AMENDED AND RESTATED CO-SALE AGREEMENT



     THIS CO-SALE AGREEMENT is amended and restated as of this 28th day of

June, 2001, by and among PrimeSource Healthcare, Inc., a Massachusetts

corporation (the "COMPANY"), and the persons listed as Stockholders on the

signature pages hereto (collectively, the "STOCKHOLDERS" and individually, a

"STOCKHOLDER").



     WHEREAS, on March 2, 2001, the Company entered into a Co-Sale Agreement

with the Stockholders set forth therein (the "EXISTING CO-SALE AGREEMENT");



     WHEREAS, pursuant to a Unit Purchase Agreement, dated as of the date

hereof (the "UNIT PURCHASE AGREEMENT"), by and among the Company and the

investors listed on the signature pages thereto, the Company will issue

shares of Series E Preferred Stock and certain warrants exercisable for

Common Stock;



     WHEREAS, it is a condition precedent to the closing of the transactions

contemplated by the Unit Purchase Agreement that the Existing Co-Sale

Agreement be amended and restated as set forth herein; and



     WHEREAS, the parties hereto are willing to execute this Agreement and to

be bound by the provisions hereof;



     NOW, THEREFORE, in consideration of the premises, the agreements set

forth below, and the parties' desire to further their interests, the parties

agree as follows:



     1.  CERTAIN DEFINITIONS.



     All terms not otherwise defined herein shall have the meanings set forth

in the Amended and Restated Registration Rights Agreement, dated as of the

date hereof (the "REGISTRATION RIGHTS AGREEMENT"), by and among the Company

and the stockholders signatories thereto.



     "PREFERRED STOCK" shall mean the Alternative Equity Financing Stock,

Qualified Equity Financing Stock, Future Preferred Stock, Series C Preferred

Stock of the Company and Series E Preferred Stock of the Company.



     "PREFERRED STOCKHOLDER" shall mean the Stockholders of Preferred Stock.







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     2.  "TAG-ALONG" RIGHTS FOR SALES BY ROONEY, BAYLEY OR HERSMA.



         (a) If Rooney, Bayley or James L. Hersma ("HERSMA," and for purposes

of this SECTION 2, the "PROPOSED TRANSFEROR") at any time or from time to

time, in one transaction or in a series of related transactions, desires to

sell, transfer or otherwise dispose of (collectively, "TRANSFER") (for

purposes of this SECTION 2, a "TAG-ALONG SALE") shares of Common Stock and/or

Preferred Stock to any Person (including the Company or any Subsidiary of the

Company) (for purposes of this SECTION 2, the "PROPOSED TRANSFEREE"), then

each of the Preferred Stockholders shall have the right, but not the

obligation, to elect that the Proposed Transferor be obligated to require, as

a condition to such Tag-Along Sale, that the Proposed Transferee purchase

from each such electing Preferred Stockholder:



              (i) up to the number of shares of Common Stock derived by

          multiplying the total number of shares of Common Stock owned by or

          issuable to such electing Preferred Stockholder by a fraction, the

          numerator of which is equal to the number of shares of Common Stock

          then owned by or issuable to the Proposed Transferor that are to be

          purchased by the Proposed Transferee (without giving effect to any

          reduction in such number of shares by reason of any Preferred

          Stockholder's election to exercise the "tag-along" rights provided

          in this SECTION 2 in connection with such transaction) and the

          denominator of which is the total number of shares of Common Stock

          owned by or issuable to the Proposed Transferor prior to such sale;

          and



              (ii) up to the number of shares of Preferred Stock having a

          value equal to the amount derived by multiplying the stated

          purchase price upon the first sale (the "Stated Purchase Price") of

          the shares of Preferred Stock owned by or issuable to such electing

          Preferred Stockholder by a fraction, the numerator of which is the

          aggregate Stated Purchase Prices of the shares of Preferred Stock

          then owned by or issuable to the Proposed Transferor that are to be

          purchased by the Proposed Transferee (without giving effect to any

          reduction in such number of shares by reason of any Preferred

          Stockholder's election to exercise the "tag-along" rights provided

          in this SECTION 2 in connection with such transaction) and the

          denominator of which is the aggregate Stated Purchase Prices of the

          shares of Preferred Stock owned by or issuable to the Proposed

          Transferor prior to such sale;



PROVIDED, HOWEVER, that if any Preferred Stockholder chooses not to sell any

or all shares which such Preferred Stockholder may be entitled to sell under

this SECTION 2(a), and one or more of the Preferred Stockholders is

exercising its right to





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sell the maximum number of shares permissible (for purposes of this SECTION 2,

each, a "REOFFER STOCKHOLDER"), then each Reoffer Stockholder and each of

the Proposed Transferors shall have the option to sell such shares as to

which the option to sell has not been exercised (for purposes of this SECTION 2,

the "REOFFER SHARES"), subject to allocation among them PRO RATA based on

their respective ownership of shares of Common Stock or Preferred Stock, as

the case may be.



     Any such sales by any Preferred Stockholder shall be on the same terms

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