Sample Business Contracts

Note Modification Agreement - Master Painting Inc. and Harold Martin

                          NOTE MODIFICATION AGREEMENT
                          ---------------------------

     THIS NOTE MODIFICATION AGREEMENT ("Agreement") is made and entered into
this the 20th day of May, 1997, by and between HAROLD MARTIN ("Holder") and
MASTER PRINTING, INC., a Tennessee Corporation ("Maker").

                             W I T N E S S E T H:

     WHEREAS, Maker delivered to Holder a promissory note in the original
principal amount of Two Hundred Thousand and 00/100ths Dollars ($200,000.00) ("
The Promissory Note") which was dated December, 1992; and

     WHEREAS, contained within such Promissory Note are certain covenants
restricting the ability of Maker and its subsidiary, B & M Printing Company ("B
& M") from incurring any additional indebtedness without the prior consent of
Holder; and

     WHEREAS, Maker is currently in the process of acquiring additional
subsidiaries and refinancing its existing indebtedness and as part of such
process Maker desires to remove any restrictions on its ability to incur
additional indebtedness in the future.

     NOW, THEREFORE, the parties intending to be legally bound do hereby agree
as follows:

     1.   Maker and Holder do hereby agree to modify the Promissory Note so as
to remove the covenants set forth under paragraphs (b), (d) and (e) on page 3 of
the Promissory Note.

     2.   In consideration for Holder removing the above described covenants
from the Promissory Note, Maker does hereby grant to Holder warrants to purchase
stock of Maker based on the following terms and conditions:

          (a)  The warrants granted to Holder shall only be effective should
     Maker successfully complete an initial public offering of its capital
     stock.

          (b)  The option price under the warrants shall be the price set in the
     initial public offering.

          (c)  There will be two classes of warrants. The first class of
     warrants will consist of warrants to purchase a number of shares equal to
     1/3 of the outstanding principal balance of the Promissory Note as of the
     date of this Agreement divided by the initial public offering price of the
     stock. These warrants may be exercised at any time during the period
     commencing with the initial public offering of the stock and ending on the
     third anniversary date of the initial public offering. The second class of
     warrants shall be warrants to purchase a number of shares equal to 2/3 of
     the outstanding principal balance of the Promissory Note
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     as of the date of this Agreement divided by the initial offering price of
     the stock. This class of warrants may only be exercised at the time of the
     initial public offering.

          (d)  The stock purchased pursuant to the exercise of the warrants
     shall be subject to whatever resale restrictions are imposed by the
     underwriter in the initial public offering.

     3.   Except as modified herein, all other provisions of the Promissory Note
shall remain in full force and effect.

     IN WITNESS WHEREOF, the parties have entered into this Agreement the day
and date above first written.

                                             /s/ Harold Martin
                                             ---------------------------
                                             HAROLD MARTIN


                                             MASTER PRINTING, INC.

                                             By: /s/ John P. Miller
                                                 -----------------------
                                             Title: President
                                                    --------------------

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