information transferred to ExpeData pursuant to the Asset Purchase Agreement shall be deemed “Confidential Information”.

5.2.

RESTRICTIONS ON CONFIDENTIAL INFORMATION.

(a)

A Party receiving confidential information (the "Receiving Party") will use at least the same degree of care, but no less than a reasonable degree of care, to avoid unauthorized disclosure or use of the disclosing party’s (the "Disclosing Party") Confidential Information as it employs with respect to its own Confidential Information of similar importance.

(b)

The Receiving Party may disclose Confidential Information only to its own officers, directors and employees and to its consultants, subcontractors and advisors who reasonably need to know it. The Receiving Party will be responsible to the Disclosing Party for any violation of this Agreement by its officers, directors, employees, consultants, Affiliates, subcontractors or advisors.

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(c)

The Receiving Party may not print or copy, in whole or in part, any documents or other media containing the Disclosing Party’s Confidential Information, other than copies for its officers, directors, employees, consultants or advisors who are working on the matter, without the prior consent of the Disclosing Party.

(d)

The Receiving Party may not use the Disclosing Party’s Confidential Information for competing with the Disclosing Party or for any purpose not in furtherance of this Agreement.

(e)

As promptly as practicable (and in any event within ten (10) days) after the earlier of the completion of the Receiving Party’s obligations under, or the termination of, this Agreement, the Receiving Party will return or, with the consent of the Disclosing Party, destroy all of the Disclosing Party’s Confidential Information, except for business records required by law to be retained by the Receiving Party.

(f)

If the Receiving Party is requested, as part of an administrative or judicial proceeding, to disclose any of the Disclosing Party’s Confidential Information, the Receiving Party will, to the extent permitted by applicable law, notify the Disclosing Party of such request as promptly as practicable (and in any event within five (5) Business Days after receiving the request) and cooperate with the Disclosing Party, at the Disclosing Party’s expense, in seeking a protective order or similar confidential treatment for such Confidential Information.

ARTICLE VI.
WARRANTIES

6.1.

STANDARD'S WARRANTIES.

(a)

Goods Warranty.  Standard warrants to Client that the Goods will be produced in accordance with the Goods and Services Requirements, be free of defects in materials and workmanship, and shall conform in all material aspects to all applicable laws and regulations at the time the Goods are produced (the "Goods Warranty").  As soon as is commercially reasonable after notice is provided by Client, Standard shall, at its option, either (i) replace, (ii) repair, or (iii) refund the purchase price for any Goods that do not conform to the Goods Warranty.  This shall be Standard's entire liability to Client and Client's exclusive remedy if the Goods do not conform to the Goods Warranty.  The Goods Warranty shall expire one hundred twenty (120) days from the date the Goods are delivered to Client.  Standard makes no warranty to Client regarding the substance, wor ding or legality of the contents of the Goods.  No representation or other affirmation of fact shall be deemed to be a warranty by Standard as to the Goods for any purpose, nor give rise to any liability or obligation of Standard whatsoever. Standard’s warranty obligations under the Goods Warranty will be fulfilled by Standard without additional fees or charges of any kind to Client.

(b)

Services Warranty.  Standard represents and warrants to Client (i) that all Services will be performed in accordance with the Goods and Services Requirements and in a prompt, professional and workmanlike manner, and (ii) that Standard has the expertise and resources necessary to undertake and complete the Services in accordance with the specifications and timeframes set forth in this Agreement and applicable Schedules (the "Services Warranty").  As soon as commercially reasonable after notice is provided by Client, Standard shall, at its option, either (i) re-perform any Services, or (ii) refund the service fees for any Services that do not conform to the Services Warranty.  This shall be Standard's entire liability to Client and Client's exclusive remedy if the Services do not conform to the Services Warranty.  The Services Warranty shall expire ninety (90) days from the date the Services have been rendered by Standard.  Standard's warranty obligations under the Services Warranty will be fulfilled by Standard without additional fees or charges of any kind to Client.

(c)

Additional Warranties.

(1)

Standard represents and warrants to Client that all Goods supplied hereunder will have been produced in compliance with all applicable federal, state and local laws, orders, rules and regulations.

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(2)

Standard represents and warrants to Client that (i) it has good title and marketable title to the Goods, (ii) the Goods are free from any liens and encumbrances, and (iii) it has requisite power and authority to transfer title to the Goods to Client.

(3)

Standard represents and warrants to Client that, in performing its obligations under this Agreement, (i) it will not employ or subcontract with any person who is a "Specially Designated National" ("SDN") as defined from time to time in regulations issued by the Office of Foreign Asset Control of the United States Department of the Treasury; and (ii) Standard is not an SDN.

6.2.

AUTHORITY WARRANTIES.  Each Party warrants to the other Party that:

(a)

it has been duly incorporated, validly existing and in good standing under the laws of its state of incorporation as a corporation, partnership or limited liability company (as set forth in the Preamble of this Agreement),

(b)

it has all requisite power and authority to execute, deliver and perform its obligations under this Agreement,

(c)

the execution, delivery and performance of this Agreement has been duly authorized by such Party, and

(d)

no approval, authorization or consent of any governmental or regulatory authority is required to be obtained or made by it in order for it to enter into and perform its obligations under this Agreement.

6.3.

DISCLAIMERS OF WARRANTIES.

THE WARRANTIES CONTAINED IN THIS ARTICLE OF THIS AGREEMENT ARE IN LIEU OF AND EXCLUDE ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE FOR THE GOODS OR SERVICES.

ARTICLE VII.
INTELLECTUAL PROPERTY

7.1.

INTELLECTUAL PROPERTY WARRANTIES.  Standard hereby represents and warrants to Client that it owns all rights in (or has obtained all rights necessary to license or otherwise furnish to Client) the Goods and Services (including software, microcode, and other intellectual property of any sort) provided to Client under this Agreement, the Schedules and Statements of Work ("Standard's Intellectual Property Warranty").  Client hereby represents and warrants to Standard that it owns all rights in (or has obtained all rights necessary to license or otherwise furnish to Standard) all property furnished by Client to Standard and which Standard uses in connection with producing the Goods or performing the Services including, but not limited to, any artwork or files furnished by Client to Standard ("Client's Intellectual Property Warranty").  Notwithstanding the foregoing, ExpeData makes no warranty regarding any intellectual property transferred to ExpeData by Standard (which shall not include any improvements, modifications and developments made to such intellectual property after the date of transfer) pursuant to the terms of the Asset Purchase Agreement.

7.2.

ADDITIONAL INTELLECTUAL PROPERTY COVENANTS.  Each Party shall retain all right, title and interest in and to all of its intellectual property and other proprietary information including, but not limited to, trademarks, copyrights, writings, icons, layouts, original artwork and original practice, including any modifications, enhancements and/or other derivative works of said Party's intellectual property or other proprietary information that may arise as a result of the production of the Goods and the performance of the Services by Standard under this Agreement.  All intellectual property and other proprietary information now or hereafter owned by Client and which Client has furnished Standard in connection with the production of the Goods or the performance of the Services under this Agreement (the "Client Intellectual Property") shall remain Client's exclusive property and may only be used by Standard in the performance of its duties under this Agreement.

7.3.

STANDARD'S PREPARATORY MATERIALS.  Except as may otherwise be provided for in the Schedules, Client shall not acquire any ownership interest in or license to use, after the termination of this

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Agreement, any items or materials that have been developed or created by Standard in producing the Goods or performing the Services including, but not limited to, any molds, plates, dies, negatives, electronic files, software templates or software programs ("Standard's Preparatory Materials").  If Standard's Preparatory Materials contain any Client Intellectual Property, Standard shall not use Standard's Preparatory Materials except as expressly necessary to produce the Goods and perform the Services for Client.  Upon the expiration or termination of this Agreement, Standard shall destroy any of Standard's Preparatory Materials that contain any Client Intellectual Property and certify in writing the date or dates that Standard's Preparatory Materials have been destroyed.

ARTICLE VIII.
INDEMNIFICATION

8.1.

INDEMNIFICATION BY STANDARD.  Standard will, at its expense, indemnify, defend and hold harmless Client and its Affiliates, and their officers, directors, employees, agents, successors and assigns (each a "Client Indemnitee"), from all Losses claimed by any Third Person in any claim, demand, suit or proceeding in connection with any of the following:

(a)

The breach by Standard of any representation, warranty or other obligations to Client under this Agreement;

(b)

The death or bodily or personal injury of, or other legally enforceable damage incurred by, any agent, employee, customer, business invitee, or business visitor or other person caused by the breach of contract, breach of warranty, negligence or willful misconduct of Standard; or

(c)

The damage, loss or destruction of any real or personal property caused by the breach of contract, breach of warranty, negligence or willful misconduct of Standard or Standard Personnel.

8.2.

INDEMNIFICATION BY CLIENT.  Client will, at its expense, indemnify, defend and hold harmless Standard and its Affiliates, and their officers, directors, employees, agents, successors and assigns (each, a "Standard Indemnitee"), from all Losses claimed by any Third Person in any claim, demand, suit or proceeding in connection with any of the following:

(a)

The breach by Client of any representation, warranty or other obligations to Standard under this Agreement;

(b)

The death or bodily or personal injury of, or other legally enforceable damage incurred by, any agent, employee, customer, business invitee, or business visitor or other person caused by the breach of contract, breach of warranty, negligence or willful misconduct of Client; or

(c)

The damage, loss or destruction of any real or personal property caused by the breach of contract, breach of warranty, negligence or willful misconduct of Client.

8.3.

INDEMNIFICATION PROCEDURES.  The following procedures will apply to all claims for indemnification under this Agreement:

(a)

Promptly after receipt by a Party (the "Indemnified Party") of written notice of the commencement or threatened commencement of any civil, criminal, administrative or investigative action or proceeding involving a claim for which a Client or Standard Indemnitee may be entitled to indemnification, written notice of such claim will be conveyed to the other Party (the "Indemnifying Party").  However, no failure so to notify the Indemnifying Party will relieve that Party of its obligations under this Agreement.

(b)

Each Indemnitee will have the right to select its own legal counsel and experts and to control its own defense in any negotiations or litigation pertaining to a claim covered by this Article (notwithstanding that the Indemnifying Party is bearing the cost of the defense for the Indemnitees). However, to the maximum extent possible permitted by the circumstances and ethical considerations, counsel for the Indemnifying Party and counsel for the Indemnitees will work together to avoid duplication of effort or expense, in attorney fees or otherwise. In addition, the Indemnifying Party and the Indemnitees will make good faith efforts to coordinate their activities so as to take consistent positions in the course of negotiations or litigation.

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(c)

The Indemnifying Party will obtain the prior approval, which approval will not be unreasonably delayed or withheld, from the Indemnified Party in respect of any proposed settlement of any claims before entering into any settlement of such claims or ceasing to defend such claims.

(d)

If the Indemnifying Party does not participate in the defense of a claim covered by this Section, the Indemnitees will have the right to defend the claim in such manner as they may deem appropriate, at the Indemnifying Party’s cost and expense. The Indemnifying Party will promptly reimburse the Indemnitees for all such costs and expenses, demand for which may be made periodically.

(e)

Notwithstanding anything to the contrary in this Agreement, no limitations on damages or remedies set forth in this Agreement will apply to an Indemnifying Party’s obligations to indemnify, defend and hold the Indemnities harmless against Losses claimed under this Article.

ARTICLE IX.
INSURANCE

9.1.

INSURANCE.  At all times while this Agreement is in effect, Standard will maintain in force, at its expense, insurance of the type and in the amounts set forth below:

(a)

Property/casualty/fire insurance to cover inventory (including all Goods in transit or in storage at a Standard Facility): replacement basis;

(b)

Statutory workers’ compensation insurance in accordance with the legal requirements of each country, state, territory, and locality exercising jurisdiction over Personnel performing Services in such country, state, territory, or locality;

(c)

Employer’s liability insurance with a minimum limit in an amount not less than $500,000 per accident, covering bodily injury by accident, and $500,000 per policy covering bodily injury by disease, including death;

(d)

Commercial general liability insurance (written on an occurrence basis and including contractual and product liability insurance) in an amount not less than $1,000,000 per occurrence and a general aggregate limit of $2,000,000;

(e)

Comprehensive automobile liability insurance with a combined single limit in an amount not less than $1,000,000 per accident for bodily injury and property damage liability;

(f)

Errors and omissions liability insurance with a per claim limit in an amount not less than $1,000,000 and $1,000.000 in the annual aggregate;

(g)

Employee fidelity bond with Third Person liability endorsement in an amount not less than $500,000; and

(h)

Umbrella/excess liability in an amount not less than $10,000,000 per occurrence.

All policies described above will be written by insurance companies rated at least A by A.M. Best’s rating service or equivalent. The commercial general liability insurance and umbrella excess liability insurance will name Client as an "additional insured" by policy endorsement and will provide primary and non-contributory coverage to Client for claims arising out of or in connection with this Agreement.  Insurance carriers must provide at least thirty (30) days’ notice to Client before limits or scope of coverage are materially altered or insurance is cancelled.

9.2.

INSURANCE DOCUMENTATION.  On or before the Effective Date, and upon Client’s request thereafter, Standard will furnish to Client certificates of insurance or other appropriate documentation (including evidence of renewal of insurance) evidencing all coverages referenced in this Article.  Such certificates or other documentation will include a provision under which the applicable insurer will give at least thirty (30) days’ written notice to Client prior to cancellation of the coverage. Standard also will require by contract that each Subcontractor furnish such certificates to Client and that the certificates include a provision under which the applicable insurer will give at least thirty (30) days’ written notice to Client prior to cancellation of the coverage.  In addition, Standard will

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promptly advise Client in writing of any substantial reduction in insurance coverage (either in Standard’s coverage or in any Subcontractor’s coverage) of which Standard becomes aware.

ARTICLE X.
LIABILITY LIMITATION; FORCE MAJEURE

10.1.

DIRECT DAMAGES LIMITATION.  Standard's aggregate liability to Client for any direct damages, including costs of cover, whether based upon contract, tort or any other legal theory resulting from or in any way connected with the performance by Standard of its covenants and agreements under this Agreement, the Schedules or Statements of Work, shall not exceed in the aggregate an amount equal to all Charges paid by Client to Standard under this Agreement.  This direct damages limit of liability shall not apply to (i) Standard's confidentiality obligations under this Agreement, or (ii) Standard's indemnification obligations under Section 8.1 of this Agreement.

10.2.

EXCLUDED DAMAGES.  Neither Party shall be liable to the other Party for any special, indirect, incidental, consequential or punitive damages (the "Excluded Damages"), whether based upon contract, tort or any other legal theory resulting from or in any way connected with the performance by either Party of their respective covenants and agreements under this Agreement, the Schedules and Statements of Work.  Neither Party shall be liable to the other Party for the Excluded Damages, whether foreseeable or not, and even if the applicable Party has been advised of the possibility of the Excluded Damages.  This Excluded Damages limitation shall not apply to (i) the Parties' confidentiality obligations under this Agreement, or (ii) the Parties' indemnification obligations under Section 8.1 and Section 8.2 of this Agreement.

10.3.

FORCE MAJEURE.  Except for payment obligations, if either Party is prevented, hindered or delayed in the performance or observance of any of its obligations under this Agreement by reason of any circumstance beyond its reasonable control including, but not limited to, fire, flood, earthquake, labor disputes, riots, civil disorders, rebellions or revolutions in any country ("Force Majeure"), that Party will be excused from any further performance or observance of the obligations so affected for as long as such circumstances prevail and that Party continues to use all commercially reasonable efforts to recommence performance whenever and to whatever extent possible without delay (including compliance with the Parties’ Disaster Recovery Plans). The Party affected by a Force Majeure event will advise the other Party in reasonable detail of the event (including the estimated duration of the event) as promptly as practicable(and in any event within four business hours after occurrence of the event) and keep the other Party reasonably apprised of progress in resolving the event.

ARTICLE XI.
TERM AND TERMINATION

11.1.

TERM.  The initial term of this Agreement (the "Initial Term") will begin on the Effective Date and end on the fourth anniversary hereof (the "Termination Date"), unless extended or earlier terminated in accordance with this Article; provided, however, this Agreement shall remain effective as to any Schedule which has an expiration date later than the Termination Date.

11.2.

RENEWAL TERMS.  Either Party may elect to extend the term of this Agreement as set forth in this Section 11.2.  The Party electing to extend the term of this Agreement shall provide written notice to the other Party at least ninety (90) days prior to the end of the then-expiring term (which may be either the Initial Term or any renewal term). If the other Party agrees, in its sole discretion, to the extension, then the term of this Agreement shall be extended, on the same terms and conditions as set forth in this Agreement, for an additional one-year term (a "Renewal Term").  The term of this Agreement can only be extended up to a maximum of two one-year Renewal Terms.

11.3.

TERMINATION FOR CONVENIENCE.  This Agreement or any Schedule may be terminated at any time after the second year of the Initial Term without cause by Standard upon one hundred eighty (180) days' prior written notice to Client. This Agreement or any Schedule may be terminated at any time during any Renewal Term without cause by either Party upon one hundred eighty (180) days' prior written notice to the other Party.

11.4.

TERMINATION FOR CAUSE.  Either Party (the "Non-Defaulting Party") may terminate this Agreement or any Schedule or Schedules if the other Party (the "Defaulting Party") breaches any of its material duties or material obligations under this Agreement or any Schedule, Statement of Work or Purchase Order by delivering to the Defaulting Party a written default notice (the "Default Notice").  The Default Notice shall specify (i)

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the default or defaults in reasonable detail, (ii) the action necessary to cure the default, and (iii) the cure period within which the Defaulting Party must cure the default or defaults, which cure period shall not be less than ten (10) days for a payment default, and thirty (30) days for a non-payment default (the "Cure Period").  If the Defaulting Party cures the default or defaults within the applicable Cure Period to the reasonable satisfaction of the Non-Defaulting Party, the Non-Defaulting Party will rescind the Default Notice.  If a non-payment default is such that it cannot be cured within the thirty (30) day Cure Period, but can be cured within a period not to exceed sixty (60) days from the date of the Default Notice, the Non-Defaulting Party shall extend the Cure Period for a period not to exceed sixty (60) days from the date of the Default Notice (the "Extended Cure Period&q uot;) upon the condition that the Defaulting Party diligently pursue the curative action during the Extended Cure Period. If the Defaulting Party does not cure the default or defaults during the applicable Cure Period or Extended Cure Period, this Agreement or any Schedule as specified by the Non-Defaulting Party, will terminate as of the close of business on the last day of the applicable Cure Period or Extended Cure Period.  In the event Standard is the Defaulting Party, notwithstanding anything herein to the contrary, during the Cure Period, ExpeData shall be permitted to obtain its requirements for the Required Goods from a third party source.

11.5.

TERMINATION FOR INSOLVENCY.  If either Party (the "Insolvent Party") (i) files for bankruptcy; (ii) becomes or is declared insolvent or is the subject of any proceedings related to its liquidation, insolvency or the appointment of a receiver or similar officer for it; (iii) makes an assignment for the benefit of all or substantially all of its creditors; (iv) is unable to pay its debts generally as they come due; or (v) enters into an agreement for the composition, extension or readjustment of substantially all of its obligations, the other Party may terminate this Agreement and the Schedule upon ten (10) days' prior written notice to the Insolvent Party.

11.6.

CLIENT REQUIREMENTS UPON TERMINATION.  At the expiration or termination of this Agreement and applicable Schedule, Client shall be obligated to purchase from Standard: (i) any raw materials acquired by Standard for use in the production of the Goods that are not usable for other customers of Standard’ provided the quantities of such materials were reasonable, (ii) any Goods and Services for which Client has issued an Order prior to the termination date of this Agreement, and (iii) perform such other post-termination obligations as set forth in the Schedules.  Client shall notify Standard of the address to which such Goods shall be shipped.  Client’s failure to advise Standard regarding shipment of Goods which have been previously stored by Standard at Client's request (the "Stored Goods"), within sixty (60) days after the effective date of any termination of this Agreemen t may, at Standard’s option, be deemed by Client’s authorization to destroy or otherwise dispose of the Goods, in which event Client shall remain liable to Standard for the applicable purchase price for such Stored Goods, and the commercially reasonable costs of the destruction or disposal of such Stored Goods.

11.7.

TRANSITION ASSISTANCE.

(a)

Upon expiration or termination of this Agreement for any reason, except for a termination of this Agreement and the Schedules by Standard pursuant to Sections 11.4 or 11.5 of this Agreement, Standard shall, at Client’s request, provide Transition Assistance Services on the terms set forth in this Agreement and the Schedules for a period of ninety (90) days after the Termination Date (the "Transition Assistance Period").

(b)

During the Transition Assistance Period, Standard shall cooperate with Client and its designees and provide the assistance reasonably requested by Client or its designees to allow Client’s business operations to continue without material interruption or adverse effect and to facilitate the orderly transfer of responsibility for the Goods and Services then being provided by Standard to Client or its designees, including the following:

(i)

Continuing to provide any or all of the Goods and to perform any or all of the Services then being furnished by Standard at the rates set forth in this Agreement, the Schedules and Statements of Work.

(ii)

Developing and implementing, with the assistance of Client or its designees, a plan for the transition of the Goods to Client or its designees upon such terms and at such rates as shall be mutually agreed upon between the Parties.

(iii)

Providing training for Client Personnel or its designees in the performance of any Services then being performed by Standard upon such terms and at such rates as shall be mutually agreed upon between the Parties.

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11.8.

SURVIVAL OF CERTAIN PROVISIONS.  The provisions of this Agreement, that by their nature should survive any termination of this Agreement, including, but not limited to, Articles IV, V, VI, VII, VIII, IX, X and XII will survive such termination.

ARTICLE XII.
PRICE

12.1.

PRICE.

With regard to Required Goods, Standard agrees to make available digital pattern print pricing for use by Client in obtaining print business.  Charges for Required Goods will be at a discount of 33% off of Standard’s standard list prices. The list price developed for digital print pattern pricing for Required Goods will be adjusted periodically to reflect changes in: market conditions, paper and other cost factors, returns needed to justify investments in technology and equipment, and specification / job requirements.  Subject to Section 4.4(c), Standard shall not increase list prices more than five percent annually.  Standard agrees that Charges given to Client for licensed digital pattern printing for Required Goods will not be higher than the pricing provided to its other customers for comparable products under comparable conditions. In the event that Client has evidence that Standard’ ;s Charges for Required Goods (across multiple orders, considering comparable quality, delivery, security, terms, capacity and investment in technology), is non competitive in the marketplace, both Standard and Client agree to renegotiate pricing and terms in good faith.  

ARTICLE XIII.
MISCELLANEOUS

13.1.

PUBLICITY.  Neither Party will use the other Party’s name, trademarks or service marks or refer to the other Party directly or indirectly in any media release, public announcement or public disclosure relating to this Agreement or its subject matter to the extent the materials in such media release, announcement or disclosure have not previously been made publicly available without obtaining consent from the other Party for each such use or release. This restriction includes, but is not limited to, any promotional or marketing materials, customer lists or business presentations (but not including any announcement intended solely for internal distribution by a Party or any disclosure required by legal, accounting or regulatory requirements beyond the reasonable control of a Party).

13.2.

NOTICES.  All consents, written notices, requests, demands, and other communications to be given or delivered under this Agreement and the Schedules will be in writing and will be deemed given: (i) when delivered personally; (ii) on the second Business Day when sent by a nationally recognized overnight courier; and (iii) on the third Business Day after being mailed by certified mail, return receipt requested.  All notices to Standard shall be sent to The Standard Register Company at 600 Albany Street, Dayton, Ohio 45408-1442, to the attention of Legal Services.  All notices to Client shall be sent to Client at its address as set forth on the first page of this Agreement.  Either Party may, upon written notice to the other Party, change its notice address under this Agreement and the Schedules.

13.3.

ASSIGNMENT.  This Agreement and all of its provisions will be binding upon and inure to the benefit of each Party and its successors and permitted assigns, but neither this Agreement nor any of the rights, interests or obligations under this Agreement may be assigned by either Party without the prior consent of the other Party. Notwithstanding the foregoing, Standard may subcontract the performance of its duties under this Agreement, provided Standard shall remain liable for the performance of any of its duties which it has subcontracted.

13.4.

RELATIONSHIP OF THE PARTIES.  Standard, in furnishing Goods and Services to Client under this Agreement, is acting only as an independent contractor. Except as otherwise provided in this Agreement, Standard does not undertake by this Agreement or otherwise to perform any obligation of Client, whether regulatory or contractual, or to assume any responsibility for Client’s business or operations, and Standard has the sole right and obligation to supervise, manage, contract, direct, procure, perform or cause to be performed, all work to be performed by Standard. In no event will Client be deemed to be an employer or co-employer of any Standard Personnel, and this Agreement may not otherwise be construed to create a partnership or joint venture relationship between the Parties.

13.5.

APPROVALS AND SIMILAR ACTIONS.  Where agreement, approval, acceptance, consent or similar action by either Party is required by any provision of this Agreement, such action will not be unreasonably delayed or withheld unless otherwise expressly permitted.

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13.6.

MODIFICATION; WAIVER.  This Agreement may be modified only by a written instrument duly executed by the Parties.  No delay or omission by either Party to exercise any right or power under this Agreement will impair such right or power or be construed to be a waiver of the delay or omission. A waiver by either Party of any of the obligations to be performed by the other Party or any breach thereof will not be construed to be a waiver of any succeeding breach thereof or of any other obligation contained in this Agreement.

13.7.

NO THIRD-PARTY BENEFICIARIES.  Except as otherwise provided in Article VII of this Agreement, this Agreement is for the benefit of the Parties and is not intended to confer any rights or benefits on any Third Person.

13.8.

SEVERABILITY.  Whenever possible, each term of this Agreement will be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provisions will be deemed restated to reflect the original intentions of the Parties as nearly as possible in accordance with applicable law, and, if capable of substantial performance, the remaining provisions of this Agreement will be enforced as if this Agreement were entered into without the invalid provision.

13.9.

GOVERNING LAW.  The laws of the State of Ohio will govern all questions concerning the construction, validity and interpretation of this Agreement and the performance of the obligations imposed by this Agreement.

13.10.

LIMITATIONS ON ACTIONS.  Neither Party may bring an action, regardless of form, arising out of this Agreement more than four (4) years after the action has arisen.

13.11.

ENTIRE AGREEMENT.  This Agreement constitutes the final, entire, and exclusive agreement among the Parties with respect to its subject matter.

13.12.

JURY TRIAL WAIVER.  THE PARTIES ACKNOWLEDGE THAT THE RIGHT TO TRIAL BY JURY IS A CONSTITUTIONAL RIGHT, BUT ONE THAT MAY BE WAIVED. AFTER CONSULTING (OR HAVING HAD THE OPPORTUNITY TO CONSULT) WITH COUNSEL OF THEIR CHOICE, KNOWINGLY AND VOLUNTARILY, AND FOR THEIR MUTUAL BENEFIT, CLIENT AND STANDARD WAIVE ANY RIGHT TO TRIAL BY JURY IN THE EVENT OF LITIGATION REGARDING THE PERFORMANCE OR ENFORCEMENT OF, OR IN ANY WAY RELATED TO, THIS AGREEMENT.

13.13.

SCHEDULES.

(a)

The Schedules which are attached to this Agreement and incorporated by reference into this Agreement as of the Effective Date are as follows:

Schedule A - Printed Goods and Services

Schedule B - Client Services

(b)

The Parties may, during the Term of this Agreement, by mutual agreement, include and incorporate by reference additional Schedules to this Agreement for additional Goods and Services.

(c)

The terms and conditions contained in a Schedule shall control any conflicting term or condition as contained in this Agreement.

13.14.

COUNTERPARTS.  This Agreement may be executed in one or more counterparts, each of which shall constitute an original but all of which together shall constitute one and the same document.

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IN WITNESS WHEREOF, the Parties have caused this Print Services Agreement to be signed and delivered by their duly authorized representatives as of the Effective Date.

"STANDARD"

"CLIENT"

THE STANDARD REGISTER COMPANY,

EXPED, LLC,

an Ohio corporation

an Ohio limited liability company

By: ____________________________________

By: ____________________________________

Name: __________________________________

Name: __________________________________

Title: ___________________________________

Title:  ___________________________________

Date: ___________________________________

Date:  __________________________________

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SCHEDULE A

PRINTED GOODS SCHEDULE

This PRINTED GOODS SCHEDULE ("Printed Goods Schedule" or "this Schedule") is issued pursuant to and is hereby incorporated by reference into the PRINT SERVICES AGREEMENT dated as of April __, 2007 (the "Master Agreement"), between THE STANDARD REGISTER COMPANY ("Standard") and EXPED, LLC (the "Client").  This Printed Goods Schedule is subject to all of the terms and conditions contained in the Master Agreement.  Except as otherwise defined in this Printed Goods Schedule, all capitalized terms used in this Printed Goods Schedule shall have their respective meanings as set forth in the Master Agreement.

PRELIMINARY STATEMENT

The Parties desire to enter into this Printed Goods Schedule pursuant to which Standard, through its Document and Label Solutions and its Print On Demand Business Units, will produce and sell to Client the business forms as described in this Schedule.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained in the Master Agreement and this Schedule, the Parties hereby agree as follows:

1.

SCHEDULE TERM.  Standard shall produce and sell the Printed Goods, as hereinafter defined and described, which are ordered by Client during the Term of the Master Agreement (the "Schedule Term").

2.

DEFINITIONS.  In addition to the defined terms as otherwise contained in the Master Agreement and this Schedule, the following terms as contained in this Schedule and the attachments hereto shall have the meanings herein specified unless the context otherwise requires.  Defined terms herein shall include, in the singular number, the plural, and in the plural, the singular.

(a)

"Client Pre-Production Materials" shall mean any Native Files, graphic illustrations or other materials that are owned by or licensed to Client and which Client has furnished to Standard in order to enable Standard to create the Production Tools.

(b)

"Native Files" shall mean any electronic files that are owned by or licensed to Client and that Client has furnished to Standard to enable Standard to create the Production Tools.

(c)

"Printed Goods" shall mean collectively or individually, the business forms which Client orders from Standard pursuant to this Schedule and the Master Agreement including, but not limited to, the business forms that are more fully described in the Schedule A-1 which is attached hereto and incorporated herein by reference.

(d)

"Production Tools" shall mean any electronic files, plates, negatives, film or other media that have been created by Standard and that will enable Standard to produce the Printed Goods.

3.

PRINTED GOODS.

(a)

Printed Goods.  Subject to the terms and conditions contained in the Master Agreement and this Schedule, Client may order and purchase from Standard the Printed Goods as described in the Schedule A-1.  Client shall order the Printed Goods as provided for in the Master Agreement.

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(b)

Printed Goods Production.  Standard may overrun or underrun the quantity of Printed Goods ordered by Client by not more than ten percent (10%) in order to use a full press roll.  The purchase price for the Printed Goods will be adjusted on a prorata basis for any permitted overruns or underruns.

4.

PRINTED GOODS PRICES.  Client shall pay Standard the Purchase prices for the Printed Goods as set forth in the Schedule A-1 which is attached hereto and incorporated herein by reference (the “Printed Goods Prices”).

5.

PREPARATORY MATERIALS.

(a)

Production Tools.  Except as the Parties may otherwise agree, Standard shall retain ownership and possession of all Production Tools that Standard has created to produce the Printed Goods; provided, however, (i) Standard shall have no right to use any Production Tools that contain any Client Intellectual Property (as this term is defined in the Master Agreement) after the termination of this Schedule, and (ii) if requested in writing by Client, Standard shall destroy any Production Tools that contain any Client Intellectual Property, and if requested by Client, certify in writing to Client the date or dates the Production Tools have been destroyed.

(b)

Client Pre-Production Materials.  Standard shall furnish Client, upon Client's written request at the termination of this Schedule, with all Client Pre-Production Material previously provided by Client to Standard; provided, however, Standard shall not be obligated to return any Client Pre-Production Material to the extent it contains any intellectual property including, but not limited to, trademarks, copyrights and patents that are owned by or licensed to Standard.

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SCHEDULE A-1

PRINTED GOODS AND PRICES

PRINTED GOODS.

The following are the types of Printed Goods which Standard has agreed to provide Client under this Schedule:

Required Goods (as defined in the Master Agreement)

Optional Printed Products

·

Custom Envelopes

·

Custom Continuous Labels

·

Custom Labels & Tags

·

Custom Continuous Singles & Multiples

·

Custom Continuous or Snap Out Forms with Labels Affixed or Collated

·

Custom Continuous Mailers

·

Custom Snap Out Forms

·

Flat, Cut Sheet Printing

·

Pre-Collated Sets

·

Print On Demand (Black/White & Color)

·

Roll Goods

·

Rx Pads

·

Stationary Goods

·

Paper Supplies

PRINTED GOODS PRICES

Prices for the Goods will be custom quoted based on features, specifications, and volumes.

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SCHEDULE B

CLIENT SERVICES SCHEDULE

This CLIENT SERVICES SCHEDULE (the "Schedule") is issued pursuant to and is hereby incorporated by reference into the PRINT SERVICES AGREEMENT dated as of April __, 2007 (the "Master Agreement"), between THE STANDARD REGISTER COMPANY ("Standard" or “SRC”) and EXPED, LLC (the "Client").  This Schedule is subject to all of the terms and conditions contained in the Master Agreement.  Except as otherwise defined in this Schedule, all capitalized terms used in this Schedule and the Attachments to this Schedule shall have their respective meanings as contained in the Master Agreement.

PRELIMINARY STATEMENT

The Parties desire to enter into this Schedule pursuant to which Standard will provide to Client and its Affiliates the Client Services, as ordered by Client, that will assist Client to effectively design, order and manage the Goods which Client desires to have Standard produce and provide Client pursuant to the Master Agreement.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained in the Master Agreement and this Schedule, the Parties hereby agree as follows:

1.

CLIENT SERVICES SCHEDULE TERM.  Standard shall provide Client with the Client Services which are ordered by Client during the Term of the Master Agreement.  Standard shall perform the Client Services in accordance with and subject to the terms and conditions as contained in the Master Agreement, this Schedule and the Attachments to this Schedule.  This Schedule shall become effective as of the Effective Date of the Master Agreement.

2.

DEFINITIONS.  In addition to the defined terms as otherwise contained in the Master Agreement and the Attachments to this Schedule, the following terms as contained in this Schedule shall have the meanings herein specified unless the context otherwise requires.  Defined terms herein shall include, in the singular number, the plural, and in the plural, the singular.

(a)

"Additional Client Services" shall mean individually or collectively, as appropriate, the Client Services which are described in the Attachments to this Schedule and which Client elects to order from Standard after the Effective Date of this Schedule.

(b)

“Client Services” shall mean individually or collectively, as appropriate, the services as described in the Attachments to this Schedule which Client has ordered as of the Effective Date of this Schedule and which will be performed by Standard to assist Client in effectively managing its documents.

(c)

"Client Services Fees" shall mean individually or collectively, as appropriate, the fees for the Client Services as contained in the Attachments to this Schedule.

3.

CLIENT SERVICES.  Client hereby orders the following Client Services from Standard by checking the box for each Client Service that Client desires to order:

[   ]

The Design Services as described in the Schedule B-1 Attachment.

[   ]

The Client Care Basic Services Package or the Client Care Premium Services Package as described and as selected by Client in the Schedule B-2 Attachment.  

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4.

CLIENT SERVICES WARRANTY.  In accordance with Section 6.1 of the Master Agreement, Standard hereby represents and warrants to Client that (i) Standard shall perform, in a prompt, professional and workmanlike manner, all Client Services ordered by Client, and (ii) Standard has the expertise and resources necessary to undertake and complete the Client Services (the "Client Services Warranty").  As soon as commercially reasonable after notice is provided by Client, Standard shall, at its option, either (i) re-perform any Client Services, or (ii) refund the Client Services Fees for any Client Services that do not conform to the Client Services Warranty. The Client Services Warranty shall expire ninety (90) days from the date the Client Services have been performed by Standard. Standard's warranty obligations under the Client Services Warranty shall be fulfilled by Standard without additional fees or charges of any kind to Client. This shall be Client's sole and exclusive remedy if the Client Services do not conform to the Client Services Warranty.

5.

CLIENT SERVICES FEES. Client shall pay the Client Services Fees as set forth in the Attachments to this Schedule for the Client Services ordered by Client and performed by Standard. Standard shall invoice Client for the Client Services Fees at the times as provided for in the Attachments to this Schedule for the Client Services ordered by Client and performed by Standard. Client shall pay Standard its invoices for the Client Services Fees for the Client Services in accordance with the provisions contained in Article IV of the Master Agreement.

6.

CLIENT SERVICES FEES ADJUSTMENT.  Standard may adjust the Client Services Fees upon sixty (60) days’ prior written notice to Client.

7.

ADDITIONAL CLIENT SERVICES.  If Client desires Additional Client Services after the Effective Date of this Schedule, the Parties shall sign an amendment which shall indicate the Additional Client Services that the Client desires to order from Standard.

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SCHEDULE B-1

DESIGN SERVICES & FEES FOR NON-DIGITAL PAPER PRODUCTS

	DESIGN SERVICES	DESIGN FEES
1.	Each New Printed Goods Design and Design Revision, Including Custom Engineering Drawings (Pricing covers single page documents and multi-ply when all plies are identical and when size is less than 11x17)	(a)  $100 per Design File for a major  Design (b)  $50 per Design File for a minor Design (20 lines or less), including both sides of Printed Good, if applicable
2.	Each Flow Sheet Design and Design Revision up to 11x17 Each Flow Sheet Design and Design Revision larger than 11x17 and less than 25.5x11 Each Flow Sheet Design and Design Revision larger than 25.5x11	(a)  $200 per Design File for a major Flow Sheet Design (greater than 20 lines) (b)  $50 per Design File for a minor Flow Sheet Design (20 lines or less)   $229.50 per Design File   $306 per Design File
3.	Logo Change Only, Including New Logo and Revision Date Change	$35
4.	Print On Demand Booklets, Multi-Page Publishing, Desk Top Publishing, Creative Color Design and Commercial Print Design Requests	$50 per 30-minute increment
5.	Rush Design Services for New Designs (less than 3 Business Days)	(a)  $50 for a 25- to 48-hour delivery (b)  $100 for a 24 hour or less delivery
6.	Proofs	(a)  1 hard copy proof provided at no charge (b)  $25 per each additional hard copy proof
7.	Native File or Client-provided PDF Pre-Production Check, Correction, Cleanup and Conversion to E-Storage	(a)   First 30 minutes at no charge (b)  $50 for each 30-minute increment after first 30 minutes
8.	Fillable Documents (including MS Word and PDF) in Addition to Basic Design Services Fees	(a)  $100 per Design File for a design containing greater than 20 and less than 50 fillable fields of text (b)  $50 per Design File for design containing 30 fillable fields or less (c)   Design Files exceeding 50 fillable fields will be charged $50 per each 30-minute increment
9.	Scanning, Including PDF Conversion and E-Storage Transfer	(a)  $12 per document flat fee plus (b)  $0.25 per image within a multi-page document (c)  $50 for each 30-minute increment after first 30 minutes for any required cleanup
10.	European Market Measurement Conversion	(a)  $100 for a major Design (greater than 20 lines of text) (b)  $50 for a minor Design (20 lines or less of text)

ADDITIONAL TERMS AND CONDITIONS

1.

Standard shall retain custody of the Design Files during the term of this Schedule. At the termination of this Schedule, Standard shall furnish Client with all Design Files in its possession upon the following conditions:

(a)

Client shall have paid Standard the Design Fees required by this Schedule and Attachment for the Design Services.

(b)

The Design Files shall be shall be provided in a PDF format or in such other format as may be mutually agreed upon between the Parties.

(c)

The Design Files shall be transferred on an "AS IS" basis without any expressed or implied warranty of any kind.

(d)

The transfer by Standard of the Design Files shall enable Client to use the Design Files in their existing format, but shall not constitute a transfer or assignment by Standard of any intellectual property rights of Standard embodied in the Design Files.

(e)

Standard reserves the right to remove any trademarks or other intellectual property, if applicable, which is owned or licensed to Standard and which is embodied in the Design Files prior to their transfer to Client.

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SCHEDULE B-2

CLIENT CARE SERVICES

SERVICE	BASIC SERVICES PACKAGE	PREMIUM SERVICES PACKAGE
Hours of Operation	8 a.m. to 5 p.m.	Hours before or after the normal 8 a.m. to 5 p.m. hours of operation
Order Entry	Performed by Client Care	Performed by Client Care
Phone Support	Client Care’s call center will answer basic questions and  inquiries	In addition to answering basic questions and inquiries provided through Basic Service, Standard shall provide additional Call Center support.
Support Staff	Sales office or Client Care support center	Client-dedicated onsite and/or offsite support
Service Level Agreements	Price quotes:  Within 48 hours	(a) Price quote turn time negotiated per Client needs (b) Order Placement:  Within 48 hours of receipt
PACKAGE FEES:	[   ] BASIC PACKAGE:	[   ] PREMIUM PACKAGE FEE:

CHECK ([   ]) PACKAGE REQUESTED

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EX-99

Exhibit 99.5

UNIQUE PATTERN PRINT ASSISTANCE AGREEMENT

THIS UNIQUE PATTERN PRINT ASSISTANCE AGREEMENT (the “Agreement”), made and entered into effective as of April 21, 2007 by and between Exped, LLC, an Ohio limited liability company, having its principal office at 6450 Sand Lake, Dayton, Ohio 45414 (hereinafter referred to as “ExpeData”) and The Standard Register Company, an Ohio corporation, having its principal office at 600 Albany Street, P.O. Box 1167, Dayton, Ohio 45401-1167 (hereinafter referred to as “Standard”). All defined terms used in this Agreement are solely as defined herein.

WITNESSETH:

WHEREAS, in pursuant to the terms of the Asset Purchase Agreement, Standard transferred to ExpeData certain assets and rights related to the Business (as defined in the Asset Purchase Agreement).

WHEREAS, ExpeData is now a licensee under a License Agreement, as amended, with Anoto AB (“Anoto”) under which ExpeData has been granted, among other things, the right to print certain proprietary Anoto Dot Pattern on specified paper products, including but not limited to, forms, labels, booklets, brochures, and other printed documents, thus enabling Anoto Functionality.

WHEREAS, As the assignee of Standard, ExpeData is deemed certified by Anoto to print the Anoto Dot Pattern;

WHEREAS, As the assignee of Standard, ExpeData possesses information and skills and Know-How pertaining to printing Anoto Dot Pattern;

WHEREAS, To the extent not already known by Standard, ExpeData is willing to disclose to Standard certain information and skills that ExpeData possesses under license provisions of this Agreement so as to ensure the confidentiality thereof;

WHEREAS, To the extent Standard does not already have sufficient knowledge to obtain Anoto certification, ExpeData is willing to provide Standard with assistance, training and support to assist Standard in obtaining certification from Anoto to print Anoto Dot Pattern;

NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained, the parties agree as follows:

Article I - Definitions

For the purpose of this Agreement:

A.

“Anoto Dot Pattern” means a unique electronically detectable background pattern to be printed digitally on paper or other media and which can be read by the Digital Pen.

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B.

"Anoto Functionality" means the functions enabling a Digital Pen, when used in combination with the Paper, to connect and interact with an Anoto infrastructure, thereby allowing for communication with an application, which results in paper based digital communication.

C.

“Asset Purchase Agreement” means the asset purchase agreement dated as of April 21, 2007 between Standard and ExpeData.

D.

“Channel Partner Agreement” means Channel Partner and Referral Agreement dated as April 21, 2007 between ExpeData and Standard.

E.

“Contract Year” means each successive twelve (12) month period commencing after the Effective Date.

F.

“Digital Pen” means a pen developed and designed by Anoto and further developed, manufactured, distributed, supported and sold by Anoto or Anoto partners, which enables interaction with one or more of the Anoto infrastructures, the Paper and access devices. The Digital Pen may be branded with different trademarks.

G.

“Documentation” shall mean the documentation set forth on Exhibit A for Standard’s use in connection with printing of the Anoto Dot Pattern.

H.

"Effective Date" means the date of this Agreement as first written above.

I.

“Know-How” shall include such information and skills that ExpeData has developed or otherwise acquired as of the date of this Agreement, and accruals thereto during the term hereof, for use in the printing of Anoto Dot Pattern.  “Know-How” also shall include improvements, developments, updates and direct enhancements with respect to such information and skills.  

J.

"Paper" means paper or other media printed with the Anoto Dot Pattern enabling Anoto Functionality.

K.

“Software” means all computer programs and related documentation that ExpeData now or hereafter furnishes to, or permits the use of by, Standard — whether these programs are referred to as “software”, “firmware”, “source code”, “object code”, “microcode”, or otherwise; wherever located and on whatever media; and whether separately licensed, or otherwise furnished by ExpeData.  The Software may include computer programs and related documentation that are owned by third parties and that ExpeData is authorized to furnish under license.  The Software shall include those items listed on Exhibit A to this Agreement.

Article II - Grant of License

ExpeData hereby grants to Standard during the term of this Agreement a non-exclusive license to use the Software, Know-How, Documentation and Proprietary Information, as defined in Article VI, solely to print, at Standard’s facilities in North America, Anoto Dot Pattern on Paper for distribution and sale of such Paper to end-user customers and other third parties located anywhere in the world.  Notwithstanding the foregoing, during the initial four (4) year term of this Agreement, ExpeData shall not, directly or indirectly, license the Software, Know-How, Documentation and/or Proprietary Information to any party located in North America other than Standard; provided, however, that if the Print Services Agreement between ExpeData and

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Standard is terminated in accordance with its terms, the foregoing prohibition shall be void and of no further force and effect.  STANDARD ACKNOWLEDGES AND AGREES THAT IN ORDER TO PRINT ANOTO DOT PATTERN (EXCEPT AS A SUBCONTRACTOR TO EXPEDATA), STANDARD SHALL ALSO BE REQUIRED TO OBTAIN APPROPRIATE LICENSES AND CERTIFICATION FROM ANOTO AND ALSO BE PERMITTED TO DO SO PURSUANT TO THE VARIOUS AGREEMENTS BETWEEN EXPEDATA AND STANDARD. Further, Standard's interest in and obligations with respect to any programming, materials, or data to be obtained from third-party vendors, whether or not obtained with the assistance of ExpeData, shall be determined in accordance with the agreements and policies of such vendors and remain the sole property and/or responsibility of Standard.

Article III – Training and Support

A.  ExpeData shall provide training sessions from time to time for Standard’s employees at Standard’s facility for a period of one to two weeks (as mutually determined necessary).  ExpeData will provide training materials and manuals in English; provided, however, that ExpeData grants to Standard a limited, nontransferable, revocable license during the term of this Agreement to translate these materials into other languages solely for internal use by Standard’s employees and parties listed in Article XII and for no other purpose.  All such translated materials shall be Proprietary Information of ExpeData and Standard shall not acquire any rights in or to such translated copies except for the right to use them for the purpose set forth herein. ExpeData shall not be responsible in any way for any errors in translation of such training materials.  Such training shall occur at mutually agreeable tim es.  Within thirty (30) days after the Effective Date of this Agreement, ExpeData and Standard shall develop a training plan.  Standard shall reimburse ExpeData for all reasonable pre-approved transportation and lodging expenses ExpeData incurs for its representatives who provide and attend any of the training.  If training is required, the training session will include the following:

1.

Anoto Pattern Basics

2.

Anoto Quality Requirements

3.

Prepress and Print Production requirements for Unique Pattern

4.

Digital Pattern Print Workflow

5.

QC Process, Six Sigma tools and Procedures

6.

Equipment Capability Analysis

7.

Printer Maintenance and Setup

8.

Alternative Print Methods and Options – (e.g., base stock)

9.

Digital Output Device Updates – state of the industry

10.

Use of Anoto Pattern licensing and keys.

B.  Upon completion of the training described in A above, ExpeData shall assist Standard in a pilot test, to the extent required, of Standard’s printing capabilities of Anoto Dot Pattern.  Training and certification for higher volume printing devices will be provided in a separate training module that will be made available to Standard for a reasonable fee to be determined by the parties.

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C.  For a period of ninety (90) days after the completion of the pilot test described in B above, ExpeData shall provide telephone and email technical support between the hours of 9:00 A.M. and 5:00 P.M EST., Monday through Friday excluding holidays.  

D. During the remaining term of the Agreement, ExpeData will provide the on-going support described in Section E in Article IV.

E.  Standard shall be responsible for “Standard Requirements” specified in Exhibit A.

Article IV – Fees and Expenses.

A.

ExpeData will provide one training session at no charge to Standard.  Each additional training session will be provided on a time-and-material basis at $125 per hour per instructor.  At Standard’s request, ExpeData will provide one training session on defining and designing Anoto Dot Pattern forms (“Form Define”) at no charge.  Each additional Form Define training session will be provided on a time-and-material basis at $125 per hour per instructor.  ExpeData agrees to create new data types for Standard on a time-and-material basis at $125/hour.  

B.

Standard shall have the right to use the unique print pattern methodology on a royalty-free basis solely for the uses permitted by the various agreements between Standard and ExpeData; provided, however, that Standard shall pay ExpeData a royalty of $.005 per page (based on a A4 or 8 1/2”x11” page, to be prorated accordingly for larger and smaller sizes) when printing Anoto Dot Pattern documents for customers who are not using ExpeData digital writing systems.  At ExpeData’s request, but not more often than once per Contract Year, Standard will allow ExpeData or its designated representatives to audit its accounting books and records to the extent necessary to verify the royalties payable to ExpeData for a preceding 12-month period. Standard will cooperate with and comply with all reasonable requests from ExpeData or its designated representatives in connection with such audit.< /P>

Upon completion of any such audit, the Parties will review the audit report together and work in good faith to agree upon (1) any adjustment of royalties payable to ExpeData (including any reimbursement to Standard of any overpayment to ExpeData or payment to ExpeData by Standard for any underpayment to ExpeData); and (2) any appropriate adjustments to Standard’s billing practices. If any such audit discloses underpayments that in the aggregate equal five percent (5%) or more of the amounts that were actually due, as shown by the audit, then Standard will reimburse ExpeData for the costs of the audit.

C.

ExpeData will assign Anoto Dot Pattern for any Paper printed by Standard for use with ExpeData’s digital writing systems in accordance with the terms of the Channel Partner Agreement.  Fees for use of the Anoto Dot Pattern are included in the pen services fees that ExpeData charges for use of its digital writing systems.  Customers of Standard that request printing of Anoto patterned documents not for use with ExpeData’s digital writing systems will need to have their own Anoto Dot Pattern license from Anoto.  

D.

Standard shall be responsible for its own travel expenses that it incurs in connection with the training described in Article III.A.

E.

ExpeData will provide reasonable on-going support as follows, if requested:

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1.

ExpeData’s engineering group will provide on-going support in qualifying new paper types and other media for printing digital pattern and resolving any issues related to paper.  ExpeData’s paper certification process is designed to ensure higher levels of pattern quality on certified paper types.

2.

ExpeData’s software development group will continue to upgrade its patent-pending print file creation application, keeping in step with Anoto revisions and share this development with Standard to help Standard improve and streamline its overall throughput of the digital pattern printing process.

Article V - Disclosure

At the parties’ mutual convenience, but in any event within twenty (20) days after the date hereof, to the extent not already known by Standard, ExpeData will disclose the licensed Know-How and Proprietary Information to employees of Standard designated by Standard.  From time to time, ExpeData also may advise Standard of any equipment or know how that may be available for purchase or license from ExpeData.

Article VI - Confidentiality

A.

Standard agrees that all Know-How, Documentation, Software and any other materials embodying Know-How  (collectively, “Proprietary Information”) shall be maintained as confidential and proprietary, shall not be used except as expressly provided herein, shall not be disclosed to third parties except in furtherance of this Agreement, and exclusively shall remain the property of ExpeData.  Included as Proprietary Information is the printer hardware and quality control devices specified by ExpeData.  ExpeData will provide its marketing materials on printing to Standard; these are not considered confidential, and can be used by Standard to market its printing capabilities.  ExpeData agrees to review any materials Standard desires to provide to its customers and prospects and notify the Standard if these materials are non-confidential.

B.

Standard warrants that all of its employees, affiliates, agents and subsidiaries who will have access to the Proprietary Information supplied by ExpeData under this Agreement are under obligations:

1.

To hold in confidence all such information;

2.

To use such information only as expressly provided herein in the course of Standard’s business;

3.

Not to disclose such information to any other person, firm or corporation except in furtherance of this Agreement; and

4.

To return or destroy, at ExpeData’s option, such information at the expiration or termination of this Agreement for any reason or at any other time on ExpeData’s request.

C.

Standard shall not disclose Proprietary Information except in furtherance of this Agreement and shall restrict dissemination of such information to the extent practicably possible and only to

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those with a need to know such information.  Proprietary Information does not include information that:

1.

Is or becomes part of the public domain;

2.

Was known to Standard prior to disclosure by ExpeData as evidenced by dated written records; provided, however, that Standard’s knowledge of any Proprietary Information as it existed at the time it was transferred to ExpeData pursuant to the Asset Purchase Agreement shall still be considered Proprietary Information under this Agreement; or

3.

Is subsequently rightfully received by Standard from a third party, under no obligation of confidentiality to ExpeData.

D.

Upon expiration or termination of this Agreement for any reason, Standard shall promptly return to ExpeData or, at its request, will destroy all Proprietary Information furnished to Standard.

E.

Residual Rights of Personnel. Notwithstanding anything to the contrary herein, Standard and its personnel shall be free to use and employ its and their general skills, know-how and expertise, and to use, disclose and employ any generalized ideas, concepts, know-how, methods, techniques or skills gained or learned during the course of this Agreement, so long as it or they acquire and apply such information without any unauthorized use or disclosure of the Proprietary Information protected by this Agreement. All rights, titles and interests in and to any programs, systems, data, and materials furnished to ExpeData by Standard during the performance of this Agreement, as well as copies thereof, are and shall remain the property of Standard.  This provision survives the expiration or termination of this Agreement for any reason.

Article VII – Ownership of Intellectual Property

A.

Title and ownership rights to Know How, Documentation, Proprietary Information and Software, including copyrights, mask work rights, patents, trademarks, trade secrets, and other intellectual property rights, as well as all copies thereof reside and shall remain in ExpeData and/or ExpeData’s licensors.

B.

Standard shall not, at any time (i) copy, reverse engineer, disassemble the source or object code used in, or in any other fashion attempt to exploit the Software in any way or for any purpose except as is necessary to make an archival copy of the Software, or (ii) insert or make use of any type of disabling device including, but not limited to, viruses, worms, trojan horses, time bombs, cancelbots or any similar device that may impair, damage or interfere with the proper working order of the Software, and Standard shall not permit any party to do so.

Article VIII - Term

The term of this Agreement shall be from the date hereof and for four (4) years thereafter.  The term of this Agreement automatically shall renew for successive one year terms unless either party shall deliver to the other written notice at least ninety (90) prior to the expiration of the initial or any

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renewal term.  Articles VI- X, XI.E and XII-XV of this Agreement and any other provisions of this Agreement that are expressly intended to survive termination or expiration, shall survive the expiration or termination of this Agreement for any reason.

Article IX - Default and Termination

A.

Except for any breach of this Agreement expressly covered by any other clause of this Article IX, if either party shall commit or permit a material non-payment breach of any of its undertakings, obligations or covenants contained herein, the other party may terminate this Agreement provided that, in the case of any such breach capable of being cured, the aggrieved party shall not terminate this Agreement unless and until the breaching party shall have failed to cure same within thirty (30) days after notice in writing of such breach.

B.

Excluding any provisions which, by their terms, survive termination, ExpeData may terminate this Agreement immediately upon written notice to Standard upon the occurrence of any of the following events:

1.

If any petition in bankruptcy has been filed by or against Standard and remains undischarged for sixty (60) days, or any order shall be issued or any resolution passed for the winding up, liquidation or dissolution of Standard, or if a receiver shall be appointed for Standard or its property and remains undischarged for sixty (60) days, or if Standard shall cease to function as a going concern or become insolvent, or if Standard makes an assignment for the benefit of creditors of substantially all its assets;

2.

The levy of any attachment against Standard of a material portion of its principal assets or property;

3.

The intentional material inaccuracy of any material information set forth in any application, claim, schedule, certificate, report or other writing, hereafter furnished by Standard to ExpeData;

4.

Any violation by Standard of any provision of Articles VI, and VII.B of this Agreement which remains uncured after thirty (30) days’ written notice thereof;

C.

The exercise by a party of any rights under this Article shall be without prejudice to any other rights that such party may have at law or in equity, under this Agreement or otherwise.

D.

Upon the expiration or termination of this Agreement for any reason whatsoever: (i) all amounts already accrued and earned by either party at the time of termination, shall be paid immediately by the other party and (ii) all other terms specified in this Agreement as applicable to termination of this Agreement shall apply.

E.

Termination shall not release or affect, and this Agreement shall remain fully operative as to, any obligations or liabilities incurred by either party prior to the effective date of such termination.

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Article X - Warranties

EXCEPT AS IT WARRANTS IN ARTICLE II, EXPEDATA DISCLAIMS ANY WARRANTY FOR ANY KNOW HOW, PROPRIETARY INFORMATION, AS DEFINED HEREIN, OR OTHER PRODUCTS, SERVICES OR INFORMATION PROVIDED OR LICENSED HEREUNDER, AS APPLICABLE, BY IT OR ANY THIRD PARTY.  EXCEPT ONLY TO THE EXTENT MANDATORILY REQUIRED BY AN APPLICABLE LAW, EXPEDATA MAKES NO OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, HIDDEN DEFECTS OR WARRANTY OF ANY OTHER MATTER, INCLUDING BUT NOT LIMITED TO INFRINGEMENT.

Article XI - Representations

A.

This Agreement does not constitute the appointment of either party as an agent or legal representative of the other.  Each party acknowledges that it is an independent contractor and is not granted any right or authority to make any warranties or to assume or create any obligations or responsibility, whether express or implied on behalf of the other.  Each party shall at all times retain full control over and responsibility for the operation of its business.  Each party further acknowledges that it is without authority or power to bind the other in any manner except as may be subsequently authorized in advance and in writing by the other party.

B.

Except as otherwise expressly provided in this Agreement, each party shall pay all costs and expenses incurred by it in connection with the fulfillment of any of its obligations under this Agreement.

C.

Each party promptly shall notify the other party in writing of any possible infringement by any third party of any intellectual property right of the other party of which it becomes aware as the result of the transactions contemplated by this Agreement.

D.

Each party agrees to hold harmless and indemnify the other from and against all third party claims, judgments, expenses, losses, fines, liabilities and reasonable attorneys’ fees and costs, as incurred, caused by such party’s breach of any representations, warranties or covenants made by it under this Agreement, bodily injury to any person or damage to any property by such party, and as applicable, their agents, contractors, or representatives, such party’s negligent or willful act or omission or any breach hereof by such party.

E.

ExpeData agrees at all times to indemnify, defend and hold harmless Standard, its successors and permitted assigns, and the officers, directors, agents and employees of each of them, from and against any and all claims, demands, suits, actions, proceedings, costs, disbursements, expenses (including reasonable attorney’s fees), damages, judgments, losses, obligations, fines, penalties and other liabilities of whatever kind or nature based on any third party claims arising out of any claim or action alleging that Standard’s possession or use of the Software, Know-How, Documentation or Proprietary Information infringes any patent, copyright or other intellectual property right of a third party.  Notwithstanding the foregoing, ExpeData does not indemnify Standard for any intellectual property transferred to ExpeData by Standard (which shall not include any improvements, modifications and developments made to such intellectual property after the date of transfer for

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which ExpeData does indemnify Standard) pursuant to the terms of the Asset Purchase Agreement. Subject to the foregoing, if Standard receives a claim that the Software, Know-How, Documentation or Proprietary Information infringes any patent, copyright or other intellectual property of a third party, Standard shall notify ExpeData promptly in writing and give ExpeData information, assistance and exclusive authority to evaluate, defend and settle such claim. Any settlement involving a restriction on Standard’s rights or any other economic or other detriment to Standard shall require Standard’s prior written consent. ExpeData shall then, at its own expense and option, (i) settle such claim (subject to the prior sentence), or (ii) procure for Standard the right to use the Software, Know-How, Documentation and Proprietary Information, or (iii) replace or modify the Software, Know-How, Documentation and Proprieta ry Information to avoid infringement, or (iv) defend against the infringing claim.  If a court of competent jurisdiction holds the Software, Know-How, Documentation and Proprietary Information to be infringing, ExpeData shall pay any costs and damages finally awarded by reason of such infringement, and if the use of the Software, Know-How, Documentation and Proprietary Information is enjoined, ExpeData shall take, at its option, one (1) or more of the actions described in this Article XI. E.

Article XII - Assignment

This Agreement shall be assignable or transferable, directly, indirectly, by merger, consolidation or otherwise by operation of law, or otherwise, by either party without the prior written consent of the other party.  Standard may appoint or allow any sub-representative, subcontractor, dealer, agent or independent contractor qualified to perform any of its obligations under this Agreement without ExpeData’s prior written consent.

Article XIII - Non-Use of Trademarks for Publicity

Neither party shall use the trademarks and the like of the other for advertising or publicity purposes, either directly or indirectly, without the prior-written permission of such party.

Article XIV – Injunctive Relief; Governing Law

A.

Acknowledging that the damages sustained as a consequence of any breach of any obligations under this Agreement may be difficult or impossible to measure in monetary terms, each party hereby agrees that the other party shall be entitled to seek (a) an injunction temporarily and/or permanently restraining the commission or continuation of any such breach, and (b) an award of damages in an appropriate amount determined pursuant to this Article XIV.

B.

These rights and obligations shall be governed by and interpreted in accordance with the internal (but not the conflicts) laws of the State of Ohio.  Each party hereto: (i) submits to the general jurisdiction of the Courts of the State of Ohio and Montgomery County, the Courts of the United States of America for the Southern District of Ohio and any appellate courts from any decision thereof in any legal action or proceeding relating to this Agreement, and (ii) consents that any such action or proceeding may be brought in such courts.  Any action arising hereunder or related in any way hereto shall be brought within two (2) years after the occurrence giving rise to the claim or be barred forever.

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Article XV - Miscellaneous

A.

A party shall not be liable for any delay in the performance of, or any failure to perform, any of its obligations under this Agreement if such delay or failure is caused by any strike, lockout, accident, fire, delay in transportation or delivery, shortage of materials, act of God, embargo, riot, civil commotion, governmental action, war or any other cause, whether similar or dissimilar to the foregoing, beyond the party’s control.

B.

Any notice to be served or given hereunder shall be in English and be deemed to have been given when delivered personally, sent by e-mail with proof of reception, or sent by certified or registered mail, postage prepaid and return receipt requested, in all cases with a copy sent international, express, courier, overnight service with proof of reception, to ExpeData or to Standard as the case may be, at the respective addresses set forth in this Agreement or such other address for which notice was given in the manner provided herein.  Notice to Standard shall be sent to 600 Albany Street, Dayton, Ohio 45408, Attn: General Counsel with a copy to Harvey Jay Cohen, Dinsmore & Shohl, LLP, 255 E. 5^th St. 19^th Floor, Cincinnati, Ohio 45202-4700.  Notice to ExpeData shall be sent to 6450 Sand Lake, Dayton, Ohio 45414   Attn:President with a copy to:Richard A. B roock, Esq., 1100 Courthouse Plaza S.W., Dayton, OH 45402.

C.

This Agreement, including its Exhibits, constitutes the entire agreement between the parties concerning the subject matter hereof, and supersedes and cancels all prior agreements, understandings and discussions between the parties, whether written, oral or implied.  No modification, amendment, rescission or waiver of this Agreement, or any provision hereof, shall be binding on any party unless evidenced by an instrument in writing duly signed by an authorized representative of the party to be bound.

D.

The failure or delay of either party to insist in any one or more instances upon performance of any of the provisions of this Agreement or to take advantage of any of its rights hereunder shall not be construed as a waiver of any such provisions or the relinquishment of any such rights, and the same shall continue and remain in full force and effect.  No single or partial exercise by either party of any right or remedy shall preclude other or further exercise thereof or the exercise of any other right or remedy.

E.

No publicity, announcement or press release regarding this Agreement or the parties’ arrangements may be made except with the prior written consent of both parties.

F.

In the event that any one or more provisions of this Agreement shall be declared to be illegal or unenforceable under any law, rule or regulation of any government having jurisdiction over the parties hereto, such illegality or unenforceability shall not affect the validity of the entire Agreement in any other jurisdiction or the other provisions hereof which shall continue to be enforced to the fullest extent permitted by law.

H.

The section headings used herein are for convenience only and are not a part of this Agreement, nor shall they have any substantive meaning or in any way affect the interpretation hereof.

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IN WITNESS WHEREOF, the parties have duly executed this Agreement.

Exped, LLC

The Standard Register Company

By:_________________________________

By:_________________________________

Name:_______________________________

Name:_______________________________

Title:________________________________

Title:_________________________________

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EXHIBIT A

A.   

SOFTWARE

1.

Printer-related software and drivers.

2.

ExpeData templates for printer and templates and procedures for QC device calibration.

3.

ExpeData print-ready file creation software utility.

4.

Ghostview software.

5.

Software for equipment capability analysis.

B.   

DOCUMENTATION

1.

Quality control Documentation and Templates.

2.

Prepress Work Instructions.

3.

Printer Setup and Maintenance.

4.

Paper & Supplies Requirements.

5.

Six Sigma training materials and tools specific to digital printing.

C.

LOCATION OF DELIVERY

Specified by Standard.

D.

DELIVERY DATES

As per the training plan which will be mutually developed within 10 days of the Execution of this Agreement.

E.

STANDARD REQUIREMENTS

1.

High-speed internet connection for file transfer.

2.

Training room with LCD projector.

3.

Availability of required personnel for scheduled training session(s).

4.

Microsoft Office and Adobe Acrobat.

5.

One agreed-upon Quality Control (QC) device to analyze digital pattern, including its software.

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EX-99

Exhibit 99.6

Contract No.______

ExpeData Digital Pen & Paper Solution

Channel Partner and Referral Agreement

This CHANNEL PARTNER AND REFERRAL AGREEMENT (“Agreement”) is made and entered into this 21st day of April, 2007 (“Effective Date’), by and between EXPED, LLC, an Ohio limited liability company (“ExpeData”), and THE STANDARD REGISTER COMPANY, an Ohio corporation (“Standard”), located at 600 Albany Street, Dayton, OH 45408.

RECITALS

A.

Effective as of the Effective Date, ExpeData purchased from Standard the proprietary rights to the ExpeData Digital Pen and Paper System that permits the Customers using the Hardware Products and Digital Paper Products to create text and images which are transmitted to servers via the Internet through the Software Products and associated Online Services components of the Digital Pen and Paper System pursuant to the terms of the Asset Purchase Agreement dated as of the Effective Date (the “Asset Purchase Agreement”) among Standard, ExpeData and DoubleDay Holdings, LLC.

B.

ExpeData values the active involvement and support of Standard’s International Group with respect to ExpeData licensees that are International Associates.

C.

ExpeData desires to provide Standard with an incentive to market ExpeData’s Digital Pen and Paper System to current and future International Associates.

D.

Standard desires to be appointed by ExpeData as (a) a non-exclusive, value-added dealer to promote and market the ExpeData Digital Pen and Paper System and associated Online Services, and (b) the exclusive referral partner to promote and market the ExpeData Digital Pen and Paper System and associated Online Services to the International Associates.

E.

The following terms shall have the corresponding definitions when used in this Agreement. Any accounting term used but not specifically defined in this Agreement shall be construed in accordance with GAAP.  

(i)

“Affiliate” shall mean any Business Entity that directly or indirectly controls, or is controlled by, or is under common control with, another Business Entity.  The term “control” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Business Entity, whether through the ownership of voting securities, by contract or otherwise.

(ii)

“Agreement” shall mean this Channel Partner Agreement.

(iii)

“Authorized Territory” shall mean those Territories listed on Exhibit A to this Agreement.

(iv)

“Business Entity” shall mean a Person engaged in the sale of goods and services.

(v)

“Channel Partners” shall mean, collectively, all Business Entities which have been authorized by ExpeData to market, sell and sublicense the Digital Pen & Paper System and associated Online Services.

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(vi)

 “Customer” shall mean a Business Entity that may or has agreed to purchase from Standard the Hardware Products and the Digital Paper Products and to license from Standard the Software Products and associated Online Services for use solely with the Hardware Products and Digital Paper Products.

(vii)

"Customer License Initial Term" shall have the meaning as set forth in Section 8 of this Agreement.  

(viii)

"Customer License Renewal Term" or “Renewal Term” shall have the meaning as set forth in Section 8 of this Agreement.  

(ix)

 “Customer Use and License Agreement” shall mean a written use agreement between Standard and a Customer pursuant to which the Customer will purchase from Standard the Hardware Products and the Digital Paper Products and will sublicense from Standard the Software Products and associated Online Services solely in connection with the Hardware Products and the Digital Paper Product.

(x)

"Digital Paper Products" shall mean those digital paper items listed on Exhibit B to this Agreement.

(xi)

"Digital Pen and Paper System" or “System” shall mean all Hardware Products, Digital Paper Products, Software Products and Online Services.

(xii)

"Documentation" shall mean all current product manuals, and  installation manuals accompanying or associated with the System.

(xiii)

“Electronic Data” shall mean all information regardless of form that either the Customers or Channel Partners (hereinafter referred to collectively as the “Users”) have entered or transferred to ExpeData through the Digital Pen and Paper System.  Electronic Data shall include, but is not limited to, digital information received from Users corresponding to recordings on Digital Paper Products by Hardware Products and other information received from Users.

(xiv)

 “End User Restrictions” shall mean those restrictions listed on Exhibit C.

(xv)

“ExpeData Confidential Information” shall mean all nonpublic, proprietary and confidential information of ExpeData, including, without limitation, this Agreement, financial information, operating practices, business plans, developments, systems, inventions, trade secrets, software, services, firmware, formulas, devices, know-how, employee, customer and product information that derives independent value from not being generally known to the public or to other persons.  No information or materials shall qualify as ExpeData Confidential Information if they (i) are or become, through no fault of Standard, available to the public, (ii) are obtained by Standard from a third party without breach of any agreement with, or obligation of confidentiality to, ExpeData, (iii) are designated in writing as materials to be utilized by Standard in connection with the promotion, marketing and sale of the Digital Pen and Paper System or (iv) are r equired by law or a court or government agency to be disclosed.  For the avoidance of doubt, any information assigned to ExpeData by Standard pursuant to the Asset Purchase Agreement shall constitute “ExpeData Confidential Information”.

(xvi)

 “GAAP” shall mean generally-accepted accounting principles as then in effect, which shall include the official interpretations thereof by the Financial Accounting Standards Board, consistently applied.

(xvii)

"Hardware Products" shall mean those hardware items listed on Exhibit B to this Agreement.

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(xviii)

"Initial Term" shall mean the length of the term of this Agreement as listed on Section 10 of this Agreement.

(xix)

“International Associates” shall mean those International Associates  listed on Exhibit D to this Agreement.  Standard may add additional Persons to such list with the prior written consent of ExpeData.

(xx)

“Marks” shall mean, collectively, the trademarks and service marks by which ExpeData identifies the Digital Pen and Paper System and associated Online Services (whether such Marks are owned by or are licensed by ExpeData from a third party).

(xxi)

"Online Services" shall mean all verification, transfer, analysis and digital imaging, and digital form reproduction of Electronic Data from Hardware Products in connection with Digital Paper Products to a remote server through Software Products and an Internet connection.

(xxii)

“Person” shall mean any individual, corporation, general or limited partnership, limited liability company, joint venture, association or trust.

(xxiii)

"Products" shall mean all Hardware Products, Digital Paper Products and Software Products.

(xxiv)

“Software Products” shall mean all computer programs and related documentation that ExpeData now or hereafter furnishes to, or permits the use of by, Standard or its Customers — whether these programs are referred to as “software”, “firmware”, “source code”, “object code”, “microcode”, or otherwise; wherever located and on whatever media; and whether separately licensed, furnished as part of the End User License or otherwise furnished by ExpeData.  The Software Products may include computer programs and related documentation that are owned by third parties and that ExpeData is authorized to furnish under license.  Software Products shall include those listed on Exhibit B to this Agreement.

(xxv)

“Standard Confidential Information” shall mean all nonpublic, proprietary and confidential information of Standard, including, without limitation, this Agreement, financial information, operating practices, business plans, developments, systems, inventions, trade secrets, software, services, firmware, formulas, devices, know-how, employee, customer and product information that derives independent value from not being generally known to the public or to other persons.  No information or materials shall qualify as Standard Confidential Information if they (i) are or become, through no fault of ExpeData, available to the public, (ii) are obtained by ExpeData from a third party without breach of any agreement with, or obligation of confidentiality to, Standard, or (iii) are required by law or a court or government agency to be disclosed.

NOW, THEREFORE in consideration of the mutual promises and covenants contained in this Agreement, ExpeData and Standard hereby agree as follows:

1.

License

ExpeData hereby grants Standard, during the term of this Agreement, a non-exclusive, nontransferable, revocable License to sell, market, sublicense, install, maintain and support the Digital Pen and Paper System within the Authorized Territory.  

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2.

Disclosure, Ownership and Use of Electronic Data

Any and all Electronic Data entered into the Digital Pen and Paper System and associated Online Services by a Customer or Standard shall be owned by one or both of them as agreed in their written agreement.  Subject to Section 3 below, ExpeData shall not divulge such Electronic Data to any third party, unless the third party is a subcontractor of ExpeData of whom ExpeData has delegated the performance of some or all of its duties under this Agreement. Also, in the event a Customer requests its specific Electronic Data, Standard agrees that ExpeData may divulge such Electronic Data to such Customer.  

3.

Electronic Data

ExpeData shall have the right to use Electronic Data for the following purposes:

(a)

ExpeData may use Electronic Data to generate reports and fulfill its duties and obligations under this Agreement and any licenses or other agreements that ExpeData has with the Customers and Channel Partners.

(b)

ExpeData may use the Electronic Data to generate reports of the Electronic Data for usage by ExpeData and other parties if the Electronic Data is aggregated in a non-associated way without attribution to any Customer or Standard.

(c)

ExpeData may select and use independent fields of Electronic Data for analyzing and testing (e.g. measure timing) for future product enhancements.

(d)

ExpeData may disclose the Electronic Data if required to be disclosed by law or order of a court or government agency.

SUBJECT TO THE LIMITATION OF LIABILITY CONTAINED IN SECTION 13(c) BELOW, EXPEDATA SHALL ONLY BE LIABLE TO STANDARD FOR DIRECT DAMAGES INCURRED BY STANDARD IN CONNECTION WITH THE LOSS OF ELECTRONIC DATA RESIDING ON EXPEDATA’S SERVERS BETWEEN THE TIME SUCH ELECTRONIC DATA IS RECEIVED BY EXPEDATA AND RETRIEVED BY STANDARD OR STANDARD’S CUSTOMERS.

4.

Dealer and Referral Partner Appointment

(a)         ExpeData hereby appoints Standard as a non-exclusive, value-added dealer to promote and market the Digital Pen and Paper System and associated Online Services in the Authorized Territory during the term of this Agreement.  Except as provided in Section 4(b), ExpeData may (i) authorize other Channel Partners doing business within or outside the Authorized Territory to promote and market the Digital Pen and Paper System and associated Online Services, and (ii) directly market the Digital Pen and Paper System and associated Online Services to Business Entities within or outside the Authorized Territory.

(b)       ExpeData hereby appoints Standard as a non-exclusive referral partner to promote and market the Digital Pen and Paper System and associated Online Services to any Persons in the Authorized Territory during the term of this Agreement.  Standard shall refer such Persons to ExpeData for the sale and license of the Digital Pen and Paper System directly from ExpeData to such Persons. The referral relationship shall be governed by all applicable terms and conditions of this Agreement and the additional terms and conditions set forth on Exhibit E.

(c) Notwithstanding anything to the contrary contained herein, during the term of this Agreement and continuing until the date one (1) year after the termination or expiration of this Agreement, (i) neither ExpeData nor any of its Affiliates shall, either directly or indirectly, without the prior written consent of Standard, solicit any business from or conduct any business with any International Associate except as a result of a referral, if any,  made by Standard pursuant to Section 4(b), and (ii)  ExpeData shall not authorize any other Person to promote and market the Digital Pen and Paper System, associated Online Services, or any other products or services to any International Associate.

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(d) During the period commencing on the Effective Date and continuing until the date one (1) year after the Effective Date, neither ExpeData nor any of its Affiliates shall, either directly or indirectly, without the prior written consent of Standard, solicit any business from or conduct any business with Federal Express or Bank of America except as a result of a referral, if any, made by Standard pursuant to Section 4(b) with respect to current applications proposed by Standard as described on Schedule 4(d).

5.

Sub-Dealers and Assignment

Standard shall have the right to appoint sub-dealers but shall not have the right to assign or transfer any of its rights or duties under this Agreement, except (x) with the prior written consent of ExpeData, or (y) to an Affiliate or successor of Standard upon thirty (30) days’ prior written notice to ExpeData provided such Affiliate or successor signs an agreement substantially similar to this Agreement.  Any permitted assignment shall not relieve the assigning party of its outstanding financial obligations, if any, incurred before the assignment.  Standard’s right to appoint sub-dealers shall further be subject to the following: (i) no such appointment shall be for a term greater than the term of this Agreement; (ii) no sub-dealer shall have any rights under this Agreement; (iii) Standard shall impose upon any sub-dealer the same obligations imposed upon Standard hereunder for the express third party benefit of ExpeData en forceable by ExpeData as if it were Standard; (iv) Standard is responsible for the compliance by sub-dealers herewith; (v) Standard hereby indemnifies and holds ExpeData harmless from and against any and all costs, claims, losses, judgments, fines, liabilities and expenses, including costs of legal defense, as incurred, arising out of or based upon any claim; (x) made by any such sub-dealer or its licensees against ExpeData or the Marks; (y) made by any third party against ExpeData in connection with any act or omission by any such sub-dealer; and (z) concerning failures in the strict compliance with this Agreement by sub-dealers.  Standard and its sub-dealers shall in no way create any liability for or obligation on ExpeData with respect to third parties other than fulfilling its obligations under the applicable license.

6.

Customer Use and License Agreement

Standard shall use reasonable commercial efforts to promote and market the Digital Pen and Paper System and associated Online Services to Customers consistent with the highest business ethics and in a manner that will reflect favorably on the goodwill and reputation of ExpeData.  Each Customer who desires to purchase the Hardware Products and the Digital Paper products and to sublicense the Software Products and associated Online Services shall enter into a Customer Use and License Agreement.  The Customer Use and License Agreement sublicenses the Customer to use the Digital Pen and Paper System and associated Online Services solely for such Customer's internal business purposes.  Standard agrees that the terms and conditions contained in any Customer Use and License Agreement with its Customers will be consistent with and not conflict with this Agreement and agrees further that all such Customer Use and License Agreements shall c ontain, at a minimum, the terms and conditions of the End User Restrictions or as hereafter modified or amended from time to time by ExpeData.  The Customer Use and License Agreement shall expressly provide that (i) ExpeData may terminate such Customer Use and License Agreement upon written notice of failure by the Customer to comply with the terms of the Customer Use and License Agreement, subject to reasonable cure provisions contained in the Customer Use and License Agreement, or upon written notice after termination or expiration of this Agreement between Standard and ExpeData, (ii) within ten (10) days after termination of the Customer Use and License Agreement, the Customer shall destroy all Software Products together with all copies, modifications and merged portions in any form, and (iii) ExpeData shall be a third party beneficiary of the Customer Use and License Agreement, and the provisions of the Customer Use and License Agreement shall be enforceable by ExpeData and/or Standard.  Upon a ny termination of this Agreement between Standard and ExpeData, Standard will, at ExpeData's request, (i) assign and perfect the assignment to ExpeData or its designee of each Customer Use and License Agreements executed with Customers when such Customer Use and License Agreements come up for renewal and notify these Customers and ExpeData of such assignment, and (ii)  deliver to ExpeData, at the time of each assignment, details of its customer records and billing procedures of all Customers who have executed a Customer Use and License Agreement with Standard. The Customer Use and License Agreement shall be fully executed and in the possession of Standard prior to distribution of the Products or Online Services to the Customer.  Standard shall take all necessary measures to ensure each of its Customers complies with the End User Restrictions.  Standard shall not rent, lease, sublicense or sell the Digital Pen and Paper System and associated Online Services to any Customer, except as expressly authorized by the terms of this Agreement. On request, Standard shall supply a sample of its form Customer Use and License Agreement that Standard signs with its Customers.  Standard shall not engage in any pilot tests of the Digital Pen and Paper System

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with potential customers without first notifying ExpeData and Standard shall enter into a pilot test agreement with the Customer in connection with any such pilot test.

7.

Reports and Audits

Standard shall maintain complete and accurate financial records in accordance with GAAP relating to the Digital Pen and Paper Systems and associated Online Services rendered to its Customers.  Standard shall report by the 30th day of each calendar quarter to ExpeData all Digital Pen and Paper Systems and associated Online Services received by its Customers in the prior calendar quarter in such a format as established by ExpeData.  Standard shall make a reasonable commercial effort to notify ExpeData at least thirty (30) days prior to the expiration of each individual Customer License Initial Term or Renewal Term if applicable, if the Customer does not intend to renew the term of such individual Customer License Initial Term or Renewal Term.  At all times during the term of this Agreement and for one (1) year after the expiration or termination hereof for any reason, Standard shall maintain and furnish to ExpeData, on request, comp lete, accurate and current records reasonably required by ExpeData to evaluate Standard’s performance of, and compliance with, its obligations under this Agreement.  At all times during the term of this Agreement and for one (1) year after the expiration or termination hereof for any reason, Standard shall permit ExpeData, its agents and representatives to inspect Standard’s facilities and records during regular business hours on five business days’ notice for the purpose of ascertaining Standard’s performance of and compliance with its obligations under this Agreement.  In the event any such audit reveals any shortfall in payment by Standard, Standard shall promptly pay any shortfall with interest as provided herein.  In the event any such audit reveals any overpayment by Standard to ExpeData, ExpeData shall promptly reimburse Standard for such overpayment with interest as provided herein.  In the event any such audit reveals an under payment  by Standard which i s in error by 10% or more, in addition to paying any such shortfall, Standard promptly shall reimburse ExpeData fully for all reasonable costs related to such audit.

8.

Digital Pen and Paper System and Associated Online Service Fees

(a)

During the term of this Agreement, Standard will purchase from ExpeData, and ExpeData will sell to Standard the Hardware Products and the Digital Paper Products for resale to Standard’s Customers and ExpeData will license to Standard the Software Products and Online Services, under the terms and conditions contained herein.  Notwithstanding anything to the contrary contained in this Agreement, Standard shall not be required to purchase Digital Paper Products from ExpeData.  Standard shall order Products and Online Services from ExpeData under this Agreement by issuing to ExpeData a signed purchase order or reorder notice (the “Purchase Orders”).  Each Purchase Order shall specify the description and quantity of the Products and/or Online Services, if any, and delivery destinations for the Products ordered.  The Purchase Orders shall be governed by the specific terms and conditions contained in thi s Agreement.  The terms and conditions contained in this Agreement shall have precedence over any conflicting terms or conditions contained in any Purchase Order. ExpeData shall invoice Standard for the Digital Pen and Paper System and initial license fees upon shipment of the Products to Standard in the amounts set forth in the Exhibit F (the “Service Fees”), less the amount of any discounts as set forth in Exhibit F (the “Service Fees Discounts”).  ExpeData warrants to Standard that the Service Fees and Service Fee Discounts offered to Standard under this Agreement shall not be less favorable than those extended to any other customer or Channel Partner of ExpeData (based on the country where the relevant Products and/or Online Services are being sold).  If ExpeData reduces its Service Fees or increases its Service Fee Discounts for any of the Products or Online Services during the term of this Agreement, ExpeData shall correspondingly reduce its Service Fees or increase i ts Service Fee Discounts offered to Standard.

(b)

Unless otherwise agreed to in writing between the parties, the Service Fees for the sale of the Hardware Products and Digital Paper Products and for the license of the Software Products and Online Services (whether the initial license fees or the Renewal Fees (as described below)) shall be due and payable no later than fifty-five (55) days from receipt of ExpeData's invoice unless cash discount incentives are offered and accepted. ExpeData shall select and pay the carrier and process all in transit damage claims.  Standard shall reimburse ExpeData for these shipping charges upon receipt of ExpeData’s invoice.  ExpeData shall bear the risk of loss or damage in transit to the Products until they are delivered to the destination point (FOB Destination). ExpeData will handle all tracing, tracking, and other carrier related issues. Title to the Hardware Products and Digital Paper Products will transfer to Standard when th ey are delivered to the destination point.   All freight or transportation rates are subject to change, without notice to Standard, to reflect applicable freight or transportation rates in effect as

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of the date of shipment.  Subject to the provisions in Section 8(a), ExpeData has the right to unilaterally modify the Service Fees, Renewal Fees, Service Fees Discounts, payment terms and terms and conditions of sale, at any time during the term of this Agreement upon sixty (60) days’ prior written notice to Standard.

(c)

The Customer License Initial Term for the Software Products and associated Online Services shall be established for each digital pen and in each case shall be for a term of one (1) year (the "Customer License Initial Term"). The commencement date of each Customer License Initial Term shall be (i) the first day of the calendar month in which the digital pen is activated if such activation date is on or before the 15^th day of such calendar month or (ii) the first day of the calendar month following the calendar month in which the digital pen is activated if such activation date is on or after the 16^th day of such calendar month.

(d)

The Customer License Renewal Term for the Software Products and associated Online Services shall be established for each digital pen and in each case shall be for a term of one (1) year from the date of expiration of the corresponding Customer License Initial Term or if applicable the previous Customer License Renewal Term with respect to each such digital pen  (the "Renewal Term")

(e)  Unless ExpeData receives such notice of nonrenewal, the Customer License Initial Term, or Renewal Term, as the case may be, shall be renewed and ExpeData will invoice Standard for a Renewal Term License Fee as set forth in Exhibit F (the "Renewal Fees") within thirty (30) days after the expiration of the Customer License Initial Term, or Renewal Term, as the case may be. Such invoice will be monthly and will include all Renewal Fees with respect to Renewal Terms which will commence during the next calendar month.

(f) If Standard does not pay any of the undisputed Service Fees or Renewal Fees within fifteen (15) days of their due, ExpeData may, at its option, (i) charge Standard, until payment in full is received, a finance charge at the lesser of one and one-half percent (1.50%) per month on the unpaid balance of such Service Fees and/or Renewal Fees or the maximum rate permitted by law; (ii) after notifying Standard of such non-payment, and providing Standard fifteen (15) days to cure, suspend Standard’s right to license the Software Products and the Online Services; and/or (iii) suspend all shipments to Standard.  

(g) Standard solely shall be responsible for the collection of all fees and expenses that Standard has charged its Customers for the Digital Pen and Paper System and associated Online Services. The fees charged by Standard to its Customers for the Digital Pen and Paper System and associated Online Services shall be determined by Standard in its sole discretion.

9.

Taxes

All payments due shall be made without deduction for taxes, assessments or other charges of any kind that may be imposed by any government with respect to any amounts payable.  Standard is responsible for and shall pay all taxes and fees due to any applicable governmental entity as a result of its activities hereunder.

10.

Term

The initial term of this Agreement shall be for a term of one (1) year from the Effective Date of this Agreement (the "Initial Term").   This Agreement shall automatically renew for successive one (1) year renewal terms unless either party provides the other, at least 90 days’ prior to the renewal date, with a written notice that this Agreement will not be renewed.

11.

Territorial Restrictions

               INTENTIONALLY DELETED

12.

 Software Products and Associated Online Services

Standard shall not, at any time, (i) reverse engineer, decompile or disassemble any portion of the Digital Pen and Paper System and associated Online Services or tamper in any way with the operation of the Digital Pen and Paper System and associated Online Services, or (ii) insert or make use of any type of disabling device

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including, but not limited to, viruses, worms, Trojan horses, time bombs, cancelbots or any similar device that may impair, damage or interfere with the proper working order of the Digital Pen and Paper System and associated Online Services.

13.

Warranties to Standard

(a)

SOLE WARRANTY.  THE SOLE WARRANTY PROVIDED BY EXPEDATA IN CONNECTION WITH THE DIGITAL PEN AND PAPER SYSTEM SHALL BE TO STANDARD PURSUANT TO SECTION 13(b) BELOW.  EXPEDATA MAKES NO WARRANTIES TO THE CUSTOMER.

(b)

MATERIAL AND WORKMANSHIP WARRANTY.  ExpeData warrants to Standard that the Digital Paper Products shall be free, during ordinary use, from defects in material and workmanship (the "Material and Workmanship Warranty"), provided that the Customer has used the Digital Pen and Paper System in connection with products which meet or exceed ExpeData's recommended specifications.  Unless otherwise agree to in writing by ExpeData, this Material and Workmanship Warranty shall expire one hundred eighty (180) days from the date of delivery of the Digital Paper Products.   Digital Paper Products which do not conform to such Material and Workmanship Warranty may be returned to ExpeData upon receipt of ExpeData's shipping instructions.  Any such defective Products will be replaced with new Products or repaired, at ExpeData's option, and returned to Standard without charge. With respect to the Hardware Products, ExpeData shall transfer the manufacturers’ warranty for the Hardware Products to Standard and/or Standard’s Customers, to the extent transferable.  Notwithstanding the foregoing, this warranty shall not apply to Digital Paper Products that were part of the Inventory (as defined in the Asset Purchase Agreement) transferred to ExpeData by Standard.

(c)

DISCLAIMER OF WARRANTIES.  THE MATERIAL AND WORKMANSHIP WARRANTY IS IN LIEU OF AND EXCLUDES ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.  EXPEDATA DOES NOT WARRANT THAT THE FUNCTIONS OF THE SOFTWARE PRODUCTS WILL MEET CUSTOMER'S REQUIREMENTS OR THAT THE OPERATION OF THE SOFTWARE PRODUCTS WILL BE UNINTERRUPTED OR ERROR FREE.  THE PRODUCTS AND ANY RELATED SUPPORT FROM EXPEDATA, INCLUDING ALL SERVICES DESCRIBED HEREIN, ARE PROVIDED TO CUSTOMER ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES FOR MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.  NEITHER THIS AGREEMENT NOR ANY DOCUMENTATION FURNISHED UNDER IT IS INTENDED TO EXPRESS OR IMPLY ANY WARRANTY THAT THE DIGITAL PEN AND PAPER SYSTEM WILL BE UNINTERRUPTED, TIMELY OR ERROR-FREE.  THE MAXIMUM LIABILITY OF EXPEDATA UNDER THIS AGREEMENT IN ANY EVENT SHALL NOT EXCEED THE AMOUNTS RECEIVED BY EXPEDATA DURING THE TERM OF THIS AGREEMENT.   EXCEPT FOR EITHER PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 16 OR BREACH OF THE CONFIDENTIALITY PROVISIONS UNDER SECTION 18 OR ASSIGNMENT PROVISIONS IN SECTION 23, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, WHETHER BASED UPON CONTRACT, TORT OR ANY OTHER LEGAL THEORY, WHETHER FORESEEABLE OR NOT, AND EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF THE DAMAGES.

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14.

       Insurance

During the term of this Agreement, any extension or renewal thereof, and for two (2) years after the expiration or termination of this Agreement for any reason, Standard shall maintain the types of insurance coverages set forth on Exhibit G, with insurance companies reasonably acceptable to ExpeData.  

15.         Infringement

Standard promptly shall notify ExpeData in writing of any possible infringement by any third party of any intellectual property right of ExpeData or of which Standard becomes aware as well as any claim of infringement of any intellectual property right against ExpeData as the result of the transactions contemplated by this Agreement.

16.         Indemnification

(a)           Standard agrees at all times to indemnify, defend and hold harmless ExpeData, its successors and permitted assigns, and the officers, directors, agents and employees of each of them, from and against any and all claims, demands, suits, actions, proceedings, costs, disbursements, expenses (including reasonable attorney’s fees), damages, judgments, losses, obligations, fines, penalties and other liabilities of whatever kind or nature based on any third party claims arising out of : (i) any act, error or omission of Standard or any of Standard’s employees; (ii) any failure by Standard to perform any of the agreements, terms, covenants or conditions to be performed by Standard as set forth herein; and (iii) any breach of any provision, including the representations and warranties set forth herein made by Standard to ExpeData.

(b)           ExpeData agrees at all times to indemnify, defend and hold harmless Standard, its successors and permitted assigns, and the officers, directors, agents and employees of each of them, from and against any and all claims, demands, suits, actions, proceedings, costs, disbursements, expenses (including reasonable attorney’s fees), damages, judgments, losses, obligations, fines, penalties and other liabilities of whatever kind or nature based on any third party claims arising out of : (i) any act, error or omission of ExpeData or any of ExpeData’s employees; (ii) any failure by ExpeData to perform any of the agreements, terms, covenants or conditions to be performed by ExpeData as set forth herein; (iii) any breach of any provision, including the representations and warranties set forth herein made by ExpeData: and (iv) any claim or action alleging that Standard
46;s or its Customers’ possession or use of Digital Pen and Paper System infringes any U.S. or European Union patent, copyright or other intellectual property of a third party.  Notwithstanding the foregoing, ExpeData shall not indemnify Standard for any intellectual property transferred to ExpeData by Standard (which shall not include any improvements, modifications and developments made to such intellectual property after the date of transfer for which ExpeData does indemnify Standard) pursuant to the terms of the Asset Purchase Agreement.

(c)  If Standard receives a claim that the Digital Pen and Paper System infringes a U.S. or European Union patent, copyright or other intellectual property of a third party, Standard shall notify ExpeData promptly in writing and give ExpeData information, assistance and exclusive authority to evaluate, defend and settle such claim.  ExpeData shall then, at its own expense and option, (i) settle such claim, or (ii) procure for Standard the right to use the Digital Pen and Paper System, or (iii) replace or modify the Digital Pen and Paper System to avoid infringement, or (iv) remove the Digital Pen and Paper System and refund the Service Fees less a reasonable amount for usage, or (v) defend against the infringing claim.  If a court of competent jurisdiction holds the Digital Pen and Paper System to be infringing, ExpeData shall pay any costs and damages finally awarded by reason of such infringement, and if the use of the Digital Pen and Paper System is enjoined, ExpeData shall take, at its option, one (1) or more of the actions described in this Section 16(c) (the “Patent and Copyright Indemnification”).  Notwithstanding the foregoing, ExpeData shall not indemnify Standard for any intellectual property transferred to ExpeData by Standard (which shall not include any improvements, modifications and developments made to such intellectual property after the date of transfer for which ExpeData does indemnify Standard) pursuant to the terms of the Asset Purchase Agreement.

(d)  The Patent and Copyright Indemnification shall not apply to either (i) the Digital Pen and Paper System designed to Standard’s specifications, or (ii) the Digital Pen and Paper System which has been modified by Standard or used by Standard in combination with any software or other equipment which is not provided by ExpeData (or approved in writing by ExpeData) to change, modify or improve the Digital Pen and Paper System.  Notwithstanding the foregoing, ExpeData shall not indemnify Standard for any intellectual property transferred to ExpeData by Standard (which shall not include any improvements, modifications and developments made to such intellectual property after the date of transfer for which ExpeData does indemnify Standard) pursuant to the terms of the Asset Purchase Agreement.

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The foregoing states the entire liability of ExpeData to Standard with respect to infringement of any valid United States or European Union patent, copyright or other intellectual property right.

17.          Additional Duties

Standard, at its expense (in its role as a reseller but not as a referral partner), shall perform first level customer support for the Digital Pen and Paper System and associated Online Services provided to its Customers, and shall maintain a level of competence in the support organization to adequately provide such support.  For purposes of this Section 17 the parties agree that first level customer support shall include the following: (i) receiving and supporting customer requests, (ii) providing initial response to customers, and if unable to resolve customer’s problems then communicating customers’ request to ExpeData and communicating ExpeData’s response to customer, and (iii) tracking and reporting status of customer requests through resolution.  Standard shall make no commitments to its Customers with respect to the design, development, testing or deployment of any new feature or function without pri or written consent from ExpeData.  In the event that Standard also wishes to provide additional services for the Digital Pen and Paper System, Standard shall sign an ExpeData Supplier Agreement and maintain technical resources on staff for the purpose of maintaining and complying with the transactional data requirements for using the Digital Pen and Paper System and associated Online Services to provide its products and/or services to its Customers.  

18.           Confidential Information

(a) Standard shall (i) keep and hold such ExpeData Confidential Information in strict and complete confidence, (ii) not at any time directly or indirectly disclose any of such ExpeData Confidential Information to any other Person (except its employees, subcontractors and agents who have a need to know such ExpeData Confidential Information), (iii) use the same standards and controls which Standard uses to maintain and preserve the confidentiality of its own confidential information (but in no event less than reasonable care) to maintain and preserve the confidentiality of such ExpeData Confidential Information and (iv) use such ExpeData Confidential Information only to the extent reasonably necessary in connection with its performance under this Agreement. Standard shall be liable for any breach of the confidentiality obligations under this Section 18(a) by its employees or agents.  The ExpeData Confidential Information, including copies thereof, sha ll at all times remain the property of ExpeData or its licensors, if applicable.  Upon termination of this Agreement, Standard shall promptly return to ExpeData or, at its request, will destroy all ExpeData Confidential Information furnished to Standard.

(b) ExpeData shall (i) keep and hold such Standard Confidential Information in strict and complete confidence, (ii) not at any time directly or indirectly disclose any of such Standard Confidential Information to any other Person (except its employees, subcontractors and agents who have a need to know such Standard Confidential Information), (iii) use the same standards and controls which Standard uses to maintain and preserve the confidentiality of its own confidential information (but in no event less than reasonable care) to maintain and preserve the confidentiality of such Standard Confidential Information and (iv) use such Standard Confidential Information only to the extent reasonably necessary in connection with its performance under this Agreement. ExpeData shall be liable for any breach of the confidentiality obligations under this Section 18(b) by its employees or agents.  The Standard Confidential Information, including copies thereof, sha ll at all times remain the property of Standard or its licensors, if applicable.  Upon termination of this Agreement, ExpeData shall promptly return to Standard or, at its request, will destroy all Standard Confidential Information furnished to ExpeData.

19.             Trademark Use

ExpeData hereby grants Standard during the term of this Agreement the right (i) to identify itself as an “ExpeData Digital Pen and Paper System” authorized channel partner, and (ii) to use the Marks to identify or promote the Digital Pen and Paper System and associated Online Services.  The Marks only shall be used in accordance with ExpeData’s guidelines or with ExpeData’s prior written consent in each instance.  Standard shall not use the Marks as part of its corporate or other legal name, or as part of the name under which Standard conducts its business.  Standard shall not change or alter any of the Marks used in connection with the Digital Pen and Paper System.  Standard acknowledges that (i) ExpeData is the owner of all rights in the Marks, and (ii) Standard has no proprietary interest in any Mark.  Standard during the term hereof and indefinitely thereafter  for any reason sh all not register any trade or service mark, URL, logo or the like similar to the Marks. On expiration or termination

{00295508.DOC;}- 10 -

hereof for any reason, Standard shall cease and desist immediately and permanently all use of, and shall not thereafter use in any manner, the Marks, any name, trademark, trade name, slogan, title, label, insignia, URL, commercial symbol or anything else that may lead to confusion or uncertainty as to whether, or make it appear that, Standard is in a relationship with ExpeData.  If requested by ExpeData, Standard promptly shall notify its Customers that it has ceased to be a Channel Partner.

Standard is authorized to "Private Label" the Digital Pen and Paper System and associated Online Services.  ExpeData shall cooperate with Standard in implementing such private Label.  Standard shall include on such Products and Documentation the phrase "Powered by ExpeData" and such other Marks as required by ExpeData.

               Except to the extent required by law, neither ExpeData nor Standard shall issue any news release, public announcement, advertisement or publicity concerning this Agreement or any matters arising under this Agreement without the prior written approval of the other party, and such approval will not be unreasonably withheld.

20.             Development of Improvements

In the event Standard develops or improves the Digital Pen and Paper System and associated Online Services or related methods or know-how (“Improvement(s)”), Standard promptly shall fully-disclose and make the Improvement(s) immediately available to ExpeData.  ExpeData exclusively shall own all Improvements.  Standard shall have a non-exclusive, fully-paid up, royalty free, world-wide, perpetual, non-transferable license to such Improvements.  At ExpeData’s expense, Standard shall sign and complete such assignments, agreements or other documents and shall take all actions as shall be necessary to confer upon ExpeData, and to register in ExpeData’s name, the sole ownership of Improvement(s) worldwide, as determined in ExpeData’s discretion.  Notwithstanding the foregoing, Standard may develop appropriate interfaces between ExpeData’s Digital Pen and Paper System and the operating sys tems of Standard’s Customers.  Standard will retain sole ownership of the interface technology that is designed or developed by Standard to interface ExpeData’s Digital Pen and Paper System and the operating systems of Standard’s Customers.  ExpeData shall have the right to obtain a non-exclusive, world-wide, perpetual, non-transferable license to such interface technology, at a reasonable royalty to be mutually agreeable between the parties.

21.              Termination

(a)   Either party shall have the right to terminate this Agreement immediately with notice to the other party if the other party (i) shall generally not pay, or shall be unable to pay, or shall admit in writing its inability to pay its debts as such debts become due; or (ii) shall make an assignment for the benefit of creditors or petition or apply to any tribunal for the appointment of a custodian, receiver or trustee for it or for a substantial part of its assets; or (iii) shall commence any proceeding under any bankruptcy, reorganization, arrangement, readjustment of debt, dissolution or liquidation law or statute of any jurisdiction, whether now or hereafter in effect; or (iv) shall have had any bankruptcy proceeding commenced against it in which an order for relief is entered or an adjudication or appointment is made and which remains undismissed for a period of sixty (60) days or more.

(b)   After the occurrence of any breach of this Agreement by either party, the non-breaching party shall provide the breaching party with a written notice that shall specify the breach, the action necessary to cure the breach, and the time within which the breaching party may cure the breach, which cure period shall be not less than ten (10) days for a payment default, and thirty (30) days for a non-payment default.  In the event the breaching party does not cure the breach within the cure period, the non-breaching party, without any further notice to the breaching party, may, at its option, terminate this Agreement.

22.               Independent Contractor

ExpeData and Standard are independent contractors. No provision contained in this Agreement shall be construed as authorizing either party to act as an agent, legal representative, joint venturer, franchisee, employee or servant of the other party for any purpose.  Neither ExpeData nor Standard shall make any contract, agreement, warranty or representation on behalf of the other party, or incur any debt or other obligation on behalf of the other party, or act in any manner that has the effect of making that party the apparent agent of the other party.  Neither ExpeData nor Standard will assume liability for, or be deemed liable as a result of, any such action by the other

{00295508.DOC;}- 11 -

party.  Neither ExpeData nor Standard will be liable by reason of any act or omission of the other party in the conduct of its business or for any resulting claim or judgment.

23.               Integration, Amendment, Subcontracting and Assignment

All proposals, negotiations and representations, if any, regarding the subject matter contained in this Agreement that were made prior to the date of this Agreement are merged into this Agreement.  Except as otherwise provided in this Agreement, this Agreement may not be amended except by a written agreement duly executed by ExpeData and Standard.  This Agreement will be binding upon and inure to the benefit of ExpeData and Standard and their respective successors and permitted assigns; provided, however, neither party may assign this Agreement or its respective duties under this Agreement, other than to a successor to either party’s business,  without the prior written consent of the other party, which will not be unreasonably withheld.  In addition, ExpeData may delegate the performance of its duties under this Agreement to subcontractors, provided that ExpeData shall remain responsible for the performanc e of the delegated duties.

24.              Waiver

Either ExpeData’s or Standard’s waiver of any term or condition of this Agreement must be in writing and shall not be construed to be a waiver of any other term or condition hereof.  ExpeData’s or Standard’s waiver of any term or condition of this Agreement shall not be deemed a waiver of a subsequent breach of the same term or condition in this Agreement.

25.              Severability

If any provision of this Agreement shall be held or deemed to be or shall, in fact, be illegal, inoperative or unenforceable, the remaining provisions in this Agreement will continue to be enforced as if the invalid or unenforceable provision were omitted.

26.              Force Majeure

Except for Standard's obligation to pay ExpeData hereunder, neither ExpeData nor Standard shall be liable for delays in, or failure to perform their respective obligations due to acts of God, acts of the other party, acts of civil or military authority, acts of public enemy, fires, strikes, labor disputes, floods, epidemics, war, riots, civil disturbances, insurrections, accidents, explosions, earthquakes, the elements, delays in transportation or any other causes beyond their reasonable control.  In the event of any such delay, the time of delivery or performance shall be extended for a reasonable period at least equal to the time lost by reason of the delay.

27.               Limitation of Actions

Neither party may bring an action, regardless of form, arising out of this Agreement more than one (1) year after an occurrence giving rise to a claim or be barred forever.

28.               Survival

Sections 2, 3, 7, 9, 13, 14, 16 and 18-30 and the referral fees due pursuant to Exhibit E shall survive the expiration or termination of this Agreement for any reason.

29.               Notices

All notices, consents, waivers and other communications required or permitted to be given pursuant to this Agreement shall be in writing and shall be deemed to have been delivered (i) on the delivery date if personally delivered or if delivered by confirmed facsimile or e-mail, or (ii) one (1) business day after deposited with any national overnight courier or express mail, receipt requested, or (iii) three (3) business days after deposit in the United States mail, registered or certified mail, return receipt requested, with adequate postage affixed thereto, addressed to ExpeData or Standard at their respective addresses as set forth in this Agreement, or to such other

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addresses as hereinafter furnished by either ExpeData or Standard to the other party.  ExpeData and Standard shall retain evidence that any facsimile or e-mail notices were received by the other party.

30.                Governing Law and Venue

This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Ohio, without giving effect to the principles of conflict of laws thereof.  Both Parties consent to the jurisdiction of the state and federal courts for Montgomery County, Ohio in respect of any action or proceeding arising out of this Agreement.  The parties hereto consent to the jurisdiction of the courts in the state of Ohio, as specified in this Section 30.  Acknowledging that the damages sustained by either party as a consequence of any breach by the other party of any of its obligations under this Agreement may be difficult or impossible to measure in monetary terms, each party hereby agrees that the other party shall be entitled to seek (i) an injunction temporarily and/or permanently restraining the commission or continuation of any such breach without any requirement to give an undertaking as to damage s or in any way providing a bond or security for costs, (ii) an award of damages in an appropriate amount, and (iii) other available remedies, all remedies hereunder being cumulative.

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IN WITNESS WHEREOF, ExpeData and Standard, by their duly authorized representatives, have executed this Channel Partner Agreement as of the day and year first above written.

THE STANDARD REGISTER COMPANY	EXPED, LLC
an Ohio corporation	an Ohio limited liability company
By:        ____________________	By:        ____________________
(Authorized Signature)	(Authorized Signature)
Print Name:  ____________________	Print Name:  ____________________
Print Title:    ____________________	Print Title:    ____________________

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EXHIBIT A

AUTHORIZED TERRITORY

STANDARD IS AUTHORIZED TO MARKET AND PROMOTE THE DIGITAL PEN AND PAPER SYSTEM AND ASSOCIATED ONLINE SERVICES ANYWHERE IN THE WORLD.

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EXHIBIT B

PRODUCTS AND SERVICES

Hardware Products and Specifications

1)

USB Digital Pen - USB Digital Pen allows a user to digitally capture handwritten notes, drawings, and ideas.  

2)

Rapid recharging USB cradle for USB Digital Pen - allows the USB Digital Pen to recharge its batteries and transfer electronic data from the USB Digital Pen to the ExpeData Digital Pen and Paper Software.

3)

AC adapter for Rapid recharging USB cradle.

4)

Wireless Digital Pen - The Wireless Digital Pen allows a user to digitally capture handwritten notes, drawings, and ideas and transfer them wirelessly to compatible mobile phones

Digital Paper Products and Specifications

ExpeData Digital paper with Anoto functionality is created by printing a proprietary pattern of very small dots on ordinary paper that is perceived by the eye as a slightly off-white color.  The dots have a nominal spacing of 0.3 mm (0.01 inch).  As a user writes with the USB Digital Pen, a built-in digital camera continuously takes pictures of the patterned paper.  When the USB Digital Pen is then placed in its cradle, all of the writings are then transferred automatically to the user's personal computer.  Alternatively, when a special dot patterned “send box” is checked on a document by the Wireless Digital Pen, the writings are then transferred via a Bluetooth-enabled phone to the ExpeData servers.

The ExpeData Digital Paper can be utilized for printing forms.  Corresponding electronic versions of the forms can be created in the software and associated online services to produce an electronic image copy of the writing on the digital paper form.

Software Products and Specifications

ExpeData Digital Pen and Paper Software, in both ASP and enterprise mode, consists of several components.  

·

One component is a PC application that retrieves electronic data from the USB Digital Pen via USB connection

·

Another component retrieves electronic data from the Wireless Digital Pen wirelessly and transmits the electronic data via a Bluetooth enabled mobile phone.

·

Another transmits the electronic data to a local or remote processing component.  

·

The processing component analyzes the electronic data and correlates the electronic data from the pen to the patterned document previously printed and accurately positions it on the document.  

·

Another interprets the handwriting strokes.  

·

Another provides a means to validate the handwriting interpretation and any business or data quality rules contained or exposed.  

·

Another module executes workflow processes (e.g. generate an e-mail).  

·

Another creates an image of the actual handwritten document.  

·

Another stores the images for archival and retrieval

·

Another creates a data file of the handwritten information  

·

Another stores the stroke and detailed transaction data for data mining and retrieval

·

Another extracts and transmits the image and data file.  

·

Another merges document template, variable data and Anoto pattern to generate a print ready postscript file.  

·

Another assigns field types to handwritten fields for handwriting interpretation purposes.

·

The administrative component defines pen and pen users and the rights they have to the System.

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ExpeData Enterprise System

Same functionality as the ExpeData ASP Digital Writing Suite but configured for hosting on the company’s servers.

ExpeData Signature Capture Applications

An ExpeData software product that is a Research in Motion (“RIM”) BlackBerry-based software application, intended to be integrated into software written by RIM Independent Software Vendors (“ISV’s”), for the express purpose of capturing a “wet” handwritten signature using a Logitech Bluetooth digital pen and ExpeData provided paper documents, transmitting the signature written on the paper from the pen to the BlackBerry device where the signature is rendered as an image and displayed on the handset.  The signature image is then available for use within the ISVs application for further processing.  There are also Motorola and Microsoft mobile versions in development.

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EXHIBIT C

END USER RESTRICTIONS

All Customer Use and License Agreements of the Digital Pen and Paper System shall contain the following terms and conditions:

1.

DIRECT BENEFICIARY.

ExpeData is a direct and intended beneficiary of the Customer Use and License Agreement and may enforce it directly against the Customer.

2.

LICENSE.

ExpeData has granted to Standard a non-exclusive right to license others to use the Digital Pen and Paper System and associated Online Services.  Standard hereby grants to Customer and Customer accepts a nontransferable, non-exclusive right to use the Software Products and associated Online Services solely in connection with the Hardware Products and Digital Paper Products.  Customer may not sublicense, assign or transfer any license or any Software Product without the prior written consent of ExpeData and Standard.  Any attempt otherwise to sublicense, assign or transfer any of Customer's rights, duties or obligations hereunder is void.

3.

ELECTRONIC DATA.

(a)

"Electronic Data" shall mean all information regardless of form that Customers have entered or transferred or provided to ExpeData through the Digital Pen and Paper System.  Electronic Data shall include, but is not limited to, digital information received from Customer corresponding to recordings on Digital Paper Products by Hardware Products and other information received from Customer.

(b)

Ownership of Electronic Data.  Any and all Electronic Data entered or transferred to ExpeData by a Customer shall be owned by the Customer.  ExpeData shall not divulge such Electronic Data to any third party, unless the third party is a subcontractor of ExpeData of whom ExpeData has delegated the performance of some or all of its duties under this Agreement.  ExpeData may disclose the Electronic Data if required to be disclosed by law or order of a court or government agency.

(c)

EXPEDATA SHALL NOT BE LIABLE TO CUSTOMER FOR ANY LOSS OF THE ELECTRONIC DATA.

(d)

Down Time and Backup.  ExpeData is providing a license for the use of its Digital Pen and Paper System.  ExpeData is not liable for any application problem whatsoever that might result in down time or non-usability of the licensed Digital Pen and Paper System.  ExpeData recommends that the Customer routinely back up its Electronic Data and ExpeData will not be held responsible for any lost data accordingly.  

(e)

Neither Standard nor ExpeData will disclose any Electronic Data which the Customer has entered or transferred or provided to ExpeData through the Digital Pen and Paper System, except that ExpeData may use the Electronic Data (i) to generate reports for usage by ExpeData and other parties if the Electronic Data is aggregated in a non-associated way without attribution to the Customer or Standard, and (ii) to select and use independent fields of Electronic Data for analyzing and testing (e.g. measure timing) for future product enhancements.  The Customer agrees that Standard and ExpeData may disclose the Electronic Data if Standard or ExpeData has the good faith belief that such action is reasonably necessary (i) to comply with the law, (ii) to enforce this Agreement, or (iii) to respond to claims that Standard or ExpeData are engaged in activities that violate the rights of third parties.  

4.

INTELLECTUAL PROPERTY.

4.1

PROPRIETARY RIGHTS.  Title and ownership rights to Software Products and associated Online Services, including copyrights, mask work rights, patents, trademarks, trade secrets, and other intellectual property rights, as well as all copies thereof reside and shall remain in ExpeData.  The Software Products and associated Online Services embody the proprietary and trade secret information of ExpeData, who owns the copyrights therein.

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(a) Customer shall not, at any time (i) copy, reverse engineer, disassemble the source or object code used in, or in any other fashion attempt to exploit the Software Products and associated Online Services in any way or for any purpose except as is necessary to make an archival copy of the Software Products, or (ii) insert or make use of any type of disabling device including, but not limited to, viruses, worms, Trojan horses, time bombs, cancelbots or any similar device that may impair, damage or interfere with the proper working order of the Digital Pen and Paper System and associated Online Services, and Customer shall not permit any party to do so.  All copies of the Software Products made by Customer shall bear the proprietary markings (be they patent, copyright or trade secret) of ExpeData borne by the copies transmitted by ExpeData or Standard to Customer and in the same form and location as the original.

(b) Customer acknowledges that the Software Products and associated Online Services are composed of confidential data and trade secrets that are the sole and exclusive property of ExpeData.  The Software Products shall be used exclusively by Customer and its employees only in conjunction with Hardware Products and Digital Paper Products.  Customer shall not allow others to use or have access to the Software Products and associated Online Services, either directly or indirectly, and shall not make or allow others to make copies or reproductions of the Software Products in any form without the prior written consent of ExpeData.

(c) Customer shall maintain the confidentiality of the Software Products so as to prevent unauthorized disclosure or copying.  Customer shall notify ExpeData of any unauthorized use, copying or disclosure of the Software Products known to Customer.  ExpeData may terminate the Agreement for breach of any provision of this Section if Customer has not cured such breach to the satisfaction of ExpeData within ten days after receipt of written notice describing the breach.  This right of termination shall not preclude ExpeData from recovering against Customer any damages ExpeData may suffer as a result of such breach or from any legal and/or equitable remedies.

The provisions of this Section shall survive termination of this Agreement.

4.2

OWNERSHIP. The Software Products and associated Online Services, and any later improvements, upgrades, or repairs thereto, constitute proprietary property of ExpeData and shall be considered on loan to the Customer during the term of this Agreement. In addition, all intellectual property rights, including but not limited to, patent, copyright, trademark and trade secret rights, embodied in the Software Products, Online Services, Digital Paper Products and/or Documentation are the proprietary property of ExpeData. In the event that Customer contributes in any degree to such improvements, upgrades, or repairs, Customer agrees to assign, and hereby does assign by operation of this Agreement, the intellectual property rights embodied therein to ExpeData.

5.

COMPLIANCE WITH LAWS.

Customer shall, at its own expense, use the Digital Pen and Paper System in a careful and proper manner and shall comply with and conform to all laws, ordinances and regulations in any way relating to the possession, use and/or maintenance of the System and Electronic Data, including but not limited to the applicable standards of the Health Insurance Portability and Accountability Act of 1996 (HIPAA) as published by the Department of Health and Human Services and those related to data privacy, international communications, consumer transactions and communications decency. Each Party shall comply in all respects with the European Union Member State Data Protection Act (the "DPA"), if applicable, and all subordinate legislation made pursuant thereto including all applicable amendments, revisions and re-enactments when processing all personal data (as defined in the DPA).  Use of the Digital Pen and Paper System is unauthorized in any jurisdic tion that does not give effect to all provisions of these terms and conditions, including without limitation this Section.

6.

 GOVERNMENT RIGHTS.  

If used or acquired by the United States Government, the Government acknowledges that (a) the Software Products constitute "commercial computer software" or "commercial computer software documentation" for purposes of 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-3, as applicable and (b) the Government's rights are limited to those specifically granted pursuant to this Agreement.  The contractor/manufacturer is ExpeData, LLC, at ___________________.

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7.

INTERNET ACCESS.  

Customer acknowledges that the System requires an Internet connection to process the Electronic Data recorded by the Hardware Products in connection with the Digital Paper Products.  The Internet connection is not required to be continuous, but must be established for processing of the Electronic Data.  Due to the public nature of the Internet, Customer acknowledges that there is no guarantee of security or privacy on the Internet and ExpeData and any of ExpeData's third-party providers make no guarantee that Customer's Electronic Data will be private or secure on the Internet.  ExpeData will take reasonable efforts to protect Customer's Electronic Data.  ExpeData is not liable for protection or privacy of information transferred through the Internet

8.

EXPORT/IMPORT/RE-EXPORT.

Customer acknowledges that the export, and use of certain hardware, software, and technical data provided hereunder is regulated by the United States and other governments and agrees to comply with all applicable laws and regulations.  Customer agrees not to export or re-export directly or indirectly any equipment, software, software releases or related technical data or information without first obtaining any required license(s) or governmental approvals.  Customer shall have sole responsibility for import/export compliance with respect to Customer data.

9.   

DISCLAIMER OF WARRANTIES.

THE CUSTOMER RECEIVES, IF ANY, A WARRANTY ON THE DIGITAL PEN AND PAPER SYSTEM FROM STANDARD, AND EXPEDATA MAKES NO WARRANTIES TO THE CUSTOMER IN CONNECTION WITH THE DIGITAL PEN AND PAPER SYSTEM.

 EXPEDATA DOES NOT WARRANT THAT THE FUNCTIONS OF THE SOFTWARE PRODUCTS WILL MEET CUSTOMER’S REQUIREMENTS OR THAT OPERATION OF THE SOFTWARE PRODUCTS WILL BE UNINTERRUPTED OR ERROR FREE.  THE PRODUCTS AND ANY RELATED SUPPORT FROM EXPEDATA, INCLUDING ALL SERVICES DESCRIBED HEREIN, ARE PROVIDED TO CUSTOMER ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES FOR MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.  NEITHER THIS AGREEMENT NOR ANY DOCUMENTATION FURNISHED IN RELATION TO IT IS INTENDED TO EXPRESS OR IMPLY ANY WARRANTY THAT THE SYSTEM OR ANY SERVICES PROVIDED WILL BE UNINTERRUPTED, TIMELY OR ERROR-FREE.   EXPEDATA SHALL NOT BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, WHETHER BASED UPON CONTRACT, TORT OR ANY OTHER LEGAL THEORY, WHETHER FORESEEABLE OR NOT, AND EVEN IF EXPEDATA HAS BEEN ADVISED OF THE POSSIBILITY OF THE DAMAGES.  Customer assumes all rights and liability for results obtained by the use or implementation of the System, whether such results are used singly or in combination with other hardware, software or products.  Customer shall be responsible for use of all hardware, including but not limited to, operating procedures, audit controls, accuracy and security of input and output data, restart and recovery routines and other procedures necessary for Customer's intended use of the System.  Customer shall maintain back-up data necessary to replace critical Customer data in the event of loss of or damage to such data from any cause.  Regardless of the cause of loss, ExpeData shall not in any way be liable therefor.  Customer shall ensure that its personnel are, at all times, educated and trained in the proper use and operation of the Digital Pen and Paper System and that the Digital Pen and Paper System is used in accordance with any and all applicable manuals, documentation and instructions.  An action for breach of this Agreement or any other action otherwise arising out of or related to this Agreement, in either case against ExpeData, must be commenced within one (1) year from the date the right, claim, demand or cause of action shall first occur, or be barred forever.

10.

INDEMNIFICATION.

Customer agrees to indemnify, hold harmless, and defend ExpeData from and against any claims or lawsuits, including attorney's fees, that arise or result from the Customer's use of the Digital Pen and Paper System.

{00295508.DOC;}- 20 -

11.

CONFIDENTIALITY.

"Confidential Information” shall mean (i) this Agreement and any Software Products, intellectual property, know-how, show how, technical data, specifications, product capabilities, instructions, manuals, guides, systems, processes, designs, methods, practices, trade secrets, software, firmware, devices, diagrams, drawings, notes, sketches, videos, sales and technical bulletins, and all copies and electronic files thereof, and (ii) all other information, whether or not reduced to writing, relating to the design, creation, use, marketing, license, support and service related to the Digital Pen and Paper System, Software Products and associated Online Services, as well as any other information relating to the business of ExpeData that may be divulged to Customer that is not generally known in the trade and is confidential and/or proprietary to ExpeData.  No information or materials shall qualify as Confidential Informat ion if they (i) are or become, through no fault of the Customer, available to the public, (ii) are obtained by the Customer from a third party without breach of any agreement with, or obligation of confidentiality to, ExpeData, or (iii) are required by law or a court or government agency to be disclosed.

The Customer shall take all precautions to maintain the strict confidentiality of the Confidential Information, except to the extent (i) ExpeData authorizes the Customer in advance and in writing to disclose them; or (ii) the Confidential Information have become non-confidential in accordance with the provisions contained in the definition of Confidential Information of this Agreement.

The Confidential Information, including copies thereof, shall at all times remain the property of ExpeData or its licensors, if applicable.  Upon termination of this Agreement, the Customer shall promptly return to ExpeData or, at its request, will destroy all Confidential Information furnished to the Customer.

12.

DEVELOPMENT OF IMPROVEMENTS.

In the event Customers (“Developer”) develops or improves the Digital Pen and Paper System and associated Online Services or related methods or know-how (“Improvement(s)”), the Developer promptly shall fully-disclose and make the Improvement(s) immediately available to ExpeData (“Recipient”).  The Recipient exclusively shall own all Improvements.  The Developer shall have a non-exclusive, fully-paid up, royalty free, world-wide, perpetual, non-transferable license to such Improvements.  At Recipient’s expense, Developer shall sign and complete such assignments, agreements or other documents and shall take all actions as shall be necessary to confer upon Recipient, and to register in Recipient’s name, the sole ownership of Improvement(s) worldwide, as determined in Recipient’s discretion.

13.

TERMINATION OF LICENSE TO STANDARD FROM EXPEDATA.

Upon any termination, or expiration, of the License Agreement between Standard and ExpeData, ExpeData may (i) terminate this Customer Use and License Agreement, or (ii) assume or appoint a designee to assume the benefits and obligations in the performance of duties of Standard as delegated by this Customer Use and License Agreement.

{00295508.DOC;}- 21 -

EXHIBIT D

INTERNATIONAL ASSOCIATES

Europe and Scandinavia

U.K.

               Triple Arc

U.K.

  Communisis Plc (Pending)

Belgium

  Lijnco Speciaaldrukkerij

Germany

  Bartsch nb (Pending)

Switzerland

  Baumer, A.G.

Ireland

  Harvey Printers Limited

Central and South America

Argentina

  Ramon Chozas, S.A.

Brazil

  FESA, S.A.

Colombia

  FESA, S.A.

Panama

  FESA, S.A.

Peru

  FESA, S.A.

Uruguay

  Ramon Chozas, S.A.

Venezuela

  FESA, S.A.

North America

Canada

  The Data Group of Companies.

Mexico

  Formas Inteligentes, s. a. de c. v.

Pacific Region

Australia

     Print Media Group

Indonesia

     PT Jasuindo Tiga Perkasa Tbk

India

     Zircon Technologies Pvt. Ltd

Japan

     Dai Nippon Printing Co. Ltd.

New Zealand     Wickliffe, Ltd.

South Africa

     Lithotech Limited

Mauritius

     Masters Continuous Stationary

China

     Business Desire

China

     Matsuoka Shanghai Co. Ltd

{00295508.DOC;}- 22 -

EXHIBIT E

TERMS AND CONDITIONS OF REFERRAL RELATIONSHIP

A. REFERRAL PROCESS

1. In addition to reselling the Digital Pen and Paper System to Customers during the term of this Agreement Standard shall have the right to identify and to submit to ExpeData, for its consideration, proposed sales leads for the Digital Pen and Paper System to Persons in the Authorized Territory (“Potential Referral Customers”).  Each proposed sales lead shall be fully identified to ExpeData by Standard’s submission of a completed sales lead referral sheet (the “Sales Lead Referral Sheet”) which will set forth the name of the Referral Customer and the description of the proposed transaction,.  No Sales Lead Referral Sheet shall be considered unless Standard shall have had a personal meeting or a phone call (not including voice mail messages) with an employee of the potential Referral Customer with an ability to influence the decision to purchase the Digital Pen and Paper System.  As a condition to this being a Qualified Referral Customer, Standard,  upon the request of ExpeData, will reasonably support ExpeData’s sales efforts to such Qualified Referral Customer.

2. Within seven (7) days from receipt of a Sales Lead Referral Sheet related to a Qualified Referral Customer, ExpeData shall, in its sole discretion, either accept or reject the proposed sales lead .  ExpeData shall accept or reject the proposed sales lead by its execution and delivery to Standard of the Sales Lead Referral Sheet which shall indicate whether ExpeData has accepted or rejected the proposed sales lead.  If ExpeData has not notified Standard that it has either accepted or rejected a proposed sales lead within fifteen (15) days from its receipt of a Sales Lead Referral Sheet for a Qualified Referral Customer, the proposed sales lead shall be considered to have been rejected by ExpeData.  In such event, Standard shall still have the right to resell the Digital Pen and Paper System to such Referral Customer under the terms of the Agreement.

3.  If ExpeData accepts the referral, ExpeData shall be solely responsible for the performance of all obligations, covenants, agreements and warranties as contained in a written agreement between ExpeData and the Referral Customer.  All prices and terms and conditions of sale shall be determined in the sole discretion of ExpeData. Standard shall not have any authority to make any contract, agreement, warranty or representation to any Qualified Referral Customer on behalf of ExpeData.

B.

REFERRAL PAYMENTS

1.

During the term of the Agreement and for a period of one (1) year after the termination of the Agreement, ExpeData shall pay Standard, within thirty (30) days after the end of each calendar quarter, a referral payment (the “Referral Payment”) determined as a percentage of Referral Revenue actually received by ExpeData from the Qualified Referral Customers during such calendar quarter

2.

Referral Revenue shall mean services delivered by ExpeData to Qualified Referral Customers where the revenue  is collected by ExpeData from Qualified Referral Customers whom have executed and delivered a binding agreement or purchase order with ExpeData within one year of the submission of a Sales Lead Referral Service .

3.

The Referral Payment shall be calculated as follows:

ExpeData shall pay to Standard ten percent (10%) of the Referral Revenue actually received by ExpeData from a Qualified Referral Customer during the twelve (12) month period following the date of the first invoice issued by ExpeData to such Qualified Referral Customer for services supplied by ExpeData to such Qualified Referral Customer and five percent (5%) of the Referral Revenue actually received by ExpeData from a Qualified Referral Customer during the next forty eight (48) month period..    

{00295508.DOC;}- 23 -

With respect to the following International Associates, the Referral Payment shall be calculated as follows:

 (i) Lithotech:  Standard will not receive any amounts from ExpeData relating to Referral Revenue received based on the current contractual commitments with respect to the annual ASP hosting fees and annual maintenance fees. ExpeData shall pay to Standard five percent (5%) of the Referral Revenue actually received by ExpeData from Lithotech with respect to the sale of incremental ExpeData services beyond the current contractual obligations (e.g., per-pen or enterprise service fees, printing click fees, processing click fees) for a period of five (5) years from the Effective Date.

(ii) Print Media Group:  Standard will not receive any amounts from ExpeData relating to Referral Revenue received based on the current contractual commitments with respect to the annual ASP hosting fees and annual maintenance fees. ExpeData shall pay to Standard five percent (5%) of the Referral Revenue actually received by ExpeData from Print Media Group with respect to the sale of incremental ExpeData services beyond the current contractual obligations (e.g., per-pen or enterprise service fees, printing click fees, processing click fees) for a period of five (5) years from the Effective Date.

(iii) Ramon Chozas (pending deal): ExpeData shall pay to Standard ten percent (10%) of the Referral Revenue actually received by ExpeData from Ramon Chozas during the twelve (12) month period following the Effective Date for any services supplied by ExpeData to Ramon Chozas.  For the forty eight (48) month period thereafter, ExpeData shall pay to Standard five percent (5%) of the Referral Revenue actually received by ExpeData from Ramon Chozas.

C. AUDIT RIGHTS

ExpeData shall maintain complete and accurate financial records in accordance with GAAP relating to the Digital Pen and Paper Systems and associated Online Services rendered to International Associates.   At all times during the term of this Agreement and for two (2) years after the expiration or termination hereof for any reason, ExpeData shall maintain and furnish to Standard, on request, complete, accurate and current records reasonably required by Standard to evaluate ExpeData’s performance of, and compliance with, its obligations under this Agreement.  At all times during the term of this Agreement and for two (2) years after the expiration or termination hereof for any reason, ExpeData shall permit Standard, its agents and representatives to inspect ExpeData’s facilities and records during regular business hours on five business days’ notice for the purpose of ascertaining ExpeData’s performance of and compli ance with its obligations under this Agreement.  In the event any such audit reveals any shortfall in payment by ExpeData, ExpeData shall promptly pay any shortfall with interest as provided herein.  In the event any such audit reveals any overpayment by ExpeData to Standard, Standard shall promptly reimburse ExpeData for such overpayment with interest as provided herein.  In the event any such audit reveals an under payment  by ExpeData which is in error by 10% or more, in addition to paying any such shortfall, ExpeData promptly shall reimburse Standard fully for all reasonable costs related to such audit.

THE PROVISIONS OF THIS EXHIBIT E SHALL ONLY APPLY IN THE EVENT THAT STANDARD REFERS THE REFERRAL CUSTOMER TO EXPEDATA FOR THE SALE AND LICENSE OF THE DIGITAL PEN AND PAPER SYSTEM DIRECTLY FROM EXPEDATA TO THE REFERRAL CUSTOMER.  IN THE EVENT STANDARD RESELLS THE DIGITAL PEN AND PAPER SYSTEM TO THE REFERRAL CUSTOMER AS PERMITTED PURSUANT TO THE PROVISIONS OF THIS EXHIBIT E, THEN THE REMAINING PROVISIONS OF THIS EXHIBIT E SHALL NOT APPLY WITH RESPECT TO THAT REFERRAL CUSTOMER.

{00295508.DOC;}- 24 -

EXHIBIT F

EXPEDATA DIGITAL PEN AND PAPER PRICING AND DISCOUNTS

{00295508.DOC;}- 25 -

EXHIBIT G

INSURANCE REQUIREMENTS

 Commercial General Liability:

Required Coverage Limits

The following coverage shall have the following minimum limits, exclusive of defense costs, which shall be paid under the insurance policy outside the limits:

USD 2,000,000 General Annual Aggregate

USD 2,000,000 Products/Completed Operations Annual Aggregate

USD 1,000,000 Personal and Advertising Injury Annual Aggregate

USD 1,000,000 Each Occurrence

USD 5,000 Medical Payments

Extensions of Coverage

Duty to Defend

"Pay on behalf of" wording

Contractual Liability Coverage

Coverage (where permissible) for Punitive Damages, Fines and Penalties

Separation of Insured’s

Worldwide Coverage

{00295508.DOC;}- 26 -

EXHIBIT 4(d)

Federal Express

·

Point of sale system used in their walk-up facilities to capture shipping information and transfer information to the local point of sale register for expedited package drop-off.

·

Maintenance documentation for other than aircraft.

Bank of America

·

Account and credit card applications at remote events (e.g. trade shows or sporting events)

{00295508.DOC;}- 27 -

EX-99

Exhibit 99.7

ASSIGNMENT AND ASSUMPTION AGREEMENT

This Assignment and Assumption Agreement (the “Agreement”) is entered into effective as of April__, 2007 (the “Effective Date”) by and between THE STANDARD REGISTER CORPORATION, an Ohio corporation (“Assignor”), and EXPED, LLC, an Ohio limited liability company ("Assignee"), pursuant to the terms of the Asset Purchase Agreement dated the date hereof (the "Agreement") among Assignor, Assignee and DOUBLEDAY HOLDINGS, LLC, and for valuable consideration, the sufficiency and receipt of which are hereby acknowledged, Assignor and Assignee agree as follows:

1.

Assignment.

Assignor assigns and transfers to Assignee all of Assignor’s right, title and interest in and to the Assumed Liabilities (as defined in the Agreement).

2.

Assumption.

Assignee accepts the assignment and transfer of the Assumed Liabilities and assumes and agrees to perform and observe all of the terms, conditions, obligations and covenants required to be performed and observed by the Assignor under the respective Assumed Liabilities from and after the Effective Date.  

3.

Binding Agreement.

This Agreement shall be binding upon and shall operate to the benefit of the parties hereto and their respective successors and assigns.

4.

Agreement.

Nothing contained in this Assignment and Assumption Agreement shall be deemed to supersede or expand any of the obligations, agreements, covenants or warranties of Seller in the Agreement.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the Effective Date.          

THE STANDARD REGISTER COMPANY

By:

______________________________

Its:______________________________

EXPED, LLC

By:

______________________________

Its:______________________________

{00294903.DOC;2}

EX-99

Exhibit 99.8

GENERAL ASSIGNMENT AND BILL OF SALE

THE STANDARD REGISTER CORPORATION, an Ohio corporation (“Seller”), for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and pursuant to, and in accordance with, the Asset Purchase Agreement dated as of the date hereof (the “Asset Purchase Agreement”) among EXPED, LLC, an Ohio limited liability company ("Purchaser”),  DOUBLEDAY HOLDINGS, LLC, an Ohio limited liability company ("DoubleDay"),  and Seller (unless otherwise defined herein, terms defined in the Asset Purchase Agreement are used herein as therein defined) and notwithstanding that certain of the Assets may be transferred, assigned or conveyed by separate and specific deeds or other instruments of transfer, assignment or conveyance, by these presents does hereby sell, assign, transfer and convey to Purchaser all of Seller’s right, title and interest in, to and unde r the Assets.

Seller hereby agrees that it shall, at any time and from time to time after the date hereof, upon the request of Purchaser, do, execute, acknowledge, deliver or file, or cause to be done, executed, acknowledged, delivered or filed, all such further acts, deeds, transfers, conveyances or assignments as may be reasonably requested by Purchaser for better transferring, conveying or assigning to Purchaser any of the Assets.

Nothing contained in this Bill of Sale shall be deemed to supersede or expand any of the obligations, agreements, covenants or warranties of Seller in the Asset Purchase Agreement.

This Bill of Sale shall be governed by and construed in accordance with the laws of the State of Ohio, without regard to any conflict-of-laws provisions thereof.

IN WITNESS WHEREOF, the Seller has caused this Assignment to be executed effective as of April __, 2007.

THE STANDARD REGISTER COMPANY

By:  ______________________________

Its:  ______________________________

{00294775.DOC;}

EX-99

Exhibit 99.9

ASSIGNMENT OF INTELLECTUAL PROPERTY

WHEREAS, The Standard Register Company, a corporation organized under the laws of the state of Ohio, having its principal offices at 600 Albany Street, Dayton, Ohio, 45408 (hereinafter referred to as Assignor), is the sole owner of the entire right, title and interest in and to the intellectual property set forth on the attached Schedule; and

WHEREAS, Exped, LLC, a limited liability company organized under the laws of the state of Ohio, having its principal offices at 6450 Sand Lake Drive, Dayton, Ohio 45414, (hereinafter referred to as Assignee), is desirous of acquiring the entire right, title and interest in and to the said intellectual property, together with the goodwill of the business in connection with which said intellectual property is used.

NOW, THEREFORE, in consideration of One Dollar and other good and valuable consideration, the receipt of which is hereby acknowledged, said Assignor has sold, assigned and transferred, and by these presents does sell, assign and transfer unto Assignee the entire right, title and interest in and to the intellectual property, and in and to the goodwill of the business in connection with which said intellectual property is used, the same to be held and enjoyed by the said Assignee, for its own use and benefit, and for the use and benefit of its successors, assigns or other legal representatives to the full end of the term for which said intellectual property has been granted or will be granted, as fully and entirely as the same would have been held and enjoyed by said Assignor, if this assignment and sale had not been made; together with all claims for damages by reason of past infringement of said intellectual property, with the right to sue for, and

-1-

{00295411.DOC;}

collect the same for its own use and benefit, and for the use and benefit of its successors, assigns and other legal representatives.  

Assignor agrees that it shall render all reasonable assistance to Assignee, and will, from time to time, execute all instruments and documents necessary to maintain, preserve or protect the Intellectual Property and to perfect the record title of Assignee in and to the Intellectual Property.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

-2-

{00295411.DOC;}

IN WITNESS WHEREOF, said Assignor has caused these presents to be signed by its duly authorized officer below named this _____ day of ____________________,

2007.

The Standard Register Company

By _________________________________

Its _________________________________

State of Ohio

:

: ss

County of  ______________

:

On this _______ day of _______________, 2007, before me, a Notary Public, personally appeared ______________________, to me known to be the _____________________________ of The Standard Register Company, and also known to me to be the person who executed the foregoing assignment on behalf of The Standard Register Company and acknowledged to me that such entity executed the same.

______________________________

Notary Public

-3-

{00295411.DOC;}

SCHEDULE

U.S. TRADEMARK REGISTRATIONS

           TRADEMARK           

REG. NO.

REG. DATE

EXPEDATA

3,013,928

11/08/2005

EXPEDATA & Design

2,942,792

04/19/2005

TRADEMARKS

The mark EXPEDATA or any similar derivation or variation thereof and all goodwill related to mark EXPEDATA as used with and in the Business.

Any other name, logo, or identifying mark used by The Standard Register Company in the Business and all goodwill related thereto.

FOREIGN TRADEMARK REGISTRATIONS

TRADEMARK

COUNTRY

REG. NO.

ISSUED

EXPEDATA

Canada

669957

08/15/2006

EXPEDATA & Design

Canada

675637

10/26/2006

EXPEDATA

CTM

003815602

06/29/2006

EXPEDATA

¹Int. Register

830483

04/29/2004

EXPEDATA & Design

²Int. Register

833695

04/29/2004

________________________

¹designated countries:  Australia, China, Japan, Monaco, Norway, Romania, Singapore, South Korea, Switzerland.

²designated countries:  European Community

-4-

{00295411.DOC;}

FOREIGN TRADEMARK APPLICATIONS

TRADEMARK

COUNTRY

SERIAL NO.

FILED

EXPEDATA

Argentina

2728800

02/13/2007

EXPEDATA

Mexico

836496

02/15/2007

EXPEDATA

South Africa

not yet known

not yet known

U. S. PATENT APPLICATIONS

TITLE

SERIAL NO.

FILED

Real Time Variable Digital Paper

10/925533

08/25/2004

Patten Generating Fonts and Sheets of

10/935603

09/07/2004

   Writing Material Bearing Such Fonts

System and Method for Automated Reading

11/443302

05/30/2006

   of Handwriting

Digital Writing Personal Communication

60/860035

11/20/2006

   System

FOREIGN PATENT APPLICATIONS

TITLE

COUNTRY

SERIAL NO.

FILED

Real Time Variable Digital Paper

Australia

2004279030

09/07/2004

Real Time Variable Digital Paper

Brazil

PI0414395-7

09/07/2004

Real Time Variable Digital Paper

Canada

2535042

09/07/2004

Real Time Variable Digital Paper

Japan

2006-526926

09/07/2004

Real Time Variable Digital Paper

South Africa

2006/01944

09/07/2004

Real Time Variable Digital Paper

EPO

04783198.7

09/07/2004

-5-

{00295411.DOC;}

EX-99

Exhibit 99.10

ASSIGNMENT OF COPYRIGHTS

This Agreement is made this      day of               , 2007, between The Standard Register Company, ("Assignor"), a corporation of the State of Ohio having a place of business at 600 Albany Street, Dayton, Ohio 45408, and Exped, LLC, ("Assignee"), a limited liability company organized under the laws of the State of Ohio, having a place of business at 6450 Sand Lake, Dayton, Ohio 45414.

WHEREAS Assignor is the owner of the Copyrights listed on the attached Schedule, (hereinafter, the “Works”); and

WHEREAS, Assignee desires to acquire the entire right, title and interest in and to the Works, together with the goodwill of the business in connection with which said Works are used.

Now, therefore, in consideration of good and valuable consideration paid by Assignee to Assignor, the receipt of which is hereby acknowledged, Assignor hereby assigns and quitclaims to Assignee all right, title and interest that it has in and to the Works, including copyright therein and the right to bring suit for past infringement.  Upon Assignee's request, Assignor will execute, or cause to be executed, and deliver to Assignee all further documents, and will perform all other acts required to transfer to Assignee all rights to the Works, and to enable Assignee, at its expense, to register copyright in the name of Assignee under the laws of the United Sates and foreign countries.

1

{00295414.DOC;}

Assignor:

The Standard Register Company

By _______________________

Its _______________________

Date _______________________

State of Ohio

:

:  ss

County of

:

On this          day of                         , 2007, before me a Notary Public in and for the above County and State, personally appeared the above named ____________________, to me known to be the _______________________________of The Standard Register Company, and also known to me to be the person who executed the foregoing assignment on behalf of The Standard Register Company and who acknowledged to me that such entity executed the same.        

________________________________

Notary Public

2

{00295414.DOC;}

SCHEDULE

Expedata® ASP Digital Writing Suite and Enterprise System

Expedata® Digital Pen and Paper Software and End User Software

Expedata® Signature Capture Application

Advertising: "You're already using a pen, this one just works harder." (Electronic Copy.)

Advertising: "Funny, it doesn't look like a database." (Electronic Copy.)

Advertising: "Enter Data"  (Electronic Copy, various versions.)

Advertising: "Capturing signatures has never been more rewarding." (Electronic Copy).

Brochure [BlackBerry]: "Peripheral Devises: Optimize Field Service." Eight pages. (Electronic Copy.)

Brochure: "Digital Solutions: ExpeData Digital Pen and Paper For Clinical Trials." 2005. Two pages. Form No. 1981. (Electronic Copy and published as web document entitled "Clinical Trials," at http://www.expedata.net/resource/collateral/ExpeDataClinicalTrialsBrochure.pdf.)

Brochure: "Pharmaceutical: Drug Sample Tracking Solutions." 2003. Four pages. Form No. 4125. (Electronic Copy.)

Brochure: "Digital Solutions: ExpeData Digital Print Capability." Four pages. Form No. 5487. (Electronic Copy.)

Brochure: "Digital Solutions: ExpeData Digital Writing ASP." 2005. Four pages. Form No. 5485-POD. (Electronic Copy and published as web document entitled "ExpeData Digital Writing ASP," at http://www.expedata.net/resource/collateral/ExpeDataDigitalWritingASPbrochure5485.pdf.)

Brochure: "Digital Solutions: ExpeData Digital Writing for Field Service." 2007. Two pages. Form No. 2590-POD. (Electronic Copy.)

Brochure: "Digital Solutions: ExpeData Digital Writing Solution Handwriting Interpretation Service." 2005. Two pages. Form No. 5482-POD. (Electronic Copy.)

Brochure: "Digital Solutions: ExpeData Digital Writing for Home Healthcare." 2007. Two pages. Form No. 2592-POD. (Electronic Copy.)

3

{00295414.DOC;}

Brochure: "Digital Solutions: ExpeData Digital Writing solutions." 2007. Four pages. Form No. 5467. (Electronic Copy.)

Brochure: "Digital Solutions: ExpeData Digital Pen and Paper." 2004. Two pages. Form No. 2239. (Electronic Copy.)

Brochure: "Digital Solutions: ExpeData Digital Writing and BlackBerry Solutions for Field Service. 2006. Two pages. Form No. 2851-POD. (Electronic Copy.)

Brochure: "Digital Solutions: ExpeData Digital Writing and BlackBerry Solutions for Healthcare." 2006. Two pages. Form No. 2852-POD. (Electronic Copy and published as web document entitled "ExpeData Digital Writing and BlackBerry Solutions for Healthcare," at http://www.expedata.net/resource/collateral/ExpeDataBlackBerryHealthcare.pdf.)

Brochure: "Digital Solutions: The ExpeData Signature Capture Solution for BlackBerry." 2006. Two pages. Form No. 2852-POD. (Electronic Copy and published as web document entitled "EDS06002 Tradeshow Broch9" at http://www.expedata.net/newsevents/documents/SignatureCapture_BlackBerry.pdf.

Brochure: "Digital Solutions: ExpeData Digital Writing Variable Data on Demand." 2005. Two pages. Form No. 5483-POD. (Electronic Copy and published as web document entitled "Variable Data," at http://www.expedata.net/resource/collateral/ExpeDataVariableDataOnDemandbrochure5483.pdf.)

Brochure: "ExpeData Digital Solutions: Crop Protection and Life Science Company." 2006. Three pages. Form 2853-POD. (Electronic Copy and published as web document entitled "EDS06007 Indigo Ice Case Study 5," at www.expedata.net/newsevents/documents/IndigoIceCaseStudy.pdf.)

Marketing/Article; InfoTrends White Paper: "Production Workflow Solutions Consulting Service." July 11, 2006. Nine pages. (Electronic Copy.)

Marketing/Article; White Paper: "Overcoming the Adoption Challenge; Enabling a More Productive and Customer-Focused Sales Force." 2005. Thirteen pages. (Electronic Copy.)

Advertising [Sprint]: "Mobile Public Worker - Digital Writing Solution: Write it down." 2006. One page. Form No. P065427. (Electronic Copy and published as web document entitled "Write it down. Write it once." at http://www.expedata.net/resource/collateral/Sprint-IBM_DigitalPen.pdf.)

Brochure [BlackBerry]: "Field Service Partners: Field Service at WES."

4

{00295414.DOC;}

EX-99

Exhibit 99.11

DOMAIN NAMES AND WEBSITE ASSIGNMENT

This DOMAIN NAMES AND WEBSITE ASSIGNMENT (“Agreement”), dated as of this ____ day of April, 2007 (the “Effective Date”), by and between THE STANDARD REGISTER COMPANY, an Ohio corporation (“Assignor”), and EXPED, LLC, an Ohio limited liability company (“Assignee”).

WITNESSETH

WHEREAS, Assignor is the record owner of the domain names "expedata.com" and "expedata.net" (the “Domains”); and

WHEREAS, Assignor is the owner of the website associated with the Uniform Resource Locator http://www.expedata.net (the “Website”), and all rights in and to the Website; and

WHEREAS, pursuant to the ASSET PURCHASE AGREEMENT (the “APA”), dated as of April __, 2007, Assignor sold and conveyed to Assignee, and Assignee purchased from Assignor and paid for, upon the terms and conditions set forth in the APA, the Domains and Website; and

WHEREAS, pursuant to the APA, Assignor has agreed to assign to Assignee the Domains and the Website; and

WHEREAS, Assignee will be solely responsible for maintaining and operating the Domains and the Website as of the Effective Date; including all costs associated therewith; and

WHEREAS, in order to effectuate the transfer of the Domains and Website, Assignor will prepare, execute, and assist in filing all required documents, including all documentation required by the domain name registrar Network Solutions as well as any additional assignment or transfer document(s) required by Assignee.

NOW THEREFORE, in consideration of the foregoing and the payment, and other valuable consideration, as set forth in the APA, the receipt and sufficiency of which is hereby acknowledged, Assignor and Assignee, intending to be legally bound, agrees as follows:

I.  Representations and Warranties.  

a)

Assignor represents and warrants that:

i)

there are no actions, claims, suits or proceedings pending or threatened against the Domains or the Website;

ii)

there are no encumbrances of any kind on the Domains or the Website;

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iii)

Assignor has all rights necessary to transfer the Domains and the Website as contemplated hereunder;

iv)

Assignor shall not challenge Assignee’s rights in the Domains or the Website; and

v)

Assignor shall not challenge Assignee’s rights in the Domains or the Website, any domain names or designations similar to the Domains, or any websites similar to the Website; and

vi)

The content for the Website does not infringe on the copyright, patent or any other proprietary right of any third party.  

II.  Assignment of Domains.  

a)

Assignor hereby sells, conveys, transfers and assigns to Assignee, and its successors and assigns, Assignor’s entire right, title and interest in and to the Domains, all rights and benefits pertaining to the same, together with the goodwill associated with the Domains, and the right to institute and prosecute all suits and proceedings and take all actions that Assignee, in its sole discretion, may deem necessary or proper to collect, assert, or enforce any claim, right or title of any kind in and to the Domains.  Assignor and Assignee agree to execute, concurrently with the execution of this Agreement, all forms or documents as may be necessary to secure such rights in Assignee; whether such forms are in paper, electronic, digital, or other form.  

b)

Assignor agrees to deliver to Assignee a completed, executed and notarized copy of this Agreement.  In addition, Assignor agrees to either:

i)

deliver to Assignee completed and executed copies of all transfer of registrant agreements required by the registrar associated with the Domains, to transfer the registrant for the Domains, and all other related and required documents; or

ii)

work with Assignee and cooperate in completing any online or electronic transfer forms and confirmations of transfer as required by the registrar associated with the Domains, in order to transfer the registrant for the Domains; including without limitation, providing any passwords or identifications that may be required to gain access to the records for the Domains.

III.  Assignment of Website.

a)

Assignor hereby assigns to Assignee all right, title and interest in and to the content of the Website, including, without limitation, all copyrights, patents, trade secrets, or other intellectual property rights, together with all copyrights subsisting in works derivative thereto; as well as the text, photographs, video, pictures, animation, audio, sound recordings, source code, object code, and all other works of authorship therein.  

b)

Assignor also assigns to Assignee the right to sue for past infringements in connection with the Website.

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IV.  Further Assurances.

a)

As reasonably requested from time to time by Assignee, Assignor shall execute any additional documents, instruments or conveyances of any kind which may be necessary to carry out any of the provisions of this Agreement, including, without limitation, putting Assignee in full possession and operating control of the Domains.

V.  Use and/or Registration of Similar Names.

a)

Assignor agrees not to use and/or register any other domain names, designations, trade names, trademarks or service marks similar to the Domain, or any term confusingly similar thereto, for any reason, without prior written consent of Assignee.

VI.  Use and/or Registration of Similar Websites.

a)

Assignor agrees not to use and/or register any other websites similar to the Website, or any website confusingly similar thereto, for any reason.

VII.  Indemnity.  

a)

Assignor agrees to defend, indemnify and hold harmless Assignee against liabilities arising out of any claims that the Website and/or the Domains infringe(s) on the proprietary rights of any third party, arising out activities prior to the date of closing of the APA.

VIII.  Miscellaneous.  

a)

This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.  

b)

This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Ohio without regard to the conflict of law rules thereof.  

c)

Waiver by either party of a breach of any provision hereof shall not be construed as a waiver of any subsequent breach thereof or of any other provision.  

d)

If any provision of this Agreement is held to be illegal, invalid or unenforceable under any law, rule or regulation, such provision shall be fully severable from the Agreement.  The remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom.

e)

This Agreement constitutes the entire agreement between the parties with regard to the subject matter contained herein.  This Agreement shall not be modified except in writing signed by the parties.

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f)

The individual signatories hereto each personally warrants that he or she is empowered and authorized to enter into this agreement and/or sign on behalf of his or her respective corporation, and that entry into this Agreement was authorized in the manner required by applicable law.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be effective as of the day and year first above written.

Assignor:

THE STANDARD REGISTER COMPANY

By:

____________________________

Name:

____________________________

Title:

____________________________

Assignee:

EXPED, LLC

By:

____________________________

Name:

____________________________

Title:

____________________________

STATE OF OHIO

)

)  ss.:

COUNTY OF

MONTGOMERY

)

On this ___ day of April, 2007, before me personally came _______________________, to me known, who being by me duly sworn, did depose and say that he is the ___________________ of THE STANDARD REGISTER COMPANY, an Ohio corporation, and that he signed in the name of said corporation pursuant to authorization granted by said corporation.

____________________________________

Notary Public  

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STATE OF OHIO

)

)  ss.:

COUNTY OF

MONTGOMERY

)

On this ___ day of April, 2007, before me personally came ­_______________________, to me known, who being by me duly sworn, did depose and say that he is the ___________________ of EXPED, LLC, an Ohio limited liability company, and that he signed in the name of said company pursuant to authorization granted by said company.

____________________________________

Notary Public  

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