Printing Contract - Interweb Printing Inc. and General Media Communications Inc.
[TRANSCONTINENTAL LOGO]
PRINTING CONTRACT
BETWEEN: Transcontinental Printing
(Interweb Printing Inc.)
[The Printer]
AND: General Media Communications, Inc.
[The Customer]
This contract shall become effective on January 1st, 2001 and sets forth the
terms and conditions by which Interweb Printing Inc., having its head office at
1603 Montarville Boulevard, Boucherville, Quebec, J4B 5Y2 (hereinafter referred
to as the [Printer]), shall supply the products and services specified
hereinafter to General Media Communications Inc., having its head office at 11
Penn Plaza, 12th Floor, New York, NY 10001, USA (hereinafter referred to as the
[Customer]).
Additional terms and conditions of this contract are contained on pages 1, 2, 3,
4 and 5 and schedules [A] and [B] initialized by the parties hereto.
THE PARTIES HERETO AGREE AS FOLLOWS
1.0 TERMS AND CONDITIONS OF CONTRACT
1.1 The term of this agreement shall be three (3) years, unless sooner
terminated as provided below. This agreement shall be effective
beginning January 1st, 2001 (effective date) and expires January 1st,
2004.
1.2 The price structure in Schedule [A] shall be effective on January
1st, 2001 and for a period of one (1) year thereafter, except for the
changes described in section 3.4.
1.3 In the event either of the parties should become insolvent or
bankrupt, the other party shall be entitled to terminate this
Contract on no less than thirty (30) days' written notice to the
other party or to its estate or successor.
1.4 Subject to the remainder of this agreement, upon termination, the
Customer shall not be liable for any of the Printer's costs: (a)
incurred or ordered after notice; (b) which can be cancelled at no
loss to the Printer, or (c) in excess of the out-of-pocket loss to
the Printer of any unused items sold to other customers or third
parties or returned to suppliers. In any event, Printer's costs will
only include normal manufacturing expenses.
2.0 STATUS OF WORK
2.1 The [Customer] retains the services of the Printer to print the
following publications: The Canadian Edition of Penthouse Magazine,
Forum, Variations and Forum and Variations Specials. The Printer
hereby undertakes to perform all services necessary to print, bind,
package and ship the publications on a monthly basis in accordance
with the Customers's specifications as communicated in writing from
time to time and as may be set forth in the schedules to this
Contract. Notwithstanding any other actual or apparently conflicting
language in this Contract, the Printer will maintain at minimum the
high graphic standards of the United States editions, copies of which
are annexed to this Contract as examples.
Page 1 of 6
<PAGE>
[TRANSCONTINENTAL LOGO]
2.2 This contract shall apply exclusively to the printed products
mentioned in Section 2.1 hereof. Any other products published by the
Customer, which are not included herein, shall be negotiated between
the Printer and the Customer.
2.3 Printing shall be scheduled to take place during the Printer's normal
business hours, namely from 7:00 p.m. on Sunday to 7:00 p.m. on
Saturday.
2.4 The Customer will supply the paper to print the publications in
accordance with the paper usage chart, which is attached as Schedule
A. The Printer shall furnish to the Customer no later than the 15th
of each month a written accounting of all paper received from the
Customer and consumed during the previous month and all of the
remaining stocks. The Printer shall take a physical inventory every
six months during the term of this Contract and shall promptly supply
the results in writing to the Customer, which may audit such
inventory report at any time upon four (4) business days' notice to
the Printer. Should the paper consumption exceed that set forth in
Schedule B the Printer shall upon completion of such accounting, at
Printer's option, reimburse the Customer for such excess either in
kind or at the same price per pound, at a rate equal to the average
cost of said paper during the accounting period. In the event of a
net under consumption, the Customer agrees to pay the Printer an
amount equal to one-half of the cost of the paper so under consumed,
computed at the same rates. The value of under consumption, if any,
of one kind or weight of the paper shall be used as a credit against
over consumption, if any, of other kinds/weights of paper. Printer
shall store up to three months' paper requirements for the printing
of the four (4) publications on its premises, at no cost to the
Customer.
2.5 The printer agrees to produce and maintain high quality
standards of reproduction consistent with industry SWOP standards.
The Printer shall bear the cost (including paper and ink) of
make-goods caused by any error or omission attributable to the
Printer. Repeated errors, or repeated failure to correct errors, will
entitle the Customer to cancel this Contract on thirty (30) days'
notice.
3.0 PRICE AND PAYMENT
3.1 The Customer undertakes to comply with the terms and conditions of
sale described in the attachments.
3.2 The prices mentioned in Attachment A, W-24375 A and B include plates
making, printing, binding, and mail preparation work and all other
services necessary to print, bind, package and ship the four (4)
publications.
3.3 The Customer shall be invoiced based on the number of copies ordered
and delivered as described in Section 4.1.
3.4 Should there be an increase or reduction in the price of paper, the
Printer may increase or reduce the prices as follows:
3.4.1 The increase in the Customer's costs shall be no greater than
the actual increase in the cost incurred by the Printer.
3.4.2 The Customer shall be notified fifteen (15) days in advance.
Page 2 of 6
<PAGE>
[TRANSCONTINENTAL LOGO]
3.4.3 The Printer shall provide all supporting documentation with
the notification provided for in section 3.4.2 above.
3.4.4 Labor and administrative costs shall be increased or decreased
every twelve (12) months, commencing January 1st, 2002 based
on the variation of the Consumer Price Index as reported in
the Toronto Star for Eastern Canada over a base level which
shall be that Consumer Price Index as of January 1st, 2001,
and thereafter each increase or decrease shall have as its
base the January 1st, level of the preceding year.
4.0 TERMS AND CONDITIONS
4.1 The Customer shall issue a purchase order for each issue including the
print run, the nature of the work, the final quantities and provide
shipping documentation. The Customer shall issue this purchase order
to the Printer no later than fifteen (15) days prior to the scheduled
press run start as agreed on by the parties.
4.2 The Printer shall submit one invoice for each issue. The invoice shall
specify in detail satisfactory to the Customer the services performed
and the prices charged. The terms are net thirty (30) days. The date
of the invoice will be the last day of the shipping cycle.
4.3 Production schedules shall be prepared and approved by both parties.
4.4 The Printer will store finished copies of the four (4) publications
for thirty (30) days following completion of shipping at no additional
cost to the Customer; thereafter, such copies shall be shipped at the
Customer's direction and expense to a facility designated by the
Customer. Failing the Customer's instructions the Printer may destroy
such copies but will give the Customer fifteen (15) days' notice
before doing so.
4.5 In furtherance and not in derogation of the Printer's obligation of
due care toward the Customer's property, the Printer shall cover by
insurance the values added by the Printer in the form of raw
materials, labour, and overhead, against fire, extended coverage
perils, vandalism, malicious mischief and sprinkler leakage. The
Customer will similarly insure its property while on the Printer's
premises. The Customer will also insure its paper throughout the
printing process (except waste paper). All waste paper shall become
the Printer's property.
4.6 Risk of loss or damage to the finished work shall pass to the Customer
upon delivery to a common carrier F.O.B. the Printer's shipping dock.
4.7 Neither the four (4) publications nor any material furnished by the
Customer shall be subject to any lien(s) of the Printer or the
Printer's creditors of any kind or nature whatsoever, and the Printer
hereby waives any rights under statute or otherwise to assert any
liens on or otherwise distrain the Customer's property, work in
progress or the finished product. The Printer will take all steps
prescribed by law to protect the Customer's interests as they may
appear upon any levy or attempted levy by the Printer's creditors on
the Customer's property or any finished work or work in progress; the
Printer shall expeditiously seek to remove any such lien and in any
event shall hold the Customer entirely harmless therefrom.
Page 3 of 6
<PAGE>
[TRANSCONTINENTAL LOGO]
4.8 The Printer shall use its best efforts to keep confidential
the contents of each issue of the four (4) publications prior
to general public distribution.
4.9 Customer may terminate this agreement as to any magazine
effective on written notice if it discontinues publication of
such magazine.
4.10 Customer shall be entitled to terminate this Agreement,
notwithstanding the provisions of paragraph 1.1 above:
4.10.1 Upon written notice, if printer consistently falls
below the standard of quality required by paragraph
2.1 above as provided in paragraph 2.5 above;
4.10.2 Upon the happening of an event of force majeure which
prevents or substantially hinders Printer's full
performance hereunder (force majeure being defined as
an event the non-occurrence of which is relied upon by
both parties for the performance of the contract and
includes but is not limited to: strikes, war, fire,
flood, Acts of God and any other unforeseen event of
the same or a different nature not necessarily within
the control of either party), Customer shall have the
right to immediately remove the work from Printer and
have the magazine printed elsewhere. Should the event
of force majeure continue for more than forty-five
(45) days Customer shall have the right to cancel this
Agreement as to any or all magazines.
4.10.3 As specified in paragraph 6.2 below.
4.11 Either party shall have the right to terminate this agreement
for a material breach which remains uncured more than thirty
(30) days after written notice and demand to cure is received
specifying the breach; such termination shall be by written
notice effective thirty (30) days after receipt; provided
always that if in Customer's reasonable business judgement
Printer's breach substantially impairs Customer's ability to
distribute its magazines on time Customer shall have the right
immediately to move the work elsewhere as to any or all
magazines. In any event, upon termination for any cause
whatsoever Printer will cooperate fully with Customer in the
transition process to a new printer.
5.0 LIABILITY FOR CONTENT
5.1 The Customer will indemnify and hold the Printer harmless from
and against any claims, demands, suits, actions, costs, loss
or judgements, including reasonable attorney's fees, for
libel, defamation of character, copyright or trademark
infringement, invasion of right of privacy or publicity, or
patent infringement by any person, firm or entity against the
Printer arising out of any material delivered by the Customer
or supplied on its behalf to the Printer and used by the
Printer in producing the four (4) publications.
5.2 In like manner the Printer shall indemnify and hold the
Customer harmless from and against any claims, demands, suits,
actions, costs, loss or judgements, including reasonable
attorney's fees, for libel, defamation of character, copyright
or trademark infringement, invasion of right of privacy or
publicity, or patent infringement, by any
Page 4 of 6
<PAGE>
[TRANSCONTINENTAL LOGO]
person, firm or entity against the Customer arising out of any act or
omission of the Printer in performing its services hereunder.
5.3 No indemnification promised in sections 5.1 or 5.2 above shall be
effective unless the indemnified party shall have given prompt notice
of any indemnifiable claim to the indemnifying party. Thereafter the
indemnifying party shall at its sole cost and expense defend the claim
by counsel of its choosing reasonably acceptable to the indemnified
party or at its option instruct the indemnified party to defend but at
the indemnifying party's expense. Nothing herein shall prevent any
indemnified party from retaining its own counsel at its own expense to
advise it or to elect to defend with its own counsel but in such event
such defense shall be at the indemnified party's sole expense and risk
of liability. No indemnitor shall conclude a settlement binding on an
indemnitee party absent the consent of the indemnitee. Should an
indemnitee elect to settle or compromise any claim solely as to itself
without permission of the indemnitor, the indemnitor shall thereafter
have no further obligations toward the indemnitee.
6.0 DISPUTED INVOICES
6.1 The Customer shall not be obligated to pay any portion of any invoice,
which it disputes in good faith. The Customer shall have sixty (60)
days from the receipt of such invoice to notify the Printer in writing
of any items which it disputes and shall specify its grounds therefor.
Thereafter the parties shall attempt during the next thirty (30) days
to attempt to resolve the dispute among themselves in good faith,
failing which the dispute shall be submitted to arbitration in the
City of New York by the American Arbitration Association according to
its rules then in effect. Judgement of the arbitrators may be entered
against the losing party in any court of competent jurisdiction and
enforced as provided by law. In no event shall dispute of an invoice
by the Customer be deemed a breach of this Contract or entitle the
Printer to stop work.
6.2 Notwithstanding anything in this Contract to the contrary, the
Printer's continued failure, for any reason expressly including events
of force majeure and / or matters not within the control or due to the
fault of the Printer, to produce the four (4) publication or to
produce them timely in accordance with the production schedule
submitted by the Customer shall entitle the Customer, on thirty (30)
days' notice, to terminate this Contract and take the work elsewhere.
7.0 MISCELLANEOUS
7.1 Any amendments to this Contract shall only be valid if in writing
signed by Printer and Customer. This Contract shall not be assigned by
either party without the written consent of both parties, except that
the Customer may assign it to a wholly owned subsidiary of the
Customer or to an affiliate of the Customer which is under common
ownership and control with the Customer.
Page 5 of 6
<PAGE>
[Transcontinental Logo]
7.2 This contract and the rights of the parties to it shall be
governed by the law of the State of New York, USA, applicable to
contracts made and wholly to be performed therein without regard
to the conflicts of laws and rules thereof. No lawsuit arising
out of the execution, formation, terms, performance or breach of
this Contract shall be brought except in courts physically
located in New York County, New York, and the parties hereto
expressly consent to the personal jurisdiction of such courts
over all such litigation and all matters whatsoever relating to
or arising out of this Contract. This Contract and the attached
schedules contain the sole understanding and agreement of the
parties concerning the subject matter hereof, all prior
negotiations, conversations, understandings and agreements,
whether oral or written, being merged herein.
7.3 Notice where required shall be given to each party at its address
first set forth above, or to its telefacsimile number, and shall
be effective on receipt if by telefacsimile or by express service
which requires a signed receipt, and otherwise three days from
the date of mailing. Regular mail shall be sent first-class,
postage prepaid.
IN WITNESS WHEREOF the parties have signed in __________________ this __________
day of _______________2001.
GENERAL MEDIA COMMUNICATIONS INC. TRANSCONTINENTAL PRINTING
(Interweb Printing inc.)
/s/ John C. Prebich /s/ Laurent Walker
------------------------------- -------------------------------
NAME JOHN C. PREBICH NAME
TITLE PRESIDENT/COO TITLE Sales Support
/s/ John D. Orlando
-------------------------------
NAME JOHN D. ORLANDO
TITLE SENIOR VP/CFO
Page 6 of 6
<PAGE>
[LOGO TRANSCONTINENTAL PRINTING]
Quote No: W-24375-A - Page 1
Date: July 21st, 2000
GENERAL MEDIA
C/O Mr. Hal Halpner Tel.: (212) 702-6000
277 Park Avenue Fax.: (212) 702-6262
New York, N.Y. 10172-0003
================================================================================
We are pleased to be submitting this quote which, we believe, will permit us to
serve you.
We are offering you the manufacturing charges of 1 issue for a long term
contract.
================================================================================
**VARIATIONS**
QUANTITY: 250,000 copies (1 lot)
OVERS: 2%
SIZE: 5 1/4" x 8 1/8"
PAGES: Cover: 4 pages
Inside: 144 pages
PAPER: Cover: 8 pts C2S (supplied)
Inside: 128 pages on 40 # coated (supplied)
16 pages on 40 # uncoated (supplied)
INK: Cover: 4 color process + 1 P.M.S.
Inside: 4 color process, except the 16 pages
Printed on uncoated, black + 1 P.M.S.
(P.51 to 54 + 59 to 62
67 to 70 + 75 to 78)
BINDERY: Perfect bound
PACKAGING: Delivered on skids
DELIVERY: F.O.B.: our plant
(Courier services: extra)
MATERIAL SUPPLIED: Final films single page with central cross marks on 4
sides of the page along with one set of blueprints
duly signed and appropriate colorproofs. Confirmation
of data & quantity to be printed must be indicated on
blueprints.
PRICE IN USD:
<Table>
<Caption>
PREPRESS
<S> <C>
Process a postscript file, ripping and
imposition of pages for CTP plates at
/page
Bluelines 888 pages at /page
COVER
Basic Makeready - Cover
Running at /M (ink included)
TEXT
Makeready - 144 pages
Running - /M (ink included)
Plate changes - 12 at /ea.
</Table>
Contract revised: January 9, 2001
ISO 9002
FO0305
INTERWEB PRINTING INC. Revised: 03-30-94
1603 Montarville Blvd. TELEPHONE: (450)655-2801
Boucherville, Quebec J4B 5Y2 Fax: (450)641-3650
<PAGE>
[LOGO TRANSCONTINENTAL PRINTING]
Quote No: W-24375-A - page 2
Date: July 21st, 2000
GENERAL MEDIA
C/O Mr. Hal Halpner Tel.: (212) 702-6000
277 Park Avenue Fax.: (212) 702-6262
New York, N.Y. 10172-0003
================================================================================
<Table>
<Caption>
BINDERY
<S> <C>
Makeready
Running at /M
Version change 1 at /each
Cut and Score covers
PACKAGING AND MAILING
<S> <C>
Polybagging - opaque bags: 150,000 copies at /M
(plastic supplied printing)
Wafer tabs: 630 copies at /M
Shrink wrap in bundles of 25's 50,000 copies at /ea.
Affix Cheshire label - Makeready
Affix Cheshire label - Running: 13,000 copies at /M
Skids 20 skids at /ea.
TOTAL IN USD
</Table>
If you accept this proposal and conditions of sale on the following page,
please return one copy duly signed of these documents confirming this order.
/s/ Laurent Walter /s/ Hal Halpner
----------------------------- -----------------------------
LAURENT WALTER HAL HALPNER
4/26/01
----------------------------- -----------------------------
Accepted by Date
Contract revised: January 9, 2001 ISO 9002
FO0305
Revised: 03-30-94
<PAGE>
[TRANSCONTINENTAL PRINTING LETTERHEAD]
QUOTE NO: W-24375-B - page 1
DATE: July 21st, 2000
GENERAL MEDIA
c/o Mr. Hal Halpner Tel.: (212) 702-6000
277 Park Avenue Fax: (212) 702-6262
New York, N.Y. 10172-0003
===========================================================================
We are pleased to be submitting this quote which, we believe, will permit
us to serve you. We are offering you the manufacturing charges of 1 issue
for a long term contract.
================================================================================
**FORUM**
---------
QUANTITY: 208,000 copies (1 lot)
OVERS: 2%
SIZE: 5 1/4" x 8 1/8"
PAGES: Cover: 4 pages Inside: 96 pages
------ -------
PAPER: Cover: 8 pts C2S (supplied) Inside: Offset 70# (supplied)
------ -------
INK: Cover: 4 color process + Inside: P. 1 to 64 in black +
------ -------
1 P.M.S. 1 P.M.S.
P. 65 to 96 in
4 color process
BINDERY: Perfect bind
PACKAGING: Delivered on skids
DELIVERY: F.O.B.: our plant
(Courier services: extra)
MATERIAL
SUPPLIED: Final films single page with central cross marks on 4 sides of
the page along with one set of blueprints duly signed and
appropriate colorproofs. Confirmation of date & quantity to be
printed must be indicated on blueprints.
PRICE IN USD:
-------
----------------------------------------------
PREPRESS
----------------------------------------------
Process a postscript file, ripping and
imposition of pages for CTP plates at
/page
Bluelines 600 pages at /page
----------------------------------------------
COVER
----------------------------------------------
Basic Makeready - Cover
Running at /M (ink included)
----------------------------------------------
TEXT
----------------------------------------------
Makeready - 96 pages
Running /M (ink included)
Plate Changes - 12 at /ea.
----------------------------------------------
Contract revised: November 23rd 2000
INTERWEB PRINTING INC. ISO 9002
1603 Montarville Blvd. Telephone: (450) 655-2801 FO0305
Boucherville, Quebec J4B 5Y2 Fax: (450) 641-3650 Revised:03-30-94
<PAGE>
[LOGO TRANSCONTINENTAL PRINTING]
QUOTE NO: W-24375-B - Page 2
DATE: July 21st, 2000
GENERAL MEDIA
c/o Mr. Hal Halpner Tel.: (212) 702-6000
277 Park Avenue Fax : (212) 702-6262
New York, N.Y. 10172-0003
================================================================================
<Table>
<Caption>
BINDERY
<S> <C>
Makeready
Running at/M
Version change 1 at/each
Cut and score covers
PACKAGING AND MAILING
<S> <C>
Polybagging - opaque bags: 75,000 copies at/M
Polybagging - clear bags 85,000 copies at/M
Wafer tabs: 500 copies at/M
Shrink wrap in bundles of 25's 2,000 bundles at/ea.
Affix Cheshire label - Makeready
Affix Cheshire label - Running: 14,000 copies at/M
Skids 15 skids at/ea.
Shrink bands: 50,000 copies at/M
TOTAL IN USD
</Table>
If you accept this proposal and conditions of sale on the following page,
please return one copy duly signed of these documents confirming this order.
/s/ Laurent Walter /s/ Hal Halpner
----------------------------- -----------------------------
LAURENT WALTER HAL HALPNER
4/26/01
----------------------------- -----------------------------
Accepted by Date
Contract revised: November 23rd 2000 ISO 9002
FO0305
Revised: 03-30-94
<PAGE>
[LOGO TRANSCONTINENTAL PRINTING]
ATTACHMENT "A" - Page 1
November 4th, 1997
GENERAL MEDIA
c/o Mr. Hal Halpner Tel.: (212) 702-6000
277 Park Avenue Fax: (212) 702-6262
New York, N.Y. 10172-0003
================================================================================
We are pleased to be submitting this quote which, we believe, will permit us to
serve you.
================================================================================
**PENTHOUSE - CANADIAN VERSION**
QUANTITY: 150,000 copies + add'l 1000
OVERUN: 1.5 %
SIZE: 8" x 10 3/4"
PAGES: Cover: 4 pages or 6 pages
Inside: a) 136 pages + 6 pages [gatefold]
b) 140 pages + 6 pages [gatefold]
c) 144 pages + 6 pages [gatefold]
d) 148 pages + 6 pages [gatefold]
e) 152 pages + 6 pages [gatefold]
f) 156 pages + 6 pages [gatefold]
g) 164 pages + 6 pages [gatefold]
h) 172 pages + 6 pages [gatefold]
i) 184 pages + 6 pages [gatefold]
j) 188 pages + 6 pages [gatefold]
k) 196 pages + 6 pages [gatefold]
l) 200 pages + 6 pages [gatefold]
m) 220 pages + 6 pages [gatefold]
n) 332 pages + 6 pages [gatefold]
PAPER: Cover: 4 pages Coated no 3 100#
6 pages Coated no 3 80#
Inside: Coated # 5 40#
Poster: Coated # 3 60#
INK: Cover: 6 colors (recto) / 4 colors (verso) + U.V. coating
Inside: 4 color process
BINDERY: Perfect bound
PACKAGING: In shrink wrapped bundles, on skids
DELIVERY: F.O.B.: our plant
MATERIAL
SUPPLIED: Final negative films single page with standard central cross
marks on 4 sides of the page along with one set of
blueprints duly signed and colorproofs made from films
supplied. Confirmation of date & quantity to be printed must
be indicated on blueprints.
*Contract revised: January 9th, 2001 ISO 9002
FO0305
INTERWEB PRINTING INC. Revised: 03
1603 Montarville Blvd. Telephone: (450)655-2801
Boucherville, Quebec J4B 5Y2 Fax: (450)641-3650
<PAGE>
[TRANSCONTINENTAL LOGO]
GENERAL MEDIA ATTACHMENT "A" - PAGE 2
c/o Mr. Hal Halpner November 4th, 1997
================================================================================
TAXES: Additional, if applicable
<Table>
<Caption>
==============================================================================================
*Prices are in USD
================== Cover: 4 pages or 6 pages
Inside: 136 / 140 / 144 / 148 / 152 / 156 / 164 / 172 / 184 / 188 / 196 / 200 / 220 / 332
pages
====================================================================================================================================
DESCRIPTION 150,000 ADD'L 1000
====================================================================================================================================
<S> <C> <C>
Cover 6/4:
----------
Films imposition, plates and make-
ready including process inks 4
colors + 2 PMS spots
4 pages
6 pages
U.V. coating - 4 pages
U.V. coating - 6 pages
Gatefold:
---------
Films imposition, plates and make-
ready including process inks 4
colors
Bindery - Perfect bound
-----------------------
Make-ready
Run
Blow-in/Bind-in (each)
Polybagging (46,000)
Clear bags (45,000)
Paper requirements (supplied):
------------------------------
Cover 4 pages on 100# 8,570# 48.19#
6 pages on 80# 9,738# 57.28#
Gatefold 7,303# 42.96#
</Table>
*Contract revised: January 9th, 2001
<PAGE>
[TRANSCONTINENTAL LOGO]
GENERAL MEDIA ATTACHMENT "A" - Page 3
c/o Mr. Hal Halpner November 4th, 1997
================================================================================
* INSIDE:
-------
<Table>
<Caption>
PAGES PRICE TOTAL and ADD'L 1000 PAGES PRICE TOTAL and ADD'L 1000
<S> <C> <C> <C>
a) 136 pages /M add'l i) 184 pages /M add'l
b) 140 pages /M add'l j) 188 pages /M add'l
c) 144 pages /M add'l k) 196 pages /M add'l
d) 148 pages /M add'l l) 200 pages /M add'l
e) 152 pages /M add'l m) 220 pages /M add'l
f) 156 pages /M add'l n) 332 pages /M add'l
g) 164 pages /M add'l
h) 172 pages /M add'l
</Table>
* BUNDLES:
--------
Bundles of 15's: /M
Bundles of 20's: /M
Bundles of 25's: /M
* SKIDS: /each
------
* FREIGHT:
--------
<Table>
<Caption>
PAGES PRICE PAGES PRICES
<S> <C> <C> <C>
a) 136 pages /copy i) 184 pages /copy
b) 140 pages /copy j) 188 pages /copy
c) 144 pages /copy k) 196 pages /copy
d) 148 pages /copy l) 200 pages /copy
e) 152 pages /copy m) 220 pages /copy
f) 156 pages /copy n) 332 pages /copy
g) 164 pages /copy
h) 172 pages /copy
</Table>
* PAPER REQUIREMENTS:
-------------------
<Table>
<Caption>
PAGES INSIDE + COVER PAGES INSIDE + COVER
<S> <C> <C> <C>
a) 136 pages 96,489# + 617.99# i) 184 pages 129,965# + 836.11#
b) 140 pages 99,974# + 636.17# j) 188 pages 133,450# + 854.29#
c) 144 pages 101,941# + 654.34# k) 196 pages 138,902# + 890.64#
d) 148 pages 105,426# + 672.52# l) 200 pages 142,386# + 908.81#
e) 152 pages 108,153# + 690.70# m) 220 pages 156,018# + 999.69#
f) 156 pages 110,879# + 708.87# n) 332 pages 234,633# + 1,508.63#
g) 164 pages 116,333# + 745.22#
h) 172 pages 121,785# + 781.58#
</Table>
*Contract revised: January 9th, 2001
<PAGE>
[TRANSCONTINENTAL LOGO]
GENERAL MEDIA ATTACHMENT "A" - PAGE 4
c/o Mr. Hal Halpner November 4th, 1997
--------------------------------------------------------------------------------
- CTP CHARGES:
------------
To process a Postscript file, downloading, ripping
and imposition of pages to CTP plates: page
ADDITIONAL CHARGES:
-------------------
- Plate change: /each
- Blueprints (2): /each
- Manual stripping: /film/page
- Strip [Printed in Canada]:
<Table>
<Caption>
==============================================================================================================================
PAPER USAGE CHART
==============================================================================================================================
4 PAGES 6 PAGES 8 PAGES 12 PAGES 16 PAGES 24 PAGES 32 PAGES
(GATEFOLD)
LBS MR # RUN MR # RUN MR # RUN MR # RUN MR # RUN MR # RUN MR # RUN
1000# 1000# 1000# 1000# 1000# 1000# 1000#
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
40 # N/A N/A N/A N/A 758# 36.35# 758# 54.53# 758# 72.70# 758# 109.06# 758# 145.41#
60 # N/A N/A 859# 42.96# N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A
80 # N/A N/A 1,146# 57.28# N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A
100 # 1,341# 48.19# N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A
</Table>
/s/ Hal Halpner /s/ Laurent Walter
---------------------- ---------------------------
HAL HALPNER LAURENT WALTER
*Contract revised: January 9th, 2001
ISO 9002
FO4385
Revised: 03