MARKETING ALLIANCE AGREEMENT



     THIS MARKETING ALLIANCE AGREEMENT (this "Agreement") is entered into as of

this 4th day of January, 2001 by and between CoNext Holdings, Inc., a Delaware

corporation ("CoNext"), and printCafe Systems, Inc., a Delaware corporation

("printCafe").



     I. CoNext has developed supply market solutions for, among other things,

printed materials;



     II. CoNext has created and manages a qualified and preferred market of

buyers and suppliers of printed material, including preferred pricing and

service agreements for printing services and paper;



     III. printCafe has developed an end-to-end electronic software solution

capable of integrating and automating all stages of the printing process

including design and specification, procurement, manufacturing, distribution and

supply chain management;



     IV. CoNext desires to obtain certain rights to market such software and

promote such e-commerce product offerings as provided herein; and



     V. printCafe desires to grant certain rights to the CoNext to market such

software and product offerings and team together initially in offering strategic

sourcing capabilities for the printing and publishing industries and for

additional custom configurable products as mutually agreed upon.



     NOW, THEREFORE, in consideration of the promises and covenants contained

herein, and other good and valuable consideration, the receipt and sufficiency

of which are hereby acknowledged, the parties do mutually agree as follows:



     1. STRATEGIC ALLIANCE.



     (a) CONEXT OBLIGATIONS; EXCLUSIVE STATUS. During the term of this

Agreement, as part of its print supply market solution CoNext will exclusively

offer printCafe's Internet based e-commerce print procurement solution to

Fortune 500 companies and business-to-business consortiums in North America for

integrating strategic sourcing solutions for printed materials and other related

consumable ("Products") procurement, and will not recommend any other e-commerce

solution for the purchase of printed materials to companies included in the

Fortune 500 in North America. CoNext will not be considered in breach of the

foregoing obligation to the extent that a company or consortium has a

pre-existing relationship with a provider of e-commerce solutions for Products

and/or a company or consortium refuses to or requests not to do business with

printCafe for the purposes of obtaining e-commerce solutions for Products. In

addition, CoNext will provide printCafe with a right of first refusal to be the

exclusive e-commerce based procurement solution of Products in the event that it

creates a print supply market solution outside of North America. Such right of

first refusal shall be offered on such terms and conditions as CoNext elects in

its sole discretion, provided that the right of first refusal









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shall only exist in such countries where printCafe has the ability to provide

such services on competitive terms.



     (b) PRINTCAFE OBLIGATIONS. During the term of this Agreement, printCafe

shall offer or provide the following services:



          (i) an end-to-end electronic software solution capable of integrating

     and automating all stages of the printing process, including, without

     limitation, design and specification, procurement, manufacturing,

     distribution and supply chain management;



          (ii) supply its buyer side e-commerce based print procurement

     solutions to CoNext on an OEM basis in order to permit CoNext to bundle

     printCafe's e-commerce based print procurement solution as part of CoNext's

     Supply Market Solution;



          (iii) as part of its standard print procurement solution, provide to

     each print buyer in the Fortune 500 recommended to printCafe by CoNext (A)

     a custom-branded website hosted by printCafe, (B) functional capabilities

     included in the most advanced release of printCafe software from time to

     time, as such software is currently detailed in EXHIBIT A, and (C) monthly

     and quarterly reports as agreed upon by the print buyer, printCafe and

     CoNext;



          (iv) timely data collection and distribution to CoNext at no cost

     relating to transactions conducted by print buyers participating in

     CoNext's Supply Market Solution for which printCafe provides a private

     label site or otherwise, subject to the approval of the print buyer;



          (v) implement and maintain disaster recovery plans in connection with

     its provision of Internet based e-commerce print procurement solutions and

     the Products and to consider modifying such disaster recovery plans in

     accordance with reasonable requests made by CoNext from time to time; and



          (vi) implement and maintain the security procedures in connection with

     its provision of Internet based e-commerce print procurement solutions and

     the Products and to consider modifying such security procedures in

     accordance with reasonable requests made by CoNext from time to time, and

     to permit an independent third party designated by CoNext to certify such

     security procedures from time to time.



     (c) PRINTCAFE SERVICES TO PRINTER AND SUPPLIERS. printCafe shall actively

market and sell its e-commerce based solutions to printers and suppliers and

shall provide printers and suppliers, subject to printCafe standard terms and

conditions or such other terms and conditions as the parties may agree, with ERP

system solutions, e-commerce solutions, training, installation and initial

setup. printCafe shall give buyers and suppliers in CoNext's preferred

marketplace priority implementation and support status, considering them

preferred customers of printCafe (or such higher level as printCafe may grant

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