AGREEMENT AND PLAN OF DISTRIBUTION Dated as of June 9, 1998 between U.S. Office Products Company, Workflow Management, Inc., School Specialty, Inc., Aztec Technology Partners, Inc. and Navigant International, Inc. TABLE OF CONTENTS

AGREEMENT

AND

PLAN OF DISTRIBUTION

Dated as of June 9, 1998

between

U.S. Office Products Company,

Workflow Management, Inc.,

School Specialty, Inc.,

Aztec Technology Partners, Inc.

and

Navigant International, Inc.

TABLE OF CONTENTS

Page

ARTICLE I

DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
SECTION 1.01 General . . . . . . . . . . . . . . . . . . . . . . .2
SECTION 1.02 References; Interpretation. . . . . . . . . . . . . 16

ARTICLE II

PRELIMINARY TRANSACTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
SECTION 2.01 Stock Transfers . . . . . . . . . . . . . . . . . . 16
SECTION 2.02 Liabilities . . . . . . . . . . . . . . . . . . . . 17
SECTION 2.03 Transfer of Certain Licenses and Permits. . . . . . 17
SECTION 2.04 Transfer and Assumption Documentation . . . . . . . 18
SECTION 2.05 Intercompany Accounts . . . . . . . . . . . . . . . 19
SECTION 2.06 Elimination of Guarantees . . . . . . . . . . . . . 19
SECTION 2.07 Assignments and Transfers Not Effected
Prior to the Distribution . . . . . . . . . . . . 19
SECTION 2.08 Debt. . . . . . . . . . . . . . . . . . . . . . . . 20
SECTION 2.09 Assignment of Acquisition Claims. . . . . . . . . . 21
SECTION 2.10 Pledged Shares. . . . . . . . . . . . . . . . . . . 21
SECTION 2.11 Other Transactions. . . . . . . . . . . . . . . . . 21
SECTION 2.12 Certain Acquisition Expenses Not Resulting
in the Incurrence of Debt . . . . . . . . . . . . 21

ARTICLE III

THE DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
SECTION 3.01 Directors and Employees . . . . . . . . . . . . . . 22
SECTION 3.02 Mechanics of Distribution . . . . . . . . . . . . . 22
SECTION 3.03 Timing of Distribution. . . . . . . . . . . . . . . 23

ARTICLE IV

MUTUAL RELEASE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23

ARTICLE V

INDEMNIFICATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24

SECTION 5.01 Indemnification by the Company. . . . . . . . . . . . . . . . . 24
SECTION 5.02 Indemnification by Printco. . . . . . . . . . . . . . . . . . . 25
SECTION 5.03 Indemnification by Schoolco . . . . . . . . . . . . . . . . . . 26
SECTION 5.04 Indemnification by Techco . . . . . . . . . . . . . . . . . . . 26
SECTION 5.05 Indemnification by Travelco . . . . . . . . . . . . . . . . . . 27
SECTION 5.06 Limitations on Indemnification Obligations. . . . . . . . . . . 28
SECTION 5.07 Procedures for Indemnification of Third Party Claims. . . . . . 28
SECTION 5.08 Indemnification Payments. . . . . . . . . . . . . . . . . . . . 30
SECTION 5.09 Defaults. . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
SECTION 5.10 Tax Adjustments . . . . . . . . . . . . . . . . . . . . . . . . 31
SECTION 5.11 MCI Agreement . . . . . . . . . . . . . . . . . . . . . . . . . 31
SECTION 5.12 Survival of Indemnities . . . . . . . . . . . . . . . . . . . . 31

ARTICLE VI

COVENANTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
SECTION 6.01 Provision of Corporate Records. . . . . . . . . . . . . . . . . 32
SECTION 6.02 Access to Information . . . . . . . . . . . . . . . . . . . . . 32
SECTION 6.03 Retention of Records. . . . . . . . . . . . . . . . . . . . . . 32
SECTION 6.04 Witness Services. . . . . . . . . . . . . . . . . . . . . . . . 33
SECTION 6.05 Reimbursement . . . . . . . . . . . . . . . . . . . . . . . . . 33
SECTION 6.06 Confidentiality . . . . . . . . . . . . . . . . . . . . . . . . 33
SECTION 6.07 Further Assurances. . . . . . . . . . . . . . . . . . . . . . . 34

ARTICLE VII

INSURANCE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
SECTION 7.01 General . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
SECTION 7.02 Distributed Companies' Insurance. . . . . . . . . . . . . . . . 34
SECTION 7.03 Access to the Company's Insurance Program . . . . . . . . . . . 35
SECTION 7.04 Insurance Recoveries. . . . . . . . . . . . . . . . . . . . . . 35
SECTION 7.05 Insurance Representations . . . . . . . . . . . . . . . . . . . 35
SECTION 7.06 Assignment. . . . . . . . . . . . . . . . . . . . . . . . . . . 36
SECTION 7.07 Deductibles and Maximums. . . . . . . . . . . . . . . . . . . . 36
SECTION 7.08 Conflicts Between Article VII and the Company's
Insurance Program . . . . . . . . . . . . . . . . . . . . . . 36
SECTION 7.09 Maintenance of Insurance Policies . . . . . . . . . . . . . . . 36

ARTICLE VIII

CONDITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
SECTION 8.01 Conditions to Obligations of the Company. . . . . . . . . . . . 36

ARTICLE IX

DISPUTE RESOLUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
SECTION 9.01 Mediation and Binding Arbitration . . . . . . . . . . . . . . . 38
SECTION 9.02 Initiation of Negotiation . . . . . . . . . . . . . . . . . . . 38
SECTION 9.03 Submission to Mediation . . . . . . . . . . . . . . . . . . . . 38
SECTION 9.04 Selection of Mediator . . . . . . . . . . . . . . . . . . . . . 38
SECTION 9.05 Treatment of Negotiation and Mediation. . . . . . . . . . . . . 38
SECTION 9.06 Arbitration . . . . . . . . . . . . . . . . . . . . . . . . . . 39
SECTION 9.07 Confidentiality . . . . . . . . . . . . . . . . . . . . . . . . 40
SECTION 9.08 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
SECTION 9.09 Consolidation . . . . . . . . . . . . . . . . . . . . . . . . . 40

ARTICLE X

MISCELLANEOUS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
SECTION 10.01 Modification, Amendment or Termination . . . . . . . . . . . . 40
SECTION 10.02 Waiver; Remedies . . . . . . . . . . . . . . . . . . . . . . . 40
SECTION 10.03 Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . 41
SECTION 10.04 Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
SECTION 10.05 Entire Agreement . . . . . . . . . . . . . . . . . . . . . . . 43
SECTION 10.06 Certain Obligations. . . . . . . . . . . . . . . . . . . . . . 43
SECTION 10.07 Assignment . . . . . . . . . . . . . . . . . . . . . . . . . . 43
SECTION 10.08 Captions . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
SECTION 10.09 Severability . . . . . . . . . . . . . . . . . . . . . . . . . 43
SECTION 10.10 Equitable Relief . . . . . . . . . . . . . . . . . . . . . . . 43
SECTION 10.11 Third Party Beneficiaries. . . . . . . . . . . . . . . . . . . 44
SECTION 10.12 Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
SECTION 10.13 Exhibits and Schedules . . . . . . . . . . . . . . . . . . . . 44
SECTION 10.14 Governing Law. . . . . . . . . . . . . . . . . . . . . . . . . 44
SECTION 10.15 Consent to Jurisdiction. . . . . . . . . . . . . . . . . . . . 44
SECTION 10.16 Ancillary Agreements . . . . . . . . . . . . . . . . . . . . . 44
SECTION 10.17 Survival of Agreements . . . . . . . . . . . . . . . . . . . . 45
SECTION 10.18 Successors and Assigns . . . . . . . . . . . . . . . . . . . . 45

iii

EXHIBITS

Exhibit I Employee Benefits Services and Liabilities Agreement
Exhibit II Distributed Company Subsidiaries
Exhibit III Estimated Pro Rata Share Percentages
Exhibit IV Shared Liabilities
Exhibit V Shared Liabilities: Information Statement Sections
Exhibit VI Tax Allocation Agreement

SCHEDULES

Schedule 2.06 Specified Guarantees
Schedule 2.08 Debt Amounts
Schedule 2.09 Net Recovery Amounts
Schedule 2.10 Distribution of Pledged Shares
Schedule 2.11 Other Transactions
Schedule 5.11 Terms Applicable to MCI Agreement

Exhibit 2.1

AGREEMENT AND PLAN OF DISTRIBUTION

AGREEMENT AND PLAN OF DISTRIBUTION dated as of June 9, 1998 (the
"Agreement"), between U.S. OFFICE PRODUCTS COMPANY, a Delaware corporation (the
"Company"), WORKFLOW MANAGEMENT, INC., a Delaware corporation and wholly owned
subsidiary of the Company ("Printco"), SCHOOL SPECIALTY, INC., a Delaware
corporation and wholly owned subsidiary of the Company ("Schoolco"), AZTEC
TECHNOLOGY PARTNERS, INC., a Delaware corporation and wholly owned subsidiary of
the Company ("Techco"), and NAVIGANT INTERNATIONAL, INC., a Delaware corporation
and wholly owned subsidiary of the Company ("Travelco"). Certain capitalized
terms used herein without definition have the meanings specified in Section
1.01.

W I T N E S S E T H:

WHEREAS the Board of Directors of the Company has approved the form, terms
and provisions of this Agreement, pursuant to which and subject to the terms of
which (a) the Company will distribute all the issued and outstanding shares of
common stock of the Distributed Companies held by the Company (as to the shares
of each Distributed Company, the "Printco Common Shares," the "Schoolco Common
Shares," the "Techco Common Shares," and the "Travelco Common Shares") to the
holders of record of shares of common stock of the Company (the "Company Common
Stock"), other than shares held in the treasury of the Company, (b) each
Distributed Company will assume entirely such Distributed Company's Liabilities
and other liabilities specified herein, (c) each Distributed Company will agree
to indemnify the Company and hold it harmless from and against its Pro Rata
Share of certain Shared Liabilities and (d) certain other transactions will be
consummated, all as set forth in Article II hereof (the "Preliminary
Transactions");

WHEREAS the purpose of the Preliminary Transactions and the Distributions
is to divest the Company of all businesses, operations and Liabilities other
than the Retained Business, Retained Assets and Retained Liabilities of the
Company and its Subsidiaries;

WHEREAS it is the intention of the parties to this Agreement that for U.S.
federal income tax purposes the Distributions shall qualify as tax-free
spin-offs under Section 355 of the Code and shall not be taxable under Section
355(e) of the Code; and

WHEREAS in order to effect the separation of ownership of the Company and
the Distributed Companies, this Agreement sets forth the principal corporate
transactions required to effect the Preliminary Transactions and the
Distributions and sets forth other agreements that will govern certain other
matters following the Distributions.

NOW, THEREFORE, in consideration of the premises, and of the covenants and
agreements set forth herein, the parties hereto hereby agree as follows:

ARTICLE I
DEFINITIONS

SECTION 1.01 General. As used in this Agreement, the following terms
shall have the following meanings (such meanings to be equally applicable to
both the singular and plural forms of the terms defined):

"AAA" shall mean the American Arbitration Association.

"Acquisition Agreement" shall mean each of the merger, stock purchase,
asset purchase or other acquisition agreements pursuant to which certain of the
Distributed Company Subsidiaries (or divisions within such Subsidiaries or
Distributed Company) were acquired by the Company or any of its Subsidiaries
prior to the Distributions.

"Acquisition Claim" shall mean any and all rights or claims that the
Company or any of its Subsidiaries may have against the sellers of the
Distributed Company Subsidiaries under any of the Acquisition Agreements.

"Action" shall mean any action, suit, arbitration, inquiry, proceeding or
investigation by or before any court, any governmental or other regulatory or
administrative agency, body or commission or any arbitration tribunal.

"Affiliate" shall mean, when used with respect to a specified Person,
another Person that directly, or indirectly through one or more intermediaries,
controls or is controlled by or is under common control with the Person
specified.

"Agent" shall mean American Stock Transfer & Trust Company, as transfer
agent for the Company.

"Ancillary Agreements" shall mean the Employee Benefits Agreement, the Tax
Allocation Agreement, the Imagenet Licensing Agreement and the Lead Generation
System Licensing Agreement.

"Assets" shall mean any and all assets, properties and rights, whether
tangible or intangible, whether real, personal or mixed, whether fixed,
contingent or otherwise, and wherever located, including, without limitation,
the following:

(i) real property interests (including leases), land, plants,
buildings and improvements;

(ii) machinery, equipment, tooling, vehicles, furniture and fixtures,
leasehold improvements, repair parts, tools, plant, and office
equipment and other tangible personal property, together with any
rights or claims arising out of the breach of any express or implied
warranty by the manufacturers or sellers of any of such assets or any
component part thereof;

(iii) inventories, including raw materials, work-in-process,
finished goods, parts, accessories and supplies;

(iv) cash, bank accounts, notes, loans and accounts receivable
(whether current or not current), interests as beneficiary under
letters of credit, advances and performance and surety bonds;

(v) certificates of deposit, banker's acceptances, shares of stock,
bonds, debentures, evidences of indebtedness, certificates of interest
or participation in profit-sharing agreements, collateral-trust
certificates, preorganization certificates or subscriptions,
transferable shares, investment contracts, voting-trust certificates,
puts, calls, straddles, options, swaps, collars, caps and other
securities or hedging arrangements of any kind;

(vi) financial, accounting and operating data and records including,
without limitation, books, records, notes, sales and sales promotional
data, advertising materials, credit information, cost and pricing
information, customer and supplier lists, reference catalogs, payroll
and personnel records, minute books, stock ledgers, stock transfer
records and other similar property, rights and information;

(vii) patents, patent applications, trademarks, trademark
applications and registrations, trade names, service marks, service
xxxx applications and registrations, service names, copyrights and
copyright applications and registrations, commercial and technical
information including engineering, production and other designs,
drawings, specifications, formulae, technology, computer and
electronic data processing programs and software, inventions,
processes, trade secrets, know-how, confidential information and other
proprietary property, rights and interest and all rights thereto;

(viii) agreements, leases, contracts, sale orders, purchase orders,
open bids and other commitments and all rights therein;

(ix) prepaid expenses, deposits and retentions held by third parties;

(x) claims, causes of action, choses in action, rights under
insurance policies, rights under express or implied warranties, rights
of recovery, rights of set-off, rights of subrogation and all other
rights of any kind;

(xi) licenses, franchises, permits, authorizations and approvals; and

(xii) goodwill and going concern value.

"Assignee" shall have the meaning set forth in Section 2.07.

"Assignor" shall have the meaning set forth in Section 2.07.

"CDR-PC" shall mean CDR-PC Acquisition, L.L.C., a Delaware limited
liability company.

"Code" shall mean the Internal Revenue Code of 1986, as amended, and
the Treasury regulations promulgated thereunder, including any successor
legislation.

"Company" shall have the meaning set forth in the heading of this
Agreement.

"Company Debt" shall mean all Liabilities of the Company and its
Subsidiaries under or arising out of the Company Credit Agreement.

"Company Common Stock" shall have the meaning set forth in the
recitals to this Agreement.

"Company Credit Agreement" shall mean the Credit Agreement, dated as
of August 21, 1996, as amended, among the Company, various lending institutions
and Bankers Trust Company, as agent.

"Company Indemnitees" shall mean the Company, each Affiliate of the
Company after the Distribution Date, Xxxxxxx, Dubilier & Rice, Inc., CDR-PC,
Xxxxxxx, Dubilier & Rice Fund V Limited Partnership, CD&R Associates V Limited
Partnership, each of their respective partners, members, directors, officers,
employees and agents and each of the heirs, executors, successors and assigns of
any of the foregoing.

"Company Transaction Costs" shall mean Transaction Costs incurred by
the Company in connection with the Transactions.

"Conveyancing and Assumption Instruments" shall have the meaning set
forth in Section 2.04.

"Conveyancing Instruments" shall have the meaning set forth in Section
2.04.

"Covered Claims" shall mean those Liabilities that, individually or in
the aggregate, and if reported timely, are covered within the terms and
conditions of any Policy in the Insurance Program.

"Defaulted Payment Obligation" shall have the meaning set forth in
Section 5.09.

"Dispute" shall have the meaning set forth in Section 9.01.

"Distributed Companies" shall mean Printco, Schoolco, Techco and
Travelco.

"Distributed Companies' Assets" shall mean the Printco Assets, the
Schoolco Assets, the Techco Assets and the Travelco Assets.

"Distributed Companies' Businesses" shall mean the Printco Business,
the Schoolco Business, the Techco Business and the Travelco Business.

"Distributed Companies' Indemnitees" shall mean the Printco
Indemnitees, the Schoolco Indemnitees, the Techco Indemnitees and the Travelco
Indemnitees.

"Distributed Companies' Liabilities" shall mean the Printco
Liabilities, the Schoolco Liabilities, the Techco Liabilities and the Travelco
Liabilities.

"Distributed Company Subsidiaries" shall mean the Printco
Subsidiaries, the Schoolco Subsidiaries, the Techco Subsidiaries and the
Travelco Subsidiaries.

"Distributed Company Transaction Costs" shall mean, as to any
Distributed Company, the Transaction Costs incurred by such Distributed Company
or the Company that relate to such Distributed Company's IPO or credit
facilities described in Section 2.08.

"Distribution Date" shall mean such date as hereafter may be
determined by the Company's Board of Directors as the date as of which the
Distributions shall be effected.

"Distribution Record Date" shall mean such date as hereafter may be
determined by the Company's Board of Directors as the record date for the
Distributions.

"Distribution Shares" shall mean the Printco Common Shares, the
Schoolco Common Shares, the Techco Common Shares and the Travelco Common Shares.

"Distribution Time" shall mean 11:59 P.M. (Eastern time) on the
Distribution Date.

"Distributions" shall mean the distributions on the Distribution Date
to holders of record of shares of Company Common Stock, as of the Distribution
Record Date, other than shares held in the treasury of the Company, of (i) all
the Printco Common Shares on the basis of one Printco Common Share for each
seven and one-half (7.5) outstanding shares of Company Common Stock, (ii) all
the Schoolco Common Shares on the basis of one Schoolco Common Share for each
nine (9) outstanding shares of Company Common Stock, (iii) all the Techco Common
Shares on the basis of one Techco Common Share for each five (5) outstanding
shares of Company Common Stock, and (iv) all the Travelco Common Shares on the
basis of one Travelco Common Share for each ten (10) outstanding shares of
Company Common Stock.

"Earn-Out Payment Liability" shall mean any contingent cash payment
required to be made after the Distribution Date by the Company or any of its
Subsidiaries to sellers of certain Distributed Company Subsidiaries (or
divisions within such Subsidiaries or Distributed Company) or Retained
Subsidiaries (or divisions within such Subsidiaries) under circumstances that
may arise under the Acquisition Agreements.

"Employee Benefits Agreement" shall mean the Employee Benefits and
Services Liabilities Agreement between the Company and the Distributed Companies
substantially in the form of Exhibit I hereto.

"Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.

"Guaranteed Liability" shall have the meaning set forth in Section
2.06.

"Guaranteed Party" shall have the meaning set forth in Section 2.06.

"Guarantor" shall have the meaning set forth in Section 2.06.

"Imagenet Licensing Agreement" shall have the meaning set forth in
Schedule 2.11.

"Indemnifiable Losses" shall mean any and all losses, liabilities,
claims, damages, demands, costs or expenses (including, without limitation,
reasonable attorneys' and accountants' fees and expenses and any and all
out-of-pocket expenses) arising from Third Party Claims or any Indemnifying
Party's breach of its obligations under the Ancillary Agreements or this
Agreement, including all losses, liabilities, claims, damages, demands, costs or
expenses reasonably incurred in investigating, preparing for or defending
against any

Actions or potential Actions or in asserting, preserving or enforcing any rights
hereunder (including, without limitation, rights under Article V) or under any
Ancillary Agreement.

"Indemnifying Party" shall have the meaning set forth in Section 5.06.

"Indemnitee" shall have the meaning set forth in Section 5.06.

"Information" of a party shall mean any and all information that such
party or any of its Representatives furnishes or has furnished to the receiving
party or any of its Representatives whether furnished orally or in writing or by
any other means or gathered by inspection and regardless of whether the same is
specifically marked or designated as "confidential" or "proprietary," together
with any and all notes, memoranda, analyses, compilations, studies or other
documents (whether in hard copy or electronic media) prepared by the receiving
party or any of its Representatives which contain or otherwise reflect such
Information, together with any and all copies, extracts or other reproductions
of any of the same; provided, however, that for the purposes hereof all
information relating to the Distributed Companies, the Distributed Companies'
Businesses or the Distributed Companies' Assets in the possession of the Company
at the Distribution Time shall be deemed to have been furnished by the related
Distributed Company and all information relating to the Retained Business or the
Retained Assets in the possession of the Distributed Companies or any of the
Distributed Company Subsidiaries at the Distribution Time shall be deemed to
have been furnished by the Company; provided further, however, that the term
"Information" does not include information that:

(a) at the time of disclosure is generally available to and
known by the public (other than as a result of a violation of this Agreement or
any other confidentiality obligation, whether directly or indirectly, by a party
to this Agreement or any of its Representatives);

(b) is available to the receiving party on a non-confidential
basis from a source other than the providing party or its Representatives,
provided that such source is not known by the receiving party to be subject to a
confidentiality agreement regarding such information; or

(c) has been independently acquired or developed by the
receiving party without violation of any of the obligations of the receiving
party or its Representatives under this Agreement.

"Information Statements" shall mean the Information
Statements/Prospectuses to be sent to the holders of shares of Company Common
Stock, as of the Distribution Record Date, in connection with the Distributions,
including any amendments or supplements thereto, which are included as exhibits
to the registration

statements on Forms S-1 filed by the Distributed Companies, as applicable, under
the Securities Act.

"Insurance Program" shall mean, collectively, the series of policies
pursuant to which various insurance carriers provide insurance coverage to the
Company and its Affiliates in respect of claims or occurrences relating to,
without limitation, property damage, bodily injury, business interruption,
transit, fire, non-owned aircrafts, crime, fiduciary liability, general
liability, products' liability, professional liability, automobile liability and
employer's liability.

"Investment Agreement" shall mean the Investment Agreement dated as of
January 12, 1998 between the Company and CDR-PC, as amended by Amendment No. 1
thereto, dated February 3, 1998, and as the same may be amended from time to
time.

"IPO" shall mean, as to any Distributed Company, the initial public
offering of securities to be conducted by such company, which offering is
scheduled to occur on or about the Distribution Date.

"IPO Prospectus" shall mean, as to any Distributed Company, the
Registration Statement/Prospectus prepared in connection with such Distributed
Company's IPO.

"Liabilities" shall mean any and all debts, liabilities, obligations,
claims, damages, fees, costs and expenses, absolute or contingent, matured or
unmatured, liquidated or unliquidated, accrued or unaccrued, known or unknown,
whenever arising, including, without limitation, those debts, liabilities,
obligations, claims, damages, fees, costs and expenses, arising under any law,
rule, regulation, Action, threatened Action, order or consent decree of any
court, any governmental or other regulatory or administrative agency or
commission or any award of any arbitration tribunal, and those arising under any
contract, guarantee, commitment or undertaking.

"Mediation Period" shall have the meaning set forth in Section 9.03.

"MCI Agreement" shall mean the Special Customer Arrangement, effective
as of November 15, 1997, by and between MCI Telecommunications Corporation and
the Company.

"NASDAQ" shall mean the NASDAQ National Market System.

"Nonassignable Contract" shall have the meaning set forth in Section
2.07.

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

"Pledged Shares" shall mean any Company Common Stock pledged or
assigned to the Company as of the Distribution Date as collateral security by
sellers of certain of the Distributed Company Subsidiaries (or divisions within
such Subsidiaries or Distributed Company) under the Acquisition Agreements.

"Policies" shall mean insurance policies and insurance contracts of
any kind (other than life and benefits policies or contracts), including,
without limitation, primary, excess and umbrella policies, commercial general
liability policies, fiduciary liability, automobile, aircraft, property and
casualty, workers' compensation and employee dishonesty insurance policies,
bonds and self-insurance and captive insurance company arrangements, together
with the rights, benefits and privileges thereunder.

"Preliminary Transactions" shall have the meaning set forth in the
recitals to this Agreement.

"Printco" shall have the meaning set forth in the heading of this
Agreement.

"Printco Acquisition Claims" shall mean any and all rights or claims
that the Company or any of its Subsidiaries may have against the sellers of
Printco and the Printco Subsidiaries (or divisions within such Subsidiaries or
Printco) under the Acquisition Agreements pursuant to which Printco and the
Printco Subsidiaries (or divisions within such Subsidiaries or Printco) were
acquired by the Company or any of its Subsidiaries.

"Printco Assets" shall mean (a) the Assets of Printco and the Printco
Subsidiaries and (b) the rights of Printco and the Printco Subsidiaries under
this Agreement and the Ancillary Agreements; provided, however, that Printco
Assets shall not include any claim of Printco against the Company relating to
the payment of finders' fees or other compensation in respect of customers
referred to the Company by Printco or the payment of rebates or other
compensation in respect of office products sold by Printco.

"Printco Business" shall mean all the businesses, Assets and
operations heretofore, currently or hereafter conducted or owned by Printco and
the Printco Subsidiaries including all businesses, Assets and operations
conducted or owned by Printco and the Printco Subsidiaries that have been sold
or otherwise disposed of or discontinued.

"Printco Common Shares" shall have the meaning set forth in the
recitals to this Agreement.

"Printco Indemnitees" shall mean Printco, the Printco Subsidiaries,
their Affiliates, each of their respective directors, officers, employees and
agents and each of the heirs, executors, successors and assigns of any of the
foregoing.

"Printco Liabilities" shall mean collectively, whenever arising,
whether prior to, at or following the Distribution Time, (i) all Liabilities of
Printco and the Printco Subsidiaries under this Agreement or the Ancillary
Agreements, (ii) all Liabilities of the Company and its Subsidiaries arising
primarily out of or relating primarily to the management or conduct of the
Printco Business or the administration of the Printco Subsidiaries, (iii) all
Specified Securities Liabilities of Printco, (iv) all Liabilities of the Company
relating to any Earn-Out Payment Liabilities arising out of any of the
Acquisition Agreements pursuant to which any of the Printco Subsidiaries or any
part of the Printco Business was acquired, (v) the Distributed Company
Transaction Costs of Printco, (vi) $1,000,000 of the Company Transaction Costs
and (vii) any Company Debt allocated to Printco pursuant to Section 2.08 of this
Agreement.

"Printco Subsidiaries" shall mean the Subsidiaries of Printco as
listed on Exhibit II.

"Pro Rata Share" shall mean, (i) as to any Distributed Company, the
percentage that is equal to the average of (a) the ratio of the pro forma fiscal
year 1998 revenues for such Distributed Company to the fiscal year 1998
consolidated revenues of the Company (prior to the Distributions), and (b) the
ratio of the pro forma fiscal year 1998 net income for such Distributed Company
to the fiscal year 1998 consolidated net earnings of the Company (prior to the
Distributions), and (ii) as to the Company, the percentage that is equal to 100%
less the sum of the Pro Rata Share percentages of the Distributed Companies as
defined in (i) above. Estimations of the Company's Pro Rata Share and each
Distributed Company's Pro Rata Share using financial data for the nine-month
period ended January 24, 1998 are set forth in Exhibit III.

"Proxy" shall mean the definitive proxy statement dated May 1, 1998,
distributed by the Company to the holders of the Company Common Stock,
describing and seeking approval for (i) the investment provided for in the
Investment Agreement and (ii) a one-for-four reverse stock split, as the same
may be amended.

"Recovery" shall mean those monies received by an insured from an
insurance carrier or paid by an insurance carrier on behalf of an insured
pursuant to a claim under an insurance policy in the Insurance Program.

"Recovery Costs" shall have the meaning set forth in Section 7.04.

"Representatives" of either party shall mean such party's Affiliates,
directors, officers, partners, employees, agents or other representatives
(including attorneys, accountants and financial advisors).

"Retained Assets" shall mean (a) all the Assets of the Company and its
Subsidiaries except for the Distributed Companies' Assets, and (b) the rights of
the Company and its Subsidiaries under this Agreement and the Ancillary
Agreements.

"Retained Business" shall mean all the businesses, Assets and
operations heretofore, currently or hereafter conducted or owned by the Company
and the Retained Subsidiaries, including all businesses, Assets or operations
conducted or owned by the Company or its Subsidiaries that have been sold or
otherwise disposed of or discontinued, (other than the Distributed Companies'
Assets, Distributed Companies' Businesses and the business of managing and
administering the Distributed Companies' Subsidiaries).

"Retained Liabilities" shall mean collectively, whenever arising,
whether prior to, at or following the Distribution Time, (i) all Liabilities of
the Company and the Retained Subsidiaries under this Agreement or the Ancillary
Agreements, (ii) all Liabilities of the Company and its Retained Subsidiaries
arising primarily out of or relating primarily to the management or conduct of
the Retained Business or the administration of the Retained Subsidiaries, (iii)
all Specified Securities Liabilities of the Company, (iv) all Liabilities of the
Company relating to any Earn-Out Payment Liabilities arising out of any of the
Acquisition Agreements pursuant to which any of the Retained Subsidiaries or any
part of the Retained Business was acquired, (v) all of the Company Transaction
Costs (excluding, in aggregate, the $4,000,000 that is treated as part of the
Distributed Companies' Liabilities) and (vi) any indebtedness for borrowed money
of the Company other than Company Debt to be allocated to the Distributed
Companies pursuant to Section 2.08 of this Agreement.

"Retained Subsidiaries" shall mean (x) all of the Subsidiaries of the
Company other than the Distributed Companies and the Distributed Company
Subsidiaries, and (y) 1186203 Ontario Limited, 1243231 Ontario Limited and
1203803 Ontario Limited, and their respective Subsidiaries.

"Schoolco" shall have the meaning set forth in the heading of this
Agreement.

"Schoolco Acquisition Claims" shall mean any and all rights or claims
that the Company or any of its Subsidiaries may have against the sellers of
Schoolco and the Schoolco Subsidiaries (or divisions within such Subsidiaries or
Schoolco) under the Acquisition Agreements pursuant to which Schoolco and the
Schoolco Subsidiaries (or divisions within such Subsidiaries or Schoolco) were
acquired by the Company or any of its Subsidiaries.

"Schoolco Assets" shall mean (a) the Assets of Schoolco and the
Schoolco Subsidiaries and (b) the rights of Schoolco and the Schoolco
Subsidiaries under this Agreement and the Ancillary Agreements; provided,
however, that Schoolco Assets shall not include any claim of Schoolco against
the Company relating to the payment of finders' fees or other compensation in
respect of customers referred to the Company by Schoolco or the payment of
rebates or other compensation in respect of office products sold by Schoolco.

"Schoolco Business" shall mean all the businesses, Assets and
operations heretofore, currently or hereafter conducted or owned by Schoolco and
the Schoolco Subsidiaries including all businesses, Assets or operations
conducted or owned by Schoolco and the Schoolco Subsidiaries that have been sold
or otherwise disposed of or discontinued.

"Schoolco Common Shares" shall have the meaning set forth in the
recitals to this Agreement.

"Schoolco Indemnitees" shall mean Schoolco, the Schoolco Subsidiaries,
their Affiliates, each of their respective directors, officers, employees and
agents and each of the heirs, executors, successors and assigns of any of the
foregoing.

"Schoolco Liabilities" shall mean collectively, whenever arising,
whether prior to, at or following the Distribution Time, (i) all Liabilities of
Schoolco and the Schoolco Subsidiaries under this Agreement or the Ancillary
Agreements, (ii) all the Liabilities of the Company and its Subsidiaries or
Affiliates, arising primarily out of or relating primarily to the management or
conduct of the Schoolco Business or the administration of the Schoolco
Subsidiaries, (iii) all Specified Securities Liabilities of Schoolco, (iv) all
Liabilities of the Company relating to any Earn-Out Payment Liabilities arising
out of any of the Acquisition Agreements pursuant to which any of the Schoolco
Subsidiaries or any part of the Schoolco Business was acquired, (v) the
Distributed Company Transaction Costs of Schoolco, (vi) $1,000,000 of the
Company Transaction Costs and (vii) any Company Debt allocated to Schoolco
pursuant to Section 2.08 of this Agreement.

"Schoolco Subsidiaries" shall mean the Subsidiaries of Schoolco as
listed on Exhibit II.

"SEC" shall mean the Securities and Exchange Commission.

"Securities Act" shall mean the Securities Act of 1933, as amended.

"Securities Laws" shall mean the Exchange Act, the Securities Act and
foreign, provincial and state securities laws.

"Shared Liability" shall mean (i) any Liability of the Company and its
Subsidiaries, including without limitation a Liability arising under the
Securities Laws, that (x) arises out of an act or omission that occurred prior
to the Distribution Date, and (y) is not a Retained Liability, Printco
Liability, Schoolco Liability, Techco Liability or Travelco Liability, and (ii)
the Liabilities listed on Exhibit IV. By way of example and not of limitation,
Shared Liabilities shall include: any Liability arising in connection with the
Proxy, the 2001 Note Exchange Offer or Tender Offer (other than a liability
relating to information supplied by a specific subsidiary of the Company); and
any Liability relating to the operation of the Company's headquarters arising
prior to the Distribution Date; and any other liability not relating to the
business of any particular Retained Subsidiary or Distributed Company
Subsidiary.

"Special Insurance Recoveries" shall mean Recoveries whenever received
by the Company (i) relating to insured casualty losses of a Distributed Company
or Distributed Company Subsidiary occurring prior to the Distribution Date and
(ii) not actually used by the relevant Distributed Company or Distributed
Company Subsidiary to rebuild, reconstruct, renovate or repair properties or
facilities that suffered such loss.

"Specified Securities Liabilities" shall mean (a) as to any
Distributed Company, any Liability under the Securities Laws arising out of or
relating to (x) the Information Statement (other than Liabilities relating to
those sections of the Information Statements specified on Exhibit V) and/or IPO
Prospectus of such Distributed Company, and (y) any other securities filings or
disclosures made by, or the failure to make filings or disclosures required to
be made by, the Company or any of its Subsidiaries prior to the Distribution
Date to the extent such Liability arises primarily out of material omissions
made by or materially incorrect, false, or misleading information supplied by
such Distributed Company or any of its Subsidiaries; and (b) as to the Company,
any Liability under the Securities Laws arising out of or relating to any
securities filings or disclosures made by, or the failure to make filings or
disclosures required to be made by, the Company, or any of its Subsidiaries
prior to the Distribution Date to the extent such Liability arises primarily out
of material omissions made by or materially incorrect, false or misleading
information supplied by the Retained Business or a Retained Subsidiary.

"Subsidiary" shall mean any corporation, partnership, joint venture,
limited liability company or other entity (i) in which another entity owns,
directly or indirectly, ownership interests sufficient to elect a majority of
the Board of Directors (or persons performing similar functions) (irrespective
of whether at the time any other class or classes of ownership interests of such
corporation, partnership, joint venture, limited liability company or other
entity shall or might have such voting power upon the occurrence of any
contingency) or (ii) of which another entity is a general partner or an entity
performing similar functions (e.g., a trustee or managing member).

"Tax" shall mean all U.S. federal, state, local and foreign taxes and
assessments, including all interest, penalties and additions imposed with
respect to such amounts.

"Tax Allocation Agreement" shall mean the Tax Allocation Agreement
between the Company and the Distributed Companies substantially in the form of
Exhibit VI hereto, as and to the extent amended and restated as of the closing
of the Transactions.

"Techco" shall have the meaning set forth in the heading of this
Agreement.

"Techco Acquisition Claims" shall mean any and all rights or claims
that the Company or any of its Subsidiaries may have against the sellers of
Techco and the Techco Subsidiaries (or divisions within such Subsidiaries or
Techco) under the Acquisition Agreements pursuant to which Techco and the Techco
Subsidiaries (or divisions within such Subsidiaries or Techco) were acquired by
the Company or any of its Subsidiaries.

"Techco Assets" shall mean (a) the Assets of Techco and the Techco
Subsidiaries and (b) the rights of Techco and the Techco Subsidiaries under this
Agreement and the Ancillary Agreements; provided, however, that Techco Assets
shall not include any claim of Techco against the Company relating to the
payment of finders' fees or other compensation in respect of customers referred
to the Company by Techco or the payment of rebates or other compensation in
respect of office products sold by Techco.

"Techco Business" shall mean all the businesses, Assets and operations
heretofore, currently or hereafter conducted or owned by Techco and the Techco
Subsidiaries including all businesses, Assets or operations conducted or owned
by Techco and the Techco Subsidiaries that have been sold or otherwise disposed
of or discontinued.

"Techco Common Shares" shall have the meaning set forth in the
recitals to this Agreement.

"Techco Indemnitees" shall mean Techco, the Techco Subsidiaries, their
Affiliates, each of their respective directors, officers, employees and agents
and each of the heirs, executors, successors and assigns of any of the
foregoing.

"Techco Liabilities" shall mean collectively, whenever arising,
whether prior to, at or following the Distribution Time, (i) all Liabilities of
Techco and the Techco Subsidiaries under this Agreement or the Ancillary
Agreements, (ii) all the Liabilities of the Company and its Subsidiaries,
arising primarily out of or relating primarily to the management or conduct of
the Techco Business or the administration of the Techco Subsidiaries, (iii) all
Specified Securities Liabilities of Techco, (iv) all Liabilities of the Company
relating to any Earn-Out Payment Liabilities arising out of any of the
Acquisition

Agreements pursuant to which any of the Techco Subsidiaries or any part of the
Techco Business was acquired, (v) the Distributed Company Transaction Costs of
Techco, (vi) $1,000,000 of the Company Transaction Costs and (vii) any Company
Debt allocated to Techco pursuant to Section 2.08 of this Agreement.

"Techco Subsidiaries" shall mean the Subsidiaries of Techco as listed
on Exhibit II.

"Tender Offer" shall mean, collectively, (i) the cash tender offer
by the Company to purchase approximately 37 million shares (including shares
issuable upon exercise of outstanding stock options) of Company Common Stock
at a price of $27 per share commenced on May 4, 1998 (the "Equity Tender"),
and (ii) the tender offer of the Company to purchase any and all of its
$230.0 million outstanding 5 1/2% Convertible Subordinated Notes due 2003 for
a purchase price of 94.5% of the principal amount, plus accrued interest,
commenced on May 5, 1998.

"Third Party Claim" shall have the meaning set forth in Section 5.07.

"Transaction Costs" shall mean all transaction costs including legal,
accounting, investment banking, financial advisory and other fees incurred by a
party hereto (or one of its Subsidiaries) in connection with the Transactions or
any of the other transactions described in, or contemplated by, IPO Prospectuses
and Section 2.08.

"Transactions" shall mean the execution, delivery and performance of
this Agreement, the Ancillary Agreements, and the Investment Agreement and the
consummation of the Preliminary Transactions, the Distributions, the Proxy, the
Tender Offer, the 2001 Note Exchange Offer and any other transactions
contemplated by this Agreement, the Ancillary Agreements and the Investment
Agreement, including without limitation the financing of the Company related
thereto, but not including the initial public offerings by the Distributed
Companies or the financings of the Distributed Companies.

"Transferred Policies" shall have the meaning set forth in Section
7.02(b).

"Travelco" shall have the meaning set forth in the heading of this
Agreement.

"Travelco Acquisition Claims" shall mean any and all rights or claims
that the Company or any of its Subsidiaries may have against the sellers of
Travelco and the Travelco Subsidiaries (or divisions within such Subsidiaries or
Travelco) under the Acquisition Agreements pursuant to which Travelco and the
Travelco Subsidiaries (or divisions within such Subsidiaries or Travelco) were
acquired by the Company or any of its Subsidiaries.

"Travelco Assets" shall mean (a) the Assets of Travelco and the
Travelco Subsidiaries and (b) the rights of Travelco and the Travelco
Subsidiaries under this Agreement and the Ancillary Agreements; provided,
however, that Travelco Assets shall not include any claim of Travelco against
the Company relating to the payment of finders' fees or other compensation in
respect of customers referred to the Company by Travelco or the payment of
rebates or other compensation in respect of office products sold by Travelco.

"Travelco Business" shall mean all the businesses, Assets and
operations heretofore, currently or hereafter conducted or owned by Travelco and
the Travelco Subsidiaries including all businesses, Assets or operations
conducted or owned by Travelco and the Travelco Subsidiaries that have been sold
or otherwise disposed of or discontinued.

"Travelco Common Shares" shall have the meaning set forth in the
recitals to this Agreement.

"Travelco Indemnitees" shall mean Travelco, the Travelco Subsidiaries,
their Affiliates, each of their respective directors, officers, employees and
agents and each of the heirs, executors, successors and assigns of any of the
foregoing.

"Travelco Liabilities" shall mean collectively, whenever arising,
whether prior to, at or following the Distribution Time, (i) all Liabilities of
Travelco and the Travelco Subsidiaries under this Agreement or the Ancillary
Agreements, (ii) all the Liabilities of the Company and its Subsidiaries,
arising primarily out of or relating primarily to the management or conduct of
the Travelco Business or the administration of the Travelco Subsidiaries, (iii)
all Specified Securities Liabilities of Travelco, (iv) all Liabilities of the
Company relating to any Earn-Out Payment Liabilities arising out of any of the
Acquisition Agreements pursuant to which any of the Travelco Subsidiaries or any
part of the Travelco Business was acquired, (v) the Distributed Company
Transaction Costs of Travelco, (vi) $1,000,000 of the Company Transaction Costs
and (vii) any Company Debt allocated to Travelco pursuant to Section 2.08 of
this Agreement.

"Travelco Subsidiaries" shall mean the Subsidiaries of Travelco as
listed on Exhibit II.

"2001 Note Exchange Offer" shall mean the Company's offer to exchange
its 5 1/2% Convertible Subordinated Notes due 2001 for Company Common Stock at
a temporarily reduced conversion price commenced on May 1, 1998.

SECTION 1.02 References; Interpretation. References to an "Exhibit"
or to a "Schedule" are, unless otherwise specified, to one of the Exhibits or
Schedules attached to this Agreement, and references to a "Section" or "Article"
are, unless otherwise specified,

to one of the Sections and Articles of this Agreement. Any time the word
"including" is used herein it means "including without limitation".

ARTICLE II
PRELIMINARY TRANSACTIONS

SECTION 2.01 Stock Transfers.

(a) At or prior to the Distribution Time, the Company shall transfer
or otherwise convey to Printco all its right, title and interest in and to all
the shares of capital stock of the Printco Subsidiaries.

(b) At or prior to the Distribution Time, the Company shall transfer
or otherwise convey to Schoolco all its right, title and interest in and to all
the shares of capital stock of the Schoolco Subsidiaries.

(c) At or prior to the Distribution Time, the Company shall transfer
or otherwise convey to Techco all its right, title and interest in and to all
the shares of capital stock of the Techco Subsidiaries.

(d) At or prior to the Distribution Time, the Company shall transfer
or otherwise convey to Travelco all its right, title and interest in and to all
the shares of capital stock of the Travelco Subsidiaries.

Immediately after the stock transfers set forth in this Section 2.01, the
Company shall not own any capital stock of (or other equity interest in) any of
the Distributed Company Subsidiaries.

SECTION 2.02 Liabilities.

(a) Effective as of the Distribution Time and except as otherwise
specifically provided in this Agreement or any of the Ancillary Agreements,
Printco hereby unconditionally agrees to cause each Printco Subsidiary that has
incurred a Printco Liability to pay, perform and discharge such Liability when
due in accordance with its terms.

(b) Effective as of the Distribution Time and except as otherwise
specifically provided in this Agreement or any of the Ancillary Agreements,
Schoolco hereby unconditionally agrees to cause each School Subsidiary that has
incurred a Schoolco Liability to pay, perform and discharge such Liability when
due in accordance with its terms.

(c) Effective as of the Distribution Time and except as otherwise
specifically provided in this Agreement or any of the Ancillary Agreements,
Techco hereby unconditionally agrees to cause each Techco Subsidiary that has
incurred a Techco Liability to pay, perform and discharge such Liability when
due in accordance with its terms.

(d) Effective as of the Distribution Time and except as otherwise
specifically provided in this Agreement or any of the Ancillary Agreements,
Travelco hereby unconditionally agrees to cause each Travelco Subsidiary that
has incurred a Travelco Liability to pay, perform and discharge such Liability
when due in accordance with its terms.

SECTION 2.03 Transfer of Certain Licenses and Permits.

(a) In furtherance of the transfer of the capital stock of the
Printco Subsidiaries to Printco and the assumption of the Printco Liabilities
set forth in this Article II, at or prior to the Distribution Time, (i) all
transferrable licenses, permits and authorizations issued by governmental or
regulatory entities which are used primarily in connection with the Printco
Business but which are held in the name of the Company or any Retained
Subsidiary shall be duly and validly transferred by the Company or such
Subsidiary to Printco or the appropriate Printco Subsidiary, and (ii) all
transferrable licenses, permits and authorizations issued by governmental or
regulatory entities which are used primarily in connection with the Retained
Business but which are held in the name of Printco or the Printco Subsidiaries
shall be duly and validly transferred by Printco or such Subsidiary to the
Company or the appropriate Subsidiary of the Company.

(b) In furtherance of the transfer of the capital stock of the
Schoolco Subsidiaries to Schoolco and the assumption of the Schoolco Liabilities
set forth in this Article II, at or prior to the Distribution Time, (i) all
transferrable licenses, permits and authorizations issued by governmental or
regulatory entities which are used primarily in connection with the Schoolco
Business but which are held in the name of the Company or any Retained
Subsidiary shall be duly and validly transferred by the Company or such
Subsidiary to Schoolco or the appropriate Schoolco Subsidiary, and (ii) all
transferrable licenses, permits and authorizations issued by governmental or
regulatory entities which are used primarily in connection with the Retained
Business but which are held in the name of Schoolco or the Schoolco Subsidiaries
shall be duly and validly transferred by Schoolco or such Subsidiary to the
Company or the appropriate Subsidiary of the Company.

(c) In furtherance of the transfer of the capital stock of the Techco
Subsidiaries to Techco and the assumption of the Techco Liabilities set forth in
this Article II, at or prior to the Distribution Time, (i) all transferrable
licenses, permits and authorizations issued by governmental or regulatory
entities which are used primarily in connection with the Techco Business but
which are held in the name of the Company or any Retained Subsidiary shall be
duly and validly transferred by the Company or such Subsidiary to Techco or the
appropriate Techco Subsidiary, and (ii) all transferrable licenses,

permits and authorizations issued by governmental or regulatory entities which
are used primarily in connection with the Retained Business but which are held
in the name of Techco or the Techco Subsidiaries shall be duly and validly
transferred by Techco or such Subsidiary to the Company or the appropriate
Subsidiary of the Company.

(d) In furtherance of the transfer of the capital stock of the
Travelco Subsidiaries to Travelco and the assumption of the Travelco Liabilities
set forth in this Article II, at or prior to the Distribution Time, (i) all
transferrable licenses, permits and authorizations issued by governmental or
regulatory entities which are used primarily in connection with the Travelco
Business but which are held in the name of the Company or any Retained
Subsidiary shall be duly and validly transferred by the Company or such
Subsidiary to Travelco or the appropriate Travelco Subsidiary, and (ii) all
transferrable licenses, permits and authorizations issued by governmental or
regulatory entities which are used primarily in connection with the Retained
Business but which are held in the name of Travelco or the Travelco Subsidiaries
shall be duly and validly transferred by Travelco or such Subsidiary to the
Company or the appropriate Subsidiary of the Company.

SECTION 2.04 Transfer and Assumption Documentation. In furtherance of the
transfer of the capital stock of the Distributed Company Subsidiaries to the
relevant Distributed Companies and the assumption of the Distributed Companies'
Liabilities set forth in this Article II, at or prior to the Distribution Time,
(i) the parties hereto shall execute and deliver, and cause their respective
Subsidiaries to execute and deliver, such deeds, bills of sale, stock powers,
certificates of title, assignments of leases and contracts and other instruments
of contribution, grant, conveyance, assignment, transfer and delivery necessary
to evidence such contribution, grant, conveyance, assignment, transfer and
delivery (collectively, the "Conveyancing Instruments") and (ii) each party
hereto or the appropriate Subsidiary of such party shall execute and deliver
such instruments of assumption (together with the Conveyancing Instruments, the
"Conveyancing and Assumption Instruments") as and to the extent necessary to
evidence such assumption.

SECTION 2.05 Intercompany Accounts. All intercompany receivables,
payables and loans (other than receivables, payables and loans otherwise
specifically provided for in any of the Ancillary Agreements or hereunder)
between any Distributed Company or Distributed Company Subsidiary, on the one
hand, and the Company or any of the Retained Subsidiaries, on the other hand,
including, without limitation, in respect of any cash balances, any cash
balances representing deposited checks or drafts for which only a provisional
credit has been allowed or any cash held in any centralized cash management
system, shall be settled or otherwise eliminated prior to the Distribution Date.

SECTION 2.06 Elimination of Guarantees. To the extent that any of the
parties to this Agreement or any Subsidiary thereof is a guarantor of or obligor
for (a "Guarantor") any Liability of any other party to this Agreement or any
Subsidiary thereof (a

"Guaranteed Party"), the Guarantor and the Guaranteed Party shall use their
commercially reasonable efforts to have, on or prior to the Distribution Date,
or as soon as practicable thereafter, the Guarantor removed as guarantor of or
obligor for such Liability of the Guaranteed Party (a "Guaranteed Liability").
In the event that the Guarantor cannot be removed as guarantor of or obligor for
such Guaranteed Liability, the Guaranteed Party agrees that until such
Guaranteed Liability is discharged in full, the Guaranteed Party shall take no
action, and shall not permit any of its Subsidiaries to take any action, which
will have the effect of increasing the contingent liability or exposure of the
Guarantor or any of its Subsidiaries with respect to such Guaranteed Liability.
The first sentence of this Section 2.06 shall not apply, but the second sentence
of this Section 2.06 shall apply, to the obligations set forth on Schedule 2.06.

SECTION 2.07 Assignments and Transfers Not Effected Prior to the
Distribution. Anything contained herein to the contrary notwithstanding, (a)
this Agreement shall not constitute an agreement to assign or transfer any
agreement, contract, lease, license, permit, sales order, purchase order, open
bid or other commitment if an assignment, attempted assignment, transfer or
attempted transfer of the same without the consent of a third party would
constitute a breach thereof or in any way impair the rights of the Distributed
Companies or the Company or any of their respective Subsidiaries thereunder (any
such item being referred to as a "Nonassignable Contract") and (b) nothing
herein shall be deemed to require the transfer of any Assets or the assumption
of any Liabilities which by their terms or operation of law cannot be
transferred or assumed. To the extent that any assignments or transfers
contemplated by this Article II shall not have been consummated at or prior to
the Distribution Time, the parties hereto and their respective Subsidiaries
shall cooperate and use commercially reasonable efforts to obtain any necessary
consents or approvals for the assignment of all Nonassignable Contracts, the
transfer of all Assets and the assumption of all Liabilities contemplated to be
assigned, transferred or assumed pursuant to this Article II and shall otherwise
cooperate and use reasonable best efforts to effect any such assignments,
transfers or assumptions as promptly following the Distribution Time as shall be
practicable. In the event that any consent required with respect to a
Nonassignable Contract is not obtained or an attempted assignment thereof would
be ineffective or would impair either party's rights under any such
Nonassignable Contract, then the party obligated to assign such Nonassignable
Contract (the "Assignor") will promptly (i) pay or cause to be paid to the
assignee thereof (the "Assignee"), when received, all monies received by the
Assignor with respect to any such Nonassignable Contract and (ii) use
commercially reasonable efforts to cause to be tendered to the Assignee all
non-monetary performance, and in consideration thereof the Assignee shall pay,
perform and discharge on behalf of the Assignor all the Assignor's Liabilities,
thereunder in a timely manner and in accordance with the terms thereof. In the
event that any such transfer of Assets or assumption of Liabilities has not been
consummated, from and after the Distribution Time, the party retaining such
Asset or Liability shall hold such Asset in trust for the use and benefit of the
party entitled thereto (at the expense of the party entitled thereto) or retain
such

Liability for the account of the party by whom such Liability is to be assumed
pursuant hereto, as the case may be. The parties hereto will take such other
action as may be reasonably requested by the Assignee or party to whom such
Asset is to be transferred, or by whom such Liability is to be assumed, as the
case may be, in order to place such party, insofar as is reasonably possible, in
the same position as would have existed had such Nonassignable Contract been
assigned, or such Asset or Liability been transferred or assumed, as
contemplated hereby. As and when any required consent to the assignment of a
Nonassignable Contract is obtained or any such Asset or Liability becomes
transferable or able to be assumed, such assignment, transfer or assumption
shall be effected forthwith. The parties agree that, as of the Distribution
Time, each party hereto shall be deemed to have acquired complete and sole
beneficial ownership over all Assets, together with all rights, powers and
privileges incident thereto, and shall be deemed to have assumed all
Liabilities, and all duties, obligations and responsibilities incident thereto,
which such party is entitled to acquire or required to assume pursuant to the
terms of this Agreement or any of the Ancillary Agreements.

SECTION 2.08 Debt. On or prior to the consummation of all transactions
contemplated by the Investment Agreement, (a) each Distributed Company shall
obtain bank credit facilities, borrow funds under such facilities and pay such
moneys borrowed to reduce the Company Debt equal in amount to (i) the amounts
reflected in relation to such Distributed Company on Schedule 2.08, and (ii) the
amount of any debt incurred by the Company after January 12, 1998 (the original
date of the Investment Agreement) in connection with the acquisition of any
entities that, upon the Distributions, will become a Subsidiary of such
Distributed Company, which money shall be paid to the Company to be applied to
the Company Debt; and (b) the Company shall repay the Company Debt. Interest
shall accrue on the amounts owed to the Company under this Section 2.08 for each
day such obligation remains unpaid, beginning with the day following
consummation of the Investment Agreement until, but not including, the date of
payment. Such interest shall accrue at the annual rate then in effect under the
Company's bank credit facility. The preceding sentence shall not be construed
as a waiver of any closing condition relating to the repayment of debt by the
Distributed Companies and their Subsidiaries in any agreement entered into in
connection with the Transactions.

SECTION 2.09 Assignment of Acquisition Claims. The Company hereby
contributes, grants, conveys, assigns, transfers and delivers to Printco,
Schoolco, Techco and Travelco all the Company's rights and interest in and to
the Printco Acquisition Claims, the Schoolco Acquisition Claims, the Techco
Acquisition Claims and the Travelco Acquisition Claims, respectively.
Notwithstanding the assignment of the foregoing Acquisition Claims under this
Section 2.09: (i) the net recoveries of Printco arising out of the Printco
Acquisition Claims shall be shared between Printco and the Company, as they are
collected, in a ratio of 20% to 80%, respectively, until the Company has
received the amount shown on Schedule 2.09 (including through any Special
Insurance Proceeds retained by the

Company pursuant to Section 7.04), after which time any net recoveries from the
Printco Acquisition Claims shall be shared, as they are collected, between
Printco and the Company in a ratio of 95% to 5%, respectively, (ii) the net
recoveries of Schoolco arising out of the Schoolco Acquisition Claims shall be
shared, as they are collected, between Schoolco and the Company in a ratio of
20% to 80%, respectively, until the Company has received the amount shown on
Schedule 2.09, after which time any net recoveries from the Schoolco Acquisition
Claims shall be shared, as they are collected, between Schoolco and the Company
in a ratio of 95% to 5%, respectively, (iii) the net recoveries from the Techco
Acquisition Claims shall be assigned 100% to Techco, and (iv) the net
recoveries from the Travelco Acquisition Claims shall be assigned 100% to
Travelco.

SECTION 2.10 Pledged Shares. The Company shall hold all Pledged Shares for
the purposes specified in, and distribute such Pledged Shares as provided
pursuant to, Schedule 2.10.

SECTION 2.11 Other Transactions. In furtherance of the transfer of the
capital stock of the Distributed Company Subsidiaries to the relevant
Distributed Companies and the assumption of the Distributed Companies'
Liabilities set forth in this Article II, at or prior to the Distribution Time,
the parties agree to effect the transactions, if any, described in Schedule 2.11
attached hereto.

SECTION 2.12 Certain Acquisition Expenses Not Resulting in the Incurrence
of Debt. On or prior to the consummation of all transactions contemplated by
the Investment Agreement, each of the Distributed Companies shall pay to the
Company in cash an amount equal to all amounts expended by such Distributed
Company and its respective Subsidiaries after January 12, 1998 in connection
with the acquisition of any entity that, upon the Distributions, will become a
Subsidiary of such Distributed Company (plus any and all fees and expenses
incurred in connection with such acquisition) to the extent that such amounts,
fees and expenses were not paid with debt described in Section 2.08(a)(ii).

ARTICLE III
THE DISTRIBUTION

SECTION 3.01 Directors and Employees.

(a) The Company shall cause all those individuals who will be
officers or directors of the Company or any Retained Subsidiary immediately
after the Distribution Time to resign, effective as of the Distribution Time,
from all officer or director positions with any of the Distributed Companies or
Distributed Company Subsidiaries in which they serve.

(b) The Company shall cause all those individuals who will be
officers or directors of any of the Distributed Companies or the Distributed
Company Subsidiaries immediately after the Distribution Time to resign,
effective as of the Distribution Time, from all officer or director positions
with the Company or any Retained Subsidiary in which they serve.

SECTION 3.02 Mechanics of Distribution.

(a) Delivery of Shares to Agent. Following consummation of the
transactions contemplated by Section 2.01 and subject to the closing conditions
set forth in Article VIII the Company shall deliver to the Agent, for the
benefit of holders of record of the Company Common Stock as at the close of
business on the Distribution Record Date, the share certificates representing
(i) all the Printco Common Shares, (ii) all the Schoolco Common Shares, (iii)
all the Techco Common Shares and (iv) all the Travelco Common Shares, and shall
instruct the Agent to distribute such share certificates to such holders of the
Company Common Stock upon notice from the Company that the conditions to the
obligation of the Company to consummate the Distributions have been satisfied or
waived and that the Agent is authorized to proceed with the distribution of the
Distribution Shares. Immediately following the Distributions, the Company shall
not own any capital stock of the Distributed Companies or the Distributed
Company Subsidiaries.

(b) Distribution of Certificates. The Distributions shall be
effected by the distribution to each holder of record of Company Common Stock,
as of the Distribution Record Date, of certificates representing one Printco
Common Share for each seven and one-half (7.5) shares of Company Common Stock,
one Schoolco Common Share for each nine (9) shares of Company Common Stock, one
Techco Common Share for each five (5) shares of Company Common Stock, one
Travelco Common Share for each ten (10) shares of Company Common Stock and of
cash in lieu of fractional shares as set forth in Section 3.02(c). The Company
shall instruct the Agent to distribute the Distribution Shares and the cash in
lieu of fractional shares as promptly as practicable after the Distribution
Time.

(c) Payment for Fractional Shares. No certificate or scrip
representing fractional shares of the Distribution Shares shall be distributed
to holders of the Company Common Stock as part of the Distributions. Each
holder of Company Common Stock who would otherwise be entitled to receive a
fractional share of the common stock of any of the Distributed Companies
pursuant to the Distributions shall receive cash in lieu of such fractional
share. As soon as practicable after the Distribution Date, the Company shall
direct the Agent to determine the number of fractional shares of any of the
Distribution Shares allocable to each holder of record of Company Common Stock
as of the Distribution Record Date who will receive cash in lieu of such
fractional shares, to aggregate all such fractional shares into whole shares and
sell the whole shares obtained thereby in open market

transactions or otherwise, in each case at then prevailing trading prices, and
to cause to be distributed to each such holder, in lieu of any fractional share,
such holder's ratable share of the proceeds of such sale, after making
appropriate deductions of the amount required to be withheld for U.S. federal
income tax purposes and after deducting an amount equal to all brokerage
charges, commissions and transfer taxes attributed to such sale.

SECTION 3.03 Timing of Distribution. The Board of Directors of the
Company shall, or shall authorize certain officers of the Company to, formally
declare the Distributions and shall authorize the Company to effect the
Distributions at the Distribution Time, subject to the satisfaction or waiver of
the conditions set forth in Article VIII. The Distributions shall be deemed to
be effective upon notification by the Company to the Agent that the conditions
to the obligations of the Company to consummate the Distributions have been
satisfied or waived and that the Agent is authorized to proceed with the
distribution of the Distribution Shares.

ARTICLE IV
MUTUAL RELEASE

Effective as of the Distribution Time and except as otherwise specifically
set forth in this Agreement or any of the Ancillary Agreements, each of the
parties hereto, on its own behalf and on behalf of each of its respective
Subsidiaries, releases and forever discharges all of the other parties hereto
and their respective Subsidiaries, and their respective officers, directors,
agents, Affiliates, record and beneficial security holders (including, without
limitation, trustees and beneficiaries of trusts holding such securities),
advisors and Representatives (in their respective capacities as such) and their
respective heirs, executors, administrators, successors and assigns, of and from
all debts, demands, actions, causes of action, suits, accounts, covenants,
contracts, agreements, damages, claims and Liabilities whatsoever of every name
and nature, both in law and in equity, which the releasing party has or ever
had, which arise out of or relate to the Transactions or the IPOs; provided,
however, that the foregoing general release shall not apply to (i) any
Liabilities (including Liabilities with respect to indemnification) assumed,
transferred, assigned, allocated or arising under this Agreement, any of the
Ancillary Agreements or the Investment Agreement and shall not affect any
party's right to enforce this Agreement, any Ancillary Agreement or the
Investment Agreement in accordance with their respective terms, (ii) any
Liabilities of the Company, any of its Subsidiaries or any seller of a Retained
Subsidiary or Distributed Company Subsidiary arising out of the agreement
pursuant to which such Retained Subsidiary or Distributed Company Subsidiary was
acquired by the Company or any of its Subsidiaries or any other agreement to
which the Company or any of its Subsidiaries and such a seller (acting in the
capacity of a seller) are parties, or (iii) any Liability arising out of an
agreement between any party to this Agreement and Xxxxxxxx X. Xxxxxxx. Each
party understands and agrees that, except as otherwise specifically provided in
this Agreement, the Ancillary Agreements or any agreements entered into between
the Company and the Distributed Companies in connection with the transactions
contemplated by Section 2.01, none of the parties is, in this Agreement or the
Ancillary Agreements or otherwise, representing or warranting in any way as to
the Assets, business or Liabilities transferred, assumed or retained as
contemplated hereby or as to any consents or approvals required in connection
with the consummation of the transactions contemplated by this Agreement or the
Ancillary Agreements, it being agreed and understood that each party shall take
or keep all of its Assets "as is" and that it shall bear the economic and legal
risk that conveyance of such Assets shall prove to be insufficient or that the
title to any Assets shall be other than good and marketable and free from
encumbrances of any nature whatsoever; provided, however, that the foregoing
disclaimer shall not apply to any representations made by the Company, any of
its Subsidiaries or any seller of a Retained Subsidiary or Distributed Company
Subsidiary under the agreement pursuant to which such Retained Subsidiary or
Distributed Company Subsidiary was acquired.

ARTICLE V
INDEMNIFICATION

SECTION 5.01 Indemnification by the Company. Except as otherwise
specifically set forth in any provision of this Agreement or of any Ancillary
Agreement, (a) the Company and, as to any particular Indemnifiable Loss, the
Retained Subsidiary out of whose assets, business or operations the
Indemnifiable Loss arises, shall indemnify, defend and hold harmless the
Distributed Companies' Indemnitees from and against, and pay or reimburse the
Distributed Companies' Indemnitees for, any and all Indemnifiable Losses, as
incurred, of the Distributed Companies' Indemnitees arising out of, relating to
or resulting from (i) the Retained Liabilities, the Retained Assets or the
Retained Business or (ii) the breach by the Company or any of the Retained
Subsidiaries of any provision of this Agreement or of any Ancillary Agreement to
which the Company is a party, in each case, whether such Indemnifiable Losses
relate to or arise out of or result from events, occurrences, actions,
omissions, facts or circumstances occurring, existing or asserted at, before or
after the Distribution Time, and (b) the Company shall bear the costs of and
indemnify, defend and hold harmless the Printco Indemnitees, the Schoolco
Indemnitees, the Techco Indemnitees and the Travelco Indemnitees from the
Company's Pro Rata Share of Indemnifiable Losses, as incurred, that relate to,
arise out of or result from the Shared Liabilities; provided, however, that the
Company shall have no obligation to indemnify any of the Distributed Companies'
Indemnitees for any Indemnifiable Losses arising out of, relating to or
resulting from (y) the gross negligence, bad faith or wilful misconduct of the
relevant Distributed Company or Distributed Company Subsidiary after the
Distribution Time or (z) the failure of such Distributed Company or any of its
Subsidiaries to perform its obligations under any agreement in accordance with
the terms of such agreement after the Distribution Time.

SECTION 5.02 Indemnification by Printco. Except as otherwise specifically
set forth in any provision of this Agreement or of any Ancillary Agreement, (a)
Printco and, as to any particular Indemnifiable Loss, the Printco Subsidiary out
of whose assets, business or operations the Indemnifiable Loss arises, shall
indemnify, defend and hold harmless the Company Indemnitees, the Schoolco
Indemnitees, the Techco Indemnitees and the Travelco Indemnitees from and
against, and pay or reimburse such Indemnitees for, any and all Indemnifiable
Losses, as incurred, of the Company Indemnitees, the Schoolco Indemnitees, the
Techco Indemnitees and the Travelco Indemnitees arising out of, relating to or
resulting from (i) the Printco Liabilities, the Printco Assets, the Printco
Business or the Printco Acquisition Claims, (ii) the breach by Printco or any of
its Subsidiaries of any provision of this Agreement or of any Ancillary
Agreement to which Printco is a party, in each case, whether such Indemnifiable
Losses relate to, arise out of or result from events, occurrences, actions,
omissions, facts or circumstances occurring, existing or asserted at, before or
after the Distribution Time and (b) Printco shall bear the costs of and
indemnify, defend and hold harmless the Company Indemnitees, the Schoolco
Indemnitees, the Techco Indemnitees and the Travelco Indemnitees from Printco's
Pro Rata Share of Indemnifiable Losses, as incurred, that relate to, arise out
of or result from the Shared Liabilities; provided, however, that Printco shall
have no obligation to indemnify any of the Company Indemnitees, the

Schoolco Indemnitees, the Techco Indemnitees or the Travelco Indemnitees for any
Indemnifiable Losses relating to, arising out of or resulting from (x) the gross
negligence, bad faith or wilful misconduct of the Company, Schoolco, Techco,
Travelco, or any of their respective Subsidiaries, as applicable, after the
Distribution Time or (y) the failure of the Company, Schoolco, Techco or
Travelco, or any of their respective Subsidiaries, as applicable, to perform its
obligations under any agreement in accordance with the terms of such agreement
after the Distribution Time; provided further, however, that Printco shall have
no obligation to indemnify any of the Company Indemnitees, the Schoolco
Indemnitees, the Techco Indemnitees or the Travelco Indemnitees for any
Indemnifiable Losses (including such losses arising from Defaulted Payment
Obligations) pursuant to clause (b) of this Section 5.02 once Printco has
indemnified such Indemnitees for Losses pursuant to clause (b) of this Section
5.02 in an aggregate amount equal to $1.75 million.

SECTION 5.03 Indemnification by Schoolco. Except as otherwise
specifically set forth in any provision of this Agreement or of any Ancillary
Agreement, (a) Schoolco and, as to any particular Indemnifiable Loss, the
Schoolco Subsidiary out of whose assets, business or operations the
Indemnifiable Loss arises, shall indemnify, defend and hold harmless the Company
Indemnitees, the Printco Indemnitees, the Techco Indemnitees and the Travelco
Indemnitees from and against, and pay or reimburse such Indemnitees for, any and
all Indemnifiable Losses, as incurred, of the Company Indemnitees, the Printco
Indemnitees, the Techco Indemnitees and the Travelco Indemnitees arising out of,
relating to or resulting from (i) the Schoolco Liabilities, the Schoolco Assets,
the Schoolco Business or the Schoolco Acquisition Claims and (ii) the breach by
Schoolco or any of its Subsidiaries of any provision of this Agreement or of any
Ancillary Agreement to which Schoolco is a party, in each case, whether such
Indemnifiable Losses relate to, arise out of or result from events, occurrences,
actions, omissions, facts or circumstances occurring, existing or asserted at,
before or after the Distribution Time, and (b) Schoolco shall bear the costs of
and indemnify, defend and hold harmless the Company Indemnitees, the Printco
Indemnitees, the Techco Indemnitees and the Travelco Indemnitees from Schoolco's
Pro Rata Share of Indemnifiable Losses, as incurred, that relate to, arise out
of or result from the Shared Liabilities; provided, however, that Schoolco shall
have no obligation to indemnify any of the Company Indemnitees, the Printco
Indemnitees, the Techco Indemnitees and the Travelco Indemnitees for any
Indemnifiable Losses relating to, arising out of or resulting from (x) the gross
negligence, bad faith or wilful misconduct of the Company, Printco, Techco or
Travelco, as applicable, after the Distribution Time or (y) the failure of the
Company, Printco, Techco or Travelco, or any of their respective Subsidiaries,
as applicable, to perform its obligations under any agreement in accordance with
the terms of such agreement after the Distribution Time; provided further,
however, that Schoolco shall have no obligation to indemnify any of the Company
Indemnitees, the Printco Indemnitees, the Techco Indemnitees or the Travelco
Indemnitees for any Indemnifiable Losses (including such losses arising from
Defaulted Payment Obligations) pursuant to clause (b) of this Section 5.03 once
Schoolco has indemnified such Indemnitees for Losses pursuant to clause (b) of
this Section 5.03 in an aggregate amount equal to $1.75 million.

SECTION 5.04 Indemnification by Techco. Except as otherwise specifically
set forth in any provision of this Agreement or of any Ancillary Agreement, (a)
Techco and, as to any particular Indemnifiable Loss, the Techco Subsidiary out
of whose assets, business or operations the Indemnifiable Loss arises, shall
indemnify, defend and hold harmless the Company Indemnitees, the Printco
Indemnitees, the Schoolco Indemnitees and the Travelco Indemnitees from and
against, and pay or reimburse such Indemnitees for, any and all Indemnifiable
Losses, as incurred, of the Company Indemnitees, the Printco Indemnitees, the
Schoolco Indemnitees and the Travelco Indemnitees arising out of, relating to or
resulting from (i) the Techco Liabilities, the Techco Assets, the Techco
Business or the Techco Acquisition Claims and (ii) the breach by Techco or any
of its Subsidiaries of any provision of this Agreement or of any Ancillary
Agreement to which Techco is a party, in each case, whether such Indemnifiable
Losses relate to, arise out of or result from events, occurrences, actions,
omissions, facts or circumstances occurring, existing or asserted at, before or
after the Distribution Time, and (b) Techco shall bear the costs of and
indemnify, defend and hold harmless the Company Indemnitees, the Printco
Indemnitees, the Schoolco Indemnitees and the Travelco Indemnitees from Techco's
Pro Rata Share of Indemnifiable Losses, as incurred, that relate to, arise out
of or result from the Shared Liabilities; provided, however, that Techco shall
have no obligation to indemnify any of the Company Indemnitees, the Printco
Indemnitees, the Schoolco Indemnitees and the Travelco Indemnitees for any
Indemnifiable Losses relating to, arising out of or resulting from (x) the gross
negligence, bad faith or wilful misconduct of the Company, Printco, Schoolco or
Travelco, as applicable, after the Distribution Time or (y) the failure of the
Company, Printco, Schoolco or Travelco, or any of their respective Subsidiaries,
as applicable, to perform its obligations under any agreement in accordance with
the terms of such agreement after the Distribution Time; provided further,
however, that Techco shall have no obligation to indemnify any of the Company
Indemnitees, the Printco Indemnitees, the Schoolco Indemnitees or the Travelco
Indemnitees for any Indemnifiable Losses (including such losses arising from
Defaulted Payment Obligations) pursuant to clause (b) of this Section 5.04 once
Techco has indemnified such Indemnitees for Losses pursuant to clause (b) of
this Section 5.04 in an aggregate amount equal to $1.75 million.

SECTION 5.05 Indemnification by Travelco. Except as otherwise
specifically set forth in any provision of this Agreement or of any Ancillary
Agreement, (a) Travelco and, as to any particular Indemnifiable Loss, the
Travelco Subsidiary out of whose assets, business or operations the
Indemnifiable Loss arises, shall indemnify, defend and hold harmless the Company
Indemnitees, the Printco Indemnitees, the Schoolco Indemnitees and the Techco
Indemnitees from and against, and pay or reimburse such Indemnitees for, any and
all Indemnifiable Losses, as incurred, of the Company Indemnitees, the Printco
Indemnitees, the Schoolco Indemnitees and the Techco Indemnitees arising out of,
relating to or resulting from (i) the Travelco Liabilities, the Travelco Assets,
the Travelco Business or the Travelco Acquisition Claims and (ii) the breach by
Travelco or any of its Subsidiaries

of any provision of this Agreement or of any Ancillary Agreement to which
Travelco is a party, in each case, whether such Indemnifiable Losses relate to
or arise from events, occurrences, actions, omissions, facts or circumstances
occurring, existing or asserted at, before or after the Distribution Time, and
(b) Travelco shall bear the costs of and indemnify, defend and hold harmless the
Company Indemnitees, the Printco Indemnitees, the Schoolco Indemnitees and the
Techco Indemnitees from Travelco's Pro Rata Share of Indemnifiable Losses, as
incurred, that relate to, arise out of or result from the Shared Liabilities;
provided, however, that Travelco shall have no obligation to indemnify any of
the Company Indemnitees, the Printco Indemnitees, the Schoolco Indemnitees and
the Techco Indemnitees for any Indemnifiable Losses relating to, arising out of
or resulting from (x) the gross negligence, bad faith or wilful misconduct of
the Company, Printco, Schoolco or Techco, as applicable, after the Distribution
Time or (y) the failure of the Company, Printco, Schoolco or Techco, or any of
their respective Subsidiaries, as applicable, to perform its obligations under
any agreement in accordance with the terms of such agreement after the
Distribution Time ; provided further, however, that Travelco shall have no
obligation to indemnify any of the Company Indemnitees, the Printco Indemnitees,
the Schoolco Indemnitees or the Techco Indemnitees for any Indemnifiable Losses
(including such losses arising from Defaulted Payment Obligations) pursuant to
clause (b) of this Section 5.05 once Travelco has indemnified such Indemnitees
for Losses pursuant to clause (b) of this Section 5.05 in an aggregate amount
equal to $1.75 million.

SECTION 5.06 Limitations on Indemnification Obligations. The amount that
any party (an "Indemnifying Party") is or may be required to pay to any other
Person (an "Indemnitee") pursuant to Sections 5.01, 5.02, 5.03, 5.04 or 5.05, as
applicable, shall be reduced (retroactively or prospectively) by any Insurance
Proceeds, settlement recoveries or other amounts actually recovered by or on
behalf of such Indemnitee in respect of the related Indemnifiable Loss. If an
Indemnitee shall have received the payment required by this Agreement from an
Indemnifying Party in respect of an Indemnifiable Loss and shall subsequently
actually receive Insurance Proceeds, settlement recoveries or other amounts in
respect of such Indemnifiable Loss, then such Indemnitee shall pay to such
Indemnifying Party a sum equal to the amount of such Insurance Proceeds,
settlement recoveries or other amounts actually received, up to the aggregate
amount of any payments made by such Indemnifying Party pursuant to this
Agreement in respect of such Indemnifiable Loss. Amounts paid by an
Indemnifying Party pursuant to clause (b) of Sections 5.01, 5.02, 5.03, 5.04 or
5.05 which are paid with, or reimbursed by, Insurance Proceeds, settlement
recoveries or other amounts actually recovered, by or on behalf of an
Indemnifying Party, in respect of the related Indemnifiable Loss, shall not
count toward the limit on each party's Shared Liabilities set forth in the
second proviso of Sections 5.01, 5.02, 5.03, 5.04 or 5.05, as applicable.

SECTION 5.07 Procedures for Indemnification of Third Party Claims.

(a) If a claim or demand is made against an Indemnitee by any person
who is not a party, or an Affiliate of a party, to this Agreement or any of the
Ancillary Agreements (a "Third Party Claim") as to which such Indemnitee is
entitled to indemnification pursuant to this Agreement, such Indemnitee shall
notify the Indemnifying Party in writing, and in reasonable detail, of the Third
Party Claim promptly (and in any event within 10 business days) after receipt by
such Indemnitee of written notice of the Third Party Claim; provided, however,
that failure to give such notification shall not affect the indemnification
provided hereunder except to the extent that the defense or conduct of such
Third Party Claim by the Indemnifying Party shall have been actually and
materially prejudiced as a result of such failure (except that the Indemnifying
Party shall not be liable for any expenses incurred during the period in which
the Indemnitee failed to give such notice); provided further, however, that in
no event shall such failure to notify the Indemnifying Party (i) constitute
prejudice suffered by the Indemnifying Party if it has otherwise received notice
of the Third Party Claim or (ii) relieve it from any liability or obligation
that it may otherwise have to such Indemnitee. Thereafter, the Indemnitee shall
deliver to the Indemnifying Party, promptly (and in any event within 10 business
days) after the Indemnitee's receipt thereof, copies of all notices and
documents (including court papers) received by the Indemnitee relating to the
Third Party Claim.

(b) (i) If a Third Party Claim is made against an Indemnitee, the
Indemnifying Party shall be entitled to participate in the defense thereof and,
if it so chooses and acknowledges in writing its obligation to indemnify the
Indemnitee therefor, to assume the defense thereof with counsel selected by the
Indemnifying Party, provided that such counsel is not reasonably objected to by
the Indemnitee, and, thereafter, the Indemnifying Party shall not be liable to
the Indemnitee for legal or other expenses subsequently incurred by the
Indemnitee in connection with the defense thereof. If the Indemnifying Party
elects to assume the defense of a Third Party Claim pursuant to this subsection
(b)(i), the Indemnitee shall have the right to participate in the defense
thereof and to employ counsel, at its own expense, separate from the counsel
employed by the Indemnifying Party, it being understood that the Indemnifying
Party shall have full control of such defense, and the Indemnifying Party shall
be liable for the reasonable fees and expenses of counsel employed by the
Indemnitee for any period during which the Indemnifying Party has failed to
assume the defense thereof.

(ii) Notwithstanding subsection (b)(i) of this Section 5.07, if
the Indemnitee reasonably believes that a Third Party Claim could lead to a
material adverse effect on its business, it shall be entitled to retain control
of (and the related Indemnifying Party shall not be entitled to assume), or to
reassert control over, the defense of the claim and shall be entitled to be
reimbursed for its reasonable out-of-pocket expenses attributable to such
defense. If the Indemnitee elects to retain control of, or to reassert control
over, the defense of a Third Party Claim pursuant to this subsection (b)(ii),
the Indemnifying Party shall have the right to participate in the defense
thereof and to employ counsel, at its own

expense, separate from the counsel employed by the Indemnitee, it being
understood that the Indemnitee shall have full control of such defense.

(c) If the Indemnifying Party elects to assume the defense of any
Third Party Claim pursuant to subsection (b)(i) of this Section 5.07, all of the
Indemnitees shall cooperate with the Indemnifying Party in the defense or
prosecution thereof. If the Indemnitee elects to retain control of, or to
reassert control over, the defense of any Third Party Claim pursuant to
subsection (b)(ii) of this Section 5.07, the Indemnifying Party shall cooperate
with the Indemnitee in the defense or prosecution thereof. Such cooperation
shall include the retention and, upon the Indemnitee's or Indemnifying Party's
request, as applicable, the provision to such party of records and information
which are reasonably relevant to such Third Party Claim and making employees
available on a mutually convenient basis to provide additional information
regarding any material provided hereunder.

(d) Notwithstanding the foregoing, the Indemnifying Party shall not
be entitled to assume the defense of any Third Party Claim (and shall be liable
for the reasonable fees and expenses of counsel incurred by the Indemnitee in
defending such Third Party Claim) if the Third Party Claim seeks an order,
injunction or other equitable relief or relief for other than money damages
against the Indemnitee which the Indemnitee reasonably determines in good faith,
after conferring with its counsel, cannot be separated from any related claim
for money damages. If such equitable relief or other relief portion of the
Third Party Claim can be so separated from that for money damages, the
Indemnifying Party shall be entitled to assume the defense of the portion
relating to money damages.

(e) Notwithstanding the foregoing, the Indemnifying Party shall not
be entitled to assume the defense of any Third Party Claim (and shall be liable
for the reasonable fees and expenses of counsel incurred by the Indemnitee in
defending such Third Party Claim) if the Indemnitee reasonably determines in
good faith, after conferring with its counsel, that the Indemnitee has available
to it one or more defenses or counterclaims that are inconsistent with one or
more of those that may be available to the Indemnifying Party in respect of such
Third Party Claim.

(f) Whether or not the Indemnifying Party shall have assumed the
defense of a Third Party Claim, in no event will the Indemnitee admit any
liability with respect to, or settle, compromise or discharge, such Third Party
Claim without the Indemnifying Party's prior written consent (which consent
shall not be unreasonably withheld or delayed); provided, however, that the
Indemnitee shall have the right to settle, compromise or discharge such Third
Party Claim without the consent of the Indemnifying Party if the Indemnitee
releases in writing the Indemnifying Party from its indemnification obligation
hereunder with respect to such Third Party Claim and such settlement, compromise
or discharge would not otherwise adversely affect the Indemnifying Party. If

the Indemnifying Party shall have assumed the defense of a Third Party Claim
(and the Indemnitee shall not have reasserted control over the defense of such
claim pursuant to Section 5.07(b)(ii)), the Indemnitee shall agree to any
settlement, compromise or discharge of a Third Party Claim that the Indemnifying
Party may recommend and that by its terms does not obligate the Indemnitee to
pay any of the liability in connection with such Third Party Claim, releases the
Indemnitee completely and unconditionally in connection with such Third Party
Claim and does not provide for injunctive or other nonmonetary relief affecting
the Indemnitee.

SECTION 5.08 Indemnification Payments. Indemnification required by this
Article V shall be made by prompt periodic payments of the amount thereof during
the course of the investigation, preparation or defense, as and when bills are
received or loss, liability, claim, damage, cost or expense is incurred.

SECTION 5.09 Defaults. In the event that any obligation of any
Indemnifying Party to indemnify an Indemnitee as required by Sections 5.02,
5.03, 5.04 and 5.05 proves to be uncollectible by the Indemnitee despite
reasonable collection efforts (a "Defaulted Payment Obligation"), such Defaulted
Payment Obligation shall be treated as a Shared Liability and shall be shared by
the Company and the Distributed Companies as provided in clause (b) of Sections
5.02, 5.03, 5.04 and 5.05; provided, however, that for purposes of calculating
each non-defaulting party's Pro Rata Share of such Shared Liability, "Pro Rata
Share" for each non-defaulting party shall be calculated as the fraction (a) the
numerator of which is such party's Pro Rata Share and (b) the denominator of
which is the sum of each non-defaulting party's Pro Rata Share. Defaulted
Payment Obligations shall count toward the limit on each party's Shared
Liabilities set forth in the second proviso to Sections 5.02, 5.03, 5.04 and
5.05, as applicable.

SECTION 5.10 Tax Adjustments. The amount of any Indemnifiable Loss shall
be (i) increased by the amount of any net Tax cost actually incurred by the
Indemnitee arising from any payments required by this Article V (other than this
Section 5.10) and received from the Indemnifying Party, together with such
additional amounts as are necessary so that the aggregate payments received from
the Indemnifying Party on account of such Indemnifiable Loss, net of any such
net Tax cost and any net Tax cost actually incurred by the Indemnitee as a
result of the receipt or accrual of such additional amounts, is equal to the
amount of such Indemnifiable Loss; and (ii) reduced by the amount of any net Tax
benefit actually realized by the Indemnitee arising from the incurrence or
payment of any such Indemnifiable Loss; provided however, that in the event such
net Tax benefit is subsequently reduced as a result of the carryback of any
other Tax benefit, or disallowed, the Indemnifying party shall promptly pay the
Indemnitee the amount of such reduction or disallowance. For purposes of this
Section 5.10, a net Tax benefit shall be deemed to be "actually realized" only
to the extent of the excess of (i) the aggregate amount of Taxes that would have
been shown as due and payable on the U.S. federal, state and local income Tax

returns of the Indemnitee in the taxable period in which such net Tax benefit is
actually realized if such Indemnifiable Loss had not been incurred, and no
payment had been made in respect of such Indemnifiable Loss by the Indemnifying
Party over (ii) the aggregate amount of Taxes actually shown as due and payable
on such Tax returns.

SECTION 5.11 MCI Agreement. Notwithstanding Sections 5.01, 5.02, 5.03,
5.04 and 5.05, each of the parties hereto agrees to indemnify and hold the other
parties hereto harmless for any Liability under the MCI Agreement attributable
to the failure of such party to meet the required targets under the MCI
Agreement set forth on Schedule 5.11.

SECTION 5.12 Survival of Indemnities. The obligations of the parties
under this Article V shall survive the sale or other transfer by any of them of
any Assets or businesses or the assignment by any of them of any Liabilities,
with respect to any Indemnifiable Loss of any Indemnitee related to such Assets,
businesses or Liabilities.

ARTICLE VI
COVENANTS

SECTION 6.01 Provision of Corporate Records. Prior to or as promptly as
practicable after the Distribution Time, the Company shall deliver to each
Distributed Company copies of, or, if in the possession of such Distributed
Company or its Subsidiaries, such Distributed Company shall retain, all
corporate books and records and the relevant portions (or copies thereof) of all
corporate books and records relating directly and primarily to such Distributed
Company's Assets, such Distributed Company's Business, or such Distributed
Company's Liabilities, including, in each case, all agreements, litigation files
and government filings, whether or not active; provided however, that if
original versions of the above documents are in the possession of the Company
and not in the possession of the relevant Distributed Company, the Company shall
deliver said originals to such relevant Distributed Company. From and after the
Distribution Time, all such books, records and other items or such copies
thereof shall be the property of such Distributed Company; provided however,
that nothing in this Section 6.01 shall preclude the Company from retaining
duplicates of all such corporate records that are delivered to a Distributed
Company.

SECTION 6.02 Access to Information. From and after the Distribution Time
each party hereto shall afford to each other party and their respective
authorized accountants, counsel and other designated representatives reasonable
access and duplicating rights (at such other party's expense) during normal
business hours and upon reasonable advance notice, subject to the
confidentiality provisions hereof and any additional appropriate restrictions
for classified, privileged or confidential information, to all Information
within the possession or control of such party or to which it has access
relating

to the business, Assets or Liabilities of such other party as they existed prior
to the Distribution Time or relating to or arising in connection with the
relationship between the Retained Business, on the one hand, and the
Distributed Companies' Businesses, on the other hand, on or prior to the
Distribution Time, insofar as such access is reasonably required for a
reasonable purpose. Without limiting the foregoing, Information may be
requested under this Section 6.02 for audit, accounting, claims, litigation and
Tax purposes, as well as for purposes of fulfilling disclosure and reporting
obligations.

SECTION 6.03 Retention of Records. Except as provided in this Agreement
or any of the Ancillary Agreements or as otherwise agreed in writing, if any
Information relating to the business, Assets or Liabilities of a party hereto,
as they existed prior to the Distribution Time or as they are transferred,
assumed or imposed pursuant to this Agreement, is retained by one of the other
parties hereto, the party retaining such Information shall, and shall cause its
Subsidiaries to, retain all such Information in such party's possession or under
its control until such Information is at least ten years old except that if,
prior to the expiration of such period, the party retaining such information
wishes to destroy or dispose of any such Information that is at least three
years old, prior to destroying or disposing of any of such Information, (a) such
party shall provide no less than 30 days' prior written notice to the other
party, specifying the Information proposed to be destroyed or disposed of and
(b) if, prior to the scheduled date for such destruction or disposal, the other
party requests in writing that any of the Information proposed to be destroyed
or disposed of be delivered to such other party, the party proposing to dispose
of or destroy such Information shall arrange for the delivery of the requested
Information to a location specified by, and at the expense of, the requesting
party.

SECTION 6.04 Witness Services. From and after the Distribution Time, each
of the parties hereto shall use commercially reasonable efforts to make
available to each other party hereto, upon reasonable written request, its and
its Subsidiaries' officers, directors, employees and agents as witnesses to the
extent that (i) such persons may reasonably be required in connection with the
prosecution, investigation or defense of any Action or threatened Action in
which the requesting party may from time to time be involved and (ii) there is
no conflict in the Action or threatened Action between the requesting party and
the other party.

SECTION 6.05 Reimbursement. Except to the extent otherwise contemplated
by any Ancillary Agreement, a party providing books and records, access to
Information or witness services to the other party under this Article VI shall
be entitled to receive from the recipient, upon the presentation of invoices
therefor, payments for supplies, disbursements and other out-of-pocket expenses
and direct and indirect costs of employees, as may be reasonably incurred in
providing such books and records, access to Information or witness services.

SECTION 6.06 Confidentiality.

(a) Each party hereto shall keep, and shall cause its Representatives
to keep, the other party's Information strictly confidential and will disclose
such Information only to such of its Representatives who need to know such
Information and who agree to be bound by this Section 6.06 and not to disclose
such Information to any other Person or entity. Without the prior written
consent of the other party, each party and its Representatives shall not
disclose the other party's Information to any Person or entity except as may be
required by law or judicial process or in connection with the enforcement of its
rights under this Agreement or any of the Ancillary Agreements and, in each
case, in accordance with this Section 6.06. Each party agrees to be responsible
for any breach of this confidentiality provision by any of its Representatives.

(b) In the event that any party hereto or any of its Representatives
becomes legally compelled (by deposition, interrogatory, request for documents,
subpoena, civil investigative demand or similar process), or determines that it
is necessary in connection with the enforcement of its rights under this
Agreement or any of the Ancillary Agreements, to disclose all or any part of the
other party's Information, the receiving party or its Representatives shall
promptly notify the other party of such compulsion or determination in writing,
and consult with and assist the other party in seeking a protective order or
request for other appropriate remedy. In the event that such protective order
or other remedy is not obtained or the other party waives compliance with the
terms hereof, such receiving party or its Representatives, as the case may be,
shall disclose only that portion of the Information which, in the opinion of the
receiving party's outside counsel, is legally required to be disclosed, and
shall exercise all commercially reasonable efforts to assure that confidential
treatment will be accorded such Information by the Persons or entities receiving
such Information. The providing party shall be given an opportunity to review
the Information prior to disclosure.

SECTION 6.07 Further Assurances. In case at any time after the
Distribution Time any further action is reasonably necessary or desirable to
carry out the purposes of this Agreement and the Ancillary Agreements, the
proper officers at such time of each party to this Agreement shall promptly take
all such action. Without limiting the foregoing, the Company and the
Distributed Companies or their respective Subsidiaries, as appropriate, shall
use commercially reasonable efforts to obtain all consents and approvals, to
enter into all agreements and to make all filings and applications that may be
required or are reasonably necessary for the consummation of the Transactions,
including, without limitation, all applicable governmental and regulatory
filings. In addition, the Company shall use commercially reasonable efforts to
obtain releases of all liens on the Distributed Companies' Assets that exist as
a result of the Company Credit Agreement.

ARTICLE VII
INSURANCE

SECTION 7.01 General. Except as provided in this Article, the Company
shall keep in effect all policies under its Insurance Program as of the date
hereof insuring the Distributed Companies' Assets and the operations of the
Distributed Companies' Businesses until 12:00 midnight (Eastern time) on the
Distribution Date, except to the extent that a Distributed Company shall have
earlier obtained appropriate coverage and notified the Company in writing to
that effect. Beginning at 12:01 a.m. on the day following the Distribution
Date, the Distributed Companies will cease to be insured under all policies in
the Company's Insurance Program.

SECTION 7.02 Distributed Companies' Insurance.

(a) Each Distributed Company will purchase and pay for the types and
amounts of insurance coverage that it reasonably deems appropriate and
sufficient for the period beginning on and continuing after the Distribution
Date, including Broad Form Contractual Liability insurance coverage as to such
Distributed Company's indemnity obligations set forth in this Agreement.

(b) Each Distributed Company agrees that the Company has made no
warranty, expressed or implied, and no representation that the insurance
described in Sections 7.01 or 7.02(a) above is or will be adequate or sufficient
to meet such Distributed Company's current or future insurance needs.

SECTION 7.03 Access to the Company's Insurance Program. Each Distributed
Company and its Affiliates shall have access through the Company after the
Distribution Date to such coverages and limits as may be available under the
Company's Insurance Program for Covered Claims occurring prior to the
Distribution Date. Such access shall be subject to available coverage and to
all of the terms, conditions, exclusions, retentions and limits of such
Policies.

SECTION 7.04 Insurance Recoveries. The Company shall use reasonable
efforts to obtain Recoveries for the Distributed Companies and their Affiliates
from the Company's insurance carriers for coverage available under Section 7.03
and shall keep the Distributed Companies reasonably informed of the Company's
efforts under this Section 7.04. The Company will reimburse the Distributed
Companies for any Recovery obtained by it on behalf of such Distributed Company
or Affiliate thereof pursuant to such claims; provided, however, that Special
Insurance Recoveries shall be shared between the Company and the relevant
Distributed Company in the same manner as any net recoveries of an Acquisition
Claim of such Distributed Company (payable at that time) would be shared between
the Company and such Distributed Company pursuant to Section 2.09, including
that, if the net recoveries from an Acquisition Claim of such Distributed
Company are not

required to be shared in any manner with the Company pursuant to Section 2.09,
any Special Insurance Recoveries related to such Distributed Company should be
entirely payable to it. Any Distributed Company receiving a Recovery in its
entirety under this Section 7.04 shall pay all costs incurred by the Company
after the Distribution Date in making the related claim pursuant to this Section
7.04, including the salaries of the Company's officers and employees based on
the portion of time spent on such claims ("Recovery Costs"), and such Recovery
Costs incurred in pursuing the claim may be deducted from the Recovery. As to
any Recovery Costs incurred in relation to Special Insurance Recoveries, the
party or parties receiving such Special Insurance Recoveries, or a portion
thereof, shall bear the related Recovery Costs in proportion to the share of the
Special Insurance Recoveries such party receives. Each Distributed Company
agrees to make available to the Company such of its employees as the Company may
reasonably request as witnesses or deponents in connection with the Company's
management of claims, at such Distributed Company's sole cost and expense
notwithstanding Sections 6.04 and 6.05. Each Distributed Company agrees that,
if the Company has paid a Recovery to it for such a claim and such Distributed
Company receives proceeds from any other person with respect to such claim, it
will pay over to the Company the amount of proceeds it has received.

SECTION 7.05 Insurance Representations. Each Distributed Company hereby
represents and warrants to the Company that no representation by such
Distributed Company (or any of its officers, directors or Subsidiaries) relating
to information underlying any Insurance Policy of the Company contains an untrue
statement of material fact or omits to state a material fact necessary to make a
statement contained therein, in light of the circumstances under which they were
made, not misleading with respect to such information.

SECTION 7.06 Assignment. Nothing in this Agreement shall be deemed to
constitute (or to reflect) an assignment of any insurance policy or insurance
benefit.

SECTION 7.07 Deductibles and Maximums.

(a) To the extent that there are deductible amounts or retentions
applicable to potential insurance recoveries for claims of the Company or a
Distributed Company that are not per-occurrence deductibles, the Company shall
allocate such deductibles or retentions in such manner as the Company or a
Distributed Company, as applicable, determines, in good faith, is fair and
reasonable. For purposes of this Section 7.07, the parties agree that it is
fair and reasonable to allocate the deductibles, if any, first to any claims
based on recklessness, bad faith or wilful misconduct.

(b) To the extent that the Recoveries for any particular group of
claims of the Company or a Distributed Company may be subject to overall policy
limits, the Company shall allocate Recoveries in such manner as the Company
determines, in good faith, is fair and reasonable.

SECTION 7.08 Conflicts Between Article VII and the Company's Insurance
Program. Any provision of this Agreement that conflicts with any term or
provision of the Company's applicable insurance policies shall be void.

SECTION 7.09 Maintenance of Insurance Policies. Each of the Company and
the Distributed Companies covenants to maintain insurance policies related to
such Company's or Distributed Company's indemnification obligations under this
Agreement with similar covenants, limits and deductibles as in effect as of
12:01 a.m. on the day following the Distribution Date for a period of four years
from such date and time.

ARTICLE VIII
CONDITIONS

SECTION 8.01 Conditions to Obligations of the Company. The obligation of
the Company to consummate the Distributions hereunder shall be subject to the
satisfaction or waiver of each of the following conditions:

(a) All of the transactions contemplated by Article II hereof to
occur prior to the Distribution Time shall have been consummated.

(b) The Distribution Shares to be issued in the Distributions shall
have been approved for trading on the NASDAQ, subject only to official notice of
issuance.

(c) All filings required to be made prior to the Distribution Time
with, and all consents, approvals and authorizations required to be obtained
prior to the Distribution Time from, any government or any court, arbitral
tribunal, administrative agency or commission or other regulatory authority,
agency or commission, governmental or otherwise, in connection with the
consummation of the Preliminary Transactions, the Distributions and any other
transaction contemplated hereby shall have been made or obtained, except where
the failure to make or obtain the same would not, individually or in the
aggregate, have a material adverse effect on the business, properties, results
of operations or financial condition of the Company, the Distributed Companies
or any of their respective Subsidiaries, or on the ability of any thereof to
consummate the transactions contemplated hereby, or to perform its obligations
under this Agreement or any of the Ancillary Agreements to which it is or will
be a party.

(d) Each of the Ancillary Agreements shall have been executed and
delivered by each of the parties thereto and shall be in full force and effect
in accordance with its terms.

(e) Each of the registration statements on Forms S-1 under the
Securities Act filed with the SEC by the Distributed Companies in connection
with the Distributions shall have become effective under the Exchange Act, no
stop order suspending the effectiveness thereof shall have been issued and no
proceedings for that purpose shall have been initiated by the SEC; and the
Information Statements shall have been or shall be simultaneously or promptly
mailed to holders of Distribution Shares in accordance with the rules,
regulations and policies of the SEC.

(f) No statute, rule or regulation or temporary restraining order,
preliminary or permanent injunction or other order issued by any court of
competent jurisdiction or other legal restraint or prohibition shall be in
effect that prohibits consummation of the Preliminary Transactions or the
Distributions.

(g) All conditions to the Tender Offer shall have been satisfied or
waived by the Company, and the Tender Offer shall have been consummated prior to
or on the Distribution Date.

(h) The Company and each of the Distributed Companies shall have
received an opinion of Xxxxxx, Xxxxxx & Xxxxxxxxx, counsel to the Company, that
for U.S. federal income tax purposes the Distributions will qualify as tax-free
spin-offs under Section 355 of the Code and will not be taxable under Section
355(e) of the Code. In rendering such opinion, such counsel shall be entitled
to rely on certain assumptions and representations provided by the Company, the
Distributed Companies and CDR-PC and certain other information, data,
documentation and other materials that Xxxxxx, Xxxxxx & Xxxxxxxxx deems
necessary.

ARTICLE IX
DISPUTE RESOLUTION

SECTION 9.01 Mediation and Binding Arbitration. Except as may be
expressly provided in any of the Ancillary Agreements or in any other agreement
between the parties entered into pursuant hereto, if a dispute, controversy or
claim (collectively, a "Dispute") between the Company and any of the Distributed
Companies or any of their respective Affiliates arises out of or relates to this
Agreement, any Ancillary Agreement, or any other agreement entered into pursuant
hereto or thereto, including, without limitation, the breach, termination,
enforceability, interpretation or validity of any such agreement or any matter
involving an Indemnifiable Loss, the Company and such Distributed Company agree
to use the following procedures, in lieu of either party pursuing other
available remedies and as the sole and exclusive remedy (except as provided in
Section 10.11 below), to resolve the Dispute.

SECTION 9.02 Initiation of Negotiation. A party seeking to initiate the
procedures shall provide written notice to the other party, describing briefly
the nature of the Dispute. A meeting shall be held between the parties within
10 days of the receipt of such notice, attended by executives who have
decision-making authority regarding the Dispute, to attempt in good faith to
negotiate a resolution of the Dispute.

SECTION 9.03 Submission to Mediation. If, within 30 days after such
meeting, the parties have not succeeded in negotiating a resolution of the
Dispute, the parties agree to submit the Dispute at the earliest possible date
to mediation conducted in accordance with the Commercial Mediation Rules of the
AAA, and to bear equally the costs of the mediation. The parties agree to
participate in good faith in the mediation and negotiations related thereto for
a period of 30 days or such longer period as they may mutually agree following
the initial mediation session (the "Mediation Period").

SECTION 9.04 Selection of Mediator. The parties will jointly appoint a
mutually acceptable and neutral mediator. If they are unable to agree upon such
appointment within 20 days from the conclusion of the negotiation period, a
mediator shall be appointed by the AAA pursuant to the Commercial Mediation
Rules of the AAA.

SECTION 9.05 Treatment of Negotiation and Mediation. All negotiations and
mediations pursuant to this Article shall be treated as compromise and
settlement negotiations for purposes of Rule 408 of the Federal Rules of
Evidence and comparable state rules.

SECTION 9.06 Arbitration.

(a) Notwithstanding the foregoing provisions of this Article IX, at
the end of the Mediation Period any party may submit the matter to binding
arbitration conducted in accordance with the Commercial Arbitration Rules of the
AAA, by one or three arbitrators(s) selected in accordance with the provisions
of Section 9.06(b). Any arbitration proceeding hereunder shall be held in the
city of New York, New York, and shall be governed by the Federal Arbitration
Act, 9 U.S.C. Sections 1-16, and judgment upon the award rendered by the
arbitrator(s) may be entered by any court having jurisdiction thereof or having
jurisdiction over the relevant party or its assets. Any arbitral award
hereunder shall be in writing, state the reasons for the award and be final and
binding on the parties.

(b) The parties shall seek to appoint jointly a mutually acceptable
sole arbitrator. If the parties cannot agree on an acceptable sole arbitrator
within 10 days after the commencement of the arbitration, the Dispute shall be
heard by a panel of three arbitrators, one appointed by each of the parties
within 20 days after commencement of the arbitration, and the third arbitrator
selected by the other two arbitrators within 15 days of appointment of the first
two arbitrators. If either side fails to appoint an arbitrator within 20

days after the commencement of the arbitration, then that arbitrator shall be
appointed by the AAA, which shall promptly notify the parties of such
appointment. If the first two arbitrators appointed fail to appoint a third
arbitrator within the 15-day period prescribed above, then the AAA shall appoint
the third arbitrator and shall promptly notify the parties of the appointment.
References herein to the "Arbitrator" shall mean the sole arbitrator or the
three-arbitrator panel, as the case may be.

(c) In the event the Dispute involves (i) valuation of a liability
under (A) this Agreement, (B) any Ancillary Agreement or (C) any other agreement
entered into by the parties pursuant to this Agreement or any Ancillary
Agreement, (ii) an amount in controversy in a Dispute or (iii) the amount of
damages following a determination of liability, the arbitration shall proceed in
the following manner: Each party shall submit to the Arbitrator and exchange
with each other, on a schedule to be determined by the Arbitrator, a proposed
valuation, amount or damages, as the case may be, together with a statement,
including all supporting documents or other evidence upon which it relies,
setting forth such party's explanation as to why its proposal is reasonable and
appropriate. The Arbitrator, within 15 days of receiving such proposals and
supporting documents, shall choose between the two proposals and shall be
limited to awarding only one or the other of the two proposals submitted.

(d) Cost of Arbitration. The costs of arbitration shall be
apportioned between the parties to the arbitration as determined by the
Arbitrator in such manner as the Arbitrator deems reasonable taking into account
the circumstances of the case, the conduct of the parties during the proceeding
and the result of the arbitration.

(e) Arbitration Period. Any arbitration proceeding shall be
concluded in a maximum of six (6) months from the commencement of the
arbitration. The parties involved in the proceeding may agree in writing to
extend the arbitration period if necessary to appropriately resolve the Dispute.

SECTION 9.07 Confidentiality. All negotiation, mediation and arbitration
proceedings under this Article shall be treated as confidential Information in
accordance with the provisions of Section 6.06 hereof. Any mediator or the
Arbitrator shall be bound by an agreement containing confidentiality provisions
at least as restrictive as those contained in Section 6.06 hereof.

SECTION 9.08 Notices. All notices by one party to the other party in
connection with the dispute resolution provisions set forth in this Article
shall be in accordance with the provisions of Section 10.05 hereof.

SECTION 9.09 Consolidation. The Arbitrator may consolidate an arbitration
under this Agreement with any arbitration arising under or relating to the

Ancillary Agreements or any other agreement between the parties entered into
pursuant hereto, as the case may be, if the subject of the Disputes thereunder
arise out of or relate essentially to the same set of facts or transactions.
Such consolidated arbitration shall be determined by the arbitrator appointed
for the arbitration proceeding that was commenced first in time.

ARTICLE X
MISCELLANEOUS

SECTION 10.01 Modification, Amendment or Termination. This Agreement may
not be modified, amended or terminated except by an agreement in writing signed
by each of the parties hereto and approved by the board of directors of each of
the parties hereto; provided, however, that (a) any modification or amendment to
this Agreement that is adverse to the rights or interests of CDR-PC, as a
stockholder or warrantholder of the Company, and (b) any termination of this
Agreement, shall not be effective unless such modification, amendment or
termination was approved by an affirmative vote of not less than three-fourths
of the members of the board of directors of the Company; provided further,
however, that the preceding proviso shall apply only for so long as CDR-PC has
the right to designate at least two nominees to the board of directors of the
Company pursuant to Section 4.01(b) of the Investment Agreement; provided
further, however, that Article V shall not be terminated, modified or amended
after the Distribution Time in respect of the third party beneficiaries thereto
without the consent of such persons.

SECTION 10.02 Waiver; Remedies. The conditions to the Company's
obligation to consummate the Distributions are for the sole benefit of the
Company and may be waived by the Company in whole or in part in its sole
discretion. No delay on the part of the Company or the Distributed Companies in
exercising any right, power or privilege hereunder will operate as a waiver
thereof, nor will any waiver on the part of either the Company or the
Distributed Companies of any right, power or privilege hereunder operate as a
waiver of any other right, power or privilege hereunder, nor will any single or
partial exercise of any right, power or privilege hereunder preclude any other
or further exercise thereof or the exercise of any other right, power or
privilege hereunder. Unless otherwise provided, the rights and remedies herein
provided are cumulative and are not exclusive of any rights or remedies which
the parties may otherwise have at law or in equity.

SECTION 10.03 Counterparts. For the convenience of the parties, this
Agreement may be executed in any number of separate counterparts, each such
counterpart being deemed to be an original instrument, and all such counterparts
shall together constitute the same agreement.

SECTION 10.04 Notices. Any notice, request, instruction or other
communication to be given hereunder by any party to another shall be in writing
and shall be deemed to have been duly given (i) on the date of delivery if
delivered personally, or by telefacsimile, upon confirmation of receipt, (ii) on
the first business day following the date of dispatch if delivered by Federal
Express or other nationally reputable next-day courier service with proof of
delivery, or (iii) on the fifth business day following the date of mailing if
delivered by registered or certified mail, return receipt requested, postage
prepaid. All notices hereunder shall be delivered as set forth below, or
pursuant to such other instructions as may be designated in writing by the party
to receive such notice.

(a) If to Printco:

Workflow Management, Inc.
000 Xxxxx Xxxx Xxx
Xxxx Xxxxx, XX 00000
Attention: Xxxxxx X. X'Xxxxxxxx
Telefacsimile: (000) 000-0000

(b) If to Schoolco:

School Specialty, Inc.
0000 Xxxxx Xxxxxxxxx Xxxxx
Xxxxxxxx, Xxxxxxxxx 00000
Attention: Xxxxxx X. Xxxxxxxx
Telefacsimile: (000) 000-0000

Aztec Technology Partners, Inc.
00 Xxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: Xxxxx X. Xxxxxxxxx
Telefacsimile: (000) 000-0000

(d) If to Travelco:

Navigant International, Inc.
00 Xxxxxxxxx Xxxxxx Xxxx
Xxxxxxxxx, Xxxxxxxx 00000-0000
Attention: Xxxxxx X. Xxxxx
Telefacsimile: (000) 000-0000

(e) If to the Company:

U.S. Office Products Company
0000 Xxxxxx Xxxxxxxxx Xxxxxx, X.X., Xxxxx 000 Xxxx
Xxxxxxxxxx, X.X. 00000-0000
Attention: Xxxx X. Director, Esq.
Xxxxxxxx Xxxxxxx, Esq.
Telefacsimile: (000) 000-0000

with copies to:

Xxxxxx, Xxxxxx & Xxxxxxxxx
0000 X Xxxxxx, X.X.
Xxxxxxxxxx, X.X. 00000
Attention: Xxxxxx X. Xxxxxx, Esq.
Telefacsimile: (000) 000-0000

and

Xxxxxxx, Dubilier & Rice, Inc.
000 Xxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxx X. Xxxx
Telefacsimile: (000) 000-0000

and

Debevoise & Xxxxxxxx
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxx X. Xxxxxxxxx, Esq.
Telefacsimile: (000) 000-0000

SECTION 10.05 Entire Agreement. This Agreement and the Ancillary
Agreements (including Exhibits, Annexes and Schedules hereto and thereto)
constitute the entire agreement, and supersede all other prior agreements,
understandings, representations and warranties, both written and oral, between
the parties, with respect to the subject matter hereof and thereof.

SECTION 10.06 Certain Obligations. Whenever any Ancillary Agreement
requires any of the Subsidiaries of any party to such Ancillary Agreement to
take any action,

this Agreement will be deemed to include an undertaking on the part of such
party to cause such Subsidiary to take such action.

SECTION 10.07 Assignment. This Agreement shall be assignable in whole in
connection with a merger or consolidation or the sale or transfer of all or
substantially all the Assets or stock of a party hereto so long as the
resulting, surviving or transferee entity assumes all the obligations of the
relevant party hereto by operation of law or pursuant to an agreement in form
and substance reasonably satisfactory to the other party. Otherwise, this
Agreement shall not be assignable, in whole or in part, directly or indirectly,
by any party hereto without the prior written consent of the other party, and
any attempt to assign any rights or obligations arising under this Agreement
without such consent shall be void.

SECTION 10.08 Captions. The Article, Section and paragraph captions
herein are for convenience of reference only, do not constitute part of this
Agreement and shall not be deemed to limit or otherwise affect any of the
provisions hereof.

SECTION 10.09 Severability. If any provision of this Agreement or any of
the Ancillary Agreements or the application thereof to any person or
circumstance is determined to be invalid, void or unenforceable by a court of
competent jurisdiction or by one or more arbitrator(s), the remaining provisions
thereof, or the application of such provision to persons or circumstances other
than those as to which it has been held invalid or unenforceable, shall remain
in full force and effect and shall in no way be affected, impaired or
invalidated thereby, so long as the economic or legal substance of the
transactions contemplated thereby is not affected in any manner adverse to any
party. Upon any such determination, the parties shall negotiate in good faith in
an effort to agree upon a suitable and equitable substitute provision to effect
the original intent of the parties.

SECTION 10.10 Equitable Relief. No provision of this Agreement shall
preclude any party from seeking equitable relief to prevent any immediate,
irreparable harm to its interests, including multiple breaches of this Agreement
or the Ancillary Agreements by another party. Otherwise, the procedures set
forth in Article IX regarding dispute resolution are exclusive and shall be
fully exhausted prior to the initiation of litigation. Any party to this
Agreement may also seek specific enforcement of the Arbitrator's decision under
Article IX; the opposing party's only defense to such a request for specific
performance shall be fraud by or on the Arbitrator.

SECTION 10.11 Third Party Beneficiaries. Except as provided in Article V
relating to Indemnitees and Sections 10.01 and 10.02 relating to modification,
amendment and termination, this Agreement is solely for the benefit of the
parties hereto and their respective Subsidiaries and Affiliates, directors and
officers, and should not be deemed to confer upon third parties any remedy,
claim, liability, reimbursement, claim of action or other right in excess of
those existing without reference to this Agreement.

SECTION 10.12 Expenses. Except as otherwise set forth in this Agreement
or any Ancillary Agreement, each party shall bear its own costs and expenses
incurred after the Distribution Time.

SECTION 10.13 Exhibits and Schedules. The Exhibits and Schedules to this
Agreement shall be construed with and as an integral part of this Agreement to
the same extent as if the same had been set forth verbatim herein.

SECTION 10.14 Governing Law. This Agreement shall be governed by and
construed in accordance with the internal laws of the State of Delaware
applicable to contracts made and to be performed entirely within such state,
without regard to the conflicts of law principles of such state.

SECTION 10.15 Consent to Jurisdiction. Each of the parties irrevocably
submits to the exclusive jurisdiction of the state and federal courts of
Delaware for the purposes of any suit, action or other proceeding arising out of
this Agreement or any transaction contemplated hereby. Each of the parties
agree that service of any process, summons, notice or document by U.S.
registered mail to such party's respective address set forth above shall be
effective service of process for any action, suit or proceeding in Delaware with
respect to any matters to which it has submitted to jurisdiction in this Section
10.17. Each of the parties irrevocably and unconditionally waives any objection
to the laying of venue of any action, suit or proceeding arising out of this
Agreement or the transactions contemplated hereby in the state and federal
courts of Delaware, and hereby further irrevocably and unconditionally waives
and agrees not to plead or claim in any such court that any such action, suit or
proceeding brought in any such court has been brought in an inconvenient forum.
This consent to jurisdiction provision does not, in any way, limit the force and
effect of the requirements set forth in Article IX regarding resolution of
Disputes.

SECTION 10.16 Ancillary Agreements. This Agreement is not intended to
address, and should not be interpreted to address, the matters specifically and
expressly covered by the Ancillary Agreements.

SECTION 10.17 Survival of Agreements. Except as otherwise contemplated by
this Agreement, all covenants and agreements of the parties contained in this
Agreement shall survive the Distribution Time.

SECTION 10.18 Successors and Assigns. The provisions of this Agreement
shall be binding upon, inure to the benefit of and be enforceable by the parties
and their respective successors and permitted assigns.

IN WITNESS WHEREOF, the parties have caused this Agreement and Plan of
Distribution to be duly executed as of the day and year first above written.

U.S. OFFICE PRODUCTS COMPANY

/s/ Xxxx X. Director
-----------------------------
Name: Xxxx X. Director
Title: Executive Vice President - Administration
General Counsel and Secretary

WORKFLOW MANAGEMENT, INC.

/s/ Xxxxxx X. X'Xxxxxxxx
-----------------------------
Name: Xxxxxx X. X'Xxxxxxxx
Title: President

SCHOOL SPECIALTY, INC.

/s/ Xxxxxx X. Xxxxxxxx
-----------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: President

AZTEC TECHNOLOGY PARTNERS, INC.

/s/ Xxxxx X. Xxxxxxxxx
-----------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: Chairman

NAVIGANT INTERNATIONAL, INC.

/s/ Xxxxxx X. Xxxxx
------------------------------
Name: Xxxxxx X. Xxxxx
Title: President

Exhibit IV

Agreement and Plan of Distribution

Shared Liabilities

The following are Shared Liabilities under clause (ii) of the
definition of Shared Liability in the Agreement:

(1.) Liabilities arising out of Xxxxxx x. Xxxxxxx et al., filed
April 14, 1998, in the Court of Chancery of the State of
Delaware.

Schedule 2.08

Agreement and Plan of Distribution

Debt Amounts
------------

Workflow Management, Inc. $ 30.0 million

School Specialty, Inc. $ 80.0 million

Aztec Technology Partners, Inc. $ 5.0 million

Navigant International, Inc. $ 15.0 million

Schedule 2.10

Agreement and Plan of Distribution

Distribution of Pledged Shares

1. Statement of Purpose

Pursuant to the Distributions, any person who owns shares of
Company Common Stock as of the Distribution Record Date is entitled to receive
Distribution Shares in respect of such stock, including Distribution Shares in
respect of any Company Common Stock pledged as collateral security by such
shareholder as a seller under an Acquisition Agreement. However, under the
Acquisition Agreements with such selling stockholders, the Company is entitled
to retain as pledged shares all non-cash dividends paid on Company Common Stock.
Therefore, Distribution Shares distributed to such sellers in respect of any
Company Common Stock that remains pledged as of the Distribution Date shall be
considered pledged under the relevant Acquisition Agreement and shall be held by
the Company as set forth in Section 2.10 of the Agreement as security for the
payment of claims of the Company or the relevant Distributed Company against
such seller. The following provisions govern the holding, distribution and
valuation of the Pledged Shares after the Distributions.

2. Definitions

"Adjusted Value" shall mean, as to any Original Pledged Shares
or any Distributed Company Pledged Shares, the value of such shares after the
Distributions as determined pursuant to clause 4.

"Distributed Company Pledged Shares" shall mean all
Distribution Shares distributed in respect of the Original Pledged Shares
remaining subject to the pledge.

"Historical Value" shall mean, as to any Original Pledged
Share, the value assigned to it under the Acquisition Agreement pursuant to
which such Original Pledged Share was pledged.

"Original Pledged Share" shall mean any share of Company
Common Stock pledged or assigned to the Company prior to the Distribution Date
(and remaining pledged or assigned as of the Distribution Date) as collateral
security by a seller of a Distributed Company Subsidiary (or a division within
such Subsidiary or Distributed Company) under the Acquisition Agreement
governing such sale.

"Pledged Shares" shall mean, collectively, the Original
Pledged Shares and the Distributed Company Pledged Shares.

"Trading Price" shall mean, as to any share of common stock,
the price at which such share is trading on the open market at the close of the
trading on a specified day.

3. Terms

(a) As of the Distribution Date, the Company shall continue to
hold all Original Pledged Shares pledged under the Acquisition Agreements
pursuant to which the Distributed Company Subsidiaries (or divisions within such
Subsidiaries or Distributed Companies) were acquired by the Company or any of
its Subsidiaries (or any cash resulting from liquidation of such Original
Pledged Shares or from the tender of such Original Pledged Shares in the Equity
Tender) for the benefit of the Company and the relevant Distributed Companies,
as applicable. The Company shall, after the Distribution Date, similarly hold
the Distributed Company Pledged Shares paid as a dividend on such Original
Pledged Shares. In the event it is determined after the Distribution Date that a
Distributed Company is entitled to a recovery under an Acquisition Claim and
such claim is secured by Pledged Shares held by the Company, the Company shall
distribute such shares as set forth below; provided, however, that, as to any
Acquisition Claim, no Pledged Shares shall be released to the Company or a
Distributed Company unless and until (i) the decision of the arbitrator or court
of competent jurisdiction concerning such Acquisition Claim is final and
non-appealable, or (ii) there has been a final settlement of such Acquisition
Claim and the Company has been released from all claims against it by the seller
under the related Acquisition Agreement (or the Company is otherwise reasonably
satisfied that the resolution of the Acquisition Claim will not impose liability
on it).

(b) In the event it is finally determined after the
Distribution Date that a Distributed Company is entitled to a recovery under an
Acquisition Claim and such claim is secured by Pledged Shares, the Company shall
distribute to such Distributed Company (in accordance with the provisions of the
related Acquisition Agreement) Pledged Shares (or cash related thereto) equal in
value to the value of the recovery to which the Distributed Company is entitled
(excluding the amount, if any, of the net recovery to which the Company is
entitled under Section 2.09 of the Agreement). The shares to be distributed
shall be distributed from the pool of Pledged Shares for that particular seller
in the following order of preference: (i) from the common shares of such
Distributed Company, to the extent available, (ii) from the common shares of the
other Distributed Companies in equal proportions, to the extent available, and
(iii) from Company Common Stock.

(c) In the event it is determined after the Distribution Date
that the Company is entitled to a recovery under an Acquisition Claim and such
claim is secured by Pledged Shares, the Company shall withdraw (in accordance
with the provisions of the related Acquisition Agreement) Pledged Shares (or
cash related thereto) equal in value to the net recovery to which it is
entitled. The shares to be withdrawn shall be withdrawn from the pool of Pledged
Shares in the following order of preference: (i) from Company Common Stock, to
the extent available, and (ii) from the common shares of the Distributed
Companies in equal proportions, to the extent available.

(d) In the event of a distribution or withdrawal of Pledged
Shares as described in (b) or (c) above, the Company shall first distribute or
withdraw, as applicable, all cash held in escrow as a result of the liquidation
or tender of the Pledged Shares, if any.

4. Valuation. For purposes of determining the value of the Pledged Shares to be
released pursuant to Section 2.10 and this Schedule 2.10 under any Acquisition
Agreement for a transaction accounted for as a pooling or where the relevant
Acquisition Agreement does not provide for the valuation of Pledged Shares as of
a date after the Distribution Date, the per share value of the Original Pledged
Shares or Distributed Company Pledged Shares, as the case may be, shall equal
the product of (i) such entity's Allocable Share times (ii) the Historical Value
of one underlying Original Pledged Share. The Allocable Share with respect to
the Distributed Company Pledged Shares of any particular Distributed Company
shall be the fraction (x) the numerator of which is the initial public offering
price of such Distributed Company in the Offering and (y) the denominator of
which is the average closing price of the Company's Common Stock for the lesser
of (1) ten business days preceding the Distributions, or (2) the number of
business days falling between the expiration of the Equity Tender and the
completion of the Distributions. The Allocable Share with respect to the
Original Pledged Shares of the Company shall be the number one minus the
Allocable Shares for each of the Distributed Companies.

5. Restrictions of Revalued Pledged Shares. The parties agree that they will
dispose of any Original Pledged Shares and Distributed Company Pledged Shares
received pursuant to Section 2.10 and this Schedule 2.10 as follows:

(i) Each Distributed Company agrees to retire any and
all Pledged Shares comprised of its own common shares
that are received in respect of Acquisition Claims;
and

(ii) Each Distributed Company agrees to sell in
ordinary open market transactions, as soon as
practicable, any and all Pledged Shares comprised of
common shares of the Company and any other
Distributed Company that are received in respect of
Acquisition Claims.

(iii) The parties further agree and acknowledge that
any Company Common Stock received by the Distributed
Companies pursuant to Section 2.10 and this Schedule
2.10 may be restricted stock (as defined in Rule 144
of the Securities Act) and may not be resold without
registration or an opinion that such shares may be
transferred without registration under the Securities
Act.

Schedule 5.11

Agreement and Plan of Distribution

Terms Applicable to MCI Agreement

1 Travelco will enter into a separate Special Customer Agreement
with MCI Incor porated (the "Travel SCA"). None of the
Company, Printco, Schoolco or Techco shall have any liability
or obligation under the Travel SCA.

2 The Company shall enter into an amended MCI Agreement (the
"Amended Company SCA") pursuant to which the Company will have
reduced obligations to buy capacity from MCI (the "Collective
Minimums"), reflecting the creation of a separate Travel SCA
with its own minimums. The Amended Company SCA will give the
Company the right to have counted toward the Collective
Minimums capacity purchased from MCI by its former
subsidiaries, Printco, Schoolco and Techco (each, an "SCA
Subpurchaser" and, collectively, the "SCA Subpurchasers").
Travelco shall not have any liability or obligation under the
Amended Company SCA, and the SCA Subpurchasers will have no
liabilities or obligations to MCI under the Amended Company
SCA, but will have potential liabilities to the Company under
this Exhibit 5.11 and the Distribution Agreement.

3 The Amended Company SCA will provide that if the Company --
together with the SCA Subpurchasers -- shall collectively fail
to achieve the Collective Minimums, penalties will be imposed
on the Company. In order to allocate fairly the obligations
under the Amended Company SCA, the Company and the SCA
Subpurchasers hereby agree that if any such penalties are
assessed against the Company, such liabilities shall be
allocated among them as follows:

3.1 Attachment I sets forth the Company's and each of the
SCA Subpurchasers' respective minimum purchasing
requirements in four categories -- Annual Minimum,
Local Minimum, Frame Minimum and Core Product Term
Minimum (the "Separate Minimums").

3.2 If a penalty is imposed on the Company because of the
failure to achieve any particular Collective Minimum
under the Amended Company SCA, then each SCA
Subpurchaser that failed to achieve its corresponding
Separate Minimum shall be liable to the Company for
that portion of the penalty imposed on the Company by
MCI with respect to such Collective Minimum
multiplied by the fraction (i) the numerator of which
is the amount by which such SCA Subpurchaser's
Separate Minimum exceeds the amount of such services
actually purchased by such SCA Subpurchaser over the
period for which the penalty applies, and (ii) the
denominator of which is the sum, as to the entities
listed on Attachment I that failed to achieve the
relevant

Separate Minimum, of the amounts by which each such
entity's relevant Separate Minimum exceeds the amount
of such services actually purchased by such entity
over the relevant term.

4 The liabilities of any SCA Subpurchaser to the Company under
the terms of this Exhibit 5.11 shall be treated under the
Distribution Agreement as a Printco Liability, a Schoolco
Liability or a Techco Liability, as the case may be. Such
liabilities shall not be subject to the limitation on
liabilities set forth in the second proviso to Sections 5.02,
5.03, 5.04 and 5.05. The liabilities of Travelco under the
Travel SCA shall be treated as Travelco Liabilities under the
Distribution Agreement.

US OFFICE PRODUCTS

MCI VOLUME COMMITMENTS

Table 1: Annual Minimum*

Year 1 Year 2 Year 3
---------------------------- ------------------------------ ------------------------------
% $ % $ % $ Average (%)
------------ -------------- -------------- --------------- -------------- -------------- -----------

USOP 75.1% 3.83 74.9% 4.42 74.8% 5.09 74.9%

Print 11.7% 0.60 11.6% 0.68 11.6% 0.79 11.6%

Tech 4.0% 0.20 4.6% 0.27 4.7% 0.32 4.4%

Education 9.2% 0.47 8.9% 0.53 8.9% 0.61 9.0%
------------ -------------- -------------- --------------- -------------- -------------- -----------
------------ -------------- -------------- --------------- -------------- -------------- -----------
TOTAL 100.0% 5.10 100.0% 5.90 100.0% 6.80 100.0%

$ = millions

* Includes inter- and intra-state long distance, international long distance,
local, frame relay, access, leased lines, and dynamic routing.

Table 2: Local Minimum

USOP 92.5% 0.50 85.0% 0.46 85.0% 0.46 87.5%

Print 2.7% 0.01 6.0% 0.03 6.0% 0.03 4.9%

Tech 3.4% 0.02 6.0% 0.03 6.0% 0.03 5.1%

Education 1.4% 0.01 3.0% 0.02 3.0% 0.02 2.5%
------------ -------------- -------------- --------------- -------------- -------------- -----------
------------ -------------- -------------- --------------- -------------- -------------- -----------
TOTAL 100.0% 0.54 100.0% 0.54 100.0% 0.54 100.0%

$ = millions

Table 3: Frame Minimum*

USOP 73.6% 0.51 73.6% 0.51 73.6% 0.51 73.6%

Print 15.4% 0.11 15.4% 0.11 15.4% 0.11 15.4%

Tech 0.4% 0.00 0.4% 0.00 0.4% 0.00 0.4%

Education 10.6% 0.07 10.6% 0.07 10.6% 0.07 10.6%
------------ -------------- -------------- --------------- -------------- -------------- -----------
------------ -------------- -------------- --------------- -------------- -------------- -----------
TOTAL 100.0% 0.69 100.0% 0.69 100.0% 0.69 100.0%

$ = millions

* Includes port and frame relay service but excludes access.

Table 4: Core Product Term Minimum*

% $
------------- --------------

USOP 74.9% 14.59

Print 11.6% 2.26

Tech 4.4% 0.86

Education 9.0% 1.75
------------- --------------
------------- --------------
TOTAL 100.0% 19.47

$ = millions

* Includes inter- and intra-state long distance, dynamic routing, frame relay,
and access.

Document Metadata

Table of Contents

AGREEMENT AND PLAN OF DISTRIBUTION Dated as of June 9, 1998 between U.S. Office Products Company, Workflow Management, Inc., School Specialty, Inc., Aztec Technology Partners, Inc. and Navigant International, Inc. TABLE OF CONTENTS

Document Metadata