PREMIER PACKAGE & LABEL CORP, S-4/A, 1997-09-10

PREMIER PACKAGE & LABEL CORP
S-4/A, 1997-09-10
MANIFOLD BUSINESS FORMS

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 10, 1997

REGISTRATION NO. 333-31655

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1

FORM S-4
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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FIRSTPAK, INC.

(Exact name of Registrant as specified in its charter)

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CALIFORNIA 2759 94-3274014
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of Classification Code Number) Identification
incorporation or organization) Number)
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114 SANSOME STREET, SUITE 1000
SAN FRANCISCO, CA 94104-3821
(415) 362-9800
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)
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VINCENT F. TITOLO

VICE CHAIRMAN OF THE BOARD OF DIRECTORS

FIRSTPAK, INC.

114 SANSOME STREET, SUITE 1000
SAN FRANCISCO, CA 94104-3821
(415) 362-9800
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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COPIES TO:

LARRY W. SONSINI, ESQ. JOSEPH W. DIEHL, JR., ESQ.
MARTIN W. KORMAN, ESQ. DIEHL & RODEWALD
BRIAN C. ERB, ESQ. A PROFESSIONAL CORPORATION
WILSON SONSINI GOODRICH & ROSATI 1043 PACIFIC STREET
PROFESSIONAL CORPORATION SAN LUIS OBISPO, CALIFORNIA 93401
650 PAGE MILL ROAD (805) 541-1000
PALO ALTO, CALIFORNIA 94304
(650) 493-9300
MICHAEL C. MCLEAN, ESQ. JAMES M. BEDORE, ESQ.
ANN MORRIS BAKER, ESQ. REINHART BOERNER VAN DEUREN
KIRKPATRICK & LOCKHART LLP NORRIS & RIESELBACH, S.C.
1900 OLIVER BUILDING 1000 NORTH WATER STREET
PITTSBURGH, PENNSYLVANIA 15222 MILWAUKEE, WISCONSIN 53202
(412) 355-6500 (414) 298-1000

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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: Upon
consummation of the mergers described herein.
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If any of the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instructions, check the following box: / /
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CALCULATION OF REGISTRATION FEE

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PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED OFFERING PRICE (1) REGISTRATION FEE
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Common Stock, $0.001 par value..................... $100,000,000 $30,303(2)
Preferred Stock, $0.001 par value.................. $9,400,000 $ 2,848(2)
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(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(o).

(2) The filing fee was paid in connection with the inital filing of this
Registration Statement on July 18, 1997.

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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(a), MAY DETERMINE.

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Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus/joint proxy statement shall not constitute an offer
to sell or the solicitation of an offer to buy nor shall there be any sale of
these securities in any State in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of any
such State.
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PROSPECTUS/JOINT PROXY STATEMENT
SUBJECT TO COMPLETION

DATED SEPTEMBER 10, 1997

6,072,012 SHARES

COMMON STOCK
(PAR VALUE $0.001 PER SHARE)

220,000 SHARES
SERIES A PREFERRED STOCK

(PAR VALUE $0.001 PER SHARE)

[LOGO]

This Prospectus/Joint Proxy Statement (the "Prospectus") relates to the proposed
acquisitions by FirstPak, Inc. (the "Company"), in separate transactions (the
"Acquisitions"), of all of the issued and outstanding capital stock of Wisconsin
Label Corporation ("Wisconsin Label"), St. Louis Lithographing Company ("St.
Louis Litho"), CalOptical Holding Corporation ("CalOptical") and Blake Printing
and Publishing, Inc. ("Blake Printing," and, together with Wisconsin Label, St.
Louis Litho and CalOptical, the "Operating Subsidiaries") for an aggregate of
6,072,012 shares of Common Stock and 220,000 shares of Series A Preferred Stock
of FirstPak, Inc. to be issued to the stockholders of the Operating Subsidiaries
(the "Sellers") in a stock-for-stock exchange pursuant to merger agreements
dated July 17, 1997. This Prospectus and a form of proxy will be sent to
shareholders of the Operating Subsidiaries on , 1997.

Unless otherwise indicated herein, all information set forth herein has been
adjusted to give effect to the Acquisitions. Unless otherwise indicated, all
references herein to the "Company" shall mean FirstPak, Inc. and the Operating
Subsidiaries assuming effectiveness of the Acquisitions, and references herein
to "FirstPak, Inc." shall mean FirstPak, Inc. prior to the effectiveness of the
Acquisitions.

Concurrently with and conditioned upon consummation of the Acquisitions, the
Company will consummate an initial public offering of its Common Stock (the
"Offering"). If the Offering does not occur, the Acquisitions will not be
consummated. See "Terms of the Acquisitions - The Initial Public Offering."
Prior to the Acquisitions and the Offering, there has been no public market for
the Common Stock of the Company. The Company has applied for listing of the
Common Stock on the Nasdaq National Market under the symbol "FPAK."

SEE "RISK FACTORS" COMMENCING ON PAGE 14 FOR CERTAIN INFORMATION THAT SHOULD BE
CONSIDERED BY THE SELLERS IN CONNECTION WITH THE ACQUISITIONS.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

, 1997
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TABLE OF CONTENTS

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Page
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Prospectus Summary............................. 3
Risk Factors................................... 14
Stockholder Votes.............................. 23
Terms of the Acquisitions...................... 27
Comparison of Stockholder Rights............... 37
Dividend Policy................................ 54
Capitalization................................. 55
Selected Pro Forma Combined Financial
Data......................................... 56
Management's Discussion and Analysis of
Pro Forma Financial Condition and
Pro Forma Results of Operations.............. 59
Selected Financial Data of the
Operating Subsidiaries....................... 63

Management's Discussion and Analysis of
Financial Condition and Results of Operations
of the Operating Subsidiaries................ 66
Business....................................... 82
Reasons for The Acquisitions................... 84
Management..................................... 93
Certain Relationships and Related Party
Transactions................................. 100
Principal and Selling Stockholders............. 107
Description of Capital Stock................... 108
Shares Eligible for Future Sale................ 111
Legal Matters.................................. 112
Experts........................................ 112
Additional Information......................... 112
Index to Financial Statements.................. F-1
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PROSPECTUS SUMMARY

FIRSTPAK, INC. WILL ACQUIRE, IN SEPARATE TRANSACTIONS (THE "ACQUISITIONS"), ALL
OF THE ISSUED AND OUTSTANDING CAPITAL STOCK OF WISCONSIN LABEL CORPORATION
("WISCONSIN LABEL"), ST. LOUIS LITHOGRAPHING COMPANY ("ST. LOUIS LITHO"),
CALOPTICAL HOLDING CORPORATION ("CALOPTICAL") AND BLAKE PRINTING AND PUBLISHING,
INC. ("BLAKE PRINTING," AND, TOGETHER WITH WISCONSIN LABEL, ST. LOUIS LITHO AND
CALOPTICAL, THE "OPERATING SUBSIDIARIES") IN EXCHANGE FOR AN AGGREGATE OF
6,072,012 SHARES OF COMMON STOCK, 220,000 SHARES OF SERIES A PREFERRED STOCK,
PAR VALUE $0.001 PER SHARE (THE "SERIES A PREFERRED STOCK"), AND OPTIONS TO
PURCHASE 909,193 SHARES OF COMMON STOCK OF FIRSTPAK, INC. TO BE ISSUED TO THE
STOCKHOLDERS OF THE OPERATING SUBSIDIARIES (THE "SELLERS") IN A STOCK-FOR-STOCK
EXCHANGE PURSUANT TO MERGER AGREEMENTS DATED JULY 17, 1997. THE INDIVIDUAL
ACQUISITIONS OF THE OPERATING SUBSIDIARIES ARE REFERRED TO HEREIN AS THE
"WISCONSIN LABEL ACQUISITION," THE "ST. LOUIS LITHO ACQUISITION," THE
"CALOPTICAL ACQUISITION" AND THE "BLAKE PRINTING ACQUISITION," RESPECTIVELY. THE
AGREEMENTS BY WHICH EACH OF THE INDIVIDUAL ACQUISITIONS WILL BE EFFECTED ARE
REFERRED TO HEREIN COLLECTIVELY AS THE "ACQUISITION AGREEMENTS," AND
INDIVIDUALLY AS THE "WISCONSIN LABEL ACQUISITION AGREEMENT," THE "ST. LOUIS
LITHO ACQUISITION AGREEMENT," THE "CALOPTICAL ACQUISITION AGREEMENT" AND THE
"BLAKE PRINTING ACQUISITION AGREEMENT," RESPECTIVELY. SEE "TERMS OF THE
ACQUISITIONS" AND "CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS - THE
ACQUISITIONS."

CONCURRENTLY WITH AND CONDITIONED UPON CONSUMMATION OF THE ACQUISITIONS, THE
COMPANY WILL OFFER 3,928,571 SHARES OF ITS COMMON STOCK, AND CERTAIN
STOCKHOLDERS OF THE COMPANY WILL OFFER 301,712 SHARES OF COMMON STOCK, TO THE
PUBLIC IN CONNECTION WITH THE INITIAL PUBLIC OFFERING OF THE COMMON STOCK OF THE
COMPANY (THE "OFFERING").

THE FOLLOWING SUMMARY IS QUALIFIED IN ITS ENTIRETY BY, AND SHOULD BE READ IN
CONJUNCTION WITH, THE MORE DETAILED INFORMATION AND FINANCIAL STATEMENTS,
INCLUDING THE NOTES THERETO, APPEARING ELSEWHERE IN THIS PROSPECTUS. UNLESS
OTHERWISE INDICATED, ALL INFORMATION SET FORTH HEREIN (i) HAS BEEN ADJUSTED TO
GIVE EFFECT TO THE ACQUISITIONS, (ii) REFLECTS THE REINCORPORATION OF FIRSTPAK,
INC. IN DELAWARE WHICH WILL OCCUR PRIOR TO CONSUMMATION OF THE OFFERING, (iii)
ASSUMES AN INITIAL PUBLIC OFFERING PRICE OF $14 PER SHARE AND (iv) ASSUMES NO
EXERCISE OF THE OVER-ALLOTMENT OPTION TO BE GRANTED TO THE UNDERWRITERS IN
CONNECTION WITH THE OFFERING.

FIRSTPAK, INC. AND THE OPERATING SUBSIDIARIES

FIRSTPAK, INC. FirstPak, Inc. was formed in February 1996 to create a premier
consolidator and operator of labeling and packaging companies. Through the four
Operating Subsidiaries, the Company plans to manufacture and sell a wide array
of packaging products, including pressure sensitive labels for the consumer
products, food packaging and direct mail industries, glue-applied labels for the
liquor, wine, candy and cigar industries, and specialty rigid packaging for the
eyewear industry. In addition, the Company plans to provide commercial printing
services, foil-stamping for the trading card industry, promotional packaging and
materials, and certain flexible packaging solutions. Upon completion of the
Acquisitions, the Company will have more than 1,200 employees and will service
more than 4,500 customers in a variety of industries nationwide.

The segments of the packaging industry in the United States in which the Company
intends to compete are large and highly fragmented. These segments consist of
more than 4,000 label producers, specialty rigid packaging manufacturers and
flexible packaging manufacturers with estimated combined sales exceeding $20
billion in 1996. These segments consist primarily of independently-owned
companies with estimated average annual revenues of less than $25 million.

The Company believes increasing demand for higher value-added packaging, the
consumer products industry's focus on limiting the number of packaging suppliers
and the costs associated with maintaining technologically advanced packaging
facilities are factors contributing to the consolidation within the packaging
industry. Labels and packaging function as the primary point-of-sale promotional
vehicle for many consumer products, and accordingly, manufacturers and other
producers are placing greater emphasis on value-added labels and packaging in
order to more effectively market their products. In addition, current
demographic trends, such as smaller households and an increasing number of women
in the workplace, are causing changes in consumer buying habits which in turn
are resulting in a demand for different sizes and types of labels, as well as
packaging with more convenient features. The Company also believes that the
recent focus in numerous industries on improved efficiency is causing many
customers to seek to reduce their number of label and packaging suppliers to a
select few that can offer both higher quality and a more complete line of
value-added products and

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services. The growing need for more specialized packaging solutions, along with
frequent advances in packaging technology, is placing increased demands on
smaller packaging companies which do not have the resources or the geographic
scope to address the needs of a growing number of packaging customers. As a
result, the Company believes that the segments of the packaging industry in
which the Company intends to compete will continue to consolidate.

The Company intends to take advantage of the consolidation trend currently
underway in the packaging industry by aggressively pursuing strategic
acquisitions of packaging businesses that complement the product offerings and
customer base of the Operating Subsidiaries. By integrating acquisitions into
its existing operations and developing the cross-selling capabilities among its
constituent businesses, the Company believes that it will be able to provide
clients with a more comprehensive line of products and services. The Company
plans to conduct its operations with a decentralized management approach through
which individual management teams will be responsible for the businesses of each
of the Operating Subsidiaries. In addition, a Company-wide team of senior
management will provide the Operating Subsidiaries with strategic oversight and
guidance with respect to acquisitions, financing, marketing and operations.
Through this management structure, the Company believes each of the Operating
Subsidiaries will be able to continue to provide high quality service to local
customers as well as access to the capabilities of a large, diversified
packaging firm.

The mailing address of the Company is 114 Sansome Street, Suite 1000, San
Francisco, California 94104-3821.

WISCONSIN LABEL. In 1996, according to industry sources, Wisconsin Label was
the fifteenth largest U.S. producer, based on revenues, of pressure sensitive
labels and materials for use in a variety of consumer products, food packaging,
direct mail and industrial applications. Wisconsin Label's products include
premium packaging, promotional packaging and materials, folded cartons and
custom material constructions, coupons, mailers and product catalogs. Founded in
1966 and headquartered in Algoma, Wisconsin, Wisconsin Label's customers include
Sara Lee Corporation, Dittler Brothers Incorporated ("Dittler Brothers") and
Federal Express Corporation (through Graphic Systems, Incorporated). For the
year ended December 31, 1996, Wisconsin Label had sales of $93.9 million which
represented 65.8% of the pro forma sales of the Company.

ST. LOUIS LITHO. St. Louis Litho specializes in the production of high quality,
foil-laminated and metallized labels and wraps for use in the liquor, candy,
cigar and trading card industries. St. Louis Litho was operated as a subsidiary
of Pet Incorporated ("Pet") and its successor company Grand Metropolitan, plc
("Grand Metropolitan") until it was sold in a management buyout in May 1996.
Founded in 1921 and headquartered in St. Louis, Missouri, customers of St. Louis
Litho include Barton Incorporated, Heaven Hill Distilleries Inc. and Russel
Stover Candies, Inc. For the year ended December 31, 1996, St. Louis Litho had
sales of $20.3 million which represented 14.2% of the pro forma sales of the
Company.

CALOPTICAL. The Company believes that CalOptical is the leading provider of
specialized rigid eyewear packaging in the United States based on revenues, with
a product line consisting of decorative and highly functional eyeglass and
sunglass cases and accessories. CalOptical is the parent of California Optical
Leather, Inc. ("COL"), which was founded in 1935. CalOptical is headquartered in
San Leandro, California, and its customers include LensCrafters, Inc., Wal-Mart
Stores, Inc. and Eye Care Centers of America, Inc. For the year ended December
31, 1996, CalOptical had sales of $15.7 million which represented 11.3% of the
pro forma sales of the Company.

BLAKE PRINTING. The Company believes that Blake Printing is a leading provider
of value-added labels to the domestic wine industry, based on revenues. Through
its Poor Richard's Press division, Blake Printing also provides commercial
printing and publishing services to small companies and public sector
enterprises in the central coast region of California. Founded in 1949 and
headquartered in San Luis Obispo, California, Blake Printing's customers include
Sebastiani Vineyards, Inc., The Wine Group, Inc. and The Robert Mondavi
Corporation. For the year ended December 31, 1996, Blake Printing had sales of
$12.4 million which represented 8.7% of the pro forma sales of the Company.

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STOCKHOLDER VOTES

STOCKHOLDER VOTES BY WRITTEN CONSENT AND PURPOSE THEREOF

The votes of the stockholders of the Operating Subsidiaries will be obtained
pursuant to meetings or written consents at times to be determined by the boards
of directors of each of the Operating Subsidiaries. The votes of the
stockholders of the Operating Subsidiaries are referred to herein collectively
as the "Operating Subsidiary Votes" and individually as the "Wisconsin Label
Vote," the "St. Louis Litho Vote," the "CalOptical Vote" and the "Blake Printing
Vote." The purpose of the Operating Subsidiary Votes is to approve and adopt the
Acquisition Agreements.

RECORD DATES AND VOTES REQUIRED

WISCONSIN LABEL. The Wisconsin Label Vote may be taken either at a meeting of
shareholders or by written consent. If the Wisconsin Label Vote's taken at a
meeting of shareholders, only Wisconsin Label shareholders of record at the
close of business on July 31, 1997 (the "Wisconsin Label Record Date") are
entitled to participate in the Wisconsin Label Vote. Pursuant to the Wisconsin
Business Corporation Law (the "WBCL") and the Wisconsin Label Articles of
Incorporation, as amended, the affirmative vote of the holders of a majority of
the Wisconsin Label Common Stock outstanding as of the Wisconsin Label Record
Date is required to approve and adopt the Wisconsin Label Acquisition Agreement.
As of the date of this Prospectus, there were 294,244 shares of Wisconsin Label
Common Stock outstanding and 23 shareholders of record of Wisconsin Label Common
Stock, each of which will be entitled to cast one vote per share in the
Wisconsin Label Vote. See "Stockholder Votes-- Votes Required" and "Terms of the
Acquisitions--Voting Agreements."

ST. LOUIS LITHO. Pursuant to the General Corporation Law of the State of
Delaware (the "DGCL") and the St. Louis Litho Certificate of Incorporation, the
affirmative vote of the holders of a majority of the St. Louis Litho Common
Stock outstanding as of the St. Louis Litho Vote is required to approve and
adopt the St. Louis Litho Acquisition Agreement. As of the date of this
Prospectus, there were 105,263 shares of St. Louis Litho Common Stock
outstanding and six stockholders of record of St. Louis Litho Common Stock, each
of which will be entitled to cast one vote per share in the St. Louis Litho
Vote. See "Stockholder Votes - Votes Required" and "Terms of the
Acquisitions--Voting Agreements."

CALOPTICAL. Pursuant to the DGCL and the CalOptical Certificate of
Incorporation, as amended, the affirmative vote of the holders of a majority of
the CalOptical Common Stock outstanding as of the CalOptical Vote is required to
approve and adopt the CalOptical Acquisition Agreement. As of the date of this
Prospectus, there were 42,500 shares of CalOptical Common Stock outstanding and
five stockholders of record of CalOptical Common Stock, each of which will be
entitled to cast one vote per share in the CalOptical Vote. See "Stockholder
Votes - Votes Required" and "Terms of the Acquisitions--Voting Agreements."

BLAKE PRINTING. Pursuant to the California General Corporation Law (the "CGCL")
and the Blake Printing Restated Articles of Incorporation, the affirmative vote
of the holders of a majority of the Blake Printing Common Stock outstanding as
of the Blake Printing Vote is required to approve and adopt the Blake Printing
Acquisition Agreement. As of the date of this Prospectus, there were 160 shares
of Blake Printing Common Stock outstanding and two shareholders of record of
Blake Printing Common Stock, each of which will be entitled to cast one vote per
share in the Blake Printing Vote. See "Stockholder Votes - Votes Required" and
"Terms of the Acquisitions--Voting Agreements."

REASONS FOR THE ACQUISITIONS

PURSUE STRATEGIC ACQUISITIONS. The Company intends to supplement internal
growth through aggressive pursuit of acquisitions to expand the Company's
capacity and customer base, add new products and services and extend its market
reach. The Company's chief executive officer, as well as other members of senior
management, have significant experience in effecting strategic acquisitions and
integrating acquired businesses. Although there are no formal agreements or
letters of intent to purchase any additional businesses at this time, the
Company has evaluated numerous potential acquisition candidates in the label and
packaging segments. In particular, management has evaluated companies that
produce product identification labels, flexible packaging and specialty rigid
packaging for a broad range of industries including consumer products, food,
wine, liquor, cosmetics and pharmaceuticals. Management believes the acquisition
of such companies will allow it to broaden its product

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portfolio and provide customers with a more complete set of packaging solutions.
The Company believes that it can successfully integrate newly acquired
operations in order to leverage more effectively the sales, marketing and
distribution capabilities of the Operating Subsidiaries and operations that may
be acquired in the future.

The Company has received a commitment letter from The Chase Manhattan Bank
("Chase") pursuant to which Chase has agreed, subject to consummation of the
Acquisitions and the Offering and to certain other closing conditions, to
provide the Company with a senior revolving credit facility (the "Facility") in
the amount of $80.0 million. Up to $60.0 million of the Facility may be used for
acquisitions by the Company. See "Management's Discussion and Analysis of Pro
Forma Financial Condition and Pro Forma Results of Operations - Liquidity and
Capital Resources."

CREATE A SINGLE SOURCE FOR VALUE-ADDED PACKAGING AND LABELS. The Company
intends to offer its customers a single source for their value-added packaging
and label requirements. Management believes the cross-selling potential of each
of the Operating Subsidiaries, as well as of operations that may be acquired in
the future, will allow the Company to offer a comprehensive range of products
and services. In particular, the Company's goal is to develop long-term
relationships with customers who seek to consolidate sources of packaging
products and services as a means of achieving higher quality label and packaging
products at more competitive prices. As part of its strategy, the Company will
seek to craft value-added packaging solutions which address the changing
dynamics of the packaging industry. For instance, management believes that the
use of pressure sensitive labels in the wine and beer industries will increase
as production and application technologies become more cost effective. By
offering a comprehensive line of packaging products, the Company will benefit
from this and other changes in the mix of packaging solutions.

INCREASE OPERATING EFFICIENCIES. The Company believes that it will be able to
increase operating efficiency and achieve certain synergies among its
constituent businesses. In particular, through the implementation of its
acquisition strategy, the Company believes there will be substantial opportunity
to increase and optimize plant efficiencies. The Company also believes that it
can reduce costs by purchasing certain raw materials such as inks and paper on a
larger scale. The Company also plans to centralize the purchasing of medical and
general liability insurance, the banking relationships of its Operating
Subsidiaries and the administration of various employee benefit programs in
order to effect general, administrative and interest savings. In addition, the
Company believes that its multiple-plant capacity will enable it to attract new
customers.

INVEST IN NEW TECHNOLOGIES TO INCREASE OPERATING RESPONSIVENESS. The market for
label and packaging products is becoming increasingly specialized as a result of
the trends currently underway in the packaging industry. In response to these
trends, packaging customers have begun to frequently redesign the packaging of
their products by upgrading the quality and complexity of the components or the
design of the packaging application. Management believes that investments in new
packaging and labeling technologies will allow the Company to provide packaging
products with features that add value to the package which will allow it to
service its customer far more effectively. Pursuant to this strategy, the
Company is a participant in the Digital Label Alliance, an industry consortium
formed to develop and commercialize digital press technology for the label
industry.

RISK FACTORS

The information set forth under "Risk Factors," as well as the other information
set forth in this Prospectus, should be considered carefully by the Sellers.

INCOME TAX TREATMENT

Each of the Acquisitions is intended to qualify as either a reorganization
within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as
amended (the "Code") or as a transaction described in Section 351(a) of the
Code, in which case no gain or loss will be recognized by the holders of common
stock of the applicable Operating Subsidiary solely as a result of the
conversion of their shares of common stock in such Operating Subsidiary into
shares of Common Stock of the Company pursuant to the Acquisitions. Different
treatment may apply to the recipients of Series A Preferred Stock. See "Terms of
the Acquisitions--Certain Federal Income Tax Considerations."

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REGULATORY MATTERS

Consummation of certain of the Acquisitions is subject to compliance with the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR
Act"). The notifications provided for under the HSR Act have been furnished to
the Federal Trade Commission (the "FTC") and the Antitrust Division. The
Acquisitions must also satisfy the requirements of federal and certain state
securities laws. See "Terms of the Acquisitions-- Governmental and Regulatory
Matters."

ACCOUNTING TREATMENT

Upon consummation of the Acquisitions, the former stockholders of Wisconsin
Label will own, as a group, in excess of 47.0% of the Company's Common Stock and
control in excess of 48.0% of the Company's voting interests. As such Common
Stock ownership and voting interests will exceed both (i) the separate Company
ownership and voting interests of the former stockholder groups for St. Louis
Litho, CalOptical, or Blake Printing, and (ii) the FirstPak stockholders'
carryover ownership and voting interests just prior to the consummation of the
Acquisitions, the Acquisitions will be accounted for as a "reverse acquisition"
by Wisconsin Label as the accounting acquirer using the purchase method of
accounting. As a result, the Company's consolidated financial statements for
periods prior to the consummation of the Acquisitions prepared for comparative
purposes subsequent to the consummation of Acquisitions will be the historical
consolidated financial statements of Wisconsin Label with certain amounts within
"Stockholders' Equity" restated to reflect the impact of FirstPak's acquisition
of Wisconsin Label. See Pro Forma Combined Financial Statements and Notes
thereto included elsewhere in this Prospectus.

TERMS OF THE ACQUISITIONS

At the Effective Time of the Acquisitions and depending on the Operating
Subsidiary at issue, either a subsidiary of the Company (each, a "Merger Sub")
will merge with and into the respective Operating Subsidiary, and, as a result,
the Company will directly own all of the common stock of such Operating
Subsidiary (the "Operating Subsidiary Common Stock") or the respective Operating
Subsidiary will merge with and into a Merger Sub, the corporate existence of the
Operating Subsidiary will terminate and the Merger Sub will own all of the
assets and liabilities of such Operating Subsidiary. As a result of the
Acquisitions, all equity interests in each of the Operating Subsidiaries, other
than shares as to which appraisal rights have been exercised and shares held in
the treasury of the Operating Subsidiaries or owned by any wholly-owned
subsidiary of the Operating Subsidiaries, will be converted into the right to
receive shares of Common Stock or options to purchase Common Stock as follows:

All equity interests in Wisconsin Label will be converted into (a) that
number of shares of Common Stock and options to purchase Common Stock of
the Company equal to 49.6% (subject to certain adjustments; see "Certain
Relationships and Related Party Transactions") multiplied by the sum of
(i) all shares of Common Stock of the Company outstanding prior to the
Acquisitions, (ii) the total number of shares of Common Stock to be
issued to all of the Sellers pursuant to the Acquisitions and (iii) the
total number of shares of Common Stock to be issued pursuant to stock
options to be granted to the Sellers pursuant to the Acquisitions
(exclusive of options granted under the 1997 Stock Plan) and Operating
Subsidiaries' options to be assumed by the Company and (b) 220,000
shares of Series A Preferred Stock.

All equity interests in St. Louis Litho capital stock will be converted
into that number of shares of Common Stock and options to purchase
Common Stock of the Company equal to 14.69% multiplied by the sum of (i)
all shares of Common Stock of the Company outstanding prior to the
Acquisitions, (ii) the total number of shares of Common Stock to be
issued to all of the Sellers pursuant to the Acquisitions and (iii) the
total number of shares of Common Stock to be issued pursuant to stock
options to be granted to the Sellers pursuant to the Acquisitions
(exclusive of options granted under the 1997 Stock Plan) and Operating
Subsidiaries' options to be assumed by the Company.

All equity interests in CalOptical capital stock will be converted into
that number of shares of Common Stock and options to purchase Common
Stock of the Company equal to 11.24% multiplied by the sum of (i) all
shares of Common Stock of the Company outstanding prior to the
Acquisitions, (ii) the total number of shares of Common Stock to be
issued to all of the Sellers pursuant to the Acquisitions and

7
<PAGE>
(iii) the total number of shares of Common Stock to be issued pursuant
to stock options to be granted to the Sellers pursuant to the
Acquisitions (exclusive of options granted under the 1997 Stock Plan)
and Operating Subsidiaries' options to be assumed by the Company.

All equity interests in Blake Printing capital stock will be converted
into that number of shares of Common Stock and options to purchase
Common Stock of the Company equal to 10.77% multiplied by the sum of (i)
all shares of Common Stock of the Company outstanding prior to the
Acquisitions, (ii) the total number of shares of Common Stock to be
issued to all of the Sellers pursuant to the Acquisitions and (iii) the
total number of shares of Common Stock to be issued pursuant to stock
options to be granted to the Sellers pursuant to the Acquisitions
(exclusive of options granted under the 1997 Stock Plan) and Operating
Subsidiaries' options to be assumed by the Company.

No fractional shares will be issued by virtue of the Acquisitions, but in lieu
thereof each holder of shares of Operating Subsidiary Common Stock who would
otherwise be entitled to a fraction of a share of Common Stock (after
aggregating all fractional shares to be received by such holder) will receive
from the Company an amount of cash (rounded to the nearest whole cent) equal to
the product of (i) such fraction, multiplied by (ii) the initial public offering
price of the Common Stock to be sold in the Offering.

EXCHANGE OF OPERATING SUBSIDIARY CERTIFICATES. At or promptly after the
Effective Time, the Company, acting through the Transfer Agent, will deliver to
each Operating Subsidiary stockholder of record a letter of transmittal with
instructions to be used by such stockholder in surrendering certificates which,
prior to the Acquisitions, represented shares of Operating Subsidiary Common
Stock. CERTIFICATES SHOULD NOT BE SURRENDERED BY THE HOLDERS OF OPERATING
SUBSIDIARY COMMON STOCK UNTIL SUCH HOLDERS RECEIVE THE LETTER OF TRANSMITTAL
FROM THE TRANSFER AGENT.

EFFECTIVE TIME OF THE ACQUISITIONS. The Acquisitions will become effective upon
the filing and effectiveness of Articles or Certificates of Merger with the
respective state authorities of the states of incorporation of the Operating
Subsidiaries or at such later time as may be agreed in writing by the Company,
the Merger Subs and the Operating Subsidiaries as specified in the Articles or
Certificates of Merger (the "Effective Time"). The Effective Time of the
Acquisitions will occur simultaneously with the closing of the Offering.

STOCK OWNERSHIP FOLLOWING THE ACQUISITIONS. Based upon the capitalization of
the Operating Subsidiaries as of the close of business on the date of this
Prospectus (including the number of shares of Operating Subsidiary Common Stock
outstanding and the number of shares issuable upon exercise of outstanding
options or rights to purchase Operating Subsidiary Common Stock), and assuming
that no holder of Operating Subsidiary Common Stock exercises appraisal rights,
an aggregate of 6,072,012 shares of Common Stock and 220,000 shares of Series A
Preferred Stock will be issued to the Sellers in the Acquisitions and the
Company will assume options for up to approximately 909,193 additional shares of
Company Common Stock. Based upon the number of shares of Common Stock issued and
outstanding as of the date of this Prospectus and after giving effect to the
issuance of Common Stock as described in the previous sentence, the Sellers
would hold, and have voting power with respect to, approximately 85% of the
Company's total issued and outstanding shares, and holders of former Operating
Subsidiary options or rights to purchase Operating Subsidiary Common Stock would
hold options exercisable for approximately 11.2% of total issued and outstanding
shares (assuming the exercise of only such options). The foregoing numbers of
shares and percentages are subject to change in the event that the
capitalization of either the Company or the respective Operating Subsidiaries
changes subsequent to the date of this Prospectus and prior to the Effective
Time, and there can be no assurance as to the effect of the Offering upon the
capitalization of the Company at the Effective Time or at any time following the
Effective Time.

CONDUCT OF COMPANY FOLLOWING THE ACQUISITIONS. Once the Acquisitions are
consummated and depending on the particular Operating Subsidiary at issue,
either (i) the applicable Merger Sub will cease to exist as a corporation, and
all of the business, assets, liabilities and obligations of such Merger Sub will
be merged with and into the applicable Operating Subsidiary with such Operating
Subsidiary remaining as the surviving corporation (each, a "Surviving
Corporation" and collectively, the "Surviving Corporations") or (ii) the
Operating Subsidiary at issue will cease to exist as a corporation and all of
the business, assets, liabilities and obligations of such Operating Subsidiary
will be merged with and into the applicable Merger Sub with such Merger Sub
remaining as the Surviving Corporation.

8
<PAGE>

Pursuant to the Acquisition Agreements, the Certificate of Incorporation of each
Merger Sub in effect immediately prior to the Effective Time will become the
Certificate of Incorporation of the Surviving Corporation and the Bylaws of each
Merger Sub will become the Bylaws of the Surviving Corporation. The Board of
Directors of the Surviving Corporations will consist of the directors who are
serving as directors of the respective Merger Subs immediately prior to the
Effective Time. The officers of the respective Merger Subs immediately prior to
the Effective Time will remain as officers of the Surviving Corporations, until
their successors are duly elected or appointed or qualified.

Following the Effective Time, the Company's Board of Directors will consist of
the following eight persons: Vincent F. Titolo, Terence R. Fulwiler, William T.
Leith, John D. Menke, Richard C. Blake, R. Michael Mondavi, Jay K. Tomcheck and
Daniel R. Fulwiler. See "Management--Executive Officers, Directors and Key
Employees."

NO SOLICITATION. Under the terms of the Acquisition Agreements, until the
earlier of the Effective Time or termination of the Acquisition Agreements
pursuant to their terms, the Operating Subsidiaries have agreed that they will
not, and will instruct their respective directors, officers, representatives,
agents and affiliates not to, directly or indirectly, take any of the following
actions with any party other than the Company and its designees (a) solicit,
conduct discussions with or engage in negotiations with any person, relating to
the possible acquisition of any Operating Subsidiary or any material portion of
its or their capital stock or assets, (b) provide information with respect to it
to any person, other than the Company, relating to the possible acquisition of
the Operating Subsidiary or any material portion of its or their capital stock
or assets, (c) enter into an agreement with any person, other than the Company,
providing for the acquisition of the Operating Subsidiary or any material
portion of its or their capital stock or assets or (d) make or authorize any
statement, recommendation or solicitation in support of any possible acquisition
of the Operating Subsidiary or any of its subsidiaries or any material portion
of its or their capital stock or assets by any person, other than by the
Company. In addition to the foregoing, if any Operating Subsidiary receives
prior to the Effective Time or the termination of the Acquisition Agreements any
offer or proposal relating to any of the above, the applicable Operating
Subsidiary shall promptly notify the Company thereof, including information as
to the identity of the offeror or the party making any such offer or proposal
and the specific terms of such offer or proposal, as the case may be, and such
other information related thereto as the Company may reasonably request.

CONDITIONS TO THE ACQUISITIONS. The respective obligations of each party to the
Acquisition Agreements to effect the Acquisitions shall be subject to the
satisfaction at or prior to the Effective Time of the following conditions: (a)
the Acquisition Agreements shall have been approved and adopted by the
stockholders of each Operating Subsidiary, (b) the Securities and Exchange
Commission (the "SEC") shall have declared the Registration Statement of which
this Prospectus is a part and the Registration Statement relating to the
Offering effective and no stop order suspending the effectiveness of either such
Registration Statement shall have been issued by the SEC, (c) the closing of the
Acquisitions will occur simultaneously with the closing of the Offering, (d) no
court, administrative agency or other governmental authority or instrumentality
shall have enacted, issued, promulgated, enforced or entered any statute, rule,
regulation, executive order or other order (whether temporary, preliminary or
permanent) which is in effect and which has the effect of making the
Acquisitions or the Offering illegal or otherwise prohibiting consummation of
the Acquisitions or the Offering, (e) the Company and the Operating Subsidiaries
shall each have received a written opinion from counsel to FirstPak, Inc. to the
effect that the Acquisitions will constitute a reorganization within the meaning
of Section 368(a) of the Code or that the exchange of Operating Subsidiary
Common Stock for Common Stock will qualify as an exchange under Section 351(a)
of the Code, and (f) the Common Stock shall have been approved for listing on
The Nasdaq National Market, the New York Stock Exchange or the American Stock
Exchange.

In addition, the obligation of each Operating Subsidiary to consummate and
effect the Acquisitions is subject to the satisfaction at or prior to the
Effective Time of certain conditions, any of which may be waived, in writing,
exclusively by the Operating Subsidiaries, including: (a) the representations
and warranties of the Company and the pertinent Merger Sub contained in the
Acquisition Agreements shall be true and correct in all material respects on and
as of the Effective Time; (b) the Company and the pertinent Merger Sub shall
have performed or complied in all material respects with all agreements and
covenants required by the Acquisition Agreements to be performed or complied
with by them on or prior to the Effective Time; (c) the Operating Subsidiaries
shall have received a legal opinion from counsel to FirstPak, Inc., in form and
substance reasonably satisfactory to each Operating Subsidiary; (d) the Company
shall have executed and delivered employment agreements to certain

9
<PAGE>

persons listed in the exhibits to the Acquisition Agreements; (e) the Company
shall have executed and delivered to the Operating Subsidiaries an escrow
agreement, the form of which is attached as an exhibit to the Acquisition
Agreements; (f) the Company shall have appointed a committee to determine the
appropriate price and number of shares of the Common Stock to be sold in the
Offering (the "Pricing Committee"); (g) the Restated Certificate of
Incorporation of the Company shall be in effect and (h) the initial public
offering price per share of Common Stock sold in the Offering shall be greater
than $13.00 and the Offering shall result in gross proceeds of not less than
$ . Additionally, certain stockholders of the Company will enter into a
stockholders' agreement with the Company (the "Stockholders' Agreement"). The
obligations of the Operating Subsidiaries are subject to execution and delivery
of the Stockholders' Agreement.

TERMINATION OF THE ACQUISITION AGREEMENTS. Each Acquisition Agreement provides
that it may be terminated at any time prior to the Effective Time:

(a) by mutual consent of the Company and the applicable Operating
Subsidiary;

(b) by the Company or the applicable Operating Subsidiary if: (i) the
Closing has not occurred by December 31, 1997 (provided that this right to
terminate the Acquisition Agreement shall not be available to any party whose
willful failure to fulfill any obligation thereunder has been the cause of, or
resulted in, the failure of the Effective Time to occur on or before such date);
(ii) there shall be a final nonappealable order of a federal or state court in
effect preventing consummation of the Acquisition, the Offering or any of the
mergers; or (iii) there shall be any statute, rule, regulation or order enacted,
promulgated or issued or deemed applicable to the Acquisitions, the Offering or
any of the mergers with the other Operating Subsidiaries by any governmental
entity that would make consummation of the Acquisitions, the Offering or any of
the acquisitions of the other Operating Subsidiaries illegal;

(c) by the Company or the applicable Operating Subsidiary if there shall be
any action taken, or any statute, rule, regulation or order enacted, promulgated
or issued or deemed applicable to the Acquisition, by any governmental entity,
which would: (i) prohibit the Company's ownership or operation of any portion of
the business of the Company or (ii) compel the Company and the applicable
Operating Subsidiary to dispose of or hold separate, as a result of the
Acquisition, any portion of the business or assets of the Company or the
applicable Operating Subsidiary;

(d) by the Company if it is not in material breach of its obligations under
the Acquisition Agreement and there has been a breach of any representation,
warranty, covenant or agreement contained in the Acquisition Agreement on the
part of the pertinent Operating Subsidiary and as a result of such breach the
closing conditions set forth in the Acquisition Agreement would not then be
satisfied; provided, however, that if such breach is curable by such Operating
Subsidiary prior to the Closing Date through the exercise of its reasonable best
efforts, then for so long as such Operating Subsidiary continues to exercise
such reasonable best efforts the Company may not terminate the Acquisition
Agreement unless such breach is not cured prior to the Closing Date (but no cure
period shall be required for a breach which by its nature cannot be cured); and

(e) by the pertinent Operating Subsidiary if it is not in material breach of
its obligations under the Acquisition Agreement and there has been a breach of
any representation, warranty, covenant or agreement contained in the Acquisition
Agreement on the part of the Company or the pertinent Merger Sub and as a result
of such breach the closing conditions set forth in the Acquisition Agreement,
would not then be satisfied;

10
<PAGE>

provided, however, that if such breach is curable by the Company or the
pertinent Merger Sub prior to the Closing Date through the exercise of its
reasonable best efforts, then for so long as the Company or the applicable
Merger Sub continues to exercise such reasonable best efforts the Operating
Subsidiary may not terminate the Acquisition Agreement unless such breach is not
cured prior to the Closing Date (but no cure period shall be required for a
breach which by its nature cannot be cured).

AFFILIATE AGREEMENTS. Each of the members of the Board of Directors of each of
the Operating Subsidiaries and certain officers of the Operating Subsidiaries
are expected to enter into agreements restricting sales, dispositions and other
transactions which would reduce their risk of investment with respect to the
shares of Common Stock received by them in the Acquisitions so as to comply with
the requirements of applicable federal securities and tax laws.

In connection with the Acquisitions, certain stockholders of the Company and the
Operating Subsidiaries will enter into a stockholders agreement with the Company
(the "Stockholders Agreement") relating to certain corporate matters. See "Terms
of the Acquisitions - Affiliate and Stockholders' Agreements."

DISSENTERS' RIGHTS AND APPRAISAL RIGHTS

WISCONSIN LABEL. Pursuant to Wisconsin law, and as described in greater detail
in the consent solicitation to be delivered to the shareholders of Wisconsin
Label and in the Prospectus, holders of Wisconsin Label Common Stock will be
entitled to dissenters' rights in connection with the Wisconsin Label
Acquisition. A holder of Wisconsin Label Common Stock who desires to pursue
dissenters' rights must (i) file a written objection to the Wisconsin Label
Acquisition Agreement with Wisconsin Label before the taking of the
shareholders' vote on the Wisconsin Label Acquisition Agreement at a meeting of
the Wisconsin Label shareholders, (ii) refrain from voting in favor of the
Wisconsin Label Acquisition Agreement, (iii) make written demand from Wisconsin
Label or the Company for payment for such holder's shares and (iv) deposit such
holder's shares at the place and time indicated in the dissenters' notice
delivered to such holder by Wisconsin Label, all in accordance with the WBCL.
Such dissenters' rights are not conditioned on voting against the Wisconsin
Label Acquisition Agreement. See "Stockholder Votes--Dissenters' Rights and
Appraisal Rights."

ST. LOUIS LITHO AND CALOPTICAL. Pursuant to Delaware law, and as described in
greater detail in the consent solicitation to be delivered to the stockholders
of St. Louis Litho and CalOptical and in the Prospectus, holders of St. Louis
Litho and CalOptical Common Stock will be entitled to appraisal rights in
connection with the St. Louis Litho and CalOptical Acquisitions. A holder of St.
Louis Litho or CalOptical Common Stock who desires to pursue appraisal rights
must (i) file a written demand for appraisal of such holder's shares with St.
Louis Litho or CalOptical before the taking of the stockholders' vote on the
relevant Acquisition Agreement and (ii) refrain from voting in favor of the
relevant Acquisition Agreement, all in accordance with the DGCL. Such appraisal
rights are not conditioned on voting against the St. Louis Litho or CalOptical
Acquisition Agreement. See "Stockholder Votes--Dissenters' Rights."

BLAKE PRINTING. Pursuant to California law, and as described in greater detail
in the consent solicitation to be delivered to the shareholders of Blake
Printing and in the Prospectus, holders of Blake Printing Common Stock will be
entitled to dissenters' rights in connection with the Blake Printing
Acquisition. A holder of Blake Printing Common Stock who desires to pursue
dissenters' rights must (i) demand in writing that Blake Printing purchase such
holder's shares at their fair market value before the taking of the
shareholders' vote on the Blake Printing Acquisition Agreement, (ii) refrain
from voting in favor of the Blake Printing Acquisition Agreement and (iii)
submit such holder's shares to Blake Printing or the Company for endorsement,
all in accordance with the CGCL. Such dissenters' rights are not conditioned on
voting against the Blake Printing Acquisition Agreement. See "Stockholder Votes
- - Dissenters' Rights".

11
<PAGE>
SUMMARY PRO FORMA COMBINED FINANCIAL DATA

The following table presents summary pro forma combined financial data of the
Company as of the dates and for the periods indicated, giving effect to (i) the
consummation of the Acquisitions and (ii) the consummation of the Offering and
the application of the net proceeds therefrom. Upon consummation of the
Acquisitions, the former stockholders of Wisconsin Label will own, as a group,
approximately 48.6% of the Company's Common Stock and control approximately
50.2% of the Company's voting interests. As such Common Stock ownership and
voting interests will exceed both (i) the separate Company ownership and voting
interests of the former stockholder groups for St. Louis Litho, CalOptical, or
Blake Printing, and (ii) the FirstPak stockholders' carryover ownership and
voting interests just prior to the consummation of the Acquisitions, the
Acquisitions will be accounted for as a "reverse acquisition" using the purchase
method of accounting, with Wisconsin Label treated as the acquirer for
accounting purposes. As a result, the Company's consolidated financial
statements for periods prior to the consummation of the Acquisitions prepared
for comparative purposes subsequent to the consummation of Acquisitions will be
the historical consolidated financial statements of Wisconsin Label with certain
amounts within "Stockholders' Equity" restated to reflect the impact of
FirstPak's acquisition of Wisconsin Label. The summary pro forma data are not
necessarily indicative of operating results or financial position that would
have been achieved had the events described above been consummated and should
not be construed as representative of future operating results or financial
position. The summary pro forma combined financial data should be read in
conjunction with the Pro Forma Combined Financial Statements and the notes
thereto included elsewhere in this Prospectus and with "Formation of the Company
- - The Acquisitions," "Management's Discussion and Analysis of Pro Forma
Financial Condition and Pro Forma Results of Operations" and "Certain
Relationships and Related Party Transactions - The Acquisitions."

<TABLE>
<CAPTION>
---------------------------------
YEAR ENDED
DECEMBER SIX MONTHS ENDED
31, JUNE 30,
IN THOUSANDS, EXCEPT PER SHARE DATA 1996 1996 1997
----------- --------- ---------
<S> <C> <C> <C>
PRO FORMA COMBINED STATEMENTS OF INCOME DATA (1):
Sales........................................................ $ 142,784 $ 72,620 $ 74,300
Cost of sales................................................ 104,663 53,120 54,122
----------- --------- ---------
Gross profit................................................. 38,121 19,500 20,178
Operating expenses........................................... 30,620 15,156 16,205
----------- --------- ---------
Operating income............................................. 7,501 4,344 3,973
Interest income.............................................. 258 139 36
Interest expense............................................. (271) (136) (136)
Other income (expense) net................................... 547 200 639
----------- --------- ---------
Income before income taxes and minority interest............. 8,035 4,547 4,512
Provision for income taxes................................... 3,485 1,996 1,800
----------- --------- ---------
Income before minority interest.............................. 4,550 2,551 2,712
Minority interest............................................ (92) (58) (43)
----------- --------- ---------
Net income................................................... $ 4,458 $ 2,493 $ 2,669
----------- --------- ---------
----------- --------- ---------
Pro forma net income per share............................... $ 0.37 $ 0.21 $ 0.22
----------- --------- ---------
----------- --------- ---------
Shares used in computing pro forma net income per share
(2)......................................................... 12,150 12,150 12,150
OTHER DATA:
Pro forma combined cash flows provided by (used in):
Operating activities..................................... $ 7,603 $ 4,102 $ 4,505
Investing activities..................................... (4,955) (3,824) (3,684)
Financing activities..................................... (198) -- (291)
Pro forma combined EBITDA (3)................................ 13,014 7,091 7,580
</TABLE>

12
<PAGE>

<TABLE>
<CAPTION>
---------------
AT JUNE 30,
IN THOUSANDS 1997
---------------
<S> <C>
PRO FORMA COMBINED BALANCE SHEET DATA (1):
Cash and cash equivalents.................................................. $ 2,902
Working capital............................................................ 26,087
Goodwill................................................................... 30,798
Total assets............................................................... 114,284
Long-term debt and capital lease obligations, excluding current
maturities................................................................ 55
Redeemable preferred stock................................................. 9,440
Stockholders' equity....................................................... 87,521
</TABLE>

- ------------------------

(1) Assumes that the consummation of the Acquisitions and the Offering had
occurred as of January 1, 1996, in the case of the pro forma combined statements
of income data and other data, and as of June 30, 1997, in the case of the pro
forma combined balance sheet data. The pro forma combined financial data are
based upon preliminary estimates, available information and certain assumptions
that management deems appropriate. The pro forma combined financial data
presented herein are not necessarily indicative of the results the Company would
have obtained had such events occurred at the beginning of the period or of the
future results of the Company. The pro forma combined financial data should be
read in conjunction with the other financial data and notes thereto included
elsewhere in this Prospectus. See "Formation of the Company - The Acquisitions"
and "Certain Relationships and Related Party Transactions - The Acquisitions."

(2) Computed on the basis described in Note 6 of Notes to Pro Forma Combined
Financial Statements.

(3) EBITDA represents operating income before depreciation, amortization and
stock based compensation minus or plus, on a pre-tax basis, any earnings or
losses, as applicable, attributable to minority interests and plus or minus any
income or losses, as applicable, from joint ventures. EBITDA is used by the
Company for the purpose of analyzing its operating performance, leverage and
liquidity. Such data are not a measure of financial performance under generally
accepted accounting principles and should not be considered as an alternative to
net income as an indicator of the Company's operating performance or as an
alternative to cash flows as a measure of liquidity. EBITDA information is
included herein because management believes that investors find it to be a
useful tool to assess the operations of a business without considering the
impact of financing and tax consequences that vary depending on the capital
structure and tax position of individual companies. EBITDA excludes significant
expenses, such as depreciation, amortization, interest and income taxes, which
are significant components in understanding the Company's financial performance.
These factors should be considered in evaluating EBITDA and trends in EBITDA.
Additionally, EBITDA as measured by the Company may not be comparable to
similarly titled measures of other companies.

FUTURE ONE-TIME CHARGE TO EARNINGS

The Company will incur a nonrecurring non-cash stock based compensation charge
to earnings of $24.3 million (based on an assumed initial public offering price
of $14 per share, resulting in a reduction in net income of $20.8 million, or
$1.71 per share) in the fiscal quarter in which the Offering is consummated
consisting of (i) a charge of $15.5 million related to 1,110,667 shares of
Common Stock issued to the founders of FirstPak, Inc. prior to the consummation
of the Acquisitions, (ii) a charge of $5.4 million for options to purchase
515,577 shares of Common Stock of the Company at an exercise price of $3.50 per
share granted to certain stockholders of Wisconsin Label upon consummation of
the Acquisitions and (iii) a charge of $3.4 million related to the grant of
options to purchase 332,143 shares of Common Stock of the Company at a weighted
average price per share of $3.92 per share granted to certain officers and
directors of the Company upon consummation of the Offering. Of the $24.3 million
charge, $15.5 million will not be deductible by the Company for U.S. federal
income tax purposes.

13
<PAGE>
RISK FACTORS

This Prospectus contains forward-looking statements regarding the intent, belief
and current expectations of the Company, its directors and its officers,
including statements with respect to the use of proceeds of the Offering and
trends affecting the Company's financial condition and results of operations.
The Sellers are cautioned that such forward-looking statements are not
guarantees of future performance and involve risks and uncertainties and that
actual results may differ materially from those anticipated in these
forward-looking statements as a result of various factors. The accompanying
information contained in this Prospectus, including the information set forth
below and under "Management's Discussion and Analysis of Pro Forma Financial
Condition and Pro Forma Results of Operations," "Management's Discussion and
Analysis of Financial Condition and Results of Operations of the Operating
Subsidiaries" and "Business" identifies important factors that could cause such
differences. The risk factors set forth below, as well as the other information
set forth in this Prospectus, should be considered carefully by the Sellers.

UNCERTAINTY REGARDING INITIAL PUBLIC OFFERING PRICE

The pro forma combined financial statements and certain other information
included herein assume the consummation of the Offering at an initial public
offering price of $14 (the midpoint of the range of the estimated initial public
offering prices set forth on the cover page of the preliminary prospectus
relating to the Offering). The initial public offering price for the shares of
Common Stock to be sold pursuant to the Offering will be determined by agreement
among the Company, the Selling Stockholders and the Underwriters. Among the
factors to be considered in making such determination will be the history of and
the prospects for the industry in which the Company competes, an assessment of
the Company's management, the present operations of the Company, the historical
results of operations of the Operating Subsidiaries and the trend of their
revenues and earnings, the prospects for future earnings of the Company, the
general conditions of the securities markets at the time of the Offering and the
prices of similar securities of generally comparable companies. The initial
public offering price will be subject to the approval of a committee of the
Board of Directors consisting of Vincent F. Titolo, William T. Leith, Terrence
R. Fulwiler and Richard C. Blake. However, there can be no assurance that the
actual initial public offering price will not be lower than the initial public
offering price assumed for purposes of the pro forma combined financial
statements included herein.

RISKS ASSOCIATED WITH RECEIPT OF PREFERRED STOCK

In connection with the aquisition of Wisconsin Label, the shareholders of
Wisconsin Label will receive 220,000 shares of Series A Preferred Stock of
FirstPak, Inc. The tax treatment of the receipt and redemption, if any, of the
Series A Preferred Stock is not entirely clear. The Company intends to take the
position that the Series A Preferred Stock is not taxable currently to the
recipients. However, under the 1997 Act, certain kinds of redeemable preferred
stock received in an otherwise tax-free reorganization or Section 351 exchange
will be treated as taxable "boot." The Company intends to take the position that
the Series A Preferred Stock does not constitute "boot" under the 1997 Act.
However, because of the terms of the Series A Preferred Stock, there is a
substantial risk that the IRS will successfully challenge such position. In the
event the Series A Preferred Stock were determined to be taxable boot to the
exchanging Wisconsin Label shareholders each such shareholders would be required
to recognize any gain realized up to the value of the Series A Preferred Stock
received. In addition, such gain may be taxable as ordinary income. The tax
treatment of the redemption, if it occurs, of the Series A Preferred Stock is
also unclear, and may depend in part on the facts at the time of the redemption.
The redemption of the Series A Preferred Stock may be treated in whole or in
part as a dividend in the year of the redemption, depending on the application
of Section 302 of the Code. Alternatively, the Internal Revenue Service may
argue that the Series A Preferred Stock constitutes "Section 306 stock" and that
its redemption results in the recognition of ordinary income, rather than
capital gain. See "Terms of the Acquisitions - Certain Federal Income Tax
Considerations - Receipt of Preferred Stock."

In connection with the issuance of the Series A Preferred Stock, the Company has
agreed to assist the shareholders of Wisconsin Label in the funding of certain
potential tax obligations, should such tax obligations arise.

14
<PAGE>
ABSENCE OF COMBINED OPERATING HISTORY

FirstPak, Inc. was founded in February 1996 and has conducted no substantial
operations to date. FirstPak, Inc. has entered into agreements to acquire the
Operating Subsidiaries simultaneously with the consummation of the Offering. The
Operating Subsidiaries have historically operated independently, and there can
be no assurance that the Company will be able to successfully integrate these
businesses and their disparate operations, employees and management. Moreover,
the Company's management group, including its chief executive officer, has been
assembled only recently, and the management control structure is still in the
formative stages. In addition, the Company's management team has limited
experience in operating a large and diverse label and packaging products
enterprise. There can be no assurance that the Company's management will be able
to oversee the combined entity and effectively implement the Company's operating
strategies. See "Business - Personnel and Training" and "Management - Executive
Officers, Directors and Key Employees."

RISKS ASSOCIATED WITH ACQUISITION STRATEGY

The packaging industry is a mature industry and many companies serving the label
and packaging market have demonstrated limited growth over the past several
years. Accordingly, growth in the Company's sales and earnings will depend
significantly on the Company's ability to acquire businesses which, in turn,
will depend in large part on the Company's ability to manage expansion and
consolidate acquisitions into its existing operations. Acquisitions involve a
number of special risks, including the diversion of management's attention to
the assimilation of the operations and personnel of the acquired companies,
possible adverse short-term effects on the Company's operating results, and the
potential inability to integrate financial and management reporting systems of
the acquired companies. In addition, the Company will be required to amortize
intangible assets, including goodwill, if any, or may incur certain
acquisition-related expenses that may negatively impact the Company's results of
operations.

The timing and nature of future acquisitions will depend on various factors,
including the availability of suitable acquisition candidates, the negotiation
of acceptable terms, the Company's financial resources, the availability of
skilled employees to manage the acquired companies, and general economic and
business conditions. In addition, because the Facility provides that
acquisitions valued at over $15 million must be approved by the lenders, the
Company's ability to pursue acquisitions may depend on its ability to obtain
requisite approvals from its lenders. In addition, the Company believes that it
may compete for acquisition candidates with other larger companies,
consolidators and investors in the packaging industry that have substantially
greater resources than the Company. Increased competition for acquisition
candidates could have the effect of increasing the cost to the Company of
pursuing its growth strategy or could reduce the number of attractive
acquisition candidates.

There can be no assurance that the Company will identify acquisition candidates
that would result in successful combinations, that acquisitions will be
consummated on acceptable terms or at all, or that the Company will successfully
integrate any future acquisitions into its business or operate any acquired
business profitably. Because the Company's future growth is integrally linked to
its acquisition strategy, the failure on the part of the Company to successfully
execute its acquisition strategy could have a material adverse effect on the
Company's business. See "Business - Strategy."

A significant portion of the Company's capital resources may be used for
acquisitions. The Company believes that it will have sufficient cash flows from
operations following the Offering to fund its operations for the foreseeable
future. Under the terms of the Facility, up to $60.0 million of such amount may
be used for acquisitions by the Company. If the Company does enter into the
Facility and generates anticipated cash from operations, the Company may seek an
increase in the capital available to it under the Facility or otherwise obtain
additional debt or equity financing, depending upon the amount of capital
required to pursue future growth opportunities or address other needs. There can
be no assurance that such increase or additional financing will be available to
the Company on acceptable terms, if at all. The Facility will contain certain
restrictive covenants including limiting the payment of dividends and other
distributions to stockholders and covenants requiring the Company to maintain
certain financial ratios and to meet certain financial tests, including minimum
debt service and interest coverage, maximum leverage and maximum capital
expenditures. A substantial portion of the Company's cash flow from operations
may be dedicated to the payment of the principal of and interest on indebtedness
under the Facility, thereby reducing funds available for operations and future
acquisitions. Borrowings under the Facility will

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be at floating rates of interest, causing the Company to be vulnerable to
increases in interest rates. In the event that the Company incurs a substantial
degree of leverage pursuant to the Facility, the Company could become more
vulnerable to a downturn in general economic conditions. The Company's ability
to make scheduled payments of principal or interest on or to refinance
indebtedness under the Facility will depend on its future operating performance
and cash flow which are subject to prevailing economic conditions, primary
interest rate levels and financial, competitive, business and other factors,
many of which are beyond the Company's control. The inability of the Company to
service its indebtedness or incur additional indebtedness would have a material
adverse impact on the Company's ability to pursue future acquisitions. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations of the Operating Subsidiaries - Liquidity and Capital Resources."

Furthermore, to the extent the Company uses its capital stock for all or a
portion of the consideration to be paid for future acquisitions, dilution may be
experienced by existing stockholders, including the Sellers in the Acquisitions.
In addition, if the market value of the Company's stock decreases as a result of
stock market fluctuations or otherwise, the Company may not be able to use its
stock as consideration for future acquisitions which in turn would impact the
ability of the Company to pursue its acquisition strategy. See "Dilution," "Use
of Proceeds" and "Management's Discussion and Analysis of Pro Forma Financial
Condition and Pro Forma Results of Operations - Liquidity and Capital
Resources."

POTENTIAL INABILITY TO MANAGE GROWTH

The Operating Subsidiaries have significantly expanded their operations on a
combined basis in the past several years. Although there can be no assurance
that the Operating Subsidiaries will maintain their historical growth rates in
the future, any future expansion, internally or through acquisitions, will place
significant demands on the Company's management, operational, administrative and
financial resources. Expansion within the Company's existing markets could
adversely affect the financial performance of the Operating Subsidiaries or the
Company's overall results of operations. The Company's future performance and
profitability in existing markets will depend on a number of factors, including
the successful maintenance of existing customer relationships, the effective and
timely initiation and development of new customer relationships, the effective
marketing of expanded product offerings, the ability to maintain a high quality
of services, the ability to recruit, motivate and retain qualified personnel,
and the implementation of enhancements to the Company's operational and
financial systems. Expansion into new markets may present operating and
marketing challenges that are different from those currently encountered by the
Company in its existing markets. In addition, unforseen expenses, difficulties,
complications or delays frequently encountered in connection with the rapid
expansion of operations may inhibit the Company's growth. There can be no
assurance that the Company will maintain or accelerate its growth or anticipate
all of the changing demands that expanding operations will impose on its
management and management information and financial systems. Any failure by the
Company to do so could have a material adverse effect on the Company's business,
financial condition and results of operations. See "Business - Strategy."

DEPENDENCE ON KEY CUSTOMERS; ABSENCE OF LONG-TERM CONTRACTS WITH CUSTOMERS

The Company's 10 largest customers accounted for approximately 25% of the
Company's sales (on a pro forma basis) for the year ended December 31, 1996. The
Company's two largest customers, Dittler Brothers and Sara Lee Corporation
accounted for approximately 5% and 5% of the Company's sales (on a pro forma
basis) for the year ended December 31, 1996 and accounted for approximately 7%
and 7% of the sales of Wisconsin Label in 1996, respectively. Lenscrafters and
Wal-Mart accounted for approximately 26% and 11%, respectively, of the sales of
CalOptical in calendar 1996. Sebastiani accounted for approximately 12% of the
sales of Blake Printing in 1996. Barton accounted for approximately 16% of the
sales of St. Louis Litho in 1996. There can be no assurance that the Company or
the Operating Subsidiaries will be able to maintain the current level of sales
derived from these or any other customer in the future.

The Company generally does not enter into long-term sales contracts with its
customers requiring them to make purchases from the Company. The Company's sales
are generally evidenced by a purchase order and similar documentation limited to
a specific sale. As a result, a customer from whom the Company generates
substantial revenue in one period may not be a substantial source of revenue in
a subsequent period. In addition, the

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Company's customers generally have the right to terminate their relationships
with the Company without penalty and on little or no notice. In the absence of
such long-term contracts, there can be no assurance that these customers will
continue to purchase products from the Company, and thus there can be no
assurance that the Company will be able to maintain a consistent level of sales.

The termination of the Company's business relationship with any of its
significant customers or a material reduction in sales to a significant customer
could have a material adverse effect on the Company's business, financial
condition and results of operations. See "Business - Sales and Marketing."

POTENTIAL FLUCTUATIONS IN QUARTERLY OPERATING RESULTS

The Operating Subsidiaries have in the past experienced, and the Company may in
the future experience, significant quarterly fluctuations in sales, operating
income and cash flows as a result of certain factors, including the volume and
timing of customer orders received during the quarter, the timing and magnitude
of customers' marketing campaigns, the loss of a major customer, the
availability and pricing of materials for the Company's products, increased
selling, general and administrative expenses incurred in connection with
acquisitions or the introduction of new products, the costs and timing of any
future acquisitions, the timing and magnitude of capital expenditures, and
changes in the Company's product mix or in the relative contribution to sales of
the various Operating Subsidiaries. Due to the foregoing factors, it is possible
that in some future quarter the Company's operating results may be below the
expectations of public market analysts and investors. In such event, the price
of the Company's Common Stock would likely be materially and adversely affected.
See "Management's Discussion and Analysis of Pro Forma Financial Condition and
Pro Forma Results of Operations" and "Management's Discussion and Analysis of
Financial Condition and Results of Operations of the Operating Subsidiaries."

POSSIBLE NEED FOR ADDITIONAL FINANCING; POTENTIAL INABILITY TO FINANCE
REDEMPTION OF SERIES A PREFERRED STOCK

A substantial portion of the proceeds from the Offering will be used to repay
approximately $44.3 million (on a pro forma combined basis at June 30, 1997) of
the Company's indebtedness (including accrued interest and certain prepayment
fees). The Company currently estimates that cash generated from operations will
be sufficient to finance its current operations and planned capital expenditure
requirements at least through the next twelve months. There can be no assurance,
however, that the Company will not be required to seek additional capital at an
earlier date. The Company may, from time to time, seek additional funding
through public or private financing, including equity financing. There can be no
assurance that adequate funding will be available as needed or on terms
acceptable to the Company. If additional funds are raised by issuing equity
securities, or acquisitions are consummated using the Company's equity
securities, existing stockholders may experience dilution. See "Use of Proceeds"
and "Management's Discussion and Analysis of Pro Forma Financial Condition and
Pro Forma Results of Operations - Liquidity and Capital Resources." The Company
had EBITDA of $13.0 million in 1996 and cash and cash equivalents of $2.9
million at June 30, 1997 (in each case on a pro forma combined basis).

In connection with the acquisition of Wisconsin Label, FirstPak, Inc. will issue
to the shareholders of Wisconsin Label 220,000 shares of redeemable Series A
Preferred Stock. The redemption of the Series A Preferred Stock may be triggered
by events which do not generate cash proceeds to the Company or which generate
cash proceeds less than the redemption price of $11 million. In the event the
Company does not have cash from operating activities available to redeem the
Series A Preferred Stock, the Company would be required to seek third-party
sources of financing to meet such obligations. There can be no assurance that
such third-party sources of financing, if required, will be available on
acceptable terms, if at all. In the event that the Company does not have
sufficient funds legally available to redeem the total number of shares of
Series A Preferred Stock to be redeemed on any given date, those funds which are
legally available will be used to redeem the maximum possible number of shares
of Series A Preferred Stock pro rata among the holders of such Series A
Preferred Stock according to the number of shares held by each holder thereof.
Any shares of Series A Preferred Stock that are not redeemed due to insufficient
funds will remain outstanding. At any time thereafter, when additional funds of
the Company are legally available for redemption of the Series A Preferred
Stock, such funds will immediately be used to redeem the balance of the shares
that the Company has become obligated to redeem. In the event that

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<PAGE>

the Company is required to redeem all or a portion of the Series A Preferred
Stock, such redemption would require the use of resources that would otherwise
be available for future acquisitions. See "Management's Discussion and Analysis
of Pro Forma Financial Condition and Pro Forma Results of Operations," "Certain
Relationships and Related Party Transaction - Certain Transaction of the
Operating Subsidiaries - Wisconsin Label" and "Description of Capital Stock -
Preferred Stock."

COMPETITION

There is substantial competition in the packaging industry. The Company competes
with distributors and manufacturers of packaging products based in the United
States and, to a limited extent, overseas. Many of the Company's competitors
have greater name recognition, established operating histories and, in many
cases, substantially greater financial and other resources than the Company.
Such competitors may use their economic strength to influence the market to
continue to buy their products which compete with the Company's products.

In addition, new competitors may arise and may develop products which compete
with the Company's products. Moreover, some of the Company's current customers
presently, or in the future may, compete with the Company. There can be no
assurance that new or proprietary technology will not be introduced by an
existing or new competitor that may make the Company's products or services
obsolete. To the extent that the Company is unable to compete successfully
against its existing and future competitors, its business, operating results and
financial condition would be materially adversely affected. See "Business -
Competition." While the Company believes that it competes effectively within the
packaging industry, there are several factors that could reduce the Company's
ability to compete effectively. The Company cannot assure that additional
competitors with greater resources than the Company will not enter the industry
and compete effectively against the Company or that the consolidation trend in
the industry will continue. See "Business - Competition."

DEPENDENCE ON NEW PRODUCT OFFERINGS

The Company's future growth will depend in part on its ability to successfully
develop and manufacture new product offerings that meet the evolving needs of
customers. The development and manufacture of new products depends in part on
the Company's ability to upgrade current production technology and methods as
well as to develop the processes required to create such new products. The
Company may not be successful in anticipating customer needs or in selecting and
developing new and enhanced machinery, technology or processes on a timely
basis. There can be no assurance that the Company will have the financial
resources or will otherwise be able to upgrade its production technology and
methods or that the Company will be able to introduce new products that meet the
future needs of customers. Failure to regularly develop and introduce new
products successfully could materially and adversely impact the Company's future
growth and profitability. See "Business - Product Development."

DEPENDENCE ON KEY PERSONNEL

The Company's business will depend to a significant extent on the efforts and
abilities of the executive officers of the Company and its Operating
Subsidiaries. These executive officers include: William T. Leith, Chairman of
the Board, President and Chief Executive Officer of FirstPak, Vincent F. Titolo,
Vice Chairman of the Board of FirstPak, Eric R. Roberts, Senior Vice President
and CFO of FirstPak, Terrence R. Fulwiler, Chief Executive Officer of Wisconsin
Label and Director of FirstPak, Richard C. Blake, Chief Executive Officer of
Blake Printing and Director of FirstPak, Ben Kraft, Chief Executive Officer of
St. Louis Litho and Larry Nathanson, Chief Executive Officer of CalOptical. The
loss of the services of any one or more of these persons could have a material
adverse effect on the Company's business, financial condition and results of
operations. The Company's business will also be dependent on its ability to
continue to attract and retain qualified personnel, including key management, in
connection with future acquisitions. See "Business Personnel and Training" and
"Management - Executive Officers, Directors and Key Employees."

CERTAIN RELATIONSHIPS AND TRANSACTIONS

FirstPak, Inc. was founded by certain individuals associated with Menke Titolo
Capital Corp. II ("Menke Titolo") as a holding company to acquire the businesses
of the Operating Subsidiaries. In connection with its formation, FirstPak, Inc.
issued shares of Common Stock to Vincent F. Titolo, John D. Menke and Eric R.
Menke,

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<PAGE>

representing in the aggregate approximately 10.0% of the outstanding capital
stock of the Company to be outstanding upon consummation of the Offering,
subject to certain adjustments. See "Certain Relationships and Related Party
Transactions." In addition, Menke Titolo, which is owned by Vincent F. Titolo
and John D. Menke, is a limited partner of MBR Associates, L.P., which is the
general partner of MBR Investment Associates L.P. MBR Investment Associates L.P.
owns a substantial portion of the outstanding capital stock of CalOptical and
St. Louis Litho, and Vincent F. Titolo serves as Chairman of the Board of
Directors of these Operating Subsidiaries. Upon consummation of the
Acquisitions, MBR Investment Associates L.P. will receive shares of Common Stock
of the Company in exchange for its shares of capital stock of CalOptical and St.
Louis Litho. See "Principal and Selling Stockholders." The interests of the
foregoing persons in certain of the Operating Subsidiaries may conflict with the
interests of such persons in their respective capacities as senior management
and stockholders of the Company.

The Company is subject to risks associated with potential conflicts of interest
that may arise out of the interrelationships among certain of its officers,
directors, significant stockholders and third parties. For a more detailed
description of these and certain other related party transactions, see "Certain
Relationships and Related Party Transactions." In addition to the possible
effect upon the Company's ability to integrate the Operating Subsidiaries
described in "Absence of Combined Operating History," the interests of the
foregoing persons in their capacities with third parties may come into conflict
with the interests of such persons in their respective capacities with the
Company in ways that cannot currently be foreseen.

HOLDING COMPANY STRUCTURE

FirstPak, Inc. is a holding company with no substantial operations and,
consequently, is dependent on dividends and other payments from the Operating
Subsidiaries for virtually all of its cash flow, including cash flow for
management salaries and overhead, to service debt, to make equity investments,
to finance the growth of its subsidiaries and to pay dividends to its
stockholders. See "Dividend Policy" and "Management's Discussion and Analysis of
Pro Forma Financial Condition and Pro Forma Results of Operations - Liquidity
and Capital Resources."

AMORTIZATION OF INTANGIBLE ASSETS

Approximately $30.8 million, or 27.0%, of the Company's total pro forma assets
as of June 30, 1997 consisted of goodwill. Goodwill is an intangible asset that
represents the difference between the aggregate purchase price of the assets
acquired and the amount of such purchase price allocated to identifiable assets
for purposes of the Company's pro forma balance sheet. The Company is required
to amortize the goodwill from the Acquisitions over a period of time, with the
amount amortized in a particular period constituting an expense that will reduce
the Company's net income for that period. In addition, the Company will be
required to amortize the goodwill, if any, from any future acquisitions. A
reduction in net income resulting from the amortization of goodwill may have an
adverse impact on the market price of the Company's Common Stock. See "Formation
of the Company - The Acquisitions."

DEPENDENCE ON LIMITED MANUFACTURING FACILITIES

Certain of the Company's products are manufactured at either a single
manufacturing facility or a limited number of manufacturing facilities. Since
the Company does not currently operate duplicate facilities in different
geographic areas, a disruption of the Company's manufacturing operations
resulting from various factors, including human error, government intervention
or a natural disaster such as fire, earthquake or flood, could cause the Company
to cease or limit its manufacturing operations and consequently could have a
material adverse effect on the Company's business, financial condition and
results of operations. See "Business - Facilities."

SOURCES OF SUPPLY

The Company generally does not have long-term agreements with its key sources of
supply. Lead times for materials ordered by the Company can vary significantly
and depend on factors such as the specific supplier, contract terms and demand
for particular materials at a given time. From time to time, the Company has
experienced fluctuations in materials prices. Shortages or disruptions in the
supply of materials, or the inability

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<PAGE>
of the Company to procure such materials from alternate sources at acceptable
prices in a timely manner, could lead to the loss of customers due to the
failure to timely meet orders which in turn could result in a material adverse
effect on the Company's business, financial condition and results of operations.
See "Business - Sources of Supply."

HAZARDOUS MATERIALS; ENVIRONMENTAL REGULATIONS

Certain of the Operating Subsidiaries use hazardous materials in their
manufacturing operations. As a result, the Company is subject to federal, state
and local regulations governing the storage, use and disposal of such materials.
The use and disposal of hazardous materials involves the risk that the Company
could be required to incur substantial expenditures for preventive or remedial
action, reduction of chemical exposure, or waste treatment or disposal. The
liability in the event of an accident or the costs of such actions could exceed
the Company's resources or otherwise have a material adverse effect on the
Company's business, financial condition or results of operations. See "Business
- - Environmental Regulation."

POTENTIAL INFLUENCE OF EXISTING STOCKHOLDERS

Following the Offering, the Company's officers, directors and five percent
stockholders will own approximately 38.1% of the outstanding shares of Common
Stock (approximately 36.0% if the Underwriters' over-allotment option is
exercised in full). In particular, the employee stock ownership plan of
Wisconsin Label will own approximately 10.0% of the outstanding shares of Common
Stock of the Company (approximately 9.5% if the Underwriters' over-allotment
option is exercised in full) after the Offering, subject to certain adjustments.
See "Certain Relationships and Related Party Transactions." Accordingly, these
stockholders, if acting together, would be able to control the election of
directors and matters requiring the approval of stockholders of the Company.
This concentration of ownership by existing stockholders may also have the
effect of delaying or preventing a change in control of the Company. See
"Principal and Selling Stockholders."

In connection with the Acquisitions, certain stockholders of the Company will
enter into a stockholders agreement with the Company pursuant to which such
stockholders will vote for two nominees of the former shareholders of Wisconsin
Label (the "Wisconsin Label Nominees") who will be nominated to the Board of
Directors of the Company at the first annual meeting of stockholders. In
addition, the Stockholders' Agreement provides that one of the Wisconsin Label
Nominees will resign from the Board of Directors on or after August 1, 1998 upon
the approval and appointment by the Board of Directors of an additional
independent director. See "Management - Executive Officers, Directors and Key
Employees." In addition, the Company's Restated Certificate of Incorporation
provides that in the event that Terrence R. Fulwiler or either of the Wisconsin
Label Nominees leaves the Board prior to the date that is three years from the
consummation of the Offering in the case of Terrence Fulwiler and prior to the
date that is four years from the consummation of the Offering in the case of
either of the Wisconsin Label Nominees, as a result of death, resignation,
disqualification, removal or certain other causes, the Board will appoint a
nominee of the former Wisconsin Label shareholders to serve out the term of the
departing board member.

The Company's Restated Certificate of Incorporation provides that the Company
will form an Executive Committee of the Board of Directors. The responsibilities
of the Executive Committee will include to undertake, between board meetings,
those functions of the Board of Directors regarding the regular operation of the
Company over which the full Board of Directors has authority. The Executive
Committee will consist of not less than three members and, the Company's
Restated Certificate of Incorporation provides that for a period of three years
after the Offering, so long as Terrence Fulwiler continues to serve as a member
of the Board of Directors, Terrence Fulwiler will serve as one of the members of
the Executive Committee.

The Company's Restated Certificate of Incorporation provides that the Company
will form a Nominating Committee of the Board of Directors. The Nominating
Committee will report to the Board of Directors regarding nominees for directors
to be presented to the Company's stockholders for election. The Company's
Restated Certificate of Incorporation provides that for so long as the former
Wisconsin Label shareholders hold, in the aggregate, not less than 20% of the
outstanding Common Stock and a Wisconsin Label Nominee continues to serve as a
member of the Board of Directors, one member of the Nominating Committee will be
a Wisconsin Label Nominee chosen by the Board of Directors.

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<PAGE>

The Company's Restated Certificate of Incorporation provides that for a period
of three years after the Offering the Company shall not, without obtaining the
approval of either (a) Terrence R. Fulwiler and either of the Wisconsin Label
Nominees, or (b) both of the Wisconsin Label Nominees, approve (i) issuances of
equity securities under certain circumstances (but not including securities to
be issued pursuant to stock option plans or in connection with acquisitions),
(ii) the termination of the chief executive officer of Wisconsin Label, (iii)
the closing of a label production manufacturing facility of Wisconsin Label
which closing would result in the termination of in excess of 50 employees
thereof, (iv) removal of a member of the Board of Directors without cause (v) an
increase in the number of authorized directors of the Company to a number
greater than eleven; (vi) altering the provision in the Company's Restated
Certificate of Incorporation for cumulative voting for the Board of Directors or
the provision described herein; and (vii) altering certain other provisions in
the Company's Restated Certificate of Incorporation regarding the composition of
the Board of Directors.

SHARES ELIGIBLE FOR FUTURE SALE

The 4,230,283 shares of Common Stock being sold in the Offering will be freely
tradeable after the Offering unless acquired by affiliates of the Company. The
6,072,012 shares of Common Stock to be issued to the Sellers (including the
301,712 shares sold in the Offering) in connection with the Acquisitions will be
registered under the Securities Act and, subject to the contractual restrictions
on resale set forth below, will be freely tradeable unless acquired by
affiliates of the Company or persons who were affiliates of the Operating
Subsidiaries prior to the Acquisitions. An aggregate of 1,110,667 unregistered
shares of Common Stock will be outstanding immediately following consummation of
the Offering. The market price of the Common Stock could be adversely affected
by the sale of substantial amounts of Common Stock in the public market
following the Offering or the perception that such sales could occur. The
Company, each of its directors and officers and the holders of all of the shares
and options or warrants to purchase shares of Common Stock that are or will be
outstanding subsequent to consummation of the Acquisitions and the Offering, and
certain related persons, have agreed with the Underwriters not to offer, sell or
otherwise dispose of any shares of Common Stock or securities convertible into
or exercisable or exchangeable for such shares for a period of one year (180
days in the case of the Company) after the date of this Prospectus without the
prior written consent of J.P. Morgan Securities Inc., except (i) that the
Company may (a) issue shares of Common Stock for the purpose of consideration in
connection with future acquisitions and (b) grant options in respect of shares
of Common Stock provided in each case that the recipient of such shares or
options agrees to be bound by the terms of the restrictions set forth above and
(ii) for certain other limited exceptions. Each of the directors and officers of
the Company and certain stockholders of the Company have also agreed, for a
period of one year after the expiration of the lock-up period, to sell their
shares only in compliance with the volume limitations set forth in Rule 144
under the Securities Act ("Rule 144") as in effect on the date of this
Prospectus. In addition, certain affiliates of the Operating Subsidiaries and of
the Company have agreed, as a condition to the closing of the Acquisitions, to
enter into agreements (each an "Affiliate Agreement") restricting resales of
shares of Common Stock to be in accordance with the provisions of Rule 145 under
the Securities Act. In addition, (i) 50,000 shares of Common Stock are issuable
upon exercise of options granted to an officer of FirstPak, Inc. at an exercise
price of $5.35 per share, (ii) 522,143 shares of Common Stock are issuable under
the 1997 Stock Plan upon exercise of options to be granted to certain directors,
officers and employees of the Company at a weighted average exercise price of
$7.39 per share concurrently with consummation of the Offering, (iii) 342,857
shares of Common Stock will be issuable upon exercise of options to be granted
to certain officers and employees of the Operating Subsidiaries under the 1997
Stock Plan upon consummation of the Offering at an exercise price equal to the
initial public offering price set forth on the cover page of this Prospectus,
and (iv) 909,193 shares of Common Stock are issuable upon exercise of options to
be granted to or exchanged with certain Sellers at a weighted average exercise
price of $2.27 concurrently with the closing of the Acquisitions. The issuance
of shares upon the exercise of options could result in the dilution of the
voting power of the shares of Common Stock purchased in the Offering and could
have a dilutive effect on earnings per share. The Company intends to file a
registration statement under the Securities Act to register the sale of the 2.0
million shares of Common Stock reserved for issuance pursuant to the 1997 Stock
Plan and certain other options to be issued by the Company prior to or
concurrently with the Offering. See "Shares Eligible for Future Sale."

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NO PRIOR PUBLIC MARKET; POSSIBLE VOLATILITY OF SHARE PRICE

Prior to the Offering, there has been no public market for the Common Stock, and
there can be no assurance that an active trading market will develop and
continue after the Offering or that the market price of the Common Stock will
not decline below the initial public offering price. The Company will be
required to appoint one additional person who is not an officer or employee of
the Company or the Operating Subsidiaries to the Board of Directors within 90
days after consummation of the Offering to maintain its listing on the Nasdaq
National Market. In the event the Company does not add such independent director
within 90 days following the Offering, the Company could be delisted from the
Nasdaq National Market, which could have an adverse effect on the liquidity and
price of the Common Stock. See "Management - Executive Officers, Directors and
Key Employees."

The initial public offering price will be determined by negotiations among the
Company, the Selling Stockholders and the representatives of the Underwriters.
See "Underwriting" for a discussion of the factors to be considered in
determining the initial public offering price. The trading price of the Common
Stock could be subject to significant fluctuations in response to variations in
quarterly operating results, changes in market conditions affecting the markets
served by the Company, changes in earnings estimates by analysts or reported
results that vary materially from such estimates, and other events or factors.
In addition, the stock market in the past has experienced significant price and
value fluctuations often unrelated to companies' operating performance. The
volatility of the stock market could adversely affect the market price of the
Common Stock and the ability of the Company to raise equity in the public
markets.

ANTI-TAKEOVER EFFECTS OF CERTIFICATE OF INCORPORATION, BYLAWS AND DELAWARE LAW

Certain provisions of the Company's Bylaws impose procedures and limitations
applicable to stockholders' meetings, the proposal of business and the
nomination of directors that could have the effect of making it more difficult
for a third party to acquire, or discouraging a third party from attempting to
acquire control of the Company. In addition, directors of the Company are
divided into three classes and are elected to serve staggered three-year terms
and can be removed only for cause. Such provisions may limit the price that
certain investors may be willing to pay in the future for shares of the Common
Stock. These provisions may also reduce the likelihood of an acquisition of the
Company at a premium price by another person or entity. In addition, under the
Company's Certificate of Incorporation, the Board of Directors has the authority
to issue up to 10,000,000 shares of preferred stock and to fix the rights and
preferences, including voting rights, of the preferred stock without further
action of the stockholders. Therefore, preferred stock could be issued, without
stockholder approval, that could have voting, liquidation and dividend rights
superior to that of existing stockholders. The issuance of preferred stock could
adversely affect the voting power of holders of Common Stock and the likelihood
that such holders would receive dividend payments and payments on liquidation,
and could have the effect of delaying, deferring or preventing a change in
control of the Company.

The Company is subject to the anti-takeover provisions of Section 203 of the
Delaware General Corporation Law which prohibit the Company from engaging in a
"business combination" with an "interested stockholder" for a period of three
years after the date of the transaction in which the person became an interested
stockholder, unless the business combination is approved in a prescribed manner.
The application of Section 203 could also have the effect of delaying or
preventing a change in control of the Company. See "Management - Executive
Officers, Directors and Key Employees" and "Description of Capital Stock."

The Company's Restated Certificate of Incorporation, provides that for a period
of seven years after the Offering stockholders may cumulate votes in elections
of directors. In an election of directors, each stockholder will be entitled to
cast a number of votes equal to the number of directors to be elected multiplied
by the number of votes to which such stockholder's shares are normally entitled.
A stockholder that gives proper notice of its intention to cumulate votes may
cast all the votes to which it is entitled for one candidate, or it may
distribute such votes among any or all of the candidates as it sees fit.

These provisions may have the effect of delaying or preventing a change of
control of the Company. See "Description of Capital Stock - Certain Provisions
of Delaware Law and the Company's Restated Certificate of Incorporation and
Bylaws."

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STOCKHOLDER VOTES

OPERATING SUBSIDIARY VOTES BY WRITTEN CONSENT

The votes of the Operating Subsidiary stockholders will be obtained pursuant to
meetings or written consents at times to be determined by the boards of
directors of each of the Operating Subsidiaries. The votes of the Operating
Subsidiary stockholders are referred to herein collectively as the "Operating
Subsidiary Votes" and individually as the "Wisconsin Label Vote," the "St. Louis
Litho Vote," the "CalOptical Vote" and the "Blake Printing Vote," respectively.

PURPOSE

The purpose of the Operating Subsidiary Votes is to approve and adopt the
Acquisition Agreements.

RECORD DATES AND OUTSTANDING SHARES

WISCONSIN LABEL

If the Wisconsin Label Vote is taken at a meeting of shareholders, only
shareholders of record as of the Wisconsin Label Record Date are entitled to
participate in the Wisconsin Label Vote. If the Wisconsin Label Vote is taken by
written consent, shareholders of record of Wisconsin Label Common Stock as of
the date of the Wisconsin Label Vote are entitled to participate in the
Wisconsin Label Vote. As of the date of this Prospectus, there were 23
shareholders holding an aggregate of approximately 294,244 shares of Wisconsin
Label Common Stock. On a date to be determined by the board of directors of
Wisconsin Label, a consent solicitation meeting the requirements of Wisconsin
law will be mailed to all shareholders of record.

ST. LOUIS LITHO

Stockholders of record of St. Louis Litho Common Stock as of the date of the St.
Louis Litho Vote, are entitled to participate in the St. Louis Litho Vote. As of
the date of this Prospectus, there were six stockholders holding an aggregate of
approximately 105,263 shares of St. Louis Litho Common Stock. On a date to be
determined by the board of directors of St. Louis Litho, a consent solicitation
meeting the requirements of Delaware law will be mailed to all stockholders of
record.

CALOPTICAL

Stockholders of record of CalOptical Common Stock as of the date of the
CalOptical Vote, are entitled to participate in the CalOptical Vote. As of the
date of this Prospectus, there were five stockholders holding an aggregate of
approximately 42,500 shares of CalOptical Common Stock. On a date to be
determined by the board of directors of CalOptical, a consent solicitation
meeting the requirements of Delaware law will be mailed to all stockholders of
record.

BLAKE PRINTING

Shareholders of record of Blake Printing Common Stock as of the date of the
Blake Printing Vote, are entitled to participate in the Blake Printing Vote. As
of the date of this Prospectus, there were two shareholders holding an aggregate
of approximately 160 shares of Blake Printing Common Stock. On a date to be
determined by the board of directors of Blake Printing, a consent solicitation
meeting the requirements of California law will be mailed to all shareholders of
record.

VOTES REQUIRED

WISCONSIN LABEL

Pursuant to the WBCL and the Wisconsin Label Articles of Incorporation, as
amended, the affirmative vote of the holders of a majority of the Wisconsin
Label Common Stock outstanding as of the Wisconsin Label Record Date or the date
of the Wisconsin Label Vote, as applicable, is required to approve and adopt the
Wisconsin Label Acquisition Agreement. Each shareholder of record of Wisconsin
Label Common Stock on the Wisconsin Label Record Date or as of the date of the
Wisconsin Label Vote, as applicable, will be entitled to cast one vote per share
in the Wisconsin Label Vote.

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ST. LOUIS LITHO

Pursuant to the DGCL and the St. Louis Litho Certificate of Incorporation, the
affirmative vote of the holders of a majority of the St. Louis Litho Common
Stock outstanding as of the St. Louis Litho Vote is required to approve and
adopt the St. Louis Litho Acquisition Agreement. Each stockholder of record of
St. Louis Litho Common Stock will be entitled to cast one vote per share in the
St. Louis Litho Vote.

CALOPTICAL

Pursuant to the DGCL and the CalOptical Certificate of Incorporation, as
amended, the affirmative vote of the holders of a majority of the CalOptical
Common Stock outstanding as of the CalOptical Vote is required to approve and
adopt the CalOptical Acquisition Agreement. Each stockholder of record of
CalOptical Common Stock will be entitled to cast one vote per share in the
CalOptical Vote.

BLAKE PRINTING

Pursuant to the CGCL and the Blake Printing Restated Articles of Incorporation,
as amended, the affirmative vote of the holders of a majority of the Blake
Printing Common Stock outstanding as of the Blake Printing Vote is required to
approve and adopt the Blake Printing Acquisition Agreement. Each shareholder of
record of Blake Printing Common Stock will be entitled to cast one vote per
share in the Blake Printing Vote.

STOCKHOLDER VOTES - RECORD DATES AND VOTES REQUIRED

The shareholders of Wisconsin Label will approve or disapprove the Wisconsin
Label Acquisition either by (i) voting at a meeting of shareholders to be held
on , 1997 or (ii) acting by written consent as soon as practicable
after the date of effectiveness of this Registration Statement. The stockholders
of each of the other Operating Subsidiaries will act to approve or disapprove
the relevant Acquisition by written consent as soon as practicable after the
date of effectiveness of this Registration Statement.

DISSENTERS' RIGHTS AND APPRAISAL RIGHTS

WISCONSIN LABEL

Pursuant to Wisconsin law, and as described in greater detail in the consent
solicitation to be mailed to the Wisconsin Label shareholders and in the
Prospectus, holders of Wisconsin Label Common Stock will be entitled to
dissenters' rights in connection with the Wisconsin Label Acquisition. A holder
of Wisconsin Label Common Stock who desires to pursue dissenters' rights must
(i) file a written objection to the Wisconsin Label Acquisition Agreement with
Wisconsin Label before the taking of the shareholders' vote on the Wisconsin
Label Acquisition Agreement at a meeting of the Wisconsin Label shareholders,
(ii) refrain from voting in favor of the Wisconsin Label Acquisition Agreement,
(iii) make written demand from Wisconsin Label or the Company for payment for
such holder's shares and (iv) deposit such holder's shares at the place and time
indicated in the dissenters' notice delivered to such holder by Wisconsin Label,
all in accordance with the WBCL. Such dissenters' rights are not conditioned on
voting against the Wisconsin Label Acquisition Agreement.

ST. LOUIS LITHO AND CALOPTICAL

Pursuant to Delaware law, and as described in greater detail in the consent
solicitations to be delivered to the St. Louis Litho and CalOptical stockholders
and in the Prospectus, holders of St. Louis Litho and CalOptical Common Stock
will be entitled to appraisal rights in connection with the St. Louis Litho
Acquisition or the CalOptical Acquisition, as applicable. A holder of St. Louis
Litho or CalOptical Common Stock who desires to pursue appraisal rights must (i)
file a written demand for appraisal of such holder's shares with St. Louis Litho
or CalOptical before the taking of the stockholders' vote on the St. Louis Litho
Acquisition Agreement or the CalOptical Acquisition Agreement, as applicable and
(ii) refrain from voting in favor of the St. Louis Litho Acquisition Agreement
or the CalOptical Acquisition Agreement, as applicable, all in accordance with
the DGCL. Such appraisal rights are not conditioned on voting against the St.
Louis Litho Acquisition Agreement or the CalOptical Acquisition Agreement, as
applicable.

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BLAKE PRINTING

Pursuant to California law, and as described in greater detail in the consent
solicitation to be delivered to the Blake Printing stockholders and in the
Prospectus, holders of Blake Printing Common Stock will be entitled to
dissenters' rights in connection with the Blake Printing Acquisition. A holder
of Blake Printing Common Stock who desires to pursue dissenters' rights must (i)
demand in writing that Blake Printing purchase such holder's shares at their
fair market value before the taking of the shareholders' vote on the Blake
Printing Acquisition Agreement, (ii) refrain from voting in favor of the Blake
Printing Acquisition Agreement and (iii) submit such holder's shares to Blake
Printing or the Company for endorsement, all in accordance with the CGCL. Such
dissenters' rights are not conditioned on voting against the Blake Printing
Acquisition Agreement.

WISCONSIN LABEL BOARD APPROVAL

The board of directors of Wisconsin Label (the "Wisconsin Label Board") approved
the acquisition of Wisconsin Label by the Company pursuant to a unanimous
written consent dated July 10, 1997. The Wisconsin Label Board did not obtain a
fairness opinion with respect to the financial terms of the Acquisition. In
determining whether the transaction is in the best interest of the shareholders
of Wisconsin Label, the Wisconsin Label Board analyzed a number of factors,
including that the consummation of the Acquisitions and the Offering will
provide the Wisconsin Label shareholders with a significant source of liquidity.
Additionally, the Wisconsin Label Board has determined that after completion of
the Acquisitions, the Company will have the potential to realize long-term
improved operating and financial results and a stronger competitive position.

ST. LOUIS LITHO BOARD APPROVAL

The board of directors of St. Louis Litho (the "St. Louis Litho Board") approved
the acquisition of St. Louis Litho by the Company at a meeting of the St. Louis
Litho Board held on July 8, 1997. The St. Louis Litho Board has not obtained a
fairness opinion with respect to the financial terms of the Acquisition of St.
Louis Litho by the Company. In determining whether the transaction is in the
best interest of the stockholders of St. Louis Litho, the St. Louis Litho Board
analyzed a number of factors. For example, the consummation of the Acquisitions
and the Offering will provide the St. Louis Litho stockholders with a
significant source of liquidity. Additionally, the St. Louis Litho Board has
determined that after completion of the Acquisitions, the Company will have the
potential to realize long-term improved operating and financial results and a
stronger competitive position.

CALOPTICAL BOARD APPROVAL

The board of directors of CalOptical (the "CalOptical Board") approved the
acquisition of CalOptical by the Company at a meeting of the CalOptical Board
held on July 8, 1997. The CalOptical Board has not obtained a fairness opinion
with respect to the financial terms of the acquisition of CalOptical by the
Company. In determining whether the transaction is in the best interest of the
stockholders of CalOptical, the CalOptical Board analyzed a number of factors.
For example, the consummation of the Acquisitions and the Offering will provide
the CalOptical stockholders with a significant source of liquidity.
Additionally, the CalOptical Board has determined that after completion of the
Acquisitions, the Company will have the potential to realize long-term improved
operating and financial results and a stronger competitive position.

BLAKE PRINTING BOARD APPROVAL

The board of directors of Blake Printing (the "Blake Printing Board") approved
the acquisition of Blake Printing by the Company pursuant to a unanimous written
consent dated July 17, 1997. The Blake Printing Board has not obtained a
fairness opinion with respect to the financial terms of the acquisition of Blake
Printing by the Company. In determining whether the transaction is in the best
interest of the shareholders of Blake Printing, the Blake Printing Board
analyzed a number of factors. For example, the consummation of the Acquisitions
and the Offering will provide the Blake Printing shareholders with a significant
source of liquidity. Additionally, the Blake Printing Board has determined that
after completion of the Acquisitions, the Company will have the potential to
realize long-term improved operating and financial results and a stronger
competitive position.

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ADDITIONAL FACTORS CONSIDERED BY THE BOARD OF DIRECTORS OF EACH OPERATING
SUBSIDIARY

Additional factors considered by the boards of directors of the Operating
Subsidiaries in conjunction with their respective approvals of the Acquisitions
included:

- The Company's ability to pursue strategic acquisitions. The Company
intends to supplement internal growth through aggressive pursuit of
acquisitions. The combined experience and financial resources of the
Company will enable it to pursue acquisition targets that might otherwise
be unavailable to the individual Operating Subsidiaries.

- The creation of a single source for value-added packaging and labels. The
Company intends to offer its customers a single source for their
value-added packaging and label requirements. The cross-selling potential
of each of the Operating Subsidiaries, as well as of operations that may
be acquired in the future, will allow the Company to offer a more
comprehensive range of products and services that could not previously
offered by the individual Operating Subsidiaries.

- The Company's ability to increase operating efficiencies. The Company will
have substantial opportunities to increase operating efficiency and
achieve certain synergies among the Company's constituent businesses.

BACKGROUND TO THE ACQUISITIONS

FirstPak was formed in February 1996 as a holding company for the purpose of
acquiring and operating leading packaging companies. From March through July of
1996, the executives of FirstPak made contact with various packaging companies
concerning the potential for a strategic alliance. In August 1996, executives of
FirstPak met with executives of Wisconsin Label to discuss the possibility of
Wisconsin Label's participation in a combination. In September 1996, executives
of FirstPak met with executives of Blake Printing, again to discuss issues
related to a potential combination. During this period, FirstPak also was in
frequent contact with CalOptical and St. Louis Litho because an entity
affiliated with FirstPak is a significant shareholder in both companies.

During the period between October 1996 and February 1997, management
representatives of FirstPak met with representatives of each of the Operating
Subsidiaries on several occasions to review and discuss their respective
businesses and possible synergies between them. In February 1997,
representatives of the Company and each of the Operating Subsidiaries met and
conducted joint discussions and presentations concerning a potential
consolidation. In April 1997, the Operating Subsidiaries and the Company met to
conduct preliminary due diligence.

Between April and July of 1997, legal representatives of the Company and each of
the Operating Subsidiaries conducted in-depth due diligence and negotiated the
definitive agreements pertaining to the Acquisitions. During July, the boards of
directors of the Company and each of the Operating Subsidiaries considered and
approved the Acquisition Agreements and the consummation of the Acquisitions.
The Acquisition Agreements were executed on July 17, 1997.

RECOMMENDATIONS OF BOARDS OF DIRECTORS OF EACH OF THE OPERATING SUBSIDIARIES

THE BOARDS OF EACH OF THE OPERATING SUBSIDIARIES HAVE APPROVED THE ACQUISITION
AGREEMENTS AND THE TRANSACTIONS CONTEMPLATED THEREBY AND HAVE DETERMINED THAT
THE ACQUISITIONS ARE FAIR TO, AND IN THE BEST INTERESTS OF, EACH OF THE
OPERATING SUBSIDIARIES AND THEIR STOCKHOLDERS. AFTER CAREFUL CONSIDERATION, THE
BOARDS OF EACH OF THE OPERATING SUBSIDIARIES RECOMMEND VOTES IN FAVOR OF
APPROVAL AND ADOPTION OF THE ACQUISITION AGREEMENTS AND APPROVAL OF THE
ACQUISITIONS.

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TERMS OF THE ACQUISITIONS

FORMATION OF FIRSTPAK, INC.

FirstPak, Inc. was incorporated in California in February 1996 and will be
reincorporated in Delaware prior to consummation of the Offering. FirstPak, Inc.
was founded by certain individuals associated with Menke Titolo as a holding
company to acquire businesses in the packaging industry. Subsequent to the
Acquisitions and the Offering, individuals and entities associated with Menke
Titolo will directly own in the aggregate approximately 10.0% of the outstanding
shares of Common Stock of the Company. See "Certain Relationships and Related
Party Transactions - Organization of FirstPak, Inc."

The Company maintains its principal executive offices at 114 Sansome Street,
Suite 1000, San Francisco, California 94104. The telephone number of its
principal executive offices is (415) 362-9800.

EFFECTIVE TIME

The Acquisitions will be effective pursuant to the terms of Acquisition
Agreements. The material terms of the Acquisition Agreements are set forth
below.

The Acquisitions will become effective upon the filing and effectiveness of
Articles or Certificates of Merger with the respective state authorities of the
states of incorporation of the Operating Subsidiaries and the Merger Subs or at
such later time as may be agreed in writing by the Company, the Merger Subs and
the Operating Subsidiaries as specified in the Articles or Certificates of
Merger. The Effective Time of the Acquisitions will occur simultaneously with
the Closing of the Offering.

MANNER AND BASIS OF CONVERTING SHARES

At the Effective Time of the Acquisitions and depending on the Operating
Subsidiary at issue, either a Merger Sub will merge with and into the respective
Operating Subsidiary and, as a result, the Company will directly own all of the
common stock of such Operating Subsidiary ("Operating Subsidiary Common Stock")
or the respective Operating Subsidiary will merge with and into a Merger Sub,
the corporate existence of the Operating Subsidiary will terminate and the
Merger Sub own all of the assets and liabilities of such Operating Subsidiary.
As a result of the Acquisitions, all equity interests in each of the Operating
Subsidiaries' Common Stock, other than shares as to which appraisal or
dissenters' rights have been exercised and shares held in the treasury of the
Operating Subsidiaries or owned by any wholly-owned subsidiary of the Operating
Subsidiaries, will be converted into the right to receive shares of Common Stock
or options to purchase Common Stock as follows:

All equity interests in Wisconsin Label capital stock will be converted
into (a) that number of shares of Common Stock and options to purchase
Common Stock of the Company equal to 49.6% (subject to certain
adjustments; see "Certain Relationships and Related Party Transactions")
multiplied by the sum of (i) all shares of Common Stock of the Company
outstanding prior to the Acquisitions, (ii) the total number of shares
of Common Stock to be issued to all of the Sellers pursuant to the
Acquisitions and (iii) the total number of shares of Common Stock to be
issued pursuant to stock options to be granted to the Sellers pursuant
to the Acquisitions (exclusive of options granted under the 1997 Stock
Plan) and Operating Subsidiaries' options to be assumed by the Company
and (b) 220,000 shares of Series A Preferred Stock.

All equity interests in St. Louis Litho capital stock will be converted
into that number of shares of Common Stock and options to purchase
Common Stock of the Company equal to 14.69% multiplied by the sum of (a)
all shares of Common Stock of the Company outstanding prior to the
Acquisitions, (b) the total number of shares of Common Stock to be
issued to all of the Sellers pursuant to the Acquisitions and (c) the
total number of shares of Common Stock to be issued pursuant to stock
options to be granted to the Sellers pursuant to the Acquisitions
(exclusive of options granted under the 1997 Stock Plan) and Operating
Subsidiaries' options to be assumed by the Company.

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number of shares of Common Stock to be issued to all of the Sellers
pursuant to the Acquisitions and (iii) the total number of shares of
Common Stock to be issued pursuant to stock options to be granted to the
Sellers pursuant to the Acquisitions (exclusive of options granted under
the 1997 Stock Plan) and Operating Subsidiaries' options to be assumed
by the Company.

The respective purchase prices for the Operating Subsidiaries were determined
based on negotiations among FirstPak, Inc. and the Operating Subsidiaries. The
factors considered by the parties in determining the purchase prices included,
among other things, cash flows, historical operating results, growth rates,
levels of indebtedness and estimated business prospects of the Operating
Subsidiaries. The agreements relating to the Acquisitions provide for a portion
of the shares of Common Stock to be issued to the Sellers to be held in escrow
after the consummation of the Acquisitions to satisfy potential obligations of
the Sellers in connection with the Acquisitions.

At or promptly after the Effective Time, the Company, acting through the
Exchange Agent, will deliver to each Operating Subsidiary stockholder of record
a letter of transmittal with instructions to be used by such stockholder in
surrendering certificates which, prior to the Acquisitions, represented shares
of Operating Subsidiary Common Stock. CERTIFICATES SHOULD NOT BE SURRENDERED BY
THE HOLDERS OF OPERATING SUBSIDIARY COMMON STOCK UNTIL SUCH HOLDERS RECEIVE THE
LETTER OF TRANSMITTAL FROM THE EXCHANGE AGENT.

STOCK OWNERSHIP FOLLOWING THE ACQUISITIONS

Based upon the capitalization of the Operating Subsidiaries as of the close of
business on the date of this Prospectus (including the number of shares of
Operating Subsidiary Common Stock outstanding and the number of shares issuable
upon exercise of outstanding options or rights to purchase Operating Subsidiary
Common Stock), and assuming that no holder of Operating Subsidiary Common Stock
exercises appraisal rights, an aggregate of approximately 6,072,012 shares of
Common Stock will be issued to Operating Subsidiary stockholders in the
Acquisitions and the Company will grant (exclusive of options to be granted
under the 1997 Stock Plan) or assume options for up to approximately 909,193
additional shares of Company Common Stock. Based upon the number of shares of
Common Stock issued and outstanding as of the date of this Prospectus and after
giving effect to the issuance of Common Stock as described in the previous
sentence, the former holders of Operating Subsidiary Common Stock would hold,
and have voting power with respect to, approximately 85% of the Company's total
issued and outstanding shares, and holders of former Operating Subsidiary
options or rights to purchase Operating Subsidiary Common Stock would hold
options exercisable for approximately 11.2% of total issued and outstanding
shares (assuming the exercise of only such options). The foregoing numbers of
shares and percentages are subject to change in the event that the
capitalization of either the Company or the respective Operating Subsidiaries
changes subsequent to the date of this Prospectus and prior to the Effective
Time, and there can be no assurance as to the effect of the Offering upon the
capitalization of the Company at the Effective Time or of the Company at any
time following the Effective Time.

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Wisconsin Label shareholders will be adjusted according to a formula that is
based on the initial public offering price. In accordance with the Wisconsin
Label merger agreement, and based upon such formula, the Wisconsin Label
shareholders may receive up to 248,448 additional shares of Common Stock or up
to 103,114 fewer shares of Common Stock, depending upon the initial public
offering price. To the extent the Wisconsin Label shareholders receive such
number of additional or fewer shares of Common Stock, the initial founders of
the Company will retain a correspondingly smaller or larger number of shares of
Common Stock. Assuming an initial public offering price range of $13 to $15 per
share, the initial founders' ownership interest may be adjusted down to a
minimum of 7.8% or up to a maximum of 10.9% of the outstanding Common Stock upon
the consummation of the Offering, in which case the Wisconsin Label shareholders
would own approximately 33.7% or 30.5%, respectively, of the outstanding Common
Stock upon the consummation of the Offering.

CONDUCT OF COMPANY FOLLOWING THE ACQUISITIONS

Once the Acquisitions are consummated, each of the Merger Subs will cease to
exist as corporations, and all of the business, assets, liabilities and
obligations of each Merger Sub will be merged into the respective Operating
Subsidiary with such Operating Subsidiaries remaining as the surviving
corporations (each, a "Surviving Corporation" and collectively, the "Surviving
Corporations"). Following the Acquisitions, the headquarters of the Company will
be in San Francisco, California.

Pursuant to the Acquisition Agreements, the Certificate of Incorporation of each
Merger Sub in effect immediately prior to the Effective Time will become the
Certificate of Incorporation of the Surviving Corporation into which it is
merged and the Bylaws of each Merger Sub will become the Bylaws of the Surviving
Corporation into which it is merged. The Board of Directors of the Surviving
Corporations will consist of the directors who are serving as directors of the
respective Merger Subs immediately prior to the Effective Time. The officers of
the respective Merger Subs immediately prior to the Effective Time will remain
as officers of the Surviving Corporations, until their successors are duly
elected or appointed or qualified.

CONDUCT OF THE OPERATING SUBSIDIARIES' BUSINESS PRIOR TO THE ACQUISITIONS

Pursuant to the Acquisition Agreements, the Operating Subsidiaries have agreed
that during the period from the date of the Acquisition Agreements and
continuing until the earlier of the termination of the Acquisition Agreements
pursuant to their respective terms or the Effective Time, except as set forth in
certain disclosure schedules or to the extent that the Company shall otherwise
consent in writing, to carry on their businesses diligently and in accordance
with good commercial practice and to carry on their business in the usual,
regular and ordinary course, in substantially the same manner as heretofore
conducted, to pay their debts and taxes when due subject to good faith disputes
over such debts or taxes, to pay or perform other material obligations when due,
and use their commercially reasonable efforts consistent with past practices and
policies to preserve intact their present business organization, keep available
the services of their present officers and employees and preserve their
relationships with customers, suppliers, distributors, licensors, licensees, and
others with which they have business dealings. In addition, except as set forth
in certain disclosure schedules to the Acquisition Agreements, without the prior
written consent of the Company, each of the Operating Subsidiaries has agreed
that it will neither do any of the following nor permit its subsidiaries to do
any of the following:

(a) enter into any material commitment or transaction not in the ordinary
course of business;

(b) transfer to any person or entity any intellectual property it currently
holds;

(c) enter into or amend any employment agreements or agreements pursuant to
which any other party is granted marketing, distribution or similar rights of
any type or scope with respect to any products of the Operating Subsidiaries;

(d) amend or otherwise modify (or agree to do so), except in the ordinary
course of business, or violate the terms of, any of the agreements set forth or
described in the disclosure schedules of the Operating Subsidiaries;

(e) commence any material litigation;

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(f) declare, set aside or pay any dividends on or make any other
distributions (whether in cash, stock or property) in respect of any of its
capital stock, or split, combine or reclassify any of its capital stock or issue
or authorize the issuance of any other securities in respect of, in lieu of or
in substitution for shares of capital stock of the Operating Subsidiaries, or
repurchase, redeem or otherwise acquire, directly or indirectly, any shares of
its capital stock (or options, warrants or other rights exercisable therefor);

(g) except for the issuance of shares of capital stock of the Operating
Subsidiaries upon exercise or conversion of presently outstanding options or
warrants, issue, grant, deliver or sell or authorize or propose the issuance,
grant, delivery or sale of, or purchase or propose the purchase of, any shares
of its capital stock or securities convertible into, or subscriptions, rights,
warrants or options to acquire, or other agreements or commitments of any
character obligating it to issue any such shares or other convertible
securities;

(h) cause or permit any amendments to their respective Certificates of
Incorporation or Bylaws;

(i) acquire or agree to acquire by merging or consolidating with, or by
purchasing any assets or equity securities of, or by any other manner, any
business or any corporation, partnership, association or other business
organization or division thereof, or otherwise acquire or agree to acquire any
assets in an amount in excess of $75,000 in the case of a single transaction or
in excess of $150,000 in the aggregate;

(j) sell, lease, license or otherwise dispose of any of its properties or
assets, except in the ordinary course of business;

(k) incur any indebtedness for borrowed money, other than borrowings under
the applicable Operating Subsidiaries' existing credit facilities (or a renewal
of such credit facilities on substantially similar terms) to fund working
capital requirements in the ordinary course of business, or guarantee any such
indebtedness or issue or sell any debt securities of the Operating Subsidiaries
or guarantee any debt securities of others;

(l) grant any severance or termination pay (i) to any director or officer
or (ii) to any other employee except payments made pursuant to standard written
agreements outstanding on the date hereof;

(m) adopt or amend any employee benefit plan, or enter into any employment
contract, extend employment offers, pay or agree to pay any special bonus or
special remuneration to any director or employee, or increase the salaries or
wage rates of its employees, except as consistent with the ordinary course of
the Operating Subsidiaries consistent with past practice (provided that the
price per share of any equity participation in the Operating Subsidiaries shall
be agreed in advance by the Company);

(n) revalue any of its assets, including without limitation writing down the
value of inventory or writing off notes or accounts receivable other than in the
ordinary course of business;

(o) make or change any material election in respect of taxes, adopt or
change any accounting method in respect of taxes, enter into any closing
agreement, settle any claim or assessment in respect of taxes, or consent to any
extension or waiver of the limitation period applicable to any claim or
assessment in respect of Taxes; or

(p) take, or agree in writing or otherwise to take, any of the actions
described in (a) through (o) above, or any other action that would prevent the
Operating Subsidiaries from performing or cause the Operating Subsidiaries not
to perform its covenants hereunder.

NO SOLICITATION

Under the terms of the Acquisition Agreements, until the earlier of the
Effective Time or termination of the Acquisition Agreements pursuant to their
terms, the Operating Subsidiaries have agreed that they will not, and will
instruct their respective directors, officers, representatives, agents and
affiliates not to, directly or indirectly take any of the following actions with
any party other than the Company and its designees: (a) solicit, conduct
discussions with or engage in negotiations with any person, relating to the
possible acquisition of any Operating Subsidiary (whether by way of merger,
purchase of capital stock, purchase of assets or otherwise) or any material
portion of its or their capital stock or assets, (b) provide information with
respect to it to any person, other than the Company, relating to the possible
acquisition of the Operating Subsidiaries or any of its subsidiaries (whether by
way of merger, purchase of capital stock, purchase of assets or otherwise) or
any material portion of its or their capital stock or assets, (c) enter into an
agreement with any person, other than the Company, providing for the acquisition
of any Operating Subsidiary (whether by way of merger, purchase of capital
stock, purchase of

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assets or otherwise) or any material portion of its or their capital stock or
assets or (d) make or authorize any statement, recommendation or solicitation in
support of any possible acquisition of the Company or any material portion of
its or their capital stock or assets by any person, other than by the Company.

In addition to the foregoing, if any Operating Subsidiary receives prior to the
Effective Time or the termination of the Acquisition Agreement any offer or
proposal relating to any of the above, the recipient Operating Subsidiary shall
promptly notify the Company thereof, including information as to the identity of
the offeror or the party making any such offer or proposal and the specific
terms of such offer or proposal, as the case may be, and such other information
related thereto as the Company may reasonably request.

EXPENSES

All fees and expenses incurred in connection with the Acquisition Agreements and
the transactions contemplated thereby will be paid by the party incurring such
expenses, whether or not the Acquisitions are consummated.

CONDITIONS TO THE ACQUISITIONS

The respective obligations of each party to the Acquisition Agreements to effect
the Acquisitions shall be subject to the satisfaction at or prior to the
Effective Time of the following conditions: (a) the Acquisition Agreements shall
have been approved and adopted by the requisite vote under applicable law by the
stockholders of each Operating Subsidiary, (b) the SEC shall have declared the
Registration Statement of which this Prospectus is a part and the Registration
Statement relating to the Offering effective and no stop order suspending the
effectiveness of either such Registration Statement shall have been issued, (c)
the closing of the Acquisitions will occur simultaneously with the closing of
the Offering, (d) no court, administrative agency or commission or other
governmental authority or instrumentality shall have enacted, issued,
promulgated, enforced or entered any statute, rule, regulation, executive order,
decree, injunction or other order (whether temporary, preliminary or permanent)
which is in effect and which has the effect of making the Acquisitions or the
Offering illegal or otherwise prohibiting consummation of the Acquisitions or
the Offering, (e) the Company and the Operating Subsidiaries shall each have
received a written opinion from counsel to FirstPak, Inc., to the effect that
the Acquisitions will constitute a reorganization within the meaning of Section
368(a) of the Code or that the exchange of Operating Subsidiary Common Stock for
Common Stock (and in the case of Wisconsin Label shareholders Series A Preferred
Stock under the law in effect at the date of the signing of the Acquisition
Agreement and without regard to certain pending regulations potentially
affecting the tax treatment of such Series A Preferred Stock, see "Certain
Federal Income Tax Considerations - Receipt of Series A Preferred Stock.") will
qualify as an exchange under Section 351(a) of the Code, (f) the Common Stock
shall have been approved for listing on Nasdaq National Market, the New York
Stock Exchange or the American Stock Exchange.

In addition, the obligations of each Operating Subsidiary to consummate and
effect the Acquisitions is subject to the satisfaction at or prior to the
Effective Time of certain conditions, any of which may be waived, in writing,
exclusively by the Operating Subsidiaries, including: (a) the representations
and warranties of the Company and the pertinent Merger Sub contained in the
Acquisition Agreements shall be true and correct in all material respects on and
as of the Effective Time, except for changes contemplated by the Acquisition
Agreement and except for those representations and warranties which address
matters only as of a particular date (which shall remain true and correct as of
such particular date), with the same force and effect as if made on and as of
the Effective Time, and the Operating Subsidiaries shall have received a
certificate to such effect signed on behalf of the Company by a duly authorized
officer of the Company; (b) the Company and the pertinent Merger Sub shall have
performed or complied in all material respects with all agreements and covenants
required by the Acquisition Agreements to be performed or complied with by them
on or prior to the Effective Time, and each Operating Subsidiary shall have
received a certificate to such effect signed on behalf of the Company by a duly
authorized officer of the Company; (c) the Operating Subsidiaries shall have
received a legal opinion from counsel to the FirstPak, Inc., in form and
substance reasonably satisfactory to each Operating Subsidiary; (d) the Company
shall have executed and delivered employment agreements to certain persons
listed in the exhibits to the Acquisition Agreements; (e) the Company shall have
executed and delivered to the Operating Subsidiaries an escrow agreement, the
form of which is attached as an exhibit to the Acquisition Agreements; (f) the
Company shall have appointed a committee to determine the appropriate price and
number of shares of the Common Stock to be sold in the Offering (the "Pricing
Committee"); (g) the Restated Certificate of Incorporation of the Company

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shall be in effect. Additionally, the obligations of Wisconsin Label are subject
to execution and delivery of the Stockholders' Agreement and (h) the initial
public offering price per share of Common Stock sold in the Offering shall be
greater than $13.00 and the Offering shall result in gross proceeds of not less
than $ .

Further, the obligations of the Company and the Merger Subs to consummate and
effect the Acquisitions shall be subject to the satisfaction at or prior to the
Effective Time of each of the following conditions, any of which may be waived,
in writing, exclusively by the Company: (a) the representations and warranties
of each Operating Subsidiary contained in the Acquisition Agreements shall be
true and correct in all material respects on and as of the Effective Time,
except for changes contemplated by the Acquisition Agreement and except for
those representations and warranties which address matters only as of a
particular date (which shall remain true and correct as of such particular
date), with the same force and effect as if made on and as of the Effective
Time, and the Company shall have received a certificate signed on behalf of each
Operating Subsidiary by a duly authorized officer of such Operating Subsidiary;
(b) each Operating Subsidiary shall have performed or complied in all material
respects with all agreements and covenants required by the Acquisition Agreement
to be performed or complied with by it on or prior to the Effective Time, and
the Company shall have received a certificate to such effect signed on behalf of
the Operating Subsidiary by a duly authorized officer of each Operating
Subsidiary; (c) the Company shall have received a legal opinion from counsel to
each Operating Subsidiary in form and substance reasonably satisfactory to the
Company; (d) holders of more than one percent of the outstanding shares of the
common stock of the Operating Subsidiaries shall not have exercised or have a
right to exercise appraisal or dissenters' rights; (e) certain Sellers shall
have entered into noncompetition agreements with the Company; and (f) each
Seller shall have entered into lock-up agreements with the Representatives.

TERMINATION OF THE AGREEMENTS

Each Acquisition Agreement provides that it may be terminated at any time prior
to the Effective Time:

(a) by mutual consent of the Company and each Operating Subsidiary;

(b) by the Company or each Operating Subsidiary if (i) the Closing has not
occurred by December 31, 1997 (provided that this right to terminate the
Acquisition Agreement shall not be available to any party whose willful failure
to fulfill any obligation hereunder has been the cause of, or resulted in, the
failure of the Effective Time to occur on or before such date); (ii) there shall
be a final nonappealable order of a federal or state court in effect preventing
consummation of the Acquisition, the Offering or any of the acquisitions of the
other Operating Subsidiaries; or (iii) there shall be any statute, rule,
regulation or order enacted, promulgated or issued or deemed applicable to the
Acquisition, the Offering or any of the mergers with the other Operating
Subsidiaries by any governmental entity that would make consummation of the
Acquisition, the Offering or any of the acquisitions of the other Operating
Subsidiaries illegal;

(c) by the Company or each Operating Subsidiary if there shall be any action
taken, or any statute, rule, regulation or order enacted, promulgated or issued
or deemed applicable to the Acquisitions, by any Governmental Entity, which
would: (i) prohibit the Company's ownership or operation of any portion of the
business of the Company or (ii) compel the Company and each Operating Subsidiary
to dispose of or hold separate, as a result of the Acquisitions, any portion of
the business or assets of the Company or each Operating Subsidiary;

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of such breach the closing conditions set forth in the Acquisition Agreement
would not then be satisfied; provided, however, that if such breach is curable
by the Company or the pertinent Merger Sub prior to the Closing Date through the
exercise of its reasonable best efforts, then for so long as the Company or the
pertinent Merger Sub continues to exercise such reasonable best efforts the
Operating Subsidiary may not terminate the Acquisition Agreement unless such
breach is not cured prior to the Closing Date (but no cure period shall be
required for a breach which by its nature cannot be cured).

AFFILIATE AND STOCKHOLDERS' AGREEMENTS

Each of the members of the Board of Directors of each of the Operating
Subsidiaries and certain officers of Operating Subsidiaries are expected to
enter into agreements restricting sales, dispositions and other transactions
which would reduce their risk of investment with respect to the shares of Common
Stock received by them in the Acquisitions so as to comply with the requirements
of applicable federal securities and tax laws.

In connection with the Acquisitions, certain stockholders of the Company will
enter into a stockholders agreement with the Company (the "Stockholders'
Agreement") pursuant to which such stockholders will vote for two nominees of
the former shareholders of Wisconsin Label (the "Wisconsin Label Nominees") who
will be nominated to the Board of Directors of the Company at the first annual
meeting of stockholders. In addition, the Stockholders' Agreement provides that
one of the Wisconsin Label Nominees will resign from the Board of Directors on
or after August 1, 1998 upon the approval and appointment by the Board of
Directors of an additional independent director. See "Management - Executive
Officers, Directors and Key Employees." In addition, the Company's Restated
Certificate of Incorporation provides that in the event that Terrence Fulwiler
or either of the Wisconsin Label Nominees leaves the Board prior to the date
that is three years from the consummation of the Offering in the case of
Terrence Fulwiler and prior to the date that is four years from the consummation
of the Offering in the case of either of the Wisconsin Label Nominees, as a
result of death, resignation, disqualification, removal or certain other causes,
the Board will appoint a nominee of the former Wisconsin Label shareholders to
serve out the term of the departing board member.

INTERESTS OF CERTAIN PERSONS

See "Certain Relationships and Related Party Transactions."

THE ACQUISITIONS

Upon the Closing of the Offering, FirstPak, Inc. will have acquired in four
separate transactions all of the outstanding capital stock of each of the
Operating Subsidiaries for an aggregate of 6,072,012 shares of Common Stock of
FirstPak, Inc., 220,000 shares of Series A Preferred Stock and options to
purchase 909,193 shares of Common Stock at an average exercise price of $2.27
per share as follows: (i) the stockholders of Wisconsin Label will have received
3,495,911 shares of Common Stock (subject to certain adjustments; see "Certain
Relationships and Related Party Transactions"), 220,000 shares of Series A
Preferred Stock and options to purchase 515,577 shares of Common Stock at a
weighted average exercise price of $3.50 per share; (ii) the stockholders of St.
Louis Litho will have received 1,164,438 shares of Common Stock and options to
purchase 24,258 shares of Common Stock at a weighted average exercise price of
$0.11 per share; (iii) the stockholders of CalOptical will have received 714,467
shares of Common Stock and options to purchase 195,059 shares of Common Stock at
a weighted average exercise price of $0.30 per share; and (iv) the stockholders
of Blake Printing will have received 697,196 shares of Common Stock and options
to purchase 174,299 shares of Common Stock at a weighted average exercise price
of $1.14 per share.

THE OPERATING SUBSIDIARIES

WISCONSIN LABEL

Wisconsin Label was incorporated in Wisconsin in 1966. The operations of
Wisconsin Label are carried out through six operating entities - American
Creative Packaging (acquired in 1992), Label Graphix (formed in 1987), Victory
Graphics (acquired in 1992), Voxcom (acquired in 1995), Wisconsin Label
Corporation (founded in 1966) and Wisconsin Screen Graphics (formed in 1988). As
of March 31, 1997, approximately 32.0% of the capital stock of Wisconsin Label
was owned by Wisconsin Label's employee stock ownership plan. Subsequent to the
Acquisitions and the Offering, the employee stock ownership plan will own
approximately 10.0% of the

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outstanding shares of Common Stock of the Company. The Company will use
approximately $21.4 million of the net proceeds of this Offering to repay
indebtedness (including accrued interest) of Wisconsin Label incurred prior to
the Acquisitions. See "Use of Proceeds."

ST. LOUIS LITHO

St. Louis Litho was originally incorporated in Missouri in 1921. St. Louis Litho
was acquired by Pet in 1969. In February 1995, Grand Metropolitan acquired Pet,
and the Company became an indirect wholly-owned subsidiary of Grand
Metropolitan. In May 1996, St. Louis Litho was acquired in a merger transaction
from Grand Metropolitan by certain of its officers and employees, Churchill ESOP
Capital Partners ("Churchill") and an investment partnership affiliated with
Menke Titolo for approximately $20.3 million in cash (the "Management Buy-out"
or "MBO"). In connection with the acquisition, St. Louis Litho incurred
approximately $18.1 million of indebtedness. The Company will use approximately
$17.1 million of the net proceeds of the Offering to repay all of the remaining
outstanding principal and accrued interest from the acquisition and other
indebtedness (including accrued interest) of St. Louis Litho incurred prior to
the Acquisitions. See "Use of Proceeds."

CALOPTICAL

California Optical Leather, Inc. ("COL"), the subsidiary of CalOptical, was
founded in 1935. CalOptical was incorporated in Delaware in July 1992 by certain
of CalOptical's current officers and employees and an investment partnership
affiliated with Menke Titolo for the purpose of acquiring the business of COL.
In connection with the acquisition of COL, CalOptical incurred approximately
$4.2 million of indebtedness. The Company will use approximately $2.2 million of
the net proceeds of the Offering to repay all of the remaining outstanding
principal and accrued interest from the acquisition and other indebtedness
(including accrued interest) of CalOptical incurred prior to the Acquisitions.
See "Use of Proceeds."

BLAKE PRINTING

Blake Printing was founded in 1949 and was incorporated in California in 1960.
Blake Printing conducts its operations through two divisions - Blake Printery
and Poor Richard's Press. The Company will use approximately $3.7 million of the
net proceeds of the Offering to repay indebtedness (including accrued interest
and certain prepayment fees) of Blake Printing incurred prior to the
Acquisitions. See "Use of Proceeds."

THE INITIAL PUBLIC OFFERING

Upon the Closing of the Acquisitions, the Company intends to undertake the
initial public offering of 4,230,283 shares of common stock of the Company, par
value $0.001 per share (the "Common Stock") to the public. Of the 4,230,283
shares of Common Stock, 3,928,571 will be sold by the Company and 301,712 will
be sold by the Selling Stockholders. See "Principal and Selling Stockholders."
Following the Offering, the Company's officers, directors, and 5% stockholders
will own approximately 38.1% of the outstanding shares of Common Stock. The
Company will not receive any of the proceeds from the sale of Common Stock by
the Selling Stockholders.

The net proceeds to the Company from the sale of the shares of Common Stock
offered by the Company in the Offering, after deducting estimated underwriting
discounts and other offering expenses, all of which are payable by the Company,
are estimated to be approximately $47,650,000 (approximately $55,900,000 if the
Underwriters' over-allotment option is exercised in full), assuming an initial
public offering price of $14 per share. The Company will not receive any of the
net proceeds from the sale of shares of Common Stock by the Selling Stockholders
in the Offering. The Company intends to use the net proceeds from the sale of
shares of Common Stock to be sold by it to repay substantially all of the
approximately $44.3 million (as of June 30, 1997) of indebtedness (including
accrued interest and certain prepayment fees) of the Operating Subsidiaries
incurred prior to the Acquisitions, (ii) pay approximately $800,000 of
transaction costs directly related to the Acquisitions, (iii) pay $600,000 of
credit facility fees and (iv) pay approximately $750,000 of other current
liabilities incurred by FirstPak since its formation. The balance of the
proceeds, approximately $1.6 million, will be used for working capital and other
corporate purposes. The $44.3 million of indebtedness to be repaid has a
weighted average interest rate of 8.75% and a weighted average maturity of 42
months.

CERTAIN FEDERAL INCOME TAX CONSIDERATIONS

The following discussion summarizes the material federal income tax
considerations relevant to the conversion of shares of common stock of the
Operating Subsidiaries into Common Stock (and in the case of the shareholders of

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Wisconsin Label, Series A Preferred Stock) of the Company pursuant to the
Acquisitions that are generally applicable to holders of common stock of the
Operating Subsidiaries. This discussion is based on currently existing
provisions of the Code, existing and proposed Treasury Regulations thereunder
and current administrative rulings and court decisions, all of which are subject
to change. Any such change, which may or may not be retroactive, could alter the
tax consequences to the Company or the Operating Subsidiary stockholders as
described herein.

Operating Subsidiary stockholders should be aware that this discussion does not
deal with all federal income tax considerations that may be relevant to
particular Operating Subsidiary stockholders in light of their particular
circumstances, such as stockholders who are dealers in securities, who are
subject to the alternative minimum tax provisions of the Code, who are foreign
persons, who do not hold their common stock of the Operating Subsidiary as
capital assets or who acquired their shares in connection with stock option or
stock purchase plans or in other compensatory transactions. In addition, the
following discussion does not address the tax consequences of the Acquisitions
under foreign, state or local tax laws, the tax consequences of transactions
effectuated prior or subsequent to, or concurrently with, the Acquisitions
(whether or not any such transactions are undertaken in connection with the
Acquisitions), including without limitation any transaction in which shares of
common stock of the Operating Subsidiary are acquired or shares of Common Stock
or Series A Preferred Stock of the Company are disposed of. Accordingly,
OPERATING SUBSIDIARY STOCKHOLDERS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS AS
TO THE SPECIFIC TAX CONSEQUENCES TO THEM OF THE ACQUISITIONS, INCLUDING THE
APPLICABLE FEDERAL, STATE, LOCAL AND FOREIGN TAX CONSEQUENCES.

GENERAL. As a condition to each Acquisition, the Company will receive an
opinion of counsel from Wilson Sonsini Goodrich & Rosati, Professional
Corporation, that each such Acquisition will be treated for Federal income tax
purposes as either a reorganization within the meaning of section 368(a) of the
Code or as a transaction described in section 351(a) of the Code. Based on such
opinion, and subject to the potential application of certain provisions of the
"Taxpayer Relief Act of 1997" (the "1997 Act") to the stockholders of Wisconsin
Label receiving Series A Preferred Stock discussed more fully below, the Federal
income tax consequences of the Acquisitions will be as follows:

(a) no gain or loss will be recognized by holders of common stock of the
Operating Subsidiary as a result of the conversion of their shares of common
stock of the Operating Subsidiary into shares of Common Stock of the Company in
the Acquisitions;

(b) the aggregate tax basis of the Common Stock of the Company received by
Operating Subsidiary stockholders in the Acquisitions will be the same as the
aggregate tax basis of the Operating Subsidiary Common Stock converted pursuant
to the Acquisitions;

(c) the holding period of the Common Stock of the Company received by each
Operating Subsidiary stockholder in the Acquisitions will include the period for
which the common stock of the Operating Subsidiary surrendered in exchange
therefor was considered to be held, provided that the Operating Subsidiary
common stock so surrendered is held as a capital asset at the time of the
Acquisitions;

(d) cash payments in lieu of fractional shares will be treated as if a
fractional share of Common Stock of the Company had been received in the
Acquisitions and then redeemed by the Company. An Operating Subsidiary
stockholder receiving such cash will generally recognize gain or loss upon such
payment equal to the difference (if any) between such stockholder's basis in the
fractional share and the amount of cash received; and

(e) neither the Company nor any Operating Subsidiary will recognize any gain
solely as a result of the Acquisitions.

The parties are not requesting a ruling from the Internal Revenue Service
("IRS") in connection with the Acquisitions. The opinion of counsel referred to
above will neither bind the IRS nor preclude the IRS from adopting a contrary
position. In addition, the opinion is subject to certain assumptions and
qualifications and will be based on the continuing truth and accuracy of certain
representations made by the Company, each Merger Sub and each Operating
Subsidiary, including representations made by the respective managements of the
Company, each Operating Subsidiary and certain shareholders of each Operating
Subsidiary.

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A successful IRS challenge to the tax-free status of any Acquisition would
result in such Operating Subsidiary stockholders recognizing taxable gain or
loss with respect to each share of such common stock of the Operating Subsidiary
surrendered equal to the difference between the stockholder's basis in such
share and the fair market value, as of the Effective Time, of the Common Stock
(and in the case of shareholders of Wisconsin Label, Series A Preferred Stock)
of the Company received in exchange therefor. In such event, a stockholder's
aggregate basis in the Common Stock (and in the case of shareholders of
Wisconsin Label, Series A Preferred Stock) of the Company so received would
equal its fair market value, and the stockholder's holding period for such stock
would begin the day after the Acquisitions.

TREATMENT OF SERIES A PREFERRED STOCK. In connection with the acquisition of
Wisconsin Label, the shareholders of Wisconsin Label will receive 220,000 shares
of Series A Preferred Stock of FirstPak, Inc. See "Description of Capital Stock
- - Preferred Stock." The tax treatment of the receipt and redemption, if it
occurs, of the Series A Preferred Stock is not entirely clear. Under the 1997
Act, certain kinds of redeemable preferred stock received in an otherwise
tax-free reorganization or Section 351 exchange will be treated as taxable
"boot." However, the Company intends to take the position that the Series A
Preferred Stock is not taxable currently to the recipients. In the event the
Series A Preferred Stock were determined to be taxable boot to the exchanging
Wisconsin Label shareholders each such shareholder would be required to
recognize any gain realized up to the value of the Series A Preferred Stock
received. In addition, such gain may be taxable as ordinary income depending on
the application of Section 356 of the Code.

The tax treatment of the redemption, if it occurs, of the Series A Preferred
Stock is also unclear, and may depend in part on the facts at the time of the
redemption. The redemption of the Series A Preferred Stock may be treated in
whole or in part as a dividend in the year of the redemption, depending on the
application of Section 302 of the Code. Alternatively, the Internal Revenue
Service may argue that the Series A Preferred Stock constitutes "Section 306
stock" and that its redemption results in the recognition of ordinary income,
rather than capital gain. THE OPINION OF COUNSEL REFERRED TO ABOVE DOES NOT
ADDRESS THE TAX CONSEQUENCES OF THE RECEIPT OR THE REDEMPTION OF THE SERIES A
PREFERRED STOCK UNDER THE PROPOSED LEGISLATION. WISCONSIN LABEL SHAREHOLDERS ARE
URGED TO CONSULT THEIR OWN TAX ADVISORS WITH RESPECT TO THE TAX CONSEQUENCES OF
THE RECEIPT AND THE REDEMPTION OF THE SERIES A PREFERRED STOCK UNDER THE 1997
ACT.

GOVERNMENTAL AND REGULATORY MATTERS

Under the HSR Act, and the rules promulgated thereunder by the FTC, the
Acquisitions could not be consummated until notifications had been given to the
FTC and the Antitrust Division and the specified waiting period had expired or
terminated early. The notifications provided for under the HSR Act have been
furnished to the FTC and the Antitrust Division, an early termination of the
applicable HSR waiting period was granted on August 25, 1997. At any time before
or after consummation of the Acquisitions, and notwithstanding the expiration of
the waiting periods under the HSR Act and other applicable antitrust laws, the
Antitrust Division, the FTC or any state or foreign governmental authority could
take such action under the antitrust laws as it deems necessary or desirable in
the public interest. Such action could include seeking to enjoin the
consummation of the Acquisitions or seeking divestiture of certain businesses of
the Company. Private parties may also seek to take legal action under the
antitrust laws under certain circumstances.

Based on information available to them, the Company and the Operating
Subsidiaries believe that the Acquisitions will be effected in compliance with
federal, state and foreign antitrust laws. However, there can be no assurance
that a challenge to the consummation of the Acquisitions on antitrust grounds
will not be made or that, if such a challenge were made, the Company and the
Operating Subsidiaries would prevail.

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COMPARISON OF STOCKHOLDER RIGHTS

COMPARISON OF RIGHTS OF SHAREHOLDERS OF WISCONSIN LABEL AND STOCKHOLDERS OF THE
COMPANY

Wisconsin Label is incorporated in the State of Wisconsin, and the Company is
incorporated in the State of Delaware. Shareholders of Wisconsin Label, whose
rights are governed by Wisconsin Label's Articles of Incorporation (the
"Wisconsin Articles") and Bylaws (the "Wisconsin Bylaws") and by the Wisconsin
Business Corporation Law (the "WBCL"), will, upon consummation of the Wisconsin
Label Acquisition, become stockholders of the Company. Their rights as
stockholders of the Company will then be governed by the Company's Restated
Certificate of Incorporation (the "Company Certificate") and Bylaws (the
"Company Bylaws"), and by the DGCL. The following is a summary of certain
significant differences between the rights of shareholders of Wisconsin Label
and the rights of stockholders of the Company.

PREFERRED STOCK

The Company Certificate authorizes the Company's board of directors, without
further action by the stockholders, to issue up to 10,000,000 shares of
Preferred Stock as a class without series or in one or more series and to fix
the rights, preferences, restrictions and designations thereof, including
dividend rights, conversion rights, voting rights, terms of redemption
(including sinking fund provisions), liquidation preferences and the number of
shares constituting any series. The issuance of Preferred Stock could adversely
affect the voting power of holders of the Common Stock and could have the effect
of delaying or impeding a change of control of the Company. Except as discussed
in the next paragraph, as of the date of this Prospectus, the Company has not
authorized the issuance of any Preferred Stock, and there are no plans,
agreements or understandings for the issuance of any shares of Preferred Stock.

In connection with the Wisconsin Label Acquisition, FirstPak will issue to the
former shareholders of Wisconsin Label 220,000 shares of its Series A Preferred
Stock. The Series A Preferred Stock will entitle its holder to one vote for each
share held on all matters presented to stockholders for approval. Holders of
shares of Series A Preferred Stock are entitled to an aggregate of up to $11
million upon liquidation of the Company in preference to the holders of Common
Stock but will not be entitled to receive any dividends. The Series A Preferred
Stock will be redeemable for $11 million upon either (i) a sale, merger or other
business combination for stock or cash of DB Acquisition Corp., the parent of
Dittler Brothers, or of Dittler Brothers, (ii) a date six months after the
closing of a firm commitment underwritten public offering of DB Acquisition
Corp. common stock that represents not less than 20% of the outstanding capital
stock of DB Acquisition Corp. and results in aggregate gross proceeds to DB
Acquisition Corp. in excess of $15 million, (iii) the sale by the Company of (a)
not less than 75% of the shares of DB Acquisition Corp. owned by Wisconsin Label
and the receipt of funds (in any amount) due to the Company upon such sale or
(b) all or any part of its equity interest in DB Acquisition Corp. pursuant to
which the Company receives not less than $6 million, (iv) the dissolution,
liquidation or winding-up of Dittler Brothers or (v) the exercise of certain put
or call options attached to Wisconsin Label's interest in DB Acquisition Corp.,
the exercise of which, in certain circumstances, must either (a) be with respect
to not less than 75% of the shares of DB Acquisition Corp. owned by Wisconsin
Label and the receipt of funds (in any amount) due to the Company upon such
exercise, or (b) cause the Company to receive not less than $6 million in the
aggregate pursuant to such exercise. The Exercise price of DB Acquisition
Corp.'s call options may be less than the Series A Preferred Stock redemption
price of $11 million, which redemption can be triggered by the exercise of DB
Acquisition Corp.'s call options. See "Risk Factors - Possible Need for
Additional Financing; Potential Inability to Finance Redemption of Series A
Preferred Stock," "Management's Discussion and Analysis of Pro Forma Financial
Condition and Pro Forma Results of Operations" and "Certain Relationships and
Related Party Transactions - Certain Transaction Involving the Operating
Subsidiaries - Wisconsin Label."

The Wisconsin Articles do not authorize the issuance of any shares of preferred
stock.

REQUIRED VOTE OF BOARD OF DIRECTORS FOR AUTHORIZATION OF CERTAIN ACTIONS

The Company Certificate provides that for a period of three years after the
Offering the Company shall not, without obtaining the approval of any two of
Terrence R. Fulwiler and the other two directors nominated by the former
shareholders of Wisconsin Label (the "WL Nominees"), approve (a) the issuance of
additional shares of

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common stock other than (1) pursuant to certain stock option and similar grants,
(2) upon conversion or exchange of outstanding shares and (3) pursuant to
acquisitions of companies, product lines or capital assets, (b) the termination
of the chief executive officer of Wisconsin Label, (c) the closing of any
Wisconsin Label facility which closing would result in the termination of more
than 50 employees, (d) the removal of any director of the Company prior to the
end of such director's term other than for cause, (e) the increase in the number
of authorized directors of the Company to a number greater than eleven and (f)
the amendment of the provisions of the Company Certificate relating to (I) the
classification of directors, (II) the nomination by the former Wisconsin Label
shareholders of replacements on the Company's board of directors for Terrence R.
Fulwiler and the WL Nominees, (III) cumulative voting or (IV) the power of any
two of Terrence R. Fulwiler and the WL Nominees to approve such actions.

Under the Wisconsin Bylaws and the WBCL, the vote of a simple majority of board
of directors at a meeting at which a quorum is present is sufficient to take any
action within the authority of Wisconsin Label's board of directors.

AMENDMENT OF CORPORATE DOCUMENTS

The DGCL requires a vote of the corporation's board of directors followed by the
affirmative vote of a majority of the outstanding stock of each class entitled
to vote for any amendment to the certificate of incorporation, unless a greater
level of approval is required by the certificate of incorporation. The Company
Certificate requires the approval of a majority in interest of the holders of
its Series A Preferred Stock in order to amend the rights, preferences and
privileges of such Series A Preferred Stock. In addition, the Company
Certificate requires the affirmative vote of 90% of the total number of shares
entitled to vote for the amendment of provisions relating to (i) the
classification of directors, (ii) the right of the former Wisconsin Label
shareholders for three years following the Offering to nominate a replacement on
the Company's board of directors for Terrence R. Fulwiler, (iii) right of such
former Wisconsin Label shareholders for four years following the Offering to
nominate replacements on the Company's board of directors for the other two
directors originally nominated by such former shareholders (the "WL Nominees"),
(iv) cumulative voting and (v) the requirement that for three years following
the Offering, any two of Terrence R. Fulwiler and the WL Nominees approve
certain actions taken by the Company's board of directors, including (a) the
issuance of additional shares of common stock other than (1) pursuant to certain
stock option and similar grants, (2) upon conversion or exchange of outstanding
shares and (3) pursuant to acquisitions of companies, product lines or capital
assets, (b) the termination of the chief executive officer of Wisconsin Label,
(c) the closing of any Wisconsin Label facility which closing would result in
the termination of more than 50 employees, (d) the removal of any director of
the Company prior to the end of such director's term other than for cause, (e)
the increase in the number of authorized directors of the Company to a number
greater than eleven, (f) the amendment of the provisions of the Company
Certificate relating to (I) the classification of directors, (II) the nomination
by the former Wisconsin Label shareholders of replacements on the Company's
board of directors for Terrence R. Fulwiler and the WL Nominees, (III)
cumulative voting or (IV) the power of any two of Terrence R. Fulwiler and the
WL Nominees to approve such actions. If an amendment would alter the powers,
preferences or special rights of a particular class or series of stock so as to
affect them adversely, the class or series shall be given the power to vote as a
class notwithstanding the absence of any specifically enumerated power in the
certificate of incorporation. The DGCL also states that the power to adopt,
amend or repeal the bylaws of a corporation shall be in the stockholders
entitled to vote, provided that the corporation in its certificate of
incorporation may confer such power on the board of directors in addition to the
stockholders. The Company Certificate expressly authorizes the board of
directors to adopt, amend or repeal the Company Bylaws.

Under the WBCL, the vote of a simple majority of the outstanding shares of
Wisconsin Label Common Stock is required to effect an amendment of the Wisconsin
Articles. The Wisconsin Bylaws provide that the Wisconsin Bylaws may be adopted,
amended or repealed either by the vote of the holders of a majority of the
outstanding shares entitled to vote or by the board of directors; provided,
however, that the Wisconsin Label board of directors may not amend bylaws
adopted by the shareholders if such bylaws provide that they may not be so
amended.

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DISSENTERS' RIGHTS

Under the WBCL, a shareholder of a corporation is entitled to receive payment of
the appraised value of such shareholder's stock if such shareholder dissents
from a reorganization transaction or a conversion of the corporation to a
nonprofit nonstock corporation; however, dissenters' rights are not available to
holders of shares registered on a national securities exchange or quoted on
Nasdaq on the record date for a meeting of shareholders at which action on the
proposed transaction is to be taken. Accordingly, holders of Wisconsin Label
Common Stock currently have dissenters' rights.

A holder of Wisconsin Label Common Stock who desires to pursue dissenters'
rights must (i) file a written objection to the proposed reorganization
transaction or conversion with Wisconsin Label before the taking of the
shareholders' vote on the proposed reorganization transaction or conversion at a
meeting of the Wisconsin Label shareholders, (ii) refrain from voting in favor
of such proposed reorganization transaction or conversion, (iii) make written
demand to Wisconsin Label or the other party to such proposed reorganization
transaction or conversion for payment for such holder's shares and (iv) deposit
such holder's shares at the place and time indicated in the dissenter's notice
delivered to such holder by Wisconsin Label, all in accordance with the WBCL.
Such dissenters' rights are not conditioned on voting against the proposed
reorganization transaction or conversion.

Under the DGCL, a stockholder of the Company is entitled to receive payment of
the appraised value of such stockholder's Common Stock if such stockholder
dissents from certain proposed reorganization transactions. With certain express
exceptions, however, the stockholders of a Delaware corporation are not entitled
to any right of appraisal in reorganization transactions if the shares of such
corporation are listed on a national stock exchange, quoted on the Nasdaq
National Market or are owned by not less than 2,000 persons. Because it is
anticipated that after the Offering the Common Stock will be quoted on the
Nasdaq National Market, the Company's stockholders will not, subject to such
express exceptions, be entitled to any rights of appraisal in connection with
proposed reorganization transactions involving the Company.

A holder of Common Stock who is entitled to appraisal rights and desires to
pursue them must (i) file a written demand for appraisal of such holder's shares
with the Company before the taking of the stockholders' vote on the
reorganization transaction and (ii) refrain from voting in favor of the
reorganization transaction, all in accordance with the DGCL. Such appraisal
rights are not conditioned upon voting against the reorganization transaction.

STOCKHOLDER ACTION BY WRITTEN CONSENT

The Company Certificate provides that no action may be taken by the stockholders
of the Company except at an annual or special meeting of stockholders called in
accordance with the Company Bylaws.

The Wisconsin Articles permit shareholders of Wisconsin Label to take any action
required or permitted to be taken at a meeting of the shareholders of Wisconsin
Label without a meeting if a consent in writing, setting forth the action so
taken, is signed by shareholders who would be entitled to vote at a meeting
those shares with voting power to cast not less than the minimum number of votes
that would be necessary to authorize or take the action at a meeting which all
shares entitled to vote were present and voted.

ANTITAKEOVER PROVISIONS AND STATUTES

The Company Bylaws provide that a special meeting of the stockholders may only
be called by the board of directors, the chairman of the board or the president.
The Wisconsin Bylaws provide that in addition to the board of directors, the
chairman of the board and the president, one or more shareholders holding not
less than 10% of the voting power of the corporation may call a special meeting
of the shareholders.

The DGCL prohibits, in certain circumstances, a "business combination" between
the corporation and an "interested stockholder" within three years of the
stockholder becoming an "interested stockholder." An "interested stockholder" is
a holder who, directly or indirectly, controls 15% or more of the outstanding
voting stock or is an affiliate of the corporation and was the owner of 15% or
more of the outstanding voting stock at any time within the prior year period. A
"business combination" includes a merger or consolidation, a sale or other
disposition of assets having an aggregate market value equal to 10% or more of
the consolidated assets of the corporation or the aggregate market value of the
outstanding stock of the corporation and certain transactions that would
increase the interested stockholder's proportionate share ownership in the
corporation. This provision

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does not apply where: (i) either the business combination or the transaction
which resulted in the stockholder becoming an interested stockholder is approved
by the corporation's board of directors prior to the date the interested
stockholder acquired such 15% interest; (ii) upon the consummation of the
transaction which resulted in the stockholder becoming an interested
stockholder, the interested stockholder owned at least 85% of the outstanding
voting stock of the corporation excluding for the purposes of determining the
number of shares outstanding shares held by persons who are directors and also
officers and by employee stock plans in which participants do not have the right
to determine confidentiality whether shares held subject to the plan will be
tendered; (iii) the business combination is approved by a majority of the board
of directors and the affirmative vote of two-thirds of the outstanding votes
entitled to be cast by disinterested stockholders at an annual or special
meeting; (iv) the corporation does not have a class of voting stock that is
listed on a national securities exchange, authorized for quotation on an
inter-dealer quotation system of a registered national securities association,
or held of record by more than 2,000 stockholders unless any of the foregoing
results from action taken, directly or indirectly, by an interested stockholder
or from a transaction in which a person becomes an interested stockholder; or
(v) the corporation has opted out of this provision. The Company has not opted
out of this provision.

The WBCL regulates a broad range of "business combinations" between a Wisconsin
corporation and an "interested stockholder" or involving an "issuing public
corporation" and a "significant stockholder." Because Wisconsin Label has less
than 500 holders of record of its equity securities and the Wisconsin Label
Common Stock is not registered or traded on a national securities exchange or
registered under section 12(g) of the Securities Exchange Act of 1934, as
amended, these antitakeover provisions do not apply to Wisconsin Label.

ELECTION OF BOARD OF DIRECTORS

Under the DGCL and the WBCL, directors are elected by a plurality of the votes
of the shares present in person or represented by proxy at a meeting and
entitled to vote on the election of directors.

The Company Certificate and Bylaws provide for three classes of directors.
Messrs. Tomcheck and Daniel Fulwiler are Class I directors and will serve until
the annual meeting of stockholders in 1998. Messrs. Menke, Mondavi and Blake are
Class II directors and will serve until the annual meeting of stockholders in
1999. Messrs. Titolo, Leith and Terrence Fulwiler are Class III directors and
will serve until the annual meeting of stockholders in 2000. After these
directors' initial terms expire, newly elected directors shall serve for a
three-year term or until their successors are duly elected and qualified.

The Wisconsin Articles do not provide for a classified board of directors.

CUMULATIVE VOTING

The Company Certificate provides that, for a period of seven years after the
Offering stockholders may cumulate votes in election of directors. In an
election of directors, each stockholder will be entitled to cast a number of
votes equal to the number of directors to be elected multiplied by the number of
votes to which such stockholder's shares are normally entitled. A stockholder
that gives proper notice of its intention to cumulate votes may cast all the
votes to which it is entitled for one candidate, or it may distribute such votes
among any or all of the candidates it sees fit.

The Wisconsin Articles do not provide for cumulative voting.

FILLING VACANCIES ON THE BOARD OF DIRECTORS

The Company Certificate provides that in the event that Terrence Fulwiler or
either of the WL Nominees leaves the Board prior to the date that is three years
from the consummation of the Offering in the case of Terrence Fulwiler and prior
to the date that is four years from the consummation of the Offering in the case
of either of the WL Nominees as a result of death, resignation,
disqualification, removal or certain other causes, the Board will appoint a
nominee of the former Wisconsin Label shareholders to serve out the term of the
departing board member.

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Pursuant to the WBCL, the Wisconsin Articles and the Wisconsin Bylaws, any
vacancies on the board of directors of Wisconsin Label, including a vacancy
created by an increase in the number of directors, may be filled until the next
succeeding annual election by the vote of a majority of the directors then in
office.

NOTIFICATION PROCEDURE FOR STOCKHOLDER PROPOSALS

The Company Bylaws provide that no proposal by any person other than the Board
of Directors may be submitted for the approval of the Company stockholders at
any regular or special meeting of stockholders unless the person advancing the
proposal is a record stockholder and has delivered a written notice to the
secretary of the Company no less than 120 days in advance of the date specified
in the Company's proxy statement released to stockholders in connection with the
previous year's annual meeting of stockholders; provided, however, that in the
event that no annual meeting was held in the previous year or the date of the
annual meeting has been changed more than 30 days from the date contemplated at
the time of the previous year's proxy statement, notice by the stockholder to be
timely must be so received a reasonable time before the solicitation is made.

Neither the Wisconsin Articles nor the Wisconsin Bylaws have a provision with
respect to advance notification of shareholder proposals.

The foregoing summary does not purport to be a complete statement of the rights
of holders of shares of Common Stock under applicable Delaware law, the Company
Certificate of Incorporation or the Company Bylaws or a comprehensive comparison
with the rights of the holders of shares of Wisconsin Label Common Stock under
applicable Wisconsin law, the Wisconsin Articles of or the Wisconsin Bylaws, or
a complete description of the specific provisions referred to herein. The
identification of specific differences is not meant to indicate that other
equally or more significant differences do not exist. This summary is qualified
in its entirety by reference to the WBCL, the DGCL and the governing corporate
instruments of the Company and Wisconsin Label.

COMPARISON OF RIGHTS OF STOCKHOLDERS OF ST. LOUIS LITHO AND STOCKHOLDERS OF THE
COMPANY

The rights of the Company's stockholders are governed by the Company
Certificate, the Company Bylaws and the laws of the State of Delaware. The
rights of St. Louis Litho's stockholders are governed by its Certificate of
Incorporation (the "ST. LOUIS LITHO CERTIFICATE"), its Bylaws (the "ST. LOUIS
LITHO BYLAWS") and the laws of the State of Delaware. After the Effective Time,
the stockholders of St. Louis Litho will become stockholders of the Company and
will be governed by the Company Certificate, the Company Bylaws and the laws of
the State of Delaware.

The following is a summary of the material differences between the rights of
holders of Company Common Stock and the rights of holders of common stock of St.
Louis Litho at the date hereof. These differences arise from differences between
the Company Certificate and the Company Bylaws and the St. Louis Litho Articles
and the St. Louis Litho Bylaws.

PREFERRED STOCK

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of DB Acquisition Corp., the parent of Dittler Brothers, or of Dittler Brothers,
(ii) a date six months after the closing of a firm commitment underwritten
public offering of DB Acquisition Corp. common stock that represents not less
than 20% of the outstanding capital stock of DB Acquisition Corp. and results in
aggregate gross proceeds to DB Acquisition Corp. in excess of $15 million, (iii)
the sale by the Company of (a) not less than 75% of the shares of DB Acquisition
Corp. owned by Wisconsin Label and the receipt of funds (in any amount) due to
the Company upon such sale or (b) all or any part of its equity interest in DB
Acquisition Corp. pursuant to which the Company receives not less than $6
million, (iv) the dissolution, liquidation or winding-up of Dittler Brothers or
(v) the exercise of certain put or call options attached to Wisconsin Label's
interest in DB Acquisition Corp., the exercise of which, in certain
circumstances, must either (a) be with respect to not less than 75% of the
shares of DB Acquisition Corp. owned by Wisconsin Label and the receipt of funds
(in any amount) due to the Company upon such exercise, or (b) cause the Company
to receive not less than $6 million in the aggregate pursuant to such exercise.
The Exercise price of DB Acquisition Corp.'s call options may be less than the
Series A Preferred Stock redemption price of $11 million, which redemption can
be triggered by the exercise of DB Acquisition Corp.'s call options. See "Risk
Factors - Possible Need for Additional Financing; Potential Inability to Finance
Redemption of Series A Preferred Stock," "Management's Discussion and Analysis
of Pro Forma Financial Condition and Pro Forma Results of Operations" and
"Certain Relationships and Related Party Transactions - Certain Transaction
Involving the Operating Subsidiaries - Wisconsin Label."

The St. Louis Litho Certificate does not authorize the issuance of any shares of
preferred stock.

DIRECTOR NOMINATIONS

The Company Bylaws provide that no nominations for directors of the Company by
any person other than the Company's board of directors may be presented to any
meeting of stockholders unless the person making the nomination is a record
stockholder and has delivered a written notice to the secretary of the Company
no less than 120 days in advance of the date specified in the Company's proxy
statement released to the stockholders in connection with the previous year's
annual meeting of stockholders; provided, however, that in the event that no
annual meeting was held in the previous year or the date of the annual meeting
has been changed more than 30 days from the date less than 30 days' notice or
prior public disclosure of the date of the meeting is given or made to
stockholders, notice by the stockholder to be timely must be so received a
reasonable time before the solicitation is made. The St. Louis Litho Certificate
and St. Louis Litho Bylaws do not impose comparable conditions on the submission
of director nominations by its stockholders.

AMENDMENT TO GOVERNING DOCUMENTS

The Company Certificate requires the approval of a majority in interest of the
holders of its Series A Preferred Stock in order to amend the rights,
preferences and privileges of such Series A Preferred Stock. In addition, the
Company Certificate requires the affirmative vote of 90% of the total number of
shares entitled to vote for the amendment of provisions relating to (i) the
classification of directors, (ii) the right of the former Wisconsin Label
shareholders for three years following the Offering to nominate a replacement on
the Company's board of directors for Terrence R. Fulwiler, (iii) right of such
former Wisconsin Label shareholders for four years following the Offering to
nominate replacements on the Company's board of directors for the other two
directors originally nominated by such former shareholders (the 'WL Nominees'),
(iv) cumulative voting and (v) the requirement that for three years following
the Offering, any two of Terrence R. Fulwiler and the WL Nominees approve
certain actions taken by the Company's board of directors, including (a) the
issuance of additional shares of common stock other than (1) pursuant to certain
stock option and similar grants, (2) upon conversion or exchange of outstanding
shares and (3) pursuant to acquisitions of companies, product lines or capital
assets, (b) the termination of the chief executive officer of Wisconsin Label,
(c) the closing of any Wisconsin Label facility which closing would result in
the termination of more than 50 employees, (d) the removal of any director of
the Company prior to the end of such director's term other than for cause, (e)
the increase in the number of authorized directors of the Company to a number
greater than eleven and (f) the amendment of the provisions of the Company
Certificate relating to (I) the classification of directors, (II) the nomination
by the former Wisconsin Label shareholders of replacements on the Company's
board of directors for Terrence R. Fulwiler and the WL Nominees, (III)
cumulative voting or (IV) the power of any two of Terrence R. Fulwiler and the
WL Nominees to approve such actions. If an amendment would alter the powers,
preferences or special rights of a particular class

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or series of stock so as to affect them adversely, the class or series shall be
given the power to vote as a class notwithstanding the absence of any
specifically enumerated power in the certificate of incorporation. The Company
Certificate expressly authorizes the board of directors to adopt, amend or
repeal the Company Bylaws.

The St. Louis Litho Certificate expressly authorizes the board of directors to
adopt, amend or repeal the Bylaws.

STOCKHOLDER CONSENT IN LIEU OF MEETING

The Company Certificate provides that action by the stockholders must be taken
at an annual special meeting of stockholders and may not be taken by written
consent. The St. Louis Litho Certificate imposes no such limitation on action of
the stockholders by written consent.

STOCKHOLDER PROPOSALS

The Company Bylaws provide that no proposal by any person other than the Board
of Directors may be submitted for the approval of the Company stockholders at
any regular or special meeting of stockholders unless the person advancing the
proposal is a record stockholder and has delivered a written notice to the
secretary of the Company no less than 120 days in advance of the date specified
in the Company's proxy statement released to stockholders in connection with the
previous year's annual meeting of stockholders; provided, however, that in the
event that no annual meeting was held in the previous year or the date of the
annual meeting has been changed by more than 30 days from the date contemplated
at the time of the previous year's proxy statement, notice by the stockholder to
be timely must be so received a reasonable time before the solicitation is made.
The St. Louis Litho Certificate and St. Louis Litho Bylaws do not impose
comparable conditions on the submission of stockholder proposals.

ANTI-TAKEOVER PROVISIONS AND INTERESTED STOCKHOLDER TRANSACTIONS

The Company Bylaws provide that a special meeting of the stockholders may only
be called by the board of directors, the chairman of the board or the president.
The St. Louis Litho Bylaws provide that special meetings may be called at any
time by the President or Board of Directors.

ELECTION OF BOARD OF DIRECTORS

The St. Louis Litho Certificate does not provide for a classified board of
directors.

FILLING VACANCIES ON THE BOARD OF DIRECTORS

The St. Louis Litho Bylaws provide that any vacancies on the board of directors
of St. Louis Litho, other than vacancies caused by the removal of a director by
vote of the stockholders, may be filled until the next succeeding annual
election by the vote of a majority of the directors then in office.

CUMULATIVE VOTING

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for the election of directors with respect to such holder's shares multiplied by
the number of directors to be elected by such holder, and such holder may cast
all of such votes for a single director or may distribute them among the number
to be voted for, or for any two or more of them as such holder may see fit. The
St. Louis Litho Bylaws do not provide for cumulative voting.

The foregoing discussion of certain similarities and material differences
between the rights of Company stockholders and the rights of St. Louis Litho
stockholders under the respective Certificates of Incorporation and Bylaws of
the Company and St. Louis Litho is only a summary of certain provisions and does
not purport to be a complete description of such similarities and differences,
and is qualified in its entirety by reference to the DGCL, the common law
thereunder and the full text of the Certificates of Incorporation and Bylaws of
each of the Company and St. Louis Litho.

COMPARISON OF RIGHTS OF STOCKHOLDERS OF CALOPTICAL AND STOCKHOLDERS OF THE
COMPANY

The rights of the Company's stockholders are governed by the Company
Certificate, the Company Bylaws and the laws of the State of Delaware. The
rights of CalOptical's stockholders are governed by its Certificate of
Incorporation (the "CALOPTICAL CERTIFICATE"), its Bylaws (the "CALOPTICAL
BYLAWS") and the laws of the State of Delaware. After the Effective Time, the
stockholders of CalOptical will become stockholders of the Company and will be
governed by the Company Certificate, the Company Bylaws and the laws of the
State of Delaware.

The following is a summary of the material differences between the rights of
holders of Company Common Stock and the rights of holders of common stock of
CalOptical at the date hereof. These differences arise from differences between
the Company Certificate and the Company Bylaws and the CalOptical Certificate
and the CalOptical Bylaws.

PREFERRED STOCK

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<PAGE>

of DB Acquisition Corp.'s call options. See "Risk Factors - Possible Need for
Additional Financing; Potential Inability to Finance Redemption of Series A
Preferred Stock," "Management's Discussion and Analysis of Pro Forma Financial
Condition and Pro Forma Results of Operations" and "Certain Relationships and
Related Party Transactions - Certain Transaction Involving the Operating
Subsidiaries - Wisconsin Label."

The CalOptical Certificate authorizes the issuance of 20,000 shares of preferred
stock at a par value of five cents (.05). No such preferred stock has been
issued.

DIRECTOR NOMINATIONS

The Company Bylaws provide that no nominations for directors of the Company by
any person other than the Company's board of directors may be presented to any
meeting of stockholders unless the person making the nomination is a record
stockholder and has delivered a written notice to the secretary of the Company
no less than 120 days in advance of the date specified in the Company's proxy
statement released to the stockholders in connection with the previous year's
annual meeting of stockholders; provided, however, that in the event that no
annual meeting was held in the previous year or the date of the annual meeting
has been changed more than 30 days from the date less than 30 days' notice or
prior public disclosure of the date of the meeting is given or made to
stockholders, notice by the stockholder to be timely must be so received a
reasonable time before the solicitation is made. The CalOptical Certificate and
CalOptical Bylaws do not impose comparable conditions on the submission of
director nominations by its stockholders.

AMENDMENT TO GOVERNING DOCUMENTS

The CalOptical Certificate expressly authorizes the board of directors to make,
repeal, alter, amend and rescind the By-laws.

STOCKHOLDER CONSENT IN LIEU OF MEETING

The Company Certificate provides that action by the stockholders must be taken
at an annual special meeting of stockholders and may not be taken by written
consent. The CalOptical Certificate imposes no such limitation on action of the
stockholders by written consent.

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STOCKHOLDER PROPOSALS

The Company Bylaws provide that no proposal by any person other than the Board
of Directors may be submitted for the approval of the Company stockholders at
any regular or special meeting of stockholders unless the person advancing the
proposal is a record stockholder and has delivered a written notice to the
secretary of the Company no less than 120 days in advance of the date specified
in the Company's proxy statement released to stockholders in connection with the
previous year's annual meeting of stockholders; provided, however, that in the
event that no annual meeting was held in the previous year or the date of the
annual meeting has been changed by more than 30 days from the date contemplated
at the time of the previous year's proxy statement, notice by the stockholder to
be timely must be so received a reasonable time before the solicitation is made.
The CalOptical Certificate and CalOptical Bylaws do not impose comparable
conditions on the submission of stockholder proposals.

INDEMNIFICATION

The Company Certificate provides for indemnification of directors or officers to
the fullest extent authorized by the DGCL.

The CalOptical Bylaws provide for the indemnification of its directors,
officers, employees or agents in an amount actually and reasonably incurred in
good faith.

ELECTION OF BOARD OF DIRECTORS

The Company Certificate and Bylaws provide for three classes of directors.
Messrs. Tomcheck and Daniel Fulwiler are Class I directors and will serve until
the annual meeting of stockholders in 1998. Messrs. Menke, Mondavi and
CalOptical are Class II directors and will serve until the annual meeting of
stockholders in 1999. Messrs. Titolo, Leith and Terrence Fulwiler are Class III
directors and will serve until the annual meeting of stockholders in 2000. After
these directors' initial terms expire, newly elected directors shall serve for a
three-year term or until their successors are duly elected and qualified.

The CalOptical Certificate does not provide for a classified board of directors.

FILLING VACANCIES ON THE BOARD OF DIRECTORS

The CalOptical Certificate and the CalOptical Bylaws provide that any vacancies
on the board of directors of CalOptical, other than vacancies caused by the
removal of a director by vote of the stockholders, may be filled until the next
succeeding annual election by the vote of a majority of the directors then in
office.

CUMULATIVE VOTING

The Company Certificate provides for cumulative voting in elections of
directors. Each holder of shares of stock is, upon giving of proper notice of an
intention to cumulate votes, entitled to a number of votes equal to the number
of votes which (except for such provision as to cumulative voting) such holder
would be entitled to cast for the election of directors with respect to such
holder's shares multiplied by the number of directors to be elected by such
holder, and such holder may cast all of such votes for a single director or may
distribute them among the number to be voted for, or for any two or more of them
as such holder may see fit. The CalOptical Bylaws do not provide for cumulative
voting.

The foregoing discussion of certain similarities and material differences
between the rights of Company stockholders and the rights of CalOptical
stockholders under the respective Certificates of Incorporation and Bylaws of
the Company and CalOptical is only a summary of certain provisions and does not
purport to be a

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complete description of such similarities and differences, and is qualified in
its entirety by reference to the DGCL, the common law thereunder and the full
text of the Certificates of Incorporation and Bylaws of each of the Company and
CalOptical.

COMPARISON OF RIGHTS OF SHAREHOLDERS OF BLAKE PRINTING AND STOCKHOLDERS OF THE
COMPANY

The rights of the Company's stockholders are governed by the Company
Certificate, the Company Bylaws and the laws of the State of Delaware. The
rights of Blake Printing's shareholders are governed by its Articles of
Incorporation (the "BLAKE ARTICLES"), its Bylaws (the "BLAKE BYLAWS") and the
laws of the State of California. After the Effective Time, the shareholders of
Blake Printing will become stockholders of the Company and will be governed by
the Company Certificate, the Company Bylaws and the laws of the State of
Delaware.

While the rights and privileges of stockholders of a Delaware corporation such
as the Company are, in many instances, comparable to those of shareholders of a
California corporation such as Blake Printing, there are certain differences.
The following is a summary of the material differences between the rights of
holders of Company Common Stock and the rights of holders of common stock of
Blake Printing at the date hereof. These differences arise from differences
between the DGCL and the CGCL and between the Company Certificate and the
Company Bylaws and the Blake Articles and the Blake Bylaws.

PREFERRED STOCK

The Blake Articles do not authorize the issuance of any shares of preferred
stock.

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VOTE REQUIRED FOR EXTRAORDINARY TRANSACTIONS

The DGCL requires the affirmative vote of a majority of the outstanding stock
entitled to vote thereon to authorize any merger or consolidation of a
corporation, except that, unless required by its certificate of incorporation,
no authorizing stockholder vote is required of a corporation surviving a merger
if (a) such corporation's certificate of incorporation is not amended in any
respect by the merger; (b) each share of stock of such corporation outstanding
immediately prior to the effective date of the merger will be an identical
outstanding or treasury share of the surviving corporation after the effective
date of the merger; and (c) the number of shares to be issued in the merger does
not exceed 20% of such corporation's outstanding common stock immediately prior
to the effective date of the merger. The Company's Certificate does not require
a greater percentage vote for such actions. Stockholder approval is also not
required under the DGCL for mergers or consolidations in which a parent
corporation merges or consolidates with a subsidiary of which it owns at least
90% of the outstanding shares of each class of stock.

The CGCL requires that the principal terms of a merger be approved by the
affirmative vote of a majority of the outstanding shares of each class entitled
to vote thereon, except that, unless required by its articles of incorporation,
no authorizing shareholder vote is required of a corporation surviving a merger
if the shareholders of such corporation shall own, immediately after the merger,
more than five-sixths of the voting power of the surviving corporation. The
Blake Articles do not require a greater percentage vote. The CGCL further
requires the affirmative vote of a majority of the outstanding shares entitled
to vote thereon if (a) the surviving corporation's articles of incorporation
will be amended and would otherwise require shareholder approval or (b)
shareholders of such corporation will receive shares of the surviving
corporation having different rights, preferences, privileges or restrictions
(including shares in a foreign corporation) than the shares surrendered.
Shareholder approval is not required under the CGCL for mergers or
consolidations in which a parent corporation merges or consolidates with a
subsidiary of which it owns at least 90% of the outstanding shares of each class
of stock.

DIRECTOR NOMINATIONS

The Company Bylaws provide that no nominations for directors of the Company by
any person other than the Company's board of directors may be presented to any
meeting of stockholders unless the person making the nomination is a record
stockholder and has delivered a written notice to the secretary of the Company
no less than 120 days in advance of the date specified in the Company's proxy
statement released to the stockholders in connection with the previous year's
annual meeting of stockholders; provided, however, that in the event that no
annual meeting was held in the previous year or the date of the annual meeting
has been changed more than 30 days from the date less than 30 days' notice or
prior public disclosure of the date of the meeting is given or made to
stockholders, notice by the stockholder to be timely must be so received a
reasonable time before the solicitation is made. The Blake Articles and Blake
Bylaws do not impose comparable conditions on the submission of director
nominations by its stockholders.

AMENDMENT TO GOVERNING DOCUMENTS

48
<PAGE>

executive officer of Wisconsin Label, (c) the closing of any Wisconsin Label
facility which closing would result in the termination of more than 50
employees, (d) the removal of any director of the Company prior to the end of
such director's term other than for cause, (e) the increase in the number of
authorized directors of the Company to a number greater than eleven and (f) the
amendment of the provisions of the Company Certificate relating to (I) the
classification of directors, (II) the nomination by the former Wisconsin Label
shareholders of replacements on the Company's board of directors for Terrence R.
Fulwiler and the WL Nominees, (III) cumulative voting or (IV) the power of any
two of Terrence R. Fulwiler and the WL Nominees to approve such actions. If an
amendment would alter the powers, preferences or special rights of a particular
class or series of stock so as to affect them adversely, the class or series
shall be given the power to vote as a class notwithstanding the absence of any
specifically enumerated power in the certificate of incorporation. The DGCL also
states that the power to adopt, amend or repeal the bylaws of a corporation
shall be in the stockholders entitled to vote, provided that the corporation in
its certificate of incorporation may confer such power on the board of directors
in addition to the stockholders. The Company Certificate expressly authorizes
the board of directors to adopt, amend or repeal the Company Bylaws.

Unless otherwise specified in a California corporation's articles of
incorporation, an amendment to the articles of incorporation requires the
approval of the corporation's board of directors and the affirmative vote of a
majority of the outstanding shares entitled to vote thereon, either before or
after the board approval. The Blake Articles do not require a greater level of
approval for an amendment thereto. Under the CGCL, the holders of the
outstanding shares of a class are entitled to vote as a class if a proposed
amendment to the articles of incorporation would (i) increase or decrease the
aggregate number of authorized shares of such class; (ii) effect an exchange,
reclassification or cancellation of all or part of the shares of such class,
other than a stock split; (iii) effect an exchange, or create a right of
exchange, of all or part of the shares of another class into the shares of such
class; (iv) change the rights, preferences, privileges or restrictions of the
shares of such class; (v) create a new class of shares having rights,
preferences or privileges prior to the shares of such class, or increase the
rights, preferences or privileges or the number of authorized shares having
rights, preference or privileges prior to the shares of such class; (vi) in the
case of preferred shares, divide the shares of any class into series having
different rights, preferences, privileges or restrictions or authorize the board
of directors to do so; or (vii) cancel or otherwise affect dividends on the
shares of such class which have accrued but have not been paid. Under the CGCL,
a corporation's bylaws may be adopted, amended or repealed either by the board
of directors or the shareholders of the corporation. The Blake Bylaws provide
that the Blake Bylaws may be adopted, amended or repealed either by the vote of
the holders of a majority of the outstanding shares entitled to vote or by the
board of directors; provided, however, that the Blake board of directors may not
amend the Blake Bylaws in order to change the authorized number of directors

APPRAISAL RIGHTS

Under the DGCL, a stockholder of the Company is entitled to appraisal rights if
such stockholder dissents from certain reorganization transactions. With certain
express exceptions, however, the stockholders of a Delaware corporation are not
entitled to any right of appraisal in merger or consolidation transactions if
the shares of such corporation are listed on a national stock exchange, quoted
on the Nasdaq National Market or are owned by not less than 2,000 persons.
Because it is anticipated that after the Offering the Common Stock will be
quoted on the Nasdaq National Market, the Company's stockholders will not,
subject to such express exceptions, be entitled to any rights of appraisal in
connection with proposed merger or consolidation transactions involving the
Company.

Pursuant to California law, holders of Blake Printing Common Stock are entitled
to similar dissenters' rights in connection with reorganization transactions. A
holder of Blake Printing Common Stock who desires to pursue dissenters' rights
must (i) demand in writing that Blake Printing purchase such holder's shares at
their fair market value before the taking of the shareholders' vote on the
reorganization transaction, (ii) refrain from voting

49
<PAGE>

in favor of the reorganization transaction and (iii) submit such holder's shares
to Blake Printing for endorsement, all in accordance with the CGCL. Such
dissenters' rights are not conditioned on voting against the reorganization
transaction.

DERIVATIVE ACTION

Derivative actions may be brought in Delaware by a stockholder on behalf of, and
for the benefit of, the corporation. The DGCL provides that a stockholder must
aver in the complaint that he or she was a stockholder of the corporation at the
time of the transaction of which he or she complains. A stockholder may not sue
derivatively unless he first makes demand on the corporation that it bring suit
and such demand has been refused, unless it is shown that such demand would have
been futile.

The CGCL provides that a shareholder bringing a derivative action on behalf of
the corporation need not have been a shareholder at the time of the transaction
in question, provided that certain tests are met. The CGCL also provides that
the corporation or the defendant in a derivative suit may make a motion to the
court for an order requiring the plaintiff shareholder to furnish a security
bond.

STOCKHOLDER CONSENT IN LIEU OF MEETING

Under the DGCL and the CGCL, unless otherwise provided in the certificate or
articles of incorporation, any action required to be taken or which may be taken
at an annual or special meeting of stockholders may be taken without a meeting
if a consent in writing is signed by the holders of outstanding stock having not
less than the minimum number of votes that would be necessary to authorize such
action at a meeting at which all shares entitled to vote were present and voted.
The Company Certificate provides that action by the stockholders must be taken
at an annual special meeting of stockholders and may not be taken by written
consent. The Blake Articles impose no such limitation on action of the
shareholders by written consent.

FIDUCIARY DUTIES OF DIRECTORS

Directors of corporations incorporated or organized under the DGCL and the CGCL
have fiduciary obligations to the corporation and its shareholders. Pursuant to
these fiduciary obligations, the directors must act in accordance with the
so-called duties of "due care" and "loyalty." Under the DGCL, the duty of care
requires that the directors act in an informed and deliberative manner and to
inform themselves, prior to making a business decision, of all material
information reasonably available to them. The duty of loyalty may be summarized
as the duty to act in good faith, not out of self-interest and in a manner that
the directors reasonably believe to be in the best interests of the corporation.
Under the CGCL, the duty of loyalty requires directors to perform their duties
in good faith in a manner that the directors reasonably believe to be in the
best interests of the corporation and its stockholders. The duty of care
requires that the directors act with such care, including reasonable inquiry, as
an ordinarily prudent person in a like position would exercise under similar
circumstances.

STOCKHOLDER PROPOSALS

The Company Bylaws provide that no proposal by any person other than the Board
of Directors may be submitted for the approval of the Company stockholders at
any regular or special meeting of stockholders unless the person advancing the
proposal is a record stockholder and has delivered a written notice to the
secretary of the Company no less than 120 days in advance of the date specified
in the Company's proxy statement released to stockholders in connection with the
previous year's annual meeting of stockholders; provided, however, that in the
event that no annual meeting was held in the previous year or the date of the
annual meeting has been changed by more than 30 days from the date contemplated
at the time of the previous year's proxy statement, notice by the stockholder to
be timely must be so received a reasonable time before the solicitation is made.
The Blake Articles and Blake Bylaws do not impose comparable conditions on the
submission of stockholder proposals.

INDEMNIFICATION

The DGCL provides that a corporation may indemnify its present and former
directors, officers, employees and agents (each, an "Indemnitee") against all
reasonable expenses (including attorneys' fees) and, except in actions initiated
by or in the right of the corporation, against all judgments, fines and amounts
paid in settlement in actions brought against them, if such individual acted in
good faith, and in a manner which he or she reasonably

50
<PAGE>

believed to be in, or not opposed to, the best interests of the stockholders
and, in the case of a criminal proceeding, had no reasonable cause to believe
his or her conduct was unlawful. The corporation shall indemnify an indemnitee
to the extent that he or she is successful on the merits or otherwise in the
defense of any claim, issue or matter associated with an action. The Company
Certificate provides for indemnification of directors or officers to the fullest
extent authorized by the DGCL.

Under the CGCL, (i) a corporation has the power to indemnify present and former
directors, officers, employees and agents against expenses, judgments, fines and
settlements (other than in connection with actions by or in the right of the
corporation) if that person acted in good faith and in a manner the person
reasonably believed to be in the best interests of the corporation and, in the
case of a criminal proceeding, had no reasonable cause to believe the conduct of
the person was unlawful, and (ii) a corporation has the power to indemnify, with
certain exceptions, any person who is a party to any action by or in the right
of the corporation, against expenses actually and reasonably incurred by that
person in connection with the defense or settlement of the action if the person
acted in good faith and in a manner the person believed to be in the best
interests of the corporation and its shareholders.

The indemnification authorized by the CGCL is not exclusive, and a corporation
may grant its directors, officers, employees or other agents certain additional
rights to indemnification. The Blake Articles and the Blake Bylaws provide for
the indemnification of its agents (as defined under the CGCL) to the fullest
extent permissible under the CGCL, which may be in excess of the indemnification
expressly permitted by Section 317 of the CGCL, subject to the limits set forth
in Section 204 of the CGCL with respect to actions for breach of duty to the
corporation and its shareholders.

The DGCL and the CGCL allow for the advance payment of an Indemnitee's expenses
prior to the final disposition of an action, provided that the indemnitee
undertakes to repay any such amount advanced if it is later determined that the
Indemnitee is not entitled to indemnification with regard to the action for
which the expenses were advanced.

DIRECTOR LIABILITY

The DGCL and the CGCL each provide that the charter documents of a corporation
may include provisions which limit or eliminate the liability of directors to
the corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, provided such liability does not arise from certain
proscribed conduct, including, in the case of the DGCL, acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, breach of the duty of loyalty, the payment of unlawful dividends or
expenditure of funds for unlawful stock purchases or redemptions or transactions
from which such director derived an improper personal benefit, or, in the case
of the CGCL, intentional misconduct or knowing and culpable violation of law,
acts or omissions that a director believes to be contrary to the best interests
of the corporation or its shareholders or that involve the absence of good faith
on the part of the director, the receipt of an improper personal benefit, acts
or omissions that show reckless disregard for the director's duty to the
corporation or its shareholders, where the director in the ordinary course of
performing a director's duties should be aware of a risk of serious injury to
the corporation or its shareholders, acts or omissions that constitute an
unexcused pattern of inattention that amounts to an abdication of the director's
duty to the corporation and its shareholders, interested transactions between
the corporation and a director in which a director has a material financial
interest and liability for improper distributions, loans or guarantees. The
Company Certificate contains a provision limiting the liability of its directors
to the fullest extent permitted by the DGCL. The Blake Articles contain a
provision limiting the liability of its directors to the fullest extent provided
by the CGCL.

ANTI-TAKEOVER PROVISIONS AND INTERESTED STOCKHOLDER TRANSACTIONS

The Company Bylaws provide that a special meeting of the stockholders may only
be called by the board of directors, the chairman of the board or the president.
The Blake Bylaws provide that in addition to the board of directors, the
chairman of the board and the president, one or more shareholders holding not
less than 10% of the voting power of the corporation may call a special meeting
of the shareholders.

51
<PAGE>

"interested stockholder" is a holder who, directly or indirectly, controls 15%
or more of the outstanding voting stock or is an affiliate of the corporation
and was the owner of 15% or more of the outstanding voting stock at any time
within the prior year period. A "business combination" includes a merger or
consolidation, a sale or other disposition of assets having an aggregate market
value equal to 10% or more of the consolidated assets of the corporation or the
aggregate market value of the outstanding stock of the corporation and certain
transactions that would increase the interested stockholder's proportionate
share ownership in the corporation. This provision does not apply where: (i)
either the business combination or the transaction which resulted in the
stockholder becoming an interested stockholder is approved by the corporation's
board of directors prior to the date the interested stockholder acquired such
15% interest; (ii) upon the consummation of the transaction which resulted in
the stockholder becoming an interested stockholder, the interested stockholder
owned at least 85% of the outstanding voting stock of the corporation excluding
for the purposes of determining the number of shares outstanding shares held by
persons who are directors and also officers and by employee stock plans in which
participants do not have the right to determine confidentiality whether shares
held subject to the plan will be tendered; (iii) the business combination is
approved by a majority of the board of directors and the affirmative vote of
two-thirds of the outstanding votes entitled to be cast by disinterested
stockholders at an annual or special meeting; (iv) the corporation does not have
a class of voting stock that is listed on a national securities exchange,
authorized for quotation on an inter-dealer quotation system of a registered
national securities association, or held of record by more than 2,000
stockholders unless any of the foregoing results from action taken, directly or
indirectly, by an interested stockholder or from a transaction in which a person
becomes an interested stockholder; or (v) the corporation has opted out of this
provision. The Company has not opted out of this provision.

Under the CGCL, there is no comparable provision. However, the CGCL does provide
that, except where the fairness of the terms and conditions of the transaction
has been approved by the California Commissioner of Corporations and except in a
"short-form" merger (the merger of a parent corporation with a subsidiary in
which the parent owns at least 90% of the outstanding shares of each class of
the subsidiary's stock), if the surviving corporation or its parent corporation
owns, directly or indirectly, shares of the target corporation representing more
than 50% of the voting power of the target corporation prior to the merger, the
nonredeemable common stock of a target corporation may be converted only into
nonredeemable common stock of the surviving corporation or its parent
corporation, unless all of the shareholders of the class consent. The effect of
this provision is to prohibit a cash-out merger of minority shareholders, except
where the majority shareholders already own 90% or more of the voting power of
the target corporation and could, therefore, effect a short-form merger to
accomplish such a cash-out of minority shareholders.

ELECTION OF BOARD OF DIRECTORS

Under the DGCL and the CGCL, directors are elected by a plurality of the votes
of the shares present in person or represented by proxy at a meeting and
entitled to vote on the election of directors.

The Blake Articles do not provide for a classified board of directors.

FILLING VACANCIES ON THE BOARD OF DIRECTORS

52
<PAGE>

Pursuant to the CGCL, the Blake Articles and the Blake Bylaws, any vacancies on
the board of directors of Blake Printing, other than vacancies caused by the
removal of a director by vote of the shareholders, may be filled until the next
succeeding annual election by the vote of a majority of the directors then in
office.

CUMULATIVE VOTING

The Company Certificate provides for cumulative voting in elections of
directors. Each holder of shares of stock is, upon giving of proper notice of an
intention to cumulate votes, entitled to a number of votes equal to the number
of votes which (except for such provision as to cumulative voting) such holder
would be entitled to cast for the election of directors with respect to such
holder's shares multiplied by the number of directors to be elected by such
holder, and such holder may cast all of such votes for a single director or may
distribute them among the number to be voted for, or for any two or more of them
as such holder may see fit. The Blake Bylaws provide that all shareholders may
cumulate votes in an election of directors so long as one shareholder gives
proper notice of the intention to do so.

The foregoing discussion of certain similarities and material differences
between the rights of Company stockholders and the rights of Blake Printing
shareholders under the respective Certificate and Articles of Incorporation and
Bylaws of the Company and Blake Printing is only a summary of certain provisions
and does not purport to be a complete description of such similarities and
differences, and is qualified in its entirety by reference to the CGCL and the
DGCL, the common law thereunder and the full text of the Certificate or Articles
of Incorporation and Bylaws of each of the Company and Blake Printing.

53
<PAGE>
DIVIDEND POLICY

The Company intends to retain any future earnings to finance the expansion of
its business and for general corporate purposes and, therefore, does not
anticipate paying any cash dividends on its Common Stock in the foreseeable
future. Furthermore, the terms of the Facility may prohibit the Company from
paying dividends on the Common Stock. See "Use of Proceeds." As a holding
company, the ability of the Company to pay dividends to its stockholders will be
dependent on dividends and other payments from the Operating Subsidiaries. Any
payment of dividends in the future will be at the discretion of the Board of
Directors and will depend upon, among other things, the Company's earnings,
financial condition, capital requirements, level of indebtedness, other
contractual restrictions with respect to the payment of dividends and other
relevant factors.

54
<PAGE>
CAPITALIZATION

The following table sets forth at June 30, 1997 the combined capitalization of
FirstPak, Inc., Wisconsin Label, St. Louis Litho, CalOptical and Blake Printing
and the capitalization of the Company on a pro forma basis assuming an initial
offering price of $14 to reflect (i) the Acquisitions, including the issuance to
the Sellers of 6,072,012 shares of Common Stock (at an average fair value of
$10.01 per share) and 220,000 shares of Series A Preferred Stock (at a fair
value of $42.91 per share), and the effect of the "reverse acquisition" for
accounting purposes by Wisconsin Label of FirstPak, Inc. and the other Operating
Subsidiaries, and (ii) the sale of the 3,928,571 shares of Common Stock by the
Company in connection with the Offering (at an assumed initial public offering
price of $14 per share) and application of the net proceeds to the Company
therefrom. See "Selected Pro Forma Combined Financial Data" and the Pro Forma
Combined Financial Statements included elsewhere in this Prospectus.

<TABLE>
<CAPTION>
------------------------
JUNE 30, 1997
DOLLARS IN THOUSANDS COMBINED PRO FORMA
----------- -----------
<S> <C> <C>
Short-term debt, notes payable and long-term debt, current maturities $ 9,722 $ 62
----------- -----------
----------- -----------
Long-term debt, excluding current maturities $ 34,523 $ 55
Redeemable Preferred Stock - 9,440
Warrants with put option 2,240 -
Stockholders' Equity (1)(2):
Preferred Stock - -
Common Stock 314 12
Additional paid-in capital 5,728 94,593
Unamortized stock based compensation (114) -
Retained earnings (deficit) (3) 15,212 (7,084)
----------- -----------
Total stockholders' equity 21,140 87,521
----------- -----------
Total capitalization $ 57,903 $ 97,016
----------- -----------
----------- -----------
</TABLE>

- ------------------------

(1) At June 30, 1997, the stockholders' equity of the predecessor of FirstPak,
Inc. was comprised of Common Stock, $.01 par value, 100 shares authorized, 25
issued and outstanding. FirstPak, Inc.'s total capitalization at June 30, 1997
was $413,000 deficit ($2,000 for Common Stock and additional paid in capital and
$415,000 deficit retained earnings).

(2) Pro Forma Stockholders' Equity is comprised of Preferred Stock, $.001 par
value, 10,000,000 shares authorized, 220,000 issued and outstanding, and Common
Stock, $.001 par value, 100,000,000 shares authorized, 11,111,250 shares issued
and outstanding. Excludes (a) 50,000 shares of Common Stock issuable upon
exercise of options granted to an officer of FirstPak, Inc. at an exercise price
of $5.35 per share prior to this Offering, (b) 522,143 shares of Common Stock
issuable pursuant to the Company's 1997 Stock Plan (the "1997 Stock Plan") upon
exercise of options to be granted to certain officers, directors, employees and
consultants of the Company at a weighted average exercise price of $7.39 per
share concurrently with the consummation of this Offering, and (c) an additional
1,477,857 shares of Common Stock reserved for issuance pursuant to the 1997
Stock Plan, of which options to purchase 342,857 shares of Common Stock at an
exercise price equal to the initial public offering price will be issued to
certain officers and employees of the Operating Subsidiaries concurrently with
consummation of the Offering. Also excludes options to purchase an aggregate of
909,193 shares of Common Stock at a weighted average exercise price of $2.27 per
share to be granted to or exchanged with certain Sellers in connection with the
Acquisitions. See "Formation of the Company - The Acquisitions," "Certain
Relationships and Related Party Transactions - The Acquisitions" and "Management
- - 1997 Stock Plan."

(3) Pro forma retained earnings (deficit) includes $20.8 million ($24.3
million, pre-tax) expense for stock based compensation to be recorded in the
Company's statement of income in the period the Offering is consummated.

55
<PAGE>
SELECTED PRO FORMA COMBINED FINANCIAL DATA

The following unaudited pro forma combined financial data give effect to the
issuance of Common Stock and Series A Preferred Stock to the Sellers upon
consummation of the Acquisitions and the issuance of Common Stock to the public
upon the closing of the Offering at an assumed initial public offering price of
$14 per share and the application of the net proceeds to the Company therefrom.
Upon consummation of the Acquisitions, the former stockholders of Wisconsin
Label will, as a group, own approximately 48.6% of the Company's Common Stock
and control approximately 50.2% of the Company's voting interests. As such
Common Stock ownership and voting interests will exceed (i) the separate Company
ownership and voting interests of the former stockholder groups for St. Louis
Litho, CalOptical, or Blake Printing, or (ii) the FirstPak stockholders'
carryover ownership and voting interests just prior to the consummation of the
Acquisitions, the Acquisitions will occur simultaneously with the closing of the
Offering and will be accounted for as a "reverse acquisition" by Wisconsin Label
as the accounting acquirer using the purchase method of accounting. As a result,
the Company's consolidated financial statements for periods prior to the
consummation of the Acquisitions prepared for comparative purposes subsequent to
the consummation of Acquisitions will be the historical consolidated financial
statements of Wisconsin Label with certain amounts within "Stockholders' Equity"
restated to reflect the impact of FirstPak's acquisition of Wisconsin Label. The
unaudited selected pro forma combined financial data are based on the historical
financial statements of FirstPak, Inc. and the Operating Subsidiaries included
elsewhere in this Prospectus (except for St. Louis Litho for the six months
ended June 30, 1996 and the year ended December 31, 1996, which are discussed in
Note 2 to the Notes to Pro Forma Combined Financial Statements) and the
estimates and assumptions set forth below and in the Pro Forma combined
Financial Statements. See the Pro Forma Combined Financial Statements and
related notes thereto included elsewhere in this Prospectus.

The unaudited pro forma combined balance sheet gives effect to the Acquisitions
and the Offering as if they had occurred on June 30, 1997. The unaudited pro
forma combined statements of income give effect to the Acquisitions and the
Offering as if they had occurred on January 1, 1996.

The unaudited pro forma combined financial data presented herein are not
necessarily indicative of (i) the results or financial position the Company
would have experienced had such events occurred on the dates indicated or (ii)
the future operating results or financial position of the Company and should not
be construed as representative of future operating results or financial
position. The unaudited pro forma combined financial data should be read in
conjunction with the Pro Forma Combined Financial Statements and notes thereto
as well as the historical financial statements and notes thereto of FirstPak,
Inc. and each of the Operating Subsidiaries included elsewhere in this
Prospectus.

56
<PAGE>

<TABLE>
<CAPTION>
------------------------------------------------------------------
YEAR ENDED
DECEMBER SIX MONTHS ENDED JUNE 30,
31, ------------------------------------------
IN THOUSANDS, EXCEPT PER SHARE DATA 1996 % 1996 % 1997 %
----------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
PRO FORMA COMBINED STATEMENTS OF INCOME
DATA:
Sales.................................... $ 142,784 100.0% $ 72,620 100.0% $ 74,300 100.0%
Cost of sales............................ 104,663 73.3 53,120 73.1 54,122 72.8
----------- --------- --------- --------- --------- ---------
Gross profit............................. 38,121 26.7 19,500 26.9 20,178 27.2
Operating expenses....................... 30,620 21.5 15,156 21.0 16,205 21.8
----------- --------- --------- --------- --------- ---------
Operating income......................... 7,501 5.2 4,344 5.9 3,973 5.4
Interest income.......................... 258 0.2 139 0.2 36 -
Interest expense......................... (271) (0.2) (136) (0.2) (136) (0.2)
Other income (expense) net............... 547 0.4 200 0.3 639 0.9
----------- --------- --------- --------- --------- ---------
Income before income taxes and minority
interest................................ 8,035 5.6 4,547 6.2 4,512 6.1
Provision for income taxes............... 3,485 2.4 1,996 2.7 1,800 2.4
----------- --------- --------- --------- --------- ---------
Income before minority interest.......... 4,550 3.2 2,551 3.5 2,712 3.7
Minority interest........................ (92) (0.1) (58) (0.1) (43) (0.1)
----------- --------- --------- --------- --------- ---------
Net income............................... $ 4,458 3.1% $ 2,493 3.4% $ 2,669 3.6%
----------- --------- --------- --------- --------- ---------
----------- --------- --------- --------- --------- ---------
Pro forma net income per share........... $ 0.37 $ 0.21 $ 0.22
----------- --------- ---------
----------- --------- ---------
Shares used in computing pro forma net
income per share (1).................... 12,150 12,150 12,150

IN THOUSANDS
OTHER DATA:
Pro forma combined cash flows provided by
(used in):
Operating activities................. $ 7,603 - $ 4,102 - $ 4,505 -
Investing activities................. (4,955) - (3,824) - (3,684) -
Financing activities................. (198) - - - (291) -
Pro forma combined EBITDA (2)............ 13,014 - 7,091 - 7,580 -
</TABLE>

<TABLE>
<CAPTION>
----------------
AT JUNE 30, 1997
----------------
<S> <C>
PRO FORMA COMBINED BALANCE SHEET DATA:
Cash and cash equivalents.................................................. $ 2,902
Working capital............................................................ 26,087
Goodwill................................................................... 30,798
Total assets............................................................... 114,284
Long-term debt and capital lease obligations, excluding current
maturities................................................................ 55
Redeemable preferred stock................................................. 9,440
Stockholders' equity....................................................... 87,521
</TABLE>

- ------------------------

FOOTNOTES ON FOLLOWING PAGE

57
<PAGE>
- ------------------------
(1) Computed on the basis described in Note 6 of Notes to Pro Forma Combined
Financial Statements.

(2) EBITDA represents operating income before depreciation, amortization and
stock based compensation minus or plus, on a pre-tax basis, any earnings or
losses, as applicable, attributable to minority interests and plus or minus any
income or losses, as applicable, from joint ventures. EBITDA is used by the
Company for the purpose of analyzing its operating performance, leverage and
liquidity. Such data are not a measure of financial performance under generally
accepted accounting principles and should not be considered as an alternative to
net income as an indicator of the Company's operating performance or as an
alternative to cash flows as a measure of liquidity. EBITDA information is
included herein because management believes that investors find it to be a
useful tool to assess the operations of a business without considering the
impact of financing and tax consequences that vary depending on the capital
structure and tax position of individual companies. EBITDA excludes significant
expenses, such as depreciation, amortization, interest and income taxes, which
are significant components in understanding the Company's financial performance.
These factors should be considered in evaluating EBITDA and trends in EBITDA.
Additionally, EBITDA as measured by the Company may not be comparable to
similarly titled measures of other companies.

58
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF PRO FORMA FINANCIAL CONDITION
AND PRO FORMA RESULTS OF OPERATIONS

THE FOLLOWING DISCUSSION SHOULD BE READ IN CONJUNCTION WITH THE SELECTED PRO
FORMA COMBINED FINANCIAL DATA OF THE COMPANY AND THE PRO FORMA COMBINED
FINANCIAL STATEMENTS AND RELATED NOTES THERETO APPEARING ELSEWHERE IN THIS
PROSPECTUS.

The Company's sales are derived primarily from the production of pressure
sensitive and glue-applied labels and specialty rigid packaging. The Company has
achieved significant growth in recent years through internal growth,
acquisitions and strategic equity investments. The combined sales of the
Operating Subsidiaries have grown from $103.4 million in 1994 to $142.8 million
in 1996. See "Selected Financial Data of the Operating Subsidiaries."

The Company's cost of sales consist primarily of materials, such as paper, inks,
dies and plate material, direct and indirect labor associated with the
manufacturing process, freight, manufacturing overhead, depreciation and
insurance. Gross profit of the Operating Subsidiaries as a percentage of sales
has fluctuated during the period 1994 to 1996 primarily due to customer and
product mix. In addition, the fixed and variable indirect overhead costs of the
Operating Subsidiaries have fluctuated in recent years due to internal growth
which has had an impact on overall margins. Although the Operating Subsidiaries
have been able to pass on most of their direct material price increases to
customers, there can be no assurance that they will be able to continue to do so
in the future. The Company expects to experience continued cost of sales
fluctuations as a percentage of sales.

The Company has entered into agreements to acquire the Operating Subsidiaries
simultaneously with the consummation of the sale of the Common Stock offered
hereby. The Operating Subsidiaries have historically operated independently. The
Acquisitions and the Offering may present opportunities to reduce costs through
economies of scale, particularly in obtaining greater volume discounts from
suppliers, as well as maximization of plant utilization. However, the
Acquisitions and the Offering may also necessitate additional costs and
expenditures for corporate management and administration, corporate expenses
related to being a public company, systems integration and facilities expansion.
These various costs and possible cost-savings may make comparison of future
operating results with historical results difficult.

PRO FORMA RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 1997 COMPARED
TO THE SIX MONTHS ENDED JUNE 30, 1996

SALES. Sales increased $1.7 million, or 2.3%, to $74.3 million in the six
months ended June 30, 1997 from $72.6 million in the six months ended June 30,
1996. Despite increased sales to new and existing customers, primarily in the
eyewear packaging products market, sales increased only slightly due to a
reduction in sales, as discussed below, to Dittler Brothers.

In the six months ended June 30, 1996, the Company had sales of $5.5 million to
Dittler Brothers related to a special promotional label project. Dittler
Brothers initially intended to conduct the project through its joint venture
with the Company. See "Business." However, due to start-up delays, the joint
venture did not become fully operational until late 1996. Excluding the special
promotional sales program in 1996, sales increased $7.2 million or 10.7%
primarily due to sales to existing customers. The terms of the joint venture
provide that projects such as the special promotional project conducted in the
six months ended June 30, 1996 will be performed through the joint venture and
accordingly the earnings related to such projects in the future will be recorded
as "other income." The Company had pre tax earnings of $259,000 from the joint
venture in the six months ended June 30, 1997. See "Business" and "Management's
Discussion and Analysis of Financial Condition and Results of Operations of the
Operating Subsidiaries" for Wisconsin Label and St. Louis Litho.

COST OF SALES. Cost of sales increased $1.0 million, or 1.9%, to $54.1 million
in the six months ended June 30, 1997 from $53.1 million in the six months ended
June 30, 1996. As a percentage of sales, cost of sales decreased to 72.8% in the
six months ended June 30, 1997 from 73.1% in the six months ended June 30, 1996.
The decrease in cost of sales as a percentage of sales was due primarily to
changes in product mix as well as the nonrecurrence in the six months ended June
30, 1997 of the Dittler Brothers special promotional label project in

59
<PAGE>

the six months ended June 30, 1996 discussed above which had relatively more
expensive material content. The decrease in cost of sales as a percentage of
sales was offset in part by sales to lower-margin customers in the six months
ended June 30, 1997.

OPERATING EXPENSES. Operating expenses increased $1.0 million, or 6.9%, to
$16.2 million in the six months ended June 30, 1997 from $15.2 million in the
six months ended June 30, 1996 due to increased marketing costs, stock based
compensation and costs associated with the start-up of an equipment sales,
servicing and programming division in the third quarter of 1996. As a percentage
of sales, operating expenses increased in the six months ended June 30, 1997 to
21.8% from 21.0% in the six months ended June 30, 1996.

INTEREST EXPENSE. The Company intends to use the proceeds from the Offering to
pay off substantially all indebtedness of the Operating Subsidiaries.
Consequently, on a pro forma basis, interest expense reflects amortization of
the new Facility fee and related annual committment fees and interest expense
for capital leases.

OTHER INCOME (EXPENSE) NET. Net other income increased $439,000 to $639,000 in
the six months ended June 30, 1997. This increase was due primarily to Dittler
Brothers equity income and joint venture income discussed above in the six
months ended June 30, 1997. See "- Sales."

INCOME TAXES. The effective tax rate for the six months ended June 30, 1997
decreased to 39.9% from 43.9% for the six months ended June 30, 1996 principally
due to the utilization of net operating losses in the six months ended June 30,
1997 by a majority subsidiary not previously consolidated for tax purposes.

INCOME BEFORE MINORITY INTEREST. Income before minority interest increased
$161,000, or 6.3%, to $2.7 million, for the six months ended June 30, 1997 from
$2.6 million for the six months ended June 30, 1996. As a percentage of sales,
income before minority interest increased to 3.7% for the six months ended June
30, 1997 from 3.5% for the six months ended June 30, 1996.

NET INCOME. Net income increased $176,000, or 7.1%, to $2.7 million for the six
months ended June 30, 1997 from $2.5 million for the six months ended June 30,
1996. As a percentage of sales, net income increased to 3.6% for the six months
ended June 30, 1997 from 3.4% for the six months ended June 30, 1996.

LIQUIDITY AND CAPITAL RESOURCES

A substantial portion of the proceeds from the Offering will be used to repay
substantially all of the Company's existing short-term and long-term debt. As of
June 30, 1997, the Company had cash and cash equivalents (on a pro forma basis)
of approximately $2.9 million. Although there can be no assurances, the Company
expects to fund its future cash requirements from funds generated from
operations, from funds available under the Facility or from other sources. See
"Risk Factors - Possible Need for Additional Financing; Potential Inability to
Finance Redemption of Series A Preferred Stock." The Company has received a
commitment letter from The Chase Manhattan Bank pursuant to which Chase has
agreed, subject to certain conditions, to provide the Company with a senior
revolving credit facility in the amount of $80.0 million. Up to $60.0 million of
the Facility may be used for acquisitions by the Company. The remaining $20.0
million is for working capital purposes. Borrowings under the working capital
Facility will be limited to certain percentages of eligible accounts receivable
and inventory. Borrowings under the Facility will be secured by the capital
stock of the Operating Subsidiaries, and the Operating Subsidiaries will be
required to guarantee the repayment of amounts outstanding under the Facility.
The Facility will contain covenants requiring the Company to maintain certain
financial ratios and to meet certain financial tests, including minimum interest
coverage, maximum leverage and maximum capital expenditures. In addition, the
consent of the lenders may be required for acquisitions. The obligation of Chase
to provide the Facility is subject to consummation of the Acquisitions and the
Offering and to certain other closing conditions. There can be no assurance that
these conditions will be satisfied. If the Company were unable to obtain the
Facility for any reason, the Company would be required to seek financing for
working capital and acquisitions from other sources. There can be no assurance
that alternative financing would be available to the Company on acceptable terms
or at all.

The Company's capital expenditures for the twelve months ended December 31, 1996
and six months ended June 30, 1996 and 1997 were $4.3 million, $3.5 million and
$3.3 million, respectively, primarily for machinery, office equipment and
computers, building additions and facility upgrades. The Company believes that
the level of

60
<PAGE>
capital expenditures during these periods was consistent with its internal
growth strategy and expects a similar level of capital expenditures for
machinery and equipment for the foreseeable future. The Company believes that
funds generated from operations, together with the proceeds from the Offering
and the Facility will be sufficient to finance its current operations, and
planned capital expenditure requirements at least through 1998. To the extent
the Company is successful in consummating acquisitions, it may be necessary to
finance such acquisitions through additional borrowings or the issuance of
additional debt or equity securities.

In connection with the acquisition of Wisconsin Label, FirstPak, Inc. will issue
to the stockholders of Wisconsin Label 220,000 shares of Series A Preferred
Stock. The Series A Preferred Stock will be redeemable for $11 million upon (i)
a sale, merger or other business combination of DB Acquisition Corp., the parent
of Dittler Brothers, or of Dittler Brothers for cash and/or publicly traded
securities, (ii) the date that is six months after the closing of a firm
commitment underwritten public offering of DB Acquisition Corp. common stock
that represents not less than 20% of the outstanding capital stock of DB
Acquisition Corp. and results in aggregate gross proceeds to DB Acquisition
Corp. in excess of $15 million, (iii) the exercise of certain put or call
options attached to Wisconsin Label's interest in DB Acquisition Corp., the
exercise of which, in certain circumstances, must (a) be with respect to not
less than 75% of the shares of DB Acquisition Corp. owned by Wisconsin Label and
the receipt of funds (in any amount) due to the Company upon such exercise or
(b) cause the Company to receive not less than $6 million in the aggregate
pursuant to such exercise, (iv) the sale by the Company of (a) not less than 75%
of the shares of DB Acquisition Corp. owned by Wisconsin Label that results in
the receipt of funds (in any amount) by the Company upon such sale or (b) all or
any part of its equity interest in DB Acquisition Corp. pursuant to which the
Company receives not less than $6 million, or (v) the dissolution, liquidation
or winding-up of Dittler Brothers. The redemption of the Series A Preferred
Stock may be triggered by events which do not generate cash proceeds to the
Company or which may generate cash proceeds less than the redemption price of
$11 million. In the event the Company does not have cash from operating
activities available to meet its obligations under the terms of the Series A
Preferred Stock, the Company would be required to seek third-party sources of
financing to meet such obligations. There can be no assurance that such
third-party sources of financing, if required, will be available on acceptable
terms, if at all. See "Risk Factors - Possible Need for Additional Financing;
Potential Inability to Finance Redemption of Sources of Preferred Stock,"
"Certain Relationships and Related Party Transactions - Certain Transactions of
the Operating Subsidiaries - Wisconsin Label" and "Description of Capital Stock
- - Preferred Stock."

POTENTIAL FLUCTUATIONS IN QUARTERLY OPERATING RESULTS

The Company may in the future experience significant quarterly fluctuations in
sales, operating income and cash flows as a result of certain factors, including
the volume and timing of customer orders received during the quarter, the timing
and magnitude of customers' marketing campaigns, the loss of a major customer,
the availability and pricing of materials for the Company products, increased
selling, general and administrative expenses incurred in connection with
acquisitions or the introduction of new products, the costs and timing of any
future acquisitions, the timing and magnitude of capital expenditures, and
changes in the Company's product mix or in the relative contribution to sales of
the various Operating Subsidiaries. Due to the foregoing factors, it is possible
that in some future quarter the Company's operating results may be below the
expectations of public market analysts and investors. In such event, the price
of the Company's Common Stock would likely be materially and adversely affected.

The Operating Subsidiaries generally do not enter into long-term sales contracts
with their customers requiring them to make purchases. The Operating
Subsidiaries' sales are generally evidenced by a purchase order and
documentation limited to a specific sale. As a result, a customer from whom one
of the Operating Subsidiaries generates substantial revenue in one period may
not be a substantial source of revenue in a subsequent period. In addition,
customers of the Operating Subsidiaries generally have the right to terminate
their relationships without penalty and on little or no notice. In the absence
of such long-term contracts, there can be no assurance that current customers
will continue to purchase products from any of the Operating Subsidiaries, and
thus there can be no assurance that the Company will be able to maintain a
consistent level of sales. As a result, the Company may in the future experience
significant quarterly fluctuations in sales, operating income and cash flows.

61
<PAGE>

The Company will incur a nonrecurring, non-cash stock based compensation charge
to earnings of $24.3 million (based on an assumed initial public Offering price
of $14 per share, resulting in a reduction in net income of $20.8 million after
tax, or $1.71 per share) in the fiscal quarter in which the Offering is
consummated consisting of (i) a charge of $15.5 million related to 1,110,667
shares of Common Stock issued to the founders of FirstPak, Inc. prior to the
consummation of the Acquisitions, (ii) a charge of $5.4 million for options to
purchase 515,577 shares of Common Stock of the Company at an exercise price of
$3.50 per share granted to certain stockholders of Wisconsin Label upon
consummation of the Acquisitions and (iii) a charge of $3.4 million related to
the grant of options to purchase 332,143 shares of Common Stock of the Company
at a weighted average exercise price of $3.92 per share granted to certain
officers and directors of the Company upon consummation of the Offering. Of the
$24.3 million charge, $15.5 million will not be deductible by the Company for
U.S. federal income tax purposes.

62
<PAGE>
SELECTED FINANCIAL DATA OF THE OPERATING SUBSIDIARIES

THE SELECTED FINANCIAL DATA OF THE OPERATING SUBSIDIARIES SET FORTH BELOW ARE
DERIVED IN PART FROM THE MORE DETAILED FINANCIAL STATEMENTS AND NOTES OF THE
INDIVIDUAL OPERATING SUBSIDIARIES INCLUDED ELSEWHERE IN THIS PROSPECTUS, AND IN
PART FROM THE DETAILED FINANCIAL STATEMENTS AND UNDERLYING ACCOUNTING RECORDS OF
THE OPERATING SUBSIDIARIES NOT INCLUDED HEREIN, AS FOLLOWS:

WISCONSIN LABEL. With respect to the selected financial data of Wisconsin
Label, (i) the balance sheet data and statements of income data as of December
31, 1995 and 1996 and for the years ended December 31, 1994, 1995 and 1996 have
been derived from the audited consolidated financial statements included
elsewhere herein, (ii) the balance sheet data and statements of income data as
of June 30, 1997 and for the six months ended June 30, 1996 and 1997 have been
derived from the unaudited consolidated financial statements included elsewhere
herein, and (iii) the balance sheet data and statements of income data as of
December 31, 1992, 1993 and 1994 and for the years ended December 31, 1992 and
1993 have been derived from the unaudited consolidated financial statements not
included herein.

ST. LOUIS LITHO. With respect to the selected financial data of St. Louis
Litho, (i) the balance sheet data and statements of income data as of December
31, 1995 (predecessor company) and 1996 (successor company) and for the years
ended December 31, 1994 and 1995 (predecessor company) have been derived from
the audited financial statements included elsewhere herein, (ii) the balance
sheet data and statements of income data as of June 30, 1997 (successor company)
and for the six months ended June 30, 1997 (successor company) have been derived
from the unaudited financial statements included elsewhere herein, (iii) the
statements of income data for the year ended December 31, 1996 (pro forma) and
six months ended June 30, 1996 (pro forma) have been derived from the unaudited
pro forma statements of operations included elsewhere herein, and (iv) the
balance sheet data and statements of income data as of December 31, 1992, 1993,
and 1994 and for the years ended December 31, 1992 and 1993 have been derived
from unaudited financial statements not included herein.

CALOPTICAL. With respect to the selected financial data of CalOptical, (i) the
balance sheet data and statements of income data as of December 31, 1995 and
1996 and for the years ended December 31, 1994, 1995 and 1996 have been derived
from the audited consolidated financial statements included elsewhere herein,
(ii) the balance sheet data and statements of income data as of June 30, 1997
and for the six months ended June 30, 1996 and 1997 have been derived from the
unaudited consolidated financial statements included elsewhere herein, and (iii)
the balance sheet data and statements of income data as of December 31, 1992,
1993 and 1994 and for the years ended December 31, 1992 and 1993 have been
derived from the unaudited consolidated financial statements not included
herein.

BLAKE PRINTING. With respect to the selected financial data of Blake Printing,
(i) the balance sheet data and statements of income data as of December 31, 1995
and December 29, 1996 and for the years ended January 1, 1995, December 31, 1995
and December 29, 1996 have been derived from the audited financial statements
included elsewhere herein, (ii) the balance sheet data and statements of income
data as of June 29, 1997 and for the six months ended June 30, 1996 and June 29,
1997 have been derived from the unaudited financial statements included
elsewhere herein, and (iii) the balance sheet data and statements of income data
as of January 3, 1993, January 2, 1994, and January 1, 1995 and for the years
ended January 3, 1993 and January 2, 1994 have been derived from unaudited
financial statements not included herein. The financial statements of Blake
Printing and Publishing, Inc. presented herein are prepared on a 52/53 week
convention with the fiscal year ending on the Sunday closest to December 31. The
operations for years ended January 1, 1995, December 31, 1995 and December 29,
1996 each include 52 weeks, and the operations for the six months ended June 30,
1996 and June 29, 1997 each include 26 weeks. For convenience, the fiscal year
end and six month period end of Blake Printing & Publishing, Inc. in this
Prospectus are indicated as ending on the last day of the applicable calendar
year or six month period.

In the opinion of the Company, the unaudited financial statements of the
Operating Subsidiaries reflect all adjustments, consisting only of normal
recurring adjustments, necessary for a fair presentation of the financial
position and results of operations of the Operating Subsidiaries for the periods
indicated in accordance with generally accepted accounting principles. The
selected financial data of the Operating Subsidiaries for periods less than a
year are not necessarily indicative of the results to be expected for a full
year. The selected financial data for each Operating Subsidiary should be read
in conjunction with its financial statements and related notes referred to above
and included elsewhere herein and with its section in the "Management's
Discussion and Analysis of Financial Condition and Results of Operations of the
Operating Subsidiaries."

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<PAGE>

<TABLE>
<CAPTION>
---------------------------------------------------------------------------
SIX MONTHS
ENDED
YEARS ENDED DECEMBER 31, JUNE 30,
1992 1993 1994 1995 1996 1996 1997
--------- --------- --------- --------- --------- --------- ---------
IN THOUSANDS
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENTS OF INCOME DATA:
WISCONSIN LABEL
Sales $ 37,921 $ 47,043 $ 57,175 $ 70,852 $ 93,914 $ 47,898 $ 46,919
Gross profit 8,739 10,887 13,538 16,821 22,170 11,082 10,968
Operating income 2,309 2,880 4,127 4,736 6,278 3,104 2,685
Income before income
taxes and minority
interest 1,793 2,400 3,204 4,358 5,533 2,699 2,551
Net income 1,058 1,358 1,590 2,259 3,055 1,426 1,656

ST. LOUIS LITHO (1)
Sales $ 19,813 $ 22,124 $ 23,867 $ 22,873 $ 20,304 $ 10,434 $ 11,215
Gross profit 5,498 6,089 6,962 5,628 5,151 2,673 3,083
Operating income 3,310 3,880 4,679 3,188 2,133 1,286 1,445
Income before income
taxes 3,309 3,798 4,679 3,059 269 354 522
Net income 1,935 2,223 2,734 1,716 77 170 267

CALOPTICAL(2)
Sales $ 8,261 $ 9,315 $ 11,248 $ 13,775 $ 15,664 $ 7,427 $ 8,982
Gross profit 3,300 3,420 4,261 4,947 5,711 2,688 3,288
Operating income
(loss) 574 (8) 690 781 961 386 567
Income (loss) before
income taxes 457 (497) 228 324 529 149 430
Net income (loss) 282 (364) 156 166 298 71 240

BLAKE PRINTING (3)
Sales $ 10,171 $ 9,836 $ 10,663 $ 11,139 $ 12,362 $ 6,586 $ 6,894
Gross profit 2,916 3,389 3,600 4,220 4,839 2,927 2,692
Operating income
(loss) (20) 357 289 559 937 972 680
Income (loss) from
continuing operations
before income taxes (113) 163 67 257 687 867 532
Net income (48) 191 59 183 459 514 319
</TABLE>

- ------------------------

(1) Selected financial data for St. Louis Litho for the years ended December
31, 1992, 1993, 1994 and 1995 represent data for the predecessor of St. Louis
Litho. In May 1996, St. Louis Litho was acquired in the MBO. The pro forma
selected financial information for the year ended December 31, 1996 and the six
months ended June 30, 1996 assumes the acquisition of St. Louis Litho as of
January 1, 1996. Accordingly, operating expenses for the year ended December 31,
1996 and the six months ended June 30, 1996 have been increased by $155,000 (for
goodwill amortization of $89,000, stock based compensation of $16,000 and
management fees of $50,000) and interest expense for the year ended December 31,
1996 and the six months ended June 30, 1996 has been increased by $777,000,
representing the estimated amounts of these items for the period January 1, 1996
through May 31, 1996.

(2) In October 1992, CalOptical acquired the business of COL. Selected
financial data for 1992 represents the combined results of operations of COL for
the ten months ended October 31, 1992 (without pro forma adjustments) and
CalOptical for the two months ended December 31, 1992.

(3) Selected financial data for Blake Printing for 1992 and 1993 reflect the
following adjustments to the unaudited financial statements of the Company: (i)
operating results and the gain from sale of a division have been reclassified to
"income (loss) from discontinued operations" and accordingly are not reflected
in sales, gross

64
<PAGE>
profit, operating income or income from continuing operations before income
taxes noted above; and (ii) in 1993 the Company elected to convert from a S
Corporation to a C Corporation for income tax purposes. The 1992 and 1993
statements of income data include pro forma adjustments to reflect income taxes
as if the Company had been a C Corporation as of January 1, 1992.

<TABLE>
<CAPTION>
----------------------------------------------------------------
AT
AT DECEMBER 31, JUNE 30,
IN THOUSANDS 1992 1993 1994 1995 1996 1997
--------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
WISCONSIN LABEL
Cash and cash equivalents $ (307) $ 517 $ 188 $ 100 $ 703 $ 1,158
Working capital 2,610 2,781 5,529 4,454 4,839 9,055
Goodwill 243 213 - - - -
Total assets 17,292 21,544 26,519 40,742 46,187 48,628
Long-term debt, excluding current
maturities 5,085 5,569 7,737 10,169 9,216 14,421
Stockholders' equity 5,262 6,162 7,571 10,831 14,020 15,676

ST. LOUIS LITHO (1)
Cash and cash equivalents $ - $ - $ - $ 1 $ 1 $ 1
Working capital 3,694 3,831 4,388 3,183 3,243 2,998
Goodwill 378 363 348 337 8,517 8,410
Total assets 15,262 16,146 18,047 17,763 25,221 25,519
Long-term debt, excluding current
maturities - - - - 16,741 15,878
Stockholders' equity 14,504 12,527 15,261 15,277 2,925 3,211

CALOPTICAL
Cash and cash equivalents $ 230 $ 1 $ 26 $ 151 $ 1 $ 1
Working capital 1,480 1,101 1,398 1,480 1,750 2,069
Goodwill 1,110 1,016 928 827 726 675
Total assets 5,903 5,603 5,631 6,241 6,226 6,671
Long-term debt, excluding current
maturities 3,397 3,166 2,620 2,040 1,546 1,289
Warrants with put option 341 597 814 1,299 1,885 2,240
Stockholders' equity 725 171 280 217 185 483

BLAKE PRINTING (2)
Cash and cash equivalents $ 5 $ 142 $ 11 $ 9 $ 44 $ 109
Working capital (183) 213 (126) (142) (385) 1,051
Goodwill 18 17 17 16 16 16
Total assets 4,684 4,326 4,338 5,446 6,458 7,222
Long-term debt, excluding current
maturities 1,031 1,112 1,204 1,366 2,273 2,935
Stockholders' equity 1,072 1,263 1,322 1,505 1,864 2,183
</TABLE>

- ------------------------

(1) Balance sheet data for St. Louis Litho at December 1, 1992, 1993, 1994 and
1995 represent data for the predecessor of St. Louis Litho.

(2) In 1993 Blake Printing elected to convert from a S Corporation to a C
Corporation for income tax purposes. Selected balance sheet financial data for
Blake Printing for 1992 reflect a proforma adjustment to Shareholders Equity to
reflect the effect of income taxes as if the Company had been a C Corporation as
of January 1, 1993.

65
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF THE OPERATING SUBSIDIARIES

THE FOLLOWING DISCUSSION SHOULD BE READ IN CONJUNCTION WITH THE SELECTED
FINANCIAL DATA OF THE OPERATING SUBSIDIARIES AND THE FINANCIAL STATEMENTS AND
RELATED NOTES THERETO OF THE OPERATING SUBSIDIARIES APPEARING ELSEWHERE IN THIS
PROSPECTUS.

WISCONSIN LABEL

OVERVIEW

Wisconsin Label produces pressure sensitive labels and materials for use in a
variety of consumer products, food packaging, direct mail and industrial
applications. A majority of Wisconsin Label's sales are to customers in the
food, direct mail, distribution, and consumer durables markets. Wisconsin
Label's products include premium packaging, promotional packaging and materials,
folded cartons and custom material constructions, coupons, mailers and product
catalogs.

From January 1, 1994 through December 31, 1996, Wisconsin Label's sales have
grown at an average annual compound growth rate of 28.2%, primarily as a result
of internal growth and, to a lesser extent, acquisitions. Internal growth has
resulted from both new customers and expansion of new business from existing
customers. The Company believes that its ability to grow internally has been the
result of a high level of customer service and the ability to provide innovative
solutions to its customers' packaging needs.

The cost of the Company's principal raw material, pressure sensitive label
stock, is correlated to changes in pulp pricing. Pulp prices have fluctuated in
recent years and increased significantly in 1995. The Company manages changes in
raw material costs through close management of pricing of customer jobs.
Although Wisconsin Label has historically passed through raw material price
increases to its customers, there can be no assurance that it will be able to do
so in the future. While Wisconsin Label has generally experienced relatively
stable operating margins on an annual basis, operating margins have fluctuated,
and may in the future fluctuate on a quarterly basis, as a result of the timing
of significant orders, investment in sales and marketing efforts and the
introduction of new technologies and product offerings.

On August 1, 1995, Wisconsin Label acquired Voxcom, Inc. ("Voxcom"), a specialty
coater, converter and printer of pressure sensitive labels and tapes located in
the southeastern United States, for stock, cash and assumption of liabilities
totaling $3.1 million. The acquisition was accounted under the purchase method
of accounting. Voxcom's sales increased by $8.8 million, or 96.0%, to $18.0
million in calendar year 1996 from $9.2 million in calendar year 1995 (the year
in which Voxcom was acquired). Wisconsin Label has also made minority equity
investments in other printing enterprises to provide strategic opportunities
within the marketplace.

Wisconsin Label owns a 20% equity interest in DB Acquisition Corp., the parent
of Dittler Brothers, a commercial printer servicing the airline, hospitality,
governmental, gaming, retail and commercial printing markets. Wisconsin Label
has also entered into a joint venture with Dittler Brothers, pursuant to which
Wisconsin Label and Dittler Brothers have agreed to jointly undertake certain
specialty printing business and to share equally in any profits and losses. In
fiscal 1996, sales to Dittler Brothers accounted for approximately 7% of the
overall sales of Wisconsin Label. See "Certain Relationship, and Related Party
Transactions - Certain Transactions Involving the Operating Subsidiaries."

66
<PAGE>
RESULTS OF OPERATIONS

The following table sets forth selected financial data and data as a percentage
of sales for the periods indicated.

<TABLE>
<CAPTION>
-------------------------------------------------
YEARS ENDED DECEMBER 31,
DOLLARS IN THOUSANDS 1994 % 1995 % 1996 %
-------- ----- -------- ----- -------- -----
<S> <C> <C> <C> <C> <C> <C>
Sales $ 57,175 100.0% $ 70,852 100.0% $ 93,914 100.0%
Cost of sales 43,637 76.3 54,031 76.3 71,744 76.4
-------- ----- -------- ----- -------- -----
Gross profit 13,538 23.7 16,821 23.7 22,170 23.6
Operating expenses 9,411 16.5 12,085 17.0 15,892 16.9
-------- ----- -------- ----- -------- -----
Operating income 4,127 7.2 4,736 6.7 6,278 6.7
Interest expense 681 1.2 1,262 1.8 1,451 1.6
Other income (expense) net (242) (0.4) 884 1.2 706 0.8
-------- ----- -------- ----- -------- -----
Income before income taxes
and minority interest 3,204 5.6 4,358 6.2 5,533 5.9
Provision for income taxes 1,561 2.7 2,025 2.9 2,400 2.5
Minority interest (53) (0.1) (74) (0.1) (78) (0.1)
-------- ----- -------- ----- -------- -----
Net income $ 1,590 2.8 $ 2,259 3.2 $ 3,055 3.3
-------- ----- -------- ----- -------- -----
-------- ----- -------- ----- -------- -----
Net cash provided by (used in):
Operating activities $ (319) - $ (272) - $ 3,261 -
Investing activities (2,331) - (6,456) - (4,203) -
Financing activities 2,321 - 6,640 - 1,545 -

EBITDA 5,292 - 6,336 - 7,822 -

SIX MONTHS ENDED JUNE 30,
DOLLARS IN THOUSANDS 1996 % 1997 %
-------- ----- -------- -----
<S> <C> <C> <C> <C>
Sales $ 47,898 100.0% $ 46,919 100.0%
Cost of sales 36,816 76.9 35,951 76.6
-------- ----- -------- -----
Gross profit 11,082 23.1 10,968 23.4
Operating expenses 7,978 16.6 8,283 17.7
-------- ----- -------- -----
Operating income 3,104 6.5 2,685 5.7
Interest expense 739 1.6 724 1.6
Other income (expense) net 334 0.7 590 1.3
-------- ----- -------- -----
Income before income taxes
and minority interest 2,699 5.6 2,551 5.4
Provision for income taxes 1,215 2.5 852 1.8
Minority interest (58) (0.1) (43) (0.1)
-------- ----- -------- -----
Net income $ 1,426 3.0 $ 1,656 3.5
-------- ----- -------- -----
-------- ----- -------- -----
Net cash provided by (used in):
Operating activities $ 2,057 - $ 1,096 -
Investing activities (2,817) - (3,023) -
Financing activities 660 - 2,382 -
EBITDA 3,772 - 3,812 -
</TABLE>

SIX MONTHS ENDED JUNE 30, 1997 COMPARED TO SIX MONTHS ENDED JUNE 30, 1996

SALES. Sales decreased $979,000, or 2.0%, to $46.9 million in the six months
ended June 30, 1997 from $47.9 million in the six months ended June 30, 1996. In
the first six months of 1996, Wisconsin Label had sales of $5.5 million from
Dittler Brothers related to a special promotional project. Dittler Brothers
initially intended to conduct the project through its joint venture with
Wisconsin Label. See "Business." However, due to start-up delays, the joint
venture did not become fully operational until late 1996. The terms of the joint
venture provide that projects such as the special promotional project conducted
in the first quarter of 1996 will be performed through the joint venture and
accordingly the earnings related to such projects will be recorded as "other
income." Wisconsin Label had equity income of $259,000 from the joint venture in
the first six months of 1997. Excluding the special promotional sales program in
1996, sales increased $4.5 million or 10.7% primarily due to increased sales
volumes to existing customers.

COST OF SALES. Cost of sales consists primarily of base material, dies, plate
material, labor directly related to the printing process, freight, manufacturing
overhead, depreciation and insurance. Cost of sales decreased $865,000, or 2.3%,
to $36.0 million in the six months ended June 30, 1997 from $36.8 million in the
six months ended June 30, 1996. As a percentage of sales, cost of sales
decreased to 76.6% in the six months ended June 30, 1997 from 76.9% in the
comparable period in the previous year. The decrease in cost of sales resulted
primarily from the nonrecurrence in the first quarter of 1997 of the Dittler
Brothers' special promotional label project that ran during the first six months
of 1996 and had a relatively more expensive material content and, to a lesser
extent, from an increase in sales of higher margin products and increases in
plant efficiencies. The decrease in cost of sales as a percentage of sales for
the six months ended June 30, 1997 was primarily due to changes in product mix
and a slight reduction in customer rebates.

OPERATING EXPENSES. Operating expenses consist of selling, general and
administrative expenses, amortization of goodwill and stock based compensation
expense. Selling expenses are predominantly commissions, trade show expenses,
travel expenses and expenses related to customer service personnel who manage
the manufacturing process. Administration expense is comprised of corporate
management, pension, information systems, office supply, telephone, legal and
auditing expenses. Operating expenses increased $305,000, or 3.8%, to $8.3
million in the six months ended June 30, 1997 from $8.0 million in the six
months ended June 30, 1996 due to costs

67
<PAGE>

associated with the start-up of an equipment sales, servicing and programming
division which commenced in the third quarter of 1996, and increased marketing
efforts related to trade shows, acquisition of mailing lists and the hiring of a
marketing director.

INTEREST EXPENSE. Interest expense decreased $15,000, or 2.0%, to $724,000 in
the six months ended June 30, 1997 from $739,000 in the six months ended June
30, 1996 as a result of lower interest rates in the six months ended June 30,
1997.

OTHER INCOME (EXPENSE) - NET. Other income (expense) is the net of interest
income, gain or loss on the sale of fixed assets, and equity income or loss from
equity investments. Other income increased $256,000 to $590,000 in the six
months ended June 30, 1997 from $334,000 in the six months ended June 30, 1996.
This increase resulted from a decrease in income from Wisconsin Label's equity
investment in Dittler Brothers of $96,000 and a $547,000 increase in income from
the joint venture with Dittler Brothers in the six months ended June 30, 1997.
This increase was partially offset by losses associated with the investment
which will be spun off to the shareholders of Wisconsin Label prior to the
consummation of the Offering.

INCOME TAXES. Wisconsin Label's effective income tax rate was 33.4% in the six
months ended June 30, 1997 compared to 45.0% in the six months ended June 30,
1996 due to the utilization of net operating losses ("NOLs") in the six months
ended June 30, 1997 by a majority-owned subsidiary not previously consolidated
for tax purposes. The NOLs are only available to reduce current income generated
by the subsidiary because the NOLs were generated prior to the subsidiary being
consolidated for tax purposes.

NET INCOME. Net income increased $230,000, or 16.1%, to $1,656,000 in the six
months ended June 30, 1997 from $1,426,000 in the six months ended June 30,
1996. As a percentage of sales, net income increased to 3.5% in the six months
ended June 30, 1997 from 3.0% in the comparable period in 1996.

1996 COMPARED TO 1995

SALES. Sales increased $23.1 million, or 32.5%, to $93.9 million in 1996 from
$70.9 million in 1995. This increase in sales was the result of increased sales
volume from existing customers of approximately $16.0 million and the inclusion
of the results of Voxcom for the full year 1996 compared to five months of 1995.
Voxcom's sales increased $13.7 million, or 318.6%, to $18.0 million in the 12
months ended December 31, 1996 compared to $4.3 million in the five months ended
December 31, 1995 (five month's operating results).

COST OF SALES. Cost of sales increased $17.7 million, or 32.8%, to $71.7
million in 1996 from $54.0 million in 1995, in line with the increase in sales.
As a percentage of sales, cost of sales remained stable at 76.4% in 1996
compared to 76.3% the previous year. The Company has been able to maintain
relatively stable gross margins on an annual basis through the management of
costs and its ability to pass on raw material cost increases to its customers.

OPERATING EXPENSES. Operating expenses increased $3.8 million, or 31.5%, to
$15.9 million in 1996 from $12.1 million in 1995 as the result of increased
sales, as well as the added administrative costs associated with Voxcom and the
addition of sales personnel. As a percentage of sales, operating expenses
decreased to 16.9% in 1996 from 17.0% in 1995.

INTEREST EXPENSE. Interest expense increased $189,000, or 15.0%, to $1.5
million in 1996 from $1.3 million in 1995. Additional working capital and
capital expenditures increased the need for additional debt which increased
interest expense. The increase in interest expense in 1996 was partially offset
by lower interest rates.

OTHER INCOME (EXPENSE) - NET. Other income (expense) decreased to $706,000 in
1996 from $884,000 in 1995 as the result of a gain on the sale of fixed assets
realized in 1995 of $244,000 offset by an increase in income from equity
investments of $108,000.

INCOME TAXES. Wisconsin Label's effective income tax rate was 43.4% in 1996
compared to 46.5% in 1995. The reduction in the tax rate was primarily the
result of a decreased proportion of overall taxable income by a subsidiary which
incurred a loss but was not consolidated for tax purposes.

NET INCOME. Net income increased $796,000, or 35.2%, to $3.1 million in 1996
from $2.3 million in 1995. As a percentage of sales, net income increased to
3.3% in 1996 from 3.2% in 1995.

68
<PAGE>
1995 COMPARED TO 1994

SALES. Sales increased $13.7 million, or 23.9%, to $70.9 million in 1995 from
$57.2 million in 1994. This increase in sales was the result of increased sales
volume from existing customers and the inclusion of the results of Voxcom for
five months of 1995.

COST OF SALES. Cost of sales increased $10.4 million, or 23.8%, to $54.0
million in 1995 from $43.6 million in 1994. As a percentage of sales, cost of
sales remained constant at 76.3% in 1995 and 1994.

OPERATING EXPENSES. Operating expenses increased $2.7 million, or 28.4%, to
$12.1 million in 1995 from $9.4 million in 1994 as a result of the added
administrative costs associated with Voxcom and the addition of sales personnel
to support increased sales. As a percentage of sales, operating expenses
increased to 17.0% in 1995 from 16.5% in 1994.

INTEREST EXPENSE. Interest expense increased $581,000, or 85.3%, to $1.3
million in 1995 from $681,000 in 1994 as a result of additional indebtedness
incurred in 1995 for working capital and capital expenditures.

OTHER INCOME (EXPENSE) - NET. Other income (expense) - net was $884,000 income
- - net in fiscal 1995 compared to $242,000 expense - net in fiscal 1994 as the
result of equity income of $400,000 in 1995 compared to a nominal equity loss in
1994 and a gain on sale of fixed assets of $300,000 in 1995.

INCOME TAXES. Wisconsin Label's effective income tax rate was 46.5% in 1995
compared to 48.7% in 1994. The reduction in the tax rate was primarily the
result of a decreased proportion of overall taxable income by a subsidiary which
incurred a loss but was not consolidated for tax purposes.

NET INCOME. Net income increased by $669,000, or 42.1%, to $2.3 million in 1995
from $1.6 million in 1994. As a percentage of sales, net income increased to
3.2% in 1995 from 2.8% the previous year.

LIQUIDITY AND CAPITAL RESOURCES

The Company has funded its working capital requirements and capital expenditures
(including acquisitions) from net cash provided by operating activities,
borrowings under its bank credit facilities and other indebtedness. The Company
maintains a line of credit and revolving credit facilities for an aggregate of
$22.0 million of borrowing capacity of which $18.6 million was outstanding at
June 30, 1997. At June 30, 1997, Wisconsin Label had additional outstanding
borrowings of $2.8 million. The following table sets forth selected information
from Wisconsin Label's statements of cash flows for the periods indicated.

<TABLE>
<CAPTION>
-----------------------------------------------------
SIX MONTHS
YEARS ENDED DECEMBER 31, ENDED JUNE 30,
IN THOUSANDS 1994 1995 1996 1996 1997
--------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
Net cash provided by (used in) operating activities $ (319) $ (272) $ 3,261 $ 2,057 $ 1,096
Net cash used in investment activities (2,331) (6,456) (4,203) (2,817) (3,023)
Net cash provided by financing activities 2,321 6,640 1,545 660 2,382
</TABLE>

Net cash provided by operating activities, along with net cash provided by
financing activities was used to support capital expenditures of $2.4 million
and $2.5 million in the first six months of 1997 and 1996, respectively. Net
cash provided by operating activities, in the six months ended June 30, 1997 and
the six months ended June 30, 1996 was $1.1 million and $2.1 million,
respectively. Net cash provided by financing activities, in the six months ended
June 30, 1997 and the six months ended June 30, 1996 was $2.4 million and
$660,000, respectively

Net cash provided by operating activities in 1996 was $3.3 million, which
reduced the need for borrowing to support investing activities which are
primarily capital expenditures. In 1995, net cash used in operating activities
resulted from increases in accounts receivable, inventories and prepaid expenses
and other current assets.

Wisconsin Label's capital expenditures aggregated $3.6 million in fiscal 1996.
These expenditures were primarily for machinery and equipment, building
additions, and office equipment primarily used in the art department. The
building addition was for warehouse space to replace existing warehouse space
which was converted to manufacturing facilities to accommodate new machinery and
equipment. Also, in 1996, the Company invested

69
<PAGE>

approximately $634,000 in its joint venture with Dittler Brothers. In 1995,
capital expenditures were $2.8 million primarily for machinery and equipment,
and a building addition. In 1995, Wisconsin Label also made a direct equity
investment in Dittler Brothers of $3.3 million. The Company's capital
expenditures for 1994 were $2.2 million, primarily for building additions and
remodeling, and machinery and equipment.

For the six months ended June 30, 1997 capital expenditures, principally for
machinery and equipment, were $2.4 million and investment for the Dittler
Brothers joint venture was $470,000 compared to $2.5 million and $350,000,
respectively, for the six months ended June 30, 1996.

Since 1994, Wisconsin Label has renegotiated loans annually to accommodate the
growth of its business and reflect market interest rates. Net cash provided by
financing activities in 1996 was $1.5 million which was used to fund capital
expenditures. In 1995, net cash provided by financing activities was $6.6
million which was primarily used to fund investing activities. In 1995, the
purchase of Voxcom and other equity investments amounted to $3.6 million,
capital expenditures were $2.8 million and the balance was used to fund
operating activities. In 1994, net cash provided by financing activities was
$2.3 million and was used primarily for capital expenditures.

ST. LOUIS LITHO

OVERVIEW

St. Louis Litho was founded in 1921 and specializes in the production of high
quality, foil-laminated and metallized labels and wraps for use in the liquor,
trading card, candy and cigar industries.

Sales to the liquor industry represented 81% of sales in 1996. The domestic
liquor market is mature and has experienced a slight decline in sales over the
past 10 years, according to the Distilled Spirits Council of the United States.
While the overall liquor market has declined, a number of premium brands have
experienced growth in sales, some of which are customers of St. Louis Litho.
Partially in response to declining domestic sales, St. Louis Litho has begun to
develop export markets through the use of international brokers. St. Louis Litho
has a customer base that has been relatively stable for a number of years. In
some cases, these customers have been customers of St. Louis Litho for more than
40 years. In 1996, St. Louis Litho's 10 largest customers accounted for
approximately 52% of total sales.

St. Louis Litho's trading card business represented 8.4% of sales in 1996. St.
Louis Litho specializes in hot stamping and embossing for the trading card
market and generally operates as a subcontractor to other trading card printing
vendors who provide printing and coating services to the trading card customer.
Substantially all of the trading card sales of St. Louis Litho are to vendors
who supply Fleer Corp. and Pinnacle Trading Card Company, Inc., leading printers
and coaters of sports trading cards. Prior to November 1996, St. Louis Litho was
contractually committed to work with a trading card printing vendor selected by
its former parent company, Grand Metropolitan. St. Louis Litho terminated its
relationship with this vendor in November 1996 because of the vendor's default
on certain amounts due to St. Louis Litho and the vendor's loss of Fleer Corp.
as a customer. St. Louis Litho is now working with a new primary printing
vendor, Constable-Hodgins Printing Company, Inc. As a result, St. Louis Litho
has re-established its relationship with Fleer Corp., a leading printer and
coater of sports trading cards. The overall sports card market incurred
significant declines in 1995 and 1996 due primarily to work stoppages in
baseball and hockey and due to the saturation of the trading card market by card
producers. St. Louis Litho believes that sales in the sports card industry have
stabilized.

Sales of candy box wrappers to Russell Stover Candies, Inc. represented 5.7% of
the sales of St. Louis Litho in 1996, compared to 5.4% in 1995. Sales of premium
cigar box wrappers represented 2.7% of sales in 1996, compared to 1.4% in 1995.
St. Louis Litho currently provides cigar box wrappers to General Cigar Company,
the largest premium cigar company in the United States.

St. Louis Litho was acquired by Pet in 1969. In February 1995, Grand
Metropolitan acquired Pet, and the Company became an indirect wholly-owned
subsidiary of Grand Metropolitan. In early 1995, Grand Metropolitan announced
its intention to sell St. Louis Litho together with another specialty printing
division of Grand Metropolitan. In May 1996, 16 months after Grand Metropolitan
announced that St. Louis Litho was for sale, St. Louis Litho was acquired from
Grand Metropolitan in a merger transaction by a financial investor, certain

70
<PAGE>
officers and employees and an investment partnership affiliated with Menke
Titolo for $20.3 million. See Note 2 of Notes to financial statements of St.
Louis Litho. St. Louis Litho did not incur significant management or employee
turnover as a result of the sale. Subsequent to its sale, St. Louis Litho has
incurred additional administrative costs, such as management fees, outside audit
and legal fees, and banking and payroll processing charges. In addition St.
Louis Litho has incurred a significant increase in interest expense and
amortization expense attributable to the buyout.

While St. Louis Litho has generally experienced relatively stable operating
margins on an annual basis, operating margins have fluctuated, and may fluctuate
in the future on a quarterly basis as a result of the ordering patterns,
production demands and marketing decisions of its customers. St. Louis Litho
experiences a modest amount of seasonality in the liquor label business,
primarily related to bottling schedules of its customers. Typically, St. Louis
Litho's sales and operating income are lowest in the fourth quarter of each
calendar year.

RESULTS OF OPERATIONS

The following table sets forth selected financial data and data as a percentage
of sales of St. Louis Litho for the periods indicated. The pro forma selected
financial information for the year ended December 31, 1996 and the six months
ended June 30, 1996 assumes the acquisition of St. Louis Litho as of January 1,
1996. Accordingly, operating expenses for the year ended December 31, 1996 and
the six months ended June 30, 1996 have been increased by $777,000 of interest
expense, $89,000 of goodwill amortization expense, $16,000 of stock-based
compensation expense and $50,000 of management fees representing the estimated
amounts of these items for the period January 1, 1996 through May 31, 1996.

<TABLE>
<CAPTION>
-------------------------------------------------
YEARS ENDED DECEMBER 31,
PREDECESSOR PRO FORMA
-------------------------------- ---------------
IN THOUSANDS 1994 % 1995 % 1996 %
-------- ----- -------- ----- -------- -----
<S> <C> <C> <C> <C> <C> <C>
Sales $ 23,867 100.0% $ 22,873 100.0% $ 20,304 100.0%
Cost of sales 16,905 70.8 17,245 75.4 15,153 74.6
-------- ----- -------- ----- -------- -----
Gross profit 6,962 29.2 5,628 24.6 5,151 25.4
Operating expenses 2,283 9.6 2,440 10.7 3,018 14.9
-------- ----- -------- ----- -------- -----
Operating income 4,679 19.6 3,188 13.9 2,133 10.5
Interest expense - - - - 1,864 9.2
Other income (expense) net - - (129) (0.5) - -
-------- ----- -------- ----- -------- -----
Income before income taxes 4,679 19.6 3,059 13.4 269 1.3
Provision for income taxes 1,945 8.2 1,343 5.9 192 0.9
-------- ----- -------- ----- -------- -----
Net income (loss) $ 2,734 11.4 $ 1,716 7.5 $ 77 0.4
-------- ----- -------- ----- -------- -----
-------- ----- -------- ----- -------- -----
Net cash provided by (used in):
Operating activities $ 2,412 - $ 2,388 - $ 335 -
Investing activities (2,412) - (688) - (11) -
Financing activities - - (1,700) - (324) -

EBITDA 5,528 -- 4,043 -- 3,275 --

SIX MONTHS ENDED JUNE 30,
PRO FORMA SUCCESSOR
--------------- ---------------
IN THOUSANDS 1996 % 1997 %
-------- ----- -------- -----
<S> <C> <C> <C> <C>
Sales $ 10,434 100.0% $ 11,215 100.0%
Cost of sales 7,761 74.4 8,132 72.5
-------- ----- -------- -----
Gross profit 2,673 25.6 3,083 27.5
Operating expenses 1,387 13.3 1,638 14.6
-------- ----- -------- -----
Operating income 1,286 12.3 1,445 12.9
Interest expense 932 8.9 923 8.2
Other income (expense) net -- -- -- --
-------- ----- -------- -----
Income before income taxes 354 3.4 522 4.7
Provision for income taxes 184 1.8 255 2.3
-------- ----- -------- -----
Net income (loss) $ 170 1.6 $ 267 2.4
-------- ----- -------- -----
-------- ----- -------- -----
Net cash provided by (used in):
Operating activities $ 341 - $ 1,034 -
Investing activities (11) - (233) -
Financing activities (330) - (801) -
EBITDA 1,938 -- 2,070 --
</TABLE>

SIX MONTHS ENDED JUNE 30, 1997 COMPARED TO PRO FORMA SIX MONTHS ENDED JUNE 30,
1996

SALES. Sales increased $781,000 or 7.5%, to $11.2 million in the first six
months of 1997 from $10.4 million in the first six months of 1996 primarily due
to increased liquor label sales into the international market, comprised
primarily of sales to customers in the Russian market through a U.S.
distributor. There was also a significant increase in sales of box candy
wrappers associated with a customer's expansion into the Australian market in
1997. These sales increases were partially offset by decreased sales in the
domestic liquor label market primarily due to a reduction in the inventory
requirements of several large customers in the first six months of 1997 as
compared to the prior year. There was little change in the trading card market.
As a result, the growth in the international business more than offset the
decline experienced in the domestic liquor business.

COST OF SALES. Cost of sales consists of direct labor, raw materials, plant
overhead and depreciation on equipment. Cost of sales increased $371,000, or
4.8%, to $8.1 million for the six months ended June 30, 1997

71
<PAGE>

compared to $7.8 million in the six months ended June 30, 1996. As a percentage
of sales, cost of sales decreased from 74.4% in 1996 to 72.5% for the 1997
period. The decrease in cost of sales as a percentage of sales is due primarily
to the impact of fixed manufacturing overhead costs and increasing sales.

OPERATING EXPENSES. Operating expenses consist of selling, general and
administrative expenses, amortization of goodwill and stock based compensation
expenses. Selling expenses consist of salaries, incentive payments, travel and
benefit expenses. Administrative expenses include general management salaries
and benefits, management fees, travel, audit fees, legal expenses, 401(k)
expenses, data processing costs and payroll processing costs. Operating expenses
increased $251,000, or 18.1%, to $1.6 million in the first six months of 1997
from $1.4 million in the comparable period in 1996 as a result of added costs,
including higher salaries, employee benefits and legal expenses as well as
audit, bank and payroll processing charges related to operating as a stand alone
business in 1997.

INTEREST EXPENSE. Interest expense is due to indebtedness incurred in
connection with the acquisition in May 1996. Interest expense decreased $9,000,
or 1%, to $923,000 in the six months ended June 30, 1997 from $932,000 in the
six months ended June 30, 1996. The pro forma adjustment to the six months ended
June 30, 1996 totals $777,000 and represents the estimated interest for the
period had the MBO taken place on January 1, 1996. The decrease of $9,000 is due
to the reduction of total indebtedness during the six months ended June 30, 1997
as compared to same period in 1996.

INCOME TAXES. St. Louis Litho's effective income tax rate was 48.9% in the six
months ended June 30, 1997 compared to 52.0% for the six months ended June 30,
1996. These effective tax rates exceed St. Louis Litho's marginal combined
federal and state rate of 40% due primarily to the non-deductibility of goodwill
for tax purposes.

NET INCOME. Net income increased $97,000, or 57.1% to $267,000 in the six
months ended June 30, 1997 from $170,000 in the six months ended June 30, 1996.
As a percentage of sales, net income increased to 2.4% in the six months ended
June 30, 1997 from 1.6% in the comparable period in 1996.

PRO FORMA 1996 COMPARED TO 1995

SALES. Sales declined $2.6 million, or 11.2%, to $20.3 million in 1996 from
$22.9 million in 1995 primarily as a result of a decline in St. Louis Litho's
trading card business and, to a lesser extent, a decline in the liquor label
business. The decline in trading card business was attributable to player
strikes in the professional baseball and hockey leagues that occurred in 1995
resulting in significantly reduced demand for sports collectibles, including
sports trading cards. In addition, in 1996, a major customer of St. Louis
Litho's trading card business was purchased by another sports trading card
company which changed certain product specifications and required St. Louis
Litho to re-qualify its trading card business. Finally, in the second half of
1996, St. Louis Litho's former trading card printing vendor lost a major sports
trading card account. St. Louis Litho believes that the decline in the liquor
label business in 1996 was primarily due to the transition of ownership which
was finalized in May 1996 and which caused many customers to defer label orders.

COST OF SALES. Cost of sales decreased by $2.0 million, or 12.0%, to $15.2
million in 1996 from $17.2 million in 1995. As a percentage of sales, cost of
sales decreased to 74.6% in 1996 from 75.4% in 1995. The decrease in cost of
sales was primarily due to reduced sales volume and lower raw material cost as a
result of the implementation of a sheeting operation in 1996 which allowed the
Company to begin producing its own label stock.

OPERATING EXPENSES. Operating expenses increased $578,000, or 23.7%, from $2.4
million in 1995 to $3.0 million in 1996. This increase is primarily due to
increases in administrative and employee benefit expenses. In addition, St.
Louis incurred an expense of $258,000 in 1996 in connection with the default on
amounts due to St. Louis Litho by its former trading card printing vendor. These
expenses were offset in part by decreases in depreciation expense and incentive
compensation in 1996. Pro forma amortization expenses increased $214,000 in 1996
as a result of the amortization of goodwill arising from the acquisition in May
1996.

INTEREST EXPENSE. Interest expense increased to $1.9 million in 1996 primarily
due to indebtedness incurred as a result of the acquisition in May 1996.

72
<PAGE>
INCOME TAXES. St. Louis Litho's effective income tax rate was 71.4% in 1996
compared to 43.9% in 1995. In 1996, St. Louis Litho's effective tax rate
exceeded its marginal combined federal and state rate of 40% due primarily to
the fact that amortization of goodwill incurred in connection with the
acquisition was not deductible for tax purposes.

NET INCOME. Net income was $77,000 in 1996 compared to net income of $1.7
million in 1995. As a percentage of sales, net income decreased to 0.4% in 1996
from 7.5% in 1995.

1995 COMPARED TO 1994

SALES. Sales decreased $994,000, or 4.2%, to $22.9 million in 1995 compared to
$23.9 million in 1994, primarily due to a decline in liquor label sales in 1995
after the announcement by Grand Metropolitan of its intention to sell St. Louis
Litho. 1995 sales were also negatively impacted compared to 1994 due to product
introductions by two major customers in 1994 that did not recur in 1995. Sales
of sports trading cards also declined in 1995 primarily due to the player
strikes in the professional baseball and hockey leagues that occurred in 1995
and the resulting decline in sales of sports collectibles, including sports
trading cards, and the saturation of the sports card market.

COST OF SALES. Cost of sales increased $340,000, or 2.0%, to $17.2 million in
1995 from $16.9 million in 1994. As a percentage of sales, cost of sales
increased to 75.4% in 1995 from 70.8% in 1994. This increase was primarily due
to higher direct labor and raw material costs associated with jobs produced in
1995 and to lower average selling prices on trading card jobs, as a result of
more competitive pricing in the marketplace in 1995.

OPERATING EXPENSES. Operating expenses increased $157,000, or 6.9%, to $2.4
million in 1995 from $2.3 million primarily related to higher employee benefit
cost. The higher benefit costs were the result of the change in ownership when
Pet was acquired by Grand Metropolitan in February 1995 as Grand Metropolitan
billed a higher cost to St. Louis Litho for employee benefit programs.

OTHER INCOME (EXPENSE) - NET. Other income (expense) - net included a $219,000
net expense for obsolete assets in connection with the sale of Pet to Grand
Metropolitan in February 1995, offset by $90,000 in interest income received
from Grand Metropolitan.

INCOME TAXES. Prior to the acquisition of St. Louis Litho in May 1996, income
taxes were allocated to St. Louis Litho by Pet. The effective income tax rates
for such allocations were 41.6% in 1994 and 43.9% in 1995.

NET INCOME. Net income decreased $1.0 million, or 37.2%, to $1.7 million in
1995 from $2.7 million in 1994. As a percentage of sales, net income decreased
to 7.5% in 1995 from 11.4% in 1994.

LIQUIDITY AND CAPITAL RESOURCES

The following table sets forth selected information from St. Louis Litho's
statement of cash flows for the periods indicated.

<TABLE>
<CAPTION>
----------------------------------------------------------------------------
TWELVE MONTHS ENDED PERIOD FROM
PERIOD FROM JUNE 1, 1996
DECEMBER 31, JANUARY 1, THROUGH ONE MONTH SIX MONTHS
PREDECESSOR 1996 THROUGH DECEMBER 31, ENDED JUNE ENDED JUNE
-------------------- MAY 31, 1996 1996 30, 1996 30, 1997
1994 1995 PREDECESSOR SUCCESSOR SUCCESSOR SUCCESSOR
--------- --------- -------------- ------------- ---------- -----------
IN THOUSANDS
<S> <C> <C> <C> <C> <C> <C>
Net cash provided by (used in)
operating activities $ 2,412 $ 2,388 $ 28 $ (373) $ (367) $ 1,034
Net cash used in investment
activities (2,412) (688) (28) (20,493) (20,493) (233)
Net cash provided by (used in)
financing activities - (1,700) - 20,866 20,866 (801)
</TABLE>

St. Louis Litho's principal source of liquidity historically has been cash flow
from operating activities. St. Louis Litho generated sufficient cash for the
years 1994, 1995 and five months ended May 31, 1996 to acquire $3.2 million in
equipment and transfer the remaining $2.7 million in cash as well as pay a $1.7
million cash dividend to its parent company.

73
<PAGE>
In connection with the acquisition of St. Louis Litho for $20.3 million in May,
1996, St. Louis Litho incurred approximately $18.1 million of indebtedness, of
which all of the remaining $17.5 million principal and accrued interest
outstanding (plus certain prepayment fees) will be repaid from the net proceeds
of this Offering. See "Use of Proceeds." Subsequent to the acquisition in May
1996, St. Louis Litho has paid $1.5 million in interest on indebtedness and
$750,000 in repayments of principal on long-term debt.

In the six months ended June 30, 1997, cash generated from operations amounted
to $1,034,000 and was used for capital additions in the amount of $233,000 and
to pay down the debt of $801,000.

CALOPTICAL

OVERVIEW

CalOptical manufactures and distributes specialized rigid eyewear packaging,
including decorative and highly functional eyeglass and sunglass cases and
accessories.

CalOptical sells its products to more than 15,000 independent opticians,
optometrists and opthamologists, national optical chains, retail chains, HMOs
and other non-optical customers. CalOptical's two largest customers accounted
for approximately 26% and 11% of CalOptical's sales in the year ended December
31, 1996 and 19% and 12% of sales in the six months ended June 30, 1997. See
"Risk Factors - Dependence on Key Customers; Absence of Long-Term Contracts with
Customers" and "Business - Sales and Marketing."

While CalOptical has generally experienced relatively stable operating margins
on an annual basis, operating margins have fluctuated, and may in the future
fluctuate, on a quarterly basis as a result of product mix and the timing and
number of orders by large customers. In addition, CalOptical generally realizes
lower gross margins from sales to its larger retail customers. However,
management believes that it can realize higher operating margins as a result of
the spreading of certain fixed expenses over increased sales to these customers.
CalOptical experiences a modest amount of seasonality leading to lower sales and
operating income, primarily related to the larger number of holidays, in the
fourth calendar quarter.

In 1992, CalOptical granted performance based stock options to Larry Nathanson,
its president and chief executive officer. Compensation expense with respect to
such options is recognized as the options vest upon attainment of certain
performance criteria. No additional options will vest after June 1997.
Accordingly, CalOptical will not incur any additional compensation expense
relating to these options after that time.

74
<PAGE>

RESULTS OF OPERATIONS

The following table sets forth selected financial data of CalOptical and data as
a percentage of sales for the periods indicated.

<TABLE>
<S> <C> <C> <C> <C> <C> <C>
------------------------------------------------------------

<CAPTION>
YEARS ENDED DECEMBER 31,
IN THOUSANDS 1994 % 1995 % 1996 %
--------- ------ --------- ------ --------- ------
<S> <C> <C> <C> <C> <C> <C>
Sales $ 11,248 100.0% $ 13,775 100.0% $ 15,664 100.0%
Cost of sales 6,987 62.1 8,828 64.1 9,953 63.5
--------- ------ --------- ------ --------- ------
Gross profit 4,261 37.9 4,947 35.9 5,711 36.5
Operating expenses 3,571 31.8 4,166 30.2 4,750 30.4
--------- ------ --------- ------ --------- ------
Operating income 690 6.1 781 5.7 961 6.1
Interest expense 462 4.1 457 3.3 432 2.7
--------- ------ --------- ------ --------- ------
Income before income taxes and
extraordinary item 228 2.0 324 2.4 529 3.4
Provision for income taxes 72 0.6 158 1.2 231 1.5
--------- ------ --------- ------ --------- ------
Income before extraordinary item 156 1.4 166 1.2 298 1.9
Extraordinary item - - - - 58 0.4
--------- ------ --------- ------ --------- ------
Net income 156 1.4 166 1.2 240 1.5
--------- ------ --------- ------ --------- ------
--------- ------ --------- ------ --------- ------
Net cash provided by (used in):
Operating activities $ 817 - $ 427 - $ 1,128 -
Investing activities (114) - (305) - (258) -
Financing activities (678) - 3 - (1,020) -

EBITDA 1,433 - 1,601 - 1,860 -

SIX MONTHS
ENDED
JUNE 30,
IN THOUSANDS 1996 % 1997 %
--------- ------ --------- ------
<S> <C> <C> <C> <C>
Sales $ 7,427 100.0% $ 8,982 100.0%
Cost of sales 4,739 63.8 5,694 63.4
--------- ------ --------- ------
Gross profit 2,688 36.2 3,288 36.6
Operating expenses 2,302 31.0 2,721 30.3
--------- ------ --------- ------
Operating income 386 5.2 567 6.3
Interest expense 237 3.2 137 1.5
--------- ------ --------- ------
Income before income taxes and
extraordinary item 149 2.0 430 4.8
Provision for income taxes 78 1.1 190 2.1
--------- ------ --------- ------
Income before extraordinary item 71 0.9 240 2.7
Extraordinary item - - - -
--------- ------ --------- ------
Net income $ 71 0.9 $ 240 2.7
--------- ------ --------- ------
--------- ------ --------- ------
Net cash provided by (used in):
Operating activities $ 483 - $ 1,047 -
Investing activities (129) - (250) -
Financing activities (504) - (797) -
EBITDA 816 - 1,315 -
</TABLE>

SIX MONTHS ENDED JUNE 30, 1997 COMPARED TO SIX MONTHS ENDED JUNE 30, 1996

SALES. Sales are comprised of gross sales less freight and discounts. Sales
increased $1.6 million, or 20.9%, to $9.0 million in the six months ended June
30, 1997 from $7.4 million in the six months ended June 30, 1996. This increase
was primarily due to sales to new customers and an increase in sales to existing
customers. Sales to CalOptical's two largest customers represented 19% and 12%
of sales in the six months ended June 30, 1997 compared to 27% and 12% of sales
in the six months ended June 30, 1996.

COST OF SALES. Cost of sales includes raw materials, direct labor and materials
and indirect factory and other overhead. Cost of sales increased to $5.7 million
in the six months ended June 30, 1997 compared to $4.7 million in the six months
ended June 30, 1996. As a percentage of sales, cost of sales decreased to 63.4%
in the six months ended June 30, 1997 from 63.8% in the comparable period the
prior year. This percentage decrease was primarily the result of the impact of
fixed overhead costs and increasing sales.

OPERATING EXPENSES. Operating expenses consist of selling, general and
administrative expenses, amortization of goodwill and stock based compensation
expense. Operating expenses increased $419,000, or 18.2%, to $2.7 million in the
six months ended June 30, 1997 from $2.3 million in the six months ended June
30, 1996. As a percentage of sales, operating expenses decreased to 30.3% in the
six months ended June 30, 1997 from 31.0% in the six months ended June 30, 1996
primarily as a result of the impact of certain fixed expenses versus increased
sales. The increase in operating expenses in absolute dollars was primarily the
result of an increase in stock based compensation expense from $137,000 to
$413,000. Compensation expense for stock options is measured as the excess, if
any, of the estimated fair value of the stock underlying the option, at the
measurement date of the vested stock options earned in the period, over the
amount an employee must pay to acquire the stock. Such stock based compensation
expense will terminate upon consummation of the Offering.

INTEREST EXPENSE. Interest expense decreased $100,000, or 42.2%, to $137,000 in
the six months ended June 30, 1997 from $237,000 in the six months ended June
30, 1996 as a result of the refinancing of certain subordinated long-term debt
with a lower interest bank note in September 1996.

75
<PAGE>

INCOME TAXES. CalOptical's effective income tax rate was 44.2% in the six
months ended June 30, 1997 compared to 52.3% in the six months ended June 30,
1996. The reduction in the tax rate was primarily the result of the reduced
effect of non-deductible expenses, primarily related to the amortization of
goodwill, on pre-tax income.

NET INCOME. Net income increased $169,000 to $240,000 in the six months ended
June 30, 1997 from $71,000 in the six months ended June 30, 1996. As a
percentage of sales, net income was 2.7% in the six months ended June 30, 1997
as compared to 0.9% in the six months ended June 30, 1996.

1996 COMPARED 1995

SALES. Sales increased $1.9 million, or 13.7%, to $15.7 million in the year
ended December 31, 1996 from $13.8 million in the year ended December 31, 1995.
The increase was primarily due to the increase in sales to existing customers
and, to a lesser extent, sales to new customers. In October 1995, CalOptical
terminated a distributor that represented 4% of sales for the year ended
December 31, 1995. For the year ended December 31, 1996, direct sales to
customers in the territories previously served by this distributor represented
4% of sales.

COST OF SALES. Cost of sales was $10.0 million in the year ended December 31,
1996 compared to $8.9 million in the previous year. As a percentage of sales,
cost of sales decreased to 63.5% in the year ended December 31, 1996 from 64.1%
in the comparable period of the prior year. This decrease in percentage terms
was the result of a higher proportion of sales to higher margin independent
eyecare professionals.

OPERATING EXPENSES Operating expenses increased $584,000, or 14.0%, to $4.8
million in the year ended December 31, 1996 from $4.2 million in the year ended
December 31, 1995. This increase was primarily the result of audit expenses and
an increase in stock based compensation expense from $256,000 in the year ended
December 31, 1995 to $314,000 for the year ended December 31, 1996, as well as
increased advertising and marketing expenses. As a percentage of sales,
operating expenses increased to 30.4% in the year ended December 31, 1996 from
30.2% in the year ended December 31, 1995.

INTEREST EXPENSE. Interest expense decreased $25,000, or 5.5%, to $432,000 in
the year ended December 31, 1996 from $457,000 in the year ended December 31,
1995 as a result of the refinancing in September 1996 of certain subordinated
long term debt with a lower interest bank note. This resulted in an
extraordinary loss of $96,000 as a result of writing off the remaining debt
issuance costs and unamortized debt discount. See "Extraordinary Item" below.

INCOME TAXES. CalOptical's effective income tax rate was 43.7% in the year
ended December 31, 1996 compared to 48.8% in the year ended December 31, 1995.
The reduction in the tax rate was primarily the result of the reduced effect of
non-deductible expenses, primarily related to the amortization of goodwill, on
pre-tax income.

EXTRAORDINARY ITEM. In September 1996 CalOptical repaid certain subordinated
notes and recorded the extraordinary loss of $58,000 (net of income tax benefit
of $38,000).

NET INCOME. Net income increased $74,000 to $240,000 in the year ended December
31, 1996 from $166,000 in the year ended December 31, 1995. As a percentage of
sales, net income increased to 1.5% in the year ended December 31, 1996 compared
to 1.2% in the comparable period in the prior year. Before extraordinary item,
net income increased $132,000 from $166,000 to $298,000, and as percentage of
sales, net income before extraordinary item increased to 1.9% from 1.2%.

1995 COMPARED 1994

SALES. Sales increased $2.5 million, or 22.5%, to $13.8 million in 1995 from
$11.2 million in 1994. The increase was primarily due to an increase in sales to
existing customers and, to a lesser extent, sales to new customers.

76
<PAGE>

COST OF SALES. Cost of sales increased to $8.8 million for 1995 compared to
$7.0 million for the previous year. As a percentage of sales, cost of sales
decreased to 64.1% in 1995 from 62.1% in 1994. This percentage increase was the
result of lower than average selling prices and a higher percentage of sales to
lower margin customers.

OPERATING EXPENSES Operating expenses increased $595,000, or 16.7%, to $4.2
million in 1995 from $3.6 million in 1994. The increase was primarily the result
of increased stock based compensation expense and increased advertising and
marketing expenses. Also, during 1995 CalOptical wrote off accounts receivable
and incurred legal expenses amounting to $275,000 related to a distributor who
was subsequently terminated. As a percentage of sales, operating expenses
decreased to 30.2% in 1995 from 31.8% in 1994 primarily as a result of the
impact of fixed overhead costs versus increased sales.

INTEREST EXPENSE. Interest expense decreased $5,000, or 1.1%, to $457,000 for
1995 from $462,000 for 1994. During 1995, long-term debt interest expense was
reduced due to principal repayments. Short-term debt expense increased in 1995
due to increased working capital required by growth in sales. Interest rates
remained the same.

INCOME TAXES. CalOptical's effective income tax rate was 48.8% in the year
ended December 31, 1995 compared to 31.6% in the year ended December 31, 1994
due primarily to, in 1994, reversing certain deferred income tax asset valuation
allowances related to prior net operating losses which were utilized in 1994.

NET INCOME. Net Income increased $10,000 to $166,000 in the year ended December
31, 1995 from $156,000 in the year ended December 31, 1994. As a percentage of
sales, net income decreased to 1.2% in 1995 compared to 1.4% in 1994.

LIQUIDITY AND CAPITAL RESOURCES

CalOptical's principal sources of liquidity have been cash flows from operations
and available borrowings under bank line of credit facilities. The following
table sets forth selected information from CalOptical's statements of cash flows
for the periods indicated.

<TABLE>
<CAPTION>
-----------------------------------------------------------
SIX MONTHS ENDED JUNE
YEARS ENDED DECEMBER 31,
30,
IN THOUSANDS 1994 1995 1996 1996 1997
----- ----- --------- ----- ---------
<S> <C> <C> <C> <C> <C>
Net cash provided by operating activities $ 817 $ 427 $ 1,128 $ 483 $ 1,047
Net cash used in investing activities (114) (305) (258) (129) (250)
Net cash provided by (used in) financing activities (678) 3 (1,020) (504) (797)
</TABLE>

From January 1, 1994 through June 30, 1997, CalOptical generated $3.4 million in
cash from operating activities. During this period, $3.9 million of cash was
generated before the impact of changes in operating assets and liabilities, and
$541,000 of cash was used for working capital (excluding cash and current
maturities of long-term debt). Additional working capital changes were
principally related to increases in inventory and increases in accounts
receivable resulting from an increase in sales.

Cash used in investing activities of $927,000 for the above periods was
attributable to equipment, including computer equipment and manufacturing
equipment in 1996, and other capital to support CalOptical's growth, primarily
through purchase of manufacturing and distribution equipment, leasehold
improvements, intellectual property rights, reorganization costs and
expenditures for information technology equipment and software.

Financing activities for the above periods consisted of the following borrowing
activities.

On September 30, 1996, CalOptical entered into an agreement with a bank for a
one-year, $2.5 million revolving line of credit. At June 30, 1997 there was
$193,000 outstanding under the facility. The Company currently expects to repay
amounts outstanding under the facility from proceeds from this Offering. See
"Use of Proceeds."

On September 30, 1996, CalOptical obtained a $730,000 bank term note. This
financing replaced a $730,000 14% subordinated note due October 1997. At June
30, 1997, there was $405,000 outstanding on the note with an annual interest
rate of 9.75%. The Company currently expects to repay amounts outstanding under
the note from proceeds from this Offering. See "Use of Proceeds."

77
<PAGE>

From July 1, 1995 through December 31, 1996, CalOptical financed certain
equipment purchases through term financing agreements. The financing agreements
are secured by the related equipment and other assets of CalOptical. As of June
30, 1997 outstanding obligations under term financing agreements with the
various lending institutions totaled $215,000, with a weighted average interest
rate of 9.75%.

CalOptical has provided for deferred tax assets primarily relating to stock
option compensation. At June 30, 1997, the associated asset was $490,000. This
asset would be realized when the stock options were exercised.

BLAKE PRINTING

OVERVIEW

Blake Printing operates through two divisions, Blake Printery and Poor Richard's
Press. Blake Printery is a specialty label printer, primarily engaged in
providing labels to the domestic wine industry. Blake Printery also provides
certain high end, value-added commercial printing services. Poor Richard's Press
is the commercial printing division of Blake Printing, specializing in the
production of brochures, promotional materials, digital printing and general
business printing. Sales of the Blake Printery division represented
approximately 59.8% of overall sales in fiscal 1996.

Sales by Blake Printing to the wine industry represented approximately 51.5% of
sales in 1996, while Blake Printing's commercial printing business represented
approximately 33.7% of sales. Blake Printing's largest customer accounted for
approximately 11.5% of sales in 1996. See "Risk Factors - Dependence on Key
Customers; Absence of Long-Term Contracts with Customers" and "Business - Sales
and Marketing."

While Blake Printing has generally experienced relatively stable operating
margins on an annual basis, operating margins have fluctuated, and may in the
future fluctuate, on a quarterly basis as a result of the ordering patterns,
production demands and marketing decisions of its customers. Blake Printery
experiences a modest amount of seasonality in its wine label business, primarily
related to bottling schedules of its customers. Poor Richard's Press also
experiences some seasonality primarily related to the holidays of governmental
and educational institutions. Typically, Blake Printing's sales and operating
income are lowest in the fourth quarter of each calendar year.

Blake Printing experiences some fluctuations in the cost of certain of its raw
materials, salaries, employee benefits and other general and administrative
costs. Blake Printing is generally able to offset these increases by modifying
its operations. The ability of Blake Printing to adjust selling prices is
limited by competitive pressures in its market areas.

RESULTS OF OPERATIONS

The following table sets forth selected financial data of Blake Printing and
data as a percentage of sales for the periods indicated.

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------
YEARS ENDED DECEMBER 31, SIX MONTHS ENDED JUNE 30,
IN THOUSANDS 1994 % 1995 % 1996 % 1996 % 1997 %
------- ------- ------- ------- ------- ------- ------- ------- ------ -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Sales $10,663 100.0% $11,139 100.0% $12,362 100.0% $ 6,586 100.0% $6,894 100.0%
Cost of sales 7,063 66.2 6,919 62.1 7,523 60.9 3,659 55.6 4,202 61.0
------- ------- ------- ------- ------- ------- ------- ------- ------ -------
Gross profit 3,600 33.8 4,220 37.9 4,839 39.1 2,927 44.4 2,692 39.0
Operating expenses 3,311 31.0 3,661 32.9 3,902 31.6 1,955 29.7 2,012 29.1
------- ------- ------- ------- ------- ------- ------- ------- ------ -------
Operating income 289 2.7 559 5.0 937 7.6 972 14.7 680 9.9
Interest expense 245 2.3 287 2.6 293 2.4 127 1.9 178 2.6
Other income (expense) net 23 0.2 (15) (0.1) 43 0.4 22 0.3 30 0.4
------- ------- ------- ------- ------- ------- ------- ------- ------ -------
Income before income taxes 67 0.6 257 2.3 687 5.6 867 13.1 532 7.7
Income taxes 8 0.1 74 0.7 228 1.8 353 5.3 213 3.1
------- ------- ------- ------- ------- ------- ------- ------- ------ -------
Net income $ 59 0.6 $ 183 1.6 $ 459 3.7 $ 514 7.8 $ 319 4.6
------- ------- ------- ------- ------- ------- ------- ------- ------ -------
------- ------- ------- ------- ------- ------- ------- ------- ------ -------
Net cash provided by (used in):
Operating activities............ $ 729 - $ 665 - $ 2,022 - $ 1,211 - $ 466 -
Investing activities............ (111) - (410) - (455) - (839) - (178) -
Financing activities............ (749) - (257) - (1,532) - (359) - (223) -

EBITDA 966 - 1,424 - 2,059 - 1,415 - 1,297 -
</TABLE>

78
<PAGE>

SIX MONTHS ENDED JUNE 29, 1997 COMPARED TO SIX MONTHS ENDED JUNE 30, 1996

SALES. Sales increased $308,000, or 4.7%, in the period ended June 29, 1997 to
$6.9 million from $6.6 million in the same period in 1996. The Blake Printery
division increased sales $167,000 or 4.1% to $4.2 million and the Poor Richard's
Press Division increased sales $141,000 or 5.6% to $2.7 million. Blake
Printing's ten largest customers accounted for 37.8% of sales in the first six
months of 1997 compared to 34.5% in the same period in 1996.

COST OF SALES. Cost of sales consist primarily of production labor, paper,
foil, ink and coatings, and depreciation. Cost of sales increased $543,000, or
14.8%, in the first six months of 1997 to $4.2 million from $3.7 million in the
same period in 1996. As a percentage of sales, cost of sales increased to 61.0%
in the first six months of 1997 from 55.6% in the same period in 1996. The
increase in cost of sales is due to the increase in sales, as well as increases
in depreciation and production labor. Depreciation increased in the period due
to acquisitions of new equipment in the third quarter of 1996. Production labor
increased due to the hiring and training of personnel needed for a third
production shift. These increases were offset by a decrease in paper costs, the
second largest individual component of cost of sales.

OPERATING EXPENSES. Operating expenses consist of selling, general and
administrative expenses, amortization of goodwill and stock based compensation
expense. Operating expenses increased approximately $57,000 or 2.9% to
approximately $2.0 million in the six months ended June 29, 1997. The increase
in operating expenses in the six months ended June 29, 1997 was primarily due to
increased personnel costs in customer and production support departments. As a
percentage of sales, operating expenses remained relatively stable at 29.1% in
the six months ended June 29, 1997 compared to 29.7% in the six months ended
June 30, 1996.

INTEREST EXPENSE. Interest expense increased $51,000, or 40.2%, to $178,000 in
the first six months of 1997 from $127,000 in the same period of 1996. Average
outstanding borrowings and average interest rates were $3.8 million and 9.4%
respectively in the first six months of 1997 compared to $2.6 million and 9.9%
respectively in the same period of the prior year.

INCOME TAXES. Blake Printing's effective tax rate was 40.0% in the six months
end June 29, 1997 compared to 40.7% in the six months ended June 30, 1996.

NET INCOME. Net income decreased $195,000 to $319,000 in the first six months
of 1997 from $514,000 in the six months ended June 30, 1996. As a percentage of
sales, net income decreased to 4.6% in the six months ended June 29, 1997 from
7.8% in the six months ended June 30, 1996.

YEAR ENDED DECEMBER 31, 1996 COMPARED TO YEAR ENDED DECEMBER 31, 1995

SALES. Sales increased $1.2 million, or 11.0%, in 1996 to $12.4 million from
$11.1 million in 1995 as a result of increased sales by both divisions to
significant customers. The majority of this increase was attributed to Blake
Printery, which increased sales 14.5% in 1996 to $7.4 million from $6.5 million
in 1995, with the ten largest customers accounting for $4.1 million of total
sales in 1996 as compared to $3.4 million in 1995.

COST OF SALES. Cost of sales increased $604,000, or 8.7%, in 1996 to $7.5
million from $6.9 million in 1995, but decreased as a percentage of sales to
60.9% in 1996 from 62.1% in 1995. The decrease in cost of sales as a percentage
of sales, was primarily due to continued efforts to increase productivity and
efficiencies. Consequently, productivity measured by chargeable hours per
production employee increased, and paper costs, the second largest component of
cost of sales, continued to decrease as a percentage of sales. In addition, in
1996, Blake Printing entered into favorable purchasing programs with significant
vendors. These improvements were offset somewhat by increased depreciation in
1996 (as compared to 1995) due to increased capital additions placed in service
in the second half of 1995 and 1996.

OPERATING EXPENSES. Operating expenses increased $241,000, or 6.6%, to $3.9
million in 1996 from $3.7 million in 1995. This increase was primarily the
result of consulting, training and education expenses related to capital
expenditures, an increase in sales commissions due to sales growth, a one-time
compensation

79
<PAGE>
expense of $100,000 related to a stock option grant to an officer of the Company
and increased employee 401(k) contributions as a result of increased pretax
profits in 1996. As a percentage of sales, operating expenses decreased to 31.6%
in 1996 from 32.9% in 1995.

INTEREST EXPENSE. Interest expense remained consistent at approximately
$300,000 in 1996 and 1995. Average outstanding borrowings increased to $3.0
million in 1996 from $2.6 million in 1995, but average interest rate decreased
on borrowings to 9.9% in 1996 from 10.8% in 1995. As a percentage of sales,
interest expense, net, decreased to 2.4% in 1996 from 2.6% in 1995.

INCOME TAXES. Blake Printing's effective income tax rate was 33.2% in 1996
compared to 28.8% in 1995. The rate increased and is less than 40% primarily due
to the impact of state manufacturing credits.

NET INCOME. Net income increased $276,000 to $459,000 in the year ended
December 31, 1996 from $183,000 in the year ended December 31, 1995. As a
percentage of sales, net income increased to 3.7% in 1996 compared to 1.6% in
1995.

YEAR ENDED DECEMBER 31, 1995 COMPARED TO YEAR ENDED DECEMBER 31, 1994

SALES. Sales increased $476,000, or 4.5%, to $11.1 million in 1995 from $10.7
million in 1994. The increase was due primarily to increased sales to
significant customers at Blake Printery which increased sales 21.9% in 1995 to
$6.5 million from $5.3 million in 1994, with the ten largest customers
accounting for $3.4 million of total sales in 1995 as compared to $2.4 million
in 1994. This increase was offset in part by the elimination of certain low
margin activity in 1995 and 1994, including Blake Printing's book publication
unit, which accounted for a decrease in sales of $650,000 in 1995 as compared to
1994.

COST OF SALES. Cost of sales decreased $144,000, or 2.0%, in 1995 to $6.9
million from $7.1 million in 1994 and decreased as a percentage of sales to
62.1% in 1995 from 66.2% in 1994. With the elimination of certain low margin
activity in 1995 and 1994, management focused on increasing the productivity and
efficiency of operations. As a result, cost of sales decreased as a percentage
of sales in 1995 as productivity increased and paper costs decreased as a
percentage of sales.

OPERATING EXPENSES. Operating expenses increased $350,000, or 10.6%, to $3.7
million in 1995 from $3.3 million in 1994. This increase was primarily the
result of a one-time write-off of $157,000 of pre-publication costs in
conjunction with the licensing of certain publications owned by Blake Printing.
As a percentage of sales, operating expenses increased to 32.9% in 1995 from
31.1% in 1994 primarily as a result of the increased payroll costs as a
percentage of sales due to the elimination of certain book publication business
for which Blake Printing elected not to immediately terminate related personnel.

INTEREST EXPENSE. Interest expense increased 17.1% in 1995 to $287,000 from
$245,000 in 1994. Average outstanding borrowings increased to $2.6 million in
1995 from $2.4 million in 1994, but average interest rate increased on such
borrowings to 10.8% in 1995 from 10.3% in 1994. As a percentage of sales,
interest expense, net, increased to 2.6% in 1995 from 2.3% in 1994.

INCOME TAXES. The effective income tax rate was 28.8% in 1995 compared to 11.9%
in 1994. The rate increased and is less than 40% primarily due to the impact of
state manufacturing credits.

NET INCOME. Net income increased $124,000 to $183,000 in 1995 from $59,000 in
1994. As a percentage of sales, net income increased to 1.6% in 1995 compared to
0.6% in 1994.

80
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES

Blake Printing's principal sources of liquidity have been cash flows from
operations and available borrowings under its credit facilities with banks and
capital equipment vendors. The following table sets forth selected information
from Blake Printing's statements of cash flows for the periods indicated:

<TABLE>
<CAPTION>
--------------------------------------------
YEARS ENDED SIX MONTHS ENDED
DECEMBER 31, JUNE 30,
IN THOUSANDS 1994 1995 1996 1996 1997
------ ------ ------- ------- ------
<S> <C> <C> <C> <C> <C>
Net cash provided by (used in) operating
activities $ 729 $ 665 $ 2,022 $1,211 $ 466
Net cash used in investment activities (111) (410) (455) (839) (178)
Net cash provided by (used in) financing
activities (749) (257) (1,532) (359) (223)
</TABLE>

For the six months ended June 29, 1997, Blake Printing generated $466,000 in net
cash from operating activities. During this period, $972,000 of cash was
generated primarily from income, which was reduced by $506,000 of cash used to
fund increases in working capital. For the six months ended June 30, 1996, $1.2
million was generated from operating activities (comprised of $950,000 from
income and $261,000 reduction in working capital).

Cash used in investment activities was attributable to equipment and other
capital assets, primarily the purchase of pressroom, copier and computer
equipment, to support Blake Printing's growth. Capital expenditures for the six
months ended June 29, 1997 were $146,000 compared to $830,000 for the six months
ended June 30, 1996.

Cash provided by financing activities included $462,000 of borrowings under the
Company's line of credit facility, offset by $394,000 used in the payment of
long-term debt and capital lease obligations, resulting in net cash used by
financing activities of $223,000 for the six months ended June 29, 1997. For the
six months ended June 30, 1996, long-term borrowings were $58,000 and repayments
under the line of credit and capital leases were $417,000.

For the six months ended June 29, 1997, Blake Printing financed certain
equipment purchases through long-term financing agreements and capital leases
with a lending institution. The financing agreements are secured by the
equipment and other assets of Blake Printing. As of June 29, 1997, outstanding
obligations under term financing agreements totaled $3.7 million, with a
weighted average interest rate of 9.4%.

From 1994 through the end of 1996, Blake Printing generated $3.4 million in net
cash from operating activities. During this period, $3.6 million of cash was
generated primarily from net income plus non-cash charges which was reduced by
$191,000 of cash used to fund increases in working capital.

Cash used in investment activities from 1994 through fiscal 1996 was
attributable to equipment and other capital assets to support Blake Printing's
growth, primarily in the purchase of electronic prepress, pressroom and copier
equipment, and management information and application systems. Capital
expenditures during this period of $4.9 million (including $3.8 million of
acquisition cost of equipment financed through notes payable with a lending
institution which are non-cash activities and not reflected in net cash used in
investment activities) were funded with working capital, long-term debt and
capital leases.

Cash used in financing activities from 1994 through fiscal 1996 included
borrowing activity and, in fiscal 1996, the repayment of $1.1 million in long
term debt and capital lease obligations and the repurchase and retirement of
common stock for $200,000.

On May 30, 1997, Blake Printing entered into an agreement with a bank for a
two-year revolving line of credit. The credit facility has a maximum borrowing
limit of $1.3 million, of which $1.0 million was drawn at June 29, 1997. The
credit facility is secured by trade accounts receivable and inventory, and has
been personally guaranteed by a stockholder of Blake Printing and a related
partnership. All amounts outstanding under this agreement will be repaid from
the proceeds of this Offering. See "Use of Proceeds."

From 1993 through March 31, 1997, Blake Printing financed certain equipment
purchases through long-term financing agreements and capital leases with a
lending institution. The financing agreements are secured by the related
equipment and other assets of Blake Printing. As of March 31, 1997, outstanding
obligations under term financing agreements totaled $3.7 million, with a
weighted average interest rate of 9.4%.

81
<PAGE>
BUSINESS

FirstPak, Inc. was formed in February 1996 to create a premier consolidator and
operator of labeling and packaging companies. Through the four Operating
Subsidiaries, the Company manufactures and sells a wide array of packaging
products, including pressure sensitive labels for the consumer products, food
packaging and direct mail industries, glue-applied labels for the liquor, wine,
candy and cigar industries, and specialty rigid packaging for the eyewear
industry. In addition, the Company provides commercial printing services,
foil-stamping for the trading card industry, promotional packaging and
materials, and certain flexible packaging solutions. The Company has more than
1,200 employees and services more than 4,500 customers in a variety of
industries nationwide. For the year ended December 31, 1996, the Company's sales
and operating income (on a pro forma basis) were $142.8 million and $7.5
million, respectively.

PACKAGING INDUSTRY OVERVIEW

The segments of the packaging industry in the United States in which the Company
competes and intends to compete are highly fragmented and consist of more than
4,000 label producers, specialty rigid packaging manufacturers and flexible
packaging manufacturers with estimated combined sales exceeding $20 billion in
1996. These segments are made up predominantly of independently-owned companies
with average annual revenues of less than $25 million. Label producers
manufacture promotional, informational and decorative product labels and
materials that are affixed to packages or other objects for use in a broad range
of consumer, industrial and commercial applications. Rigid packaging consists of
a wide range of structured packaging types, including specialty packaging such
as eyeglass and sunglass cases, jewelry boxes and cosmetics cases. Flexible
packaging includes all non-structured packaging products for a multitude of
consumer and industrial products, including candy wrappers and potato chip bags.
The Operating Subsidiaries are industry leaders in the design and printing of
promotional, informational and decorative labels and materials and in certain
specialty areas within the rigid packaging segment of the packaging industry.
The Company also operates to a limited extent in the flexible packaging segment,
producing specialty packaging for use in certain consumer products.

Management believes there are a number of important trends currently underway in
the packaging industry which are driving the need for more value-added
packaging. Because packaging functions as the primary point-of-sale promotional
vehicle for many consumer products, manufacturers and other producers have begun
to place an increasingly greater emphasis on higher value-added labels and other
packaging applications in order to more effectively market their products. In
addition, current demographic trends, such as smaller households and an
increasing number of women in the workplace, are causing changes in consumer
buying habits which in turn are resulting in a demand for different sizes and
types of labels, as well as packaging with more convenient features. Moreover,
recent regulatory and environmental developments, such as changes to food
labeling laws and increased resource reduction and recycling efforts, have led
to numerous consumer package redesigns and demand for new labeling materials.

Management also believes that the ongoing emphasis on cost reduction in the food
and other consumer products industries has caused many packaging clients to
engage a limited number of suppliers that can offer high quality and a complete
line of products. To identify those manufacturers that can accommodate a wider
range of packaging needs and maintain quality over large production runs, label
and packaging customers are increasingly requiring manufacturers to demonstrate
their capabilities through a lengthy and expensive qualification process. The
qualification process generally takes several months and involves extensive
trial runs in order to reach agreement on all aspects of the job. However, the
process allows customers to readily identify suppliers that are best qualified
to handle their business and allows label and packaging producers the benefit of
repeat business. It is expected that the shift toward a limited number of
suppliers will favor larger, more diverse packaging companies that can offer a
wide product range and enhanced printing capacity as well as certain technical
strengths.

The growing need for more specialized packaging solutions, along with frequent
advances in packaging technology, is placing increased demands on smaller
packaging companies which do not have the resources or the

82
<PAGE>
geographic scope to address the needs of a growing number of packaging clients.
As a result, the Company believes that the segments of the packaging industry in
which the Company competes are particularly well-positioned for consolidation.

THE LABEL MARKET

Label producers manufacture a wide range of products and provide services for
nearly every sector of the economy. Labels are used in both the rigid and
flexible packaging segments, and, in a number of cases (especially in many
flexible packaging applications), the label itself is an integral component of
the package. Label printers are divided among specialties based on either the
products of the label customer (such as labels for the wine and liquor markets)
or the technology used by the label company (pressure sensitive or glue-
applied). According to the Flexographic Technical Association, revenues from the
sale of labels in the United States were approximately $4.5 billion in 1996,
comprised primarily of production identification labels and, to a lesser extent,
information processing labels and specialty labels.

Product identification labels, which are used to describe the contents of a
particular package, are generally produced for consumer products markets, such
as the food and beverage industry. Information processing labels include mailing
labels, office labels and bar code labels. Specialty label companies produce
labels for use in specialized applications, including tamper evident seals and
holographic stickers. In fiscal 1996, the Company derived approximately 76% of
its pro forma sales from the sale of product identification labels.

Labels are either pressure sensitive or glue-applied. Pressure sensitive labels
adhere to packaging by press-on contact and tend to cost more than glue-applied
labels. Glue-applied labels are less expensive to produce and lend themselves
more readily to high-end visual enhancements such as embossing and foil
stamping.

Label producers can be categorized as either converters or label stock
producers. Converters such as the Operating Subsidiaries are generally smaller,
more specialized companies that engage in embossing, printing, stamping and
die-cutting labels to customer specifications. Converters rely on a broad range
of printing techniques, in-house design functions and highly specialized
equipment to differentiate their products. Converters generally service clients
within a limited niche, either geographically or by product type. According to
the Tag and Label Manufacturers Institute, there are approximately 2,500 to
3,000 converters in the United States, many of which are independent producers
with revenues of less than $10 million. The Company believes that label
converters accounted for a significant majority of the revenues of the label
production market in 1996. Label stock producers are typically large companies
that specialize in commodity production of information processing labels, such
as mailing labels, office labels and bar code labels.

THE SPECIALTY RIGID PACKAGING MARKET

Specialty rigid packaging includes a wide range of structured packaging types,
such as eyeglass and sunglass cases, jewelry boxes and watch boxes, but excludes
such commodity type items as bottles, cans, and generic cardboard boxes. The
Company believes, based upon industry data, that revenues from the sale of
eyeglass and sunglass cases, jewelry boxes and watch boxes in the United States
were approximately $400 million in 1996. The Company believes most producers and
suppliers in the specialty rigid packaging segment are small to medium size and
service either specific industries, such as the gift, jewelry or eyewear
markets, or select geographic regions. In fiscal 1996, the Company derived
approximately 10% of its pro forma revenues from the sale of specialty rigid
container packaging.

THE FLEXIBLE PACKAGING MARKET

Flexible packaging includes all non-structured packaging products, from foil to
plastic sacks, and includes such items as candy wrappers and potato chip bags.
According to the Flexible Packaging Association, revenues in the flexible
packaging segment of the overall packaging market exceeded $15 billion in the
United States in 1996. The flexible packaging industry in the United States is
comprised of approximately 650 small to medium size companies with average
annual revenues of less than $25 million. These smaller producers tend to focus
on narrow product lines, often emphasizing custom work, rapid turnaround and
small order processing. The Company

83
<PAGE>
has recently expanded its packaging offerings to include a limited selection of
flexible packaging products and intends to pursue strategic acquisitions or
business alliances within the flexible packaging segment. In fiscal 1996, the
Company derived approximately 3% of its pro forma sales from the sale of
flexible packaging.

The Company intends to take advantage of the consolidation trend currently
underway in the packaging industry by aggressively pursuing strategic
acquisitions of packaging businesses that complement the product offerings and
customer base of each of the Operating Subsidiaries. By integrating acquisitions
into its existing operations and developing the cross-selling capabilities among
its constituent businesses, the Company believes that it will be able to provide
clients with a more comprehensive line of products and services. The Company
plans to conduct its operations with a decentralized management approach through
which individual management teams will be responsible for the businesses of each
of the Operating Subsidiaries. In addition, a Company-wide team of senior
management will provide the Operating Subsidiaries with strategic oversight and
guidance with respect to acquisitions, financing, marketing and operations.
Through this management structure, the Company believes each of the Operating
Subsidiaries will be able to continue to provide high quality service to local
customers as well as access to the capabilities of a large, diversified
packaging firm.

REASONS FOR THE ACQUISITIONS

The Boards of Directors of the Company and the Operating Subsidiaries have
determined that the Acquisitions would realize the following long-term benefits:

PURSUE STRATEGIC ACQUISITIONS

The Company intends to supplement internal growth through aggressive pursuit of
acquisitions to expand the Company's capacity and customer base, add new
products and services and extend its market reach. The Company's chief executive
officer, as well as other members of senior management, have significant
experience in effecting strategic acquisitions and integrating acquired
businesses. Although there are no formal agreements or letters of intent to
purchase any additional businesses at this time, the Company has evaluated
numerous potential acquisition candidates in the label and packaging segments.
In particular, management has evaluated companies that produce product
identification labels, flexible packaging and specialty rigid packaging for a
broad range of industries including consumer products, food, wine, liquor,
cosmetics and pharmaceuticals. Management believes the acquisition of such
companies will allow it to broaden its product portfolio and provide customers
with a more complete set of packaging solutions. The Company believes that it
can successfully integrate newly acquired operations in order to leverage more
effectively the sales, marketing and distribution capabilities of the Operating
Subsidiaries and such acquired operations.

The Company has received a commitment letter from Chase pursuant to which Chase
has agreed, subject to consummation of the Acquisitions and the Offering and to
certain other closing conditions, to provide the Company with a senior revolving
credit facility in the amount of $80.0 million. Up to $60.0 million of the
Facility may be used for acquisitions by the Company. See "Management's
Discussion and Analysis of Pro Forma Financial Condition and Pro Forma Results
of Operations - Liquidity and Capital Resources."

CREATE A SINGLE SOURCE FOR VALUE-ADDED PACKAGING AND LABELS

The Company intends to offer its customers a single source for their value-added
packaging and label requirements. Management believes the cross-selling
potential of each of the Operating Subsidiaries, as well as of operations that
may be acquired in the future, will allow the Company to offer a comprehensive
range of products and services. In particular, the Company's goal is to develop
long-term relationships with customers who seek to consolidate sources of
packaging products and services as a means of achieving higher quality label and
packaging products at more competitive prices. As part of its strategy, the
Company will seek to craft value-added packaging solutions which address the
changing dynamics of the packaging industry. For instance, management believes
that the use of pressure sensitive labels in the wine and beer industries will
increase as production and application technologies become more cost effective.
By offering a comprehensive line of packaging products, the Company will benefit
from this and other changes in the mix of packaging solutions.

84
<PAGE>
INCREASE OPERATING EFFICIENCIES

The Company believes that it will be able to increase operating efficiency and
achieve certain synergies among its constituent businesses. In particular,
through the implementation of its acquisition strategy, the Company believes
there will be substantial opportunity to increase and optimize plant
efficiencies. The Company also believes that it can reduce costs by purchasing
certain raw materials such as inks and paper on a larger scale. The Company also
plans to centralize the purchasing of medical and general liability insurance,
the banking relationships of its Operating Subsidiaries and future acquired
operations as well as the administration of various employee benefit programs in
order to effect general, administrative and interest savings. In addition, the
Company believes that its multiple-plant capacity will enable it to attract new
customers and retain existing customers.

INVEST IN NEW TECHNOLOGIES TO INCREASE OPERATING RESPONSIVENESS

The market for label and packaging products is becoming increasingly specialized
as a result of the trends currently underway in the packaging industry. In
response to these trends, packaging customers have begun to frequently redesign
the packaging of their products by upgrading the quality and complexity of the
components or the design of the packaging application. Management believes that
investments in new packaging and labeling technologies will allow the Company to
provide packaging products with features that add value to the package and
provide the Company with added operating flexibility which will allow it to
service its customer far more effectively. Pursuant to this strategy, the
Company is a participant in the Digital Label Alliance, an industry consortium
formed to develop and commercialize digital press technology for the label
industry.

PRODUCTS AND SERVICES

Through its Operating Subsidiaries, the Company provides a wide array of
packaging products, including pressure sensitive labels for the consumer
products, food packaging and direct mail industries, glue-applied labels for the
liquor, wine, candy and cigar industries, and specialty rigid packaging for the
eyewear industry. In addition, the Company provides commercial printing
services, foil-stamping for the trading card industry, promotional packaging and
materials, and, to a lesser extent, flexible packaging solutions.

LABEL PRODUCTION

The Company's Wisconsin Label, St. Louis Litho and Blake Printery Operating
Subsidiaries have more than 150 years combined experience in the label
production segment of the packaging industry. These Operating Subsidiaries
together provide a full range of label design and printing products and services
to more than 4,000 customers throughout the United States and abroad. In fiscal
1996, approximately 79% of the Company's pro forma sales were derived from the
sale of labels. The table below sets forth a representative selection of the
leading customers of these three Operating Subsidiaries.

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------

WISCONSIN LABEL ST. LOUIS LITHO BLAKE PRINTING
- -------------------------------- -------------------------------- --------------------------------
<S> <C> <C>
Sara Lee Corporation Barton Incorporated Sebastiani Vineyards, Inc.
Dittler Brothers, Incorporated Heaven Hill Distilleries, Inc. The Wine Group, Inc.
Federal Express Corporation Russel Stover Candies, Inc. The Robert Mondavi Corporation
(through Graphic Systems, United Distillers Inc. Fetzer Vineyards
Incorporated) Heublein, Inc. C. Mondavi & Sons
Fingerhut Corporation David Sherman Enterprises, Inc. James Mirassou
American Family Publishing United States Distilled Products (d/b/a Mirassou Vineyards)
Corporation Company Chateau Julien, Inc.
Graphic Management Corporation McCormick & Company, Sutter Home Winery, Inc.
Trico Solutions, Inc. Incorporated Schramsberg Vineyards Company
Beatrice Foods Co. Seagram Inc.
H.J. Heinz Company Constable-Hodgins Printing Co.,
Inc. (for Fleer Corp. and Sky
Box
International Incorporated)
</TABLE>

85
<PAGE>

WISCONSIN LABEL. According to industry sources, Wisconsin Label was the
fifteenth largest U.S. label converter in 1996 based on revenues, specializing
in the production of pressure sensitive labels including consumer products
labels, industrial labels and direct mail labels. Consumer products labels are
used by companies such as Sara Lee Corporation, Beatrice Company and H.J. Heinz
Company to identify, describe or add value to their products. Wisconsin Label is
a primary supplier of thermal direct mail labels to Federal Express.

In addition to pressure-sensitive labels, Wisconsin Label specializes in several
types of niche printing, including commercial sheet fed offset printing of litho
labels, product sheets and folded coupons. Wisconsin Label also provides screen
printing for large banners, original equipment manufacturer decals and
safety/emergency markings for industrial applications.

Wisconsin Label owns a 20% equity interest in DB Acquisition Corp., the parent
of Dittler Brothers, a commercial printer servicing the airline, hospitality,
governmental, gaming, retail and commercial printing markets. Wisconsin Label
has also entered into a joint venture with Dittler Brothers, pursuant to which
Wisconsin Label and Dittler Brothers have agreed to jointly undertake certain
specialty printing business. In fiscal 1996, sales to Dittler Brothers accounted
for approximately 7% of the overall sales of Wisconsin Label. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations of the
Operating Subsidiaries - Wisconsin Label" and "Certain Relationships and Related
Party Transactions - Certain Transactions Involving the Operating Subsidiaries."

Wisconsin Label is a founding partner of the Digital Label Alliance, a
consortium of label converters and printing equipment suppliers that develops
and commercializes innovative digital press technology for the label converting
industry.

Approximately 87% of Wisconsin Label's revenues in fiscal 1996 was derived from
the sale of label products and services.

ST. LOUIS LITHO. St. Louis Litho is one of the premier printers of high quality
product labels for the liquor and candy industries, and a leading provider of
specialized printing to the trading card industry. St. Louis Litho possesses
expertise in several processes with which it produces more colorful, detailed
and distinctive labels than those produced by many traditional label printers.

St. Louis Litho has special expertise in printing labels on foil-laminated and
metallized paper. The reflective traits of this paper give labels a higher
quality appearance than traditional paper stock. The metallized printing process
is also used to apply significant value-added enhancements to trading cards. St.
Louis Litho is one of a small number of printers in the trading card industry
segment with the capability to print on foil-laminated and metallized paper. St.
Louis Litho also uses other specialized processes such as gold embossing and
bronzing to add additional color and texture to the labels and cards it
produces, thus further enhancing their appearance. St. Louis Litho's production
capabilities also include eight-color printing with special colors for producing
elaborate labels, gloss coating for scuff resistance and precision cutting for
distinctive shapes.

Approximately 81% of St. Louis Litho's revenues in fiscal 1996 were derived from
the sale of labels to the liquor industry.

BLAKE PRINTING. Blake Printing is a specialty printer of value-added labels for
the domestic wine industry. The label on a wine bottle is the primary marketing
tool used to differentiate the product of one winery from that of another. Wine
producers are, therefore, highly sensitive to the quality of the labels placed
on their bottles. To meet these customers' demands for distinctive label
products, Blake Printery offers a range of special printing processes designed
to differentiate the wine bottle and enhance its value. These processes include
textured multi-level embossing, intricate foil stamping, die cutting of exotic
shapes and high gloss scuff-resistant coating. In addition, Blake Printing
produces its wine labels on computerized, state-of-the-art printing presses
capable of applying six colors of ink in a single pass.

Approximately 51.5% of the revenues of Blake Printing in fiscal 1996 were
derived from the sale of labels to the wine industry.

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<PAGE>
SPECIALTY RIGID PACKAGING

CALOPTICAL. The Company believes that CalOptical is the largest manufacturer
and distributor of quality eyeglass and sunglass cases in the United States
based on revenues, and specializes in providing distinctive, value-added
packaging. In the year ended June 30, 1996, CalOptical sold more than 10 million
eyeglass and sunglass cases. CalOptical's philosophy is to create products that
its customers can use to enhance the eyewear they sell. To this end, CalOptical
brings a fashion oriented approach to its packaging by sourcing the latest
styles, materials and designs. While approximately 75% of its products are
manufactured at its own plant in California, approximately 25% of its products
are imported from China.

CalOptical sells its products to more than 15,000 national optical chains,
retail chains, HMOs and independent eye care professionals, as well as several
non-optical customers. The table below sets forth a representative selection of
the leading customers of CalOptical.

<TABLE>
<S> <C>
LensCrafters, Inc. Kaiser Permanente
Wal-Mart Stores, Inc. Lantis Eyewear Corporation
Eye Care Centers of America, Inc. Price Costco International, Inc.
KMart Corporation The Timberland Company
Cases Unlimited, Inc. Minneapolis Optical Case Co., Inc.
</TABLE>

CalOptical holds two patents: the "Vertical Divider" and the "Nose Block
Insert," both of which provide more protection for eyewear than is commonly
found in traditional eyewear packaging.

Substantially all of the revenues of CalOptical in fiscal 1996 were derived from
the sale of eyeglass and sunglass packaging.

PRINTING AND PUBLISHING

Blake Printing, through its Poor Richard's Press division, produces brochures,
promotional material and general business printing. Poor Richard's Press
operates five state-of-the-art commercial printing facilities, each of which is
the largest commercial printer in the community it serves. These operations have
the capability to accept information digitally from customers via the Internet
or a floppy disk, transfer the information to an electronic printer, and print,
assemble and bind the output with no manual manipulation. According to CAP
Ventures, a specialist in the print-on-demand industry, the on-demand digital
printing and imaging sector of the graphic communications industry grew from
approximately $3 billion in 1992 to approximately $8 billion in 1996, a
compounded annual growth rate of 28%. Customers of Poor Richard's Press include
California State University, the Coastal Unified School District and San Luis
Obispo County Government. In fiscal 1996, Blake Printing derived approximately
48.5% of its sales from its printing and publishing business. In addition,
Wisconsin Label prints instant redeemable coupons, direct mail pieces, product
identification tags, and other promotional material. In the year ended December
31, 1996, approximately 8.1% of the pro forma revenues of the Company were
derived from Printing and Publishing Services.

FLEXIBLE PACKAGING

Through its American Creative Packaging division, Wisconsin Label has recently
expanded its packaging offerings to include a limited selection of flexible
packaging solutions. American Creative Packaging produces promotional packaging
for sales development, special events and marketing programs. American Creative
Packaging provides FDA-approved materials and white room capability for shrink
wrapping, overwrapping, bandoliering, skin packaging and blister packaging. The
Company intends to pursue strategic acquisitions of, or business alliances with,
packaging companies to enhance its offerings of flexible packaging products and
services. Three percent of the total sales of Wisconsin Label were derived from
flexible packaging in fiscal year 1996. There can be no assurance that the
Company's new flexible packaging products will gain market acceptance or that
the Company will be able to complete acquisitions of other flexible container
packaging manufacturers or that any such acquisition, if completed, will be
successful. See "Risk Factors - Risks Associated with Expansion."

87
<PAGE>
SALES AND MARKETING

The Company's marketing strategy involves providing label and packaging
solutions tailored to each customer's packaging needs. Each Operating Subsidiary
has its own sales personnel, and, as of March 31, 1997, there were a total of 68
salespersons employed by all of the Operating Subsidiaries. The Company intends
to focus sales personnel on cross-selling opportunities resulting from the
integration of the Operating Subsidiaries. In addition, the Company's
incentive-based compensation program encourages employees to build existing
business and generate new business leads.

The Company intends to leverage its production resources across all its
Operating Subsidiaries to maximize cost savings, increase productivity and build
the range of products and services it offers its customers. Further, the Company
plans to conduct Company-wide training of its sales personnel to improve sales
skills and to create opportunities for the cross-selling of its products and
services to existing and new customers.

Wisconsin Label sells its products through 30 salespersons employed directly by
the Company who are paid a combination of salary and commission. Salespeople
generally sell a broad range of Wisconsin Label products across a geographic
region, though some sales persons sell only specific product lines or to
specific customers. In addition, Wisconsin Label contracts with 17 independent
agents paid on a commission basis.

St. Louis Litho employs six sales representatives, each of whom works out of the
Company's St. Louis office and is assigned to a particular account or accounts.
The sales force is compensated through salary and commission. In addition, St.
Louis Litho has contracts with four independent brokers. Senior management of
St. Louis Litho is also directly involved in sales as well as helping build
long-term relationships with customers.

The Blake Printery division of Blake Printing markets its products and services
through six commissioned-based, direct salespersons, who each sell an assigned
range of labels. Most large wineries, which comprise a significant portion of
the Company's customer base, require a lengthy qualification process before a
sale to a new customer can be completed. This process, which often takes several
months, involves trial runs in which agreements on all aspects of the job,
including order entry, production and final invoicing are made. After
qualification, however, labels are often reordered on a regular basis for
several years. Poor Richard's Press markets its products and services through
television and direct mail. Brochures, displays, and business trade shows are
also utilized. Larger businesses and governmental agencies are contacted
directly at their place of business by in-house salespersons.

CalOptical sells its products to national eye care chains and retailers through
its president and sales managers. In addition, products are sold through direct
sales representatives and direct mail advertising to individual eye care
professionals and small eyeglass and sunglass chains. CalOptical employs three
sales managers, five traveling salespersons and two telemarketers, each of whom
is compensated through salary and commission. CalOptical also has contracts with
eighteen independent traveling salespersons and four independent
representatives, each of whom is compensated through commission only. CalOptical
also utilizes two exclusive distributors who maintain their own sales force,
inventory and distribution facilities in certain territories in the United
States. CalOptical advertises in national trade publications and quarterly large
direct mail campaigns. CalOptical's management also frequently attends trade
shows in the optical and retail industries.

The Company generally does not enter into long-term sales contracts with its
customers requiring them to make purchases from the Company. A significant
amount of the Company's work is contracted for on an individual project basis,
with the pricing terms for such projects determined by a bidding process. The
Company's sales are generally evidenced by a purchase order and similar
documentation limited to a specific sale. As a result, a customer from whom the
Company generates substantial revenue in one period may not be a substantial
source of revenue in a subsequent period. In addition, the Company's customers
generally have the right to terminate their relationships with the Company
without penalty and on little or no notice. In the absence of such long-term
contracts, there can be no assurance that these customers will continue to
purchase products from the Company, and thus there can be no assurance that the
Company will be able to maintain a consistent level of sales. The termination of
the Company's business relationship with any of its significant customers or a
material reduction in sales to a significant customer could have a material
adverse effect on the Company's business, financial condition and results of
operations.

88
<PAGE>
COMPETITION

Within the pressure sensitive label markets, the Company competes with large
nationally recognized packaging companies as well as numerous smaller local
competitors in this market. Avery Dennison Corporation, Sonoco Products Company
and Lawson Mardon Packaging USA Inc. are among the larger direct competitors,
although the bulk of the competition that the Company faces comes from printing
companies that are smaller than the Company and that operate within particular
niche markets. The Company believes that it is one of the largest producers of
glue-applied wine and liquor labels, although other major label producers for
these industries include Fleming Packaging Corporation and Lawson Mardon
Packaging USA Inc. Within the trading card industry, there are only a few
competitors that have the ability to produce the quantities of metallized paper
needed to compete effectively. Within the optical packaging market, the Company
believes it is the largest manufacturer and distributor of quality eyeglass and
sunglass cases. In addition, there are a small number of smaller regional
competitors who compete with the Company for various regional accounts.

In addition, new competitors may arise and may develop products which compete
with the Company's products. Moreover, some of the Company's current customers
presently, or in the future may, compete with the Company. There can be no
assurance that new or proprietary technology will not be introduced by an
existing or new competitor that may make the Company's products or services
obsolete. To the extent that the Company is unable to compete successfully
against its existing and future competitors, its business, operating results and
financial condition would be materially adversely affected. See "Risk Factors -
Competition." While the Company believes that it competes effectively within the
packaging industry, there are several factors that could reduce the Company's
ability to compete effectively. The Company cannot assure that additional
competitors with greater resources than the Company will not enter the industry
and compete effectively against the Company or that the consolidation trend in
the industry will continue.

PRODUCT DEVELOPMENT

The Company maintains research and development efforts in all of its Operating
Subsidiaries in order to explore new product ideas and marketing strategies. A
central focus of this effort is to adapt existing products and design new
products to meet the rapidly changing demands of its customers and enable the
Company to become a single source supplier for its customers. Wisconsin Label is
an active participant in the Digital Label Alliance, an industry consortium
formed to develop and commercialize digital press technology for the label
industry. The Poor Richard's Press division of Blake Printing, for example, is
in the forefront of developing electronic printing methods that allow the
Company to accept material for printing digitally. CalOptical is exploring the
potential to distribute products that are complementary to its current optical
case product line, including eyeglass chains, cleaning cloths and reading
glasses, as well as other specialty rigid packaging products.

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<PAGE>
SOURCES OF SUPPLY

The Company generally does not have long-term agreements with its key sources of
supply. The Company believes that it has good relationships with its suppliers
and has alternate sources of supply for its raw materials. Lead times for
materials ordered by the Company can vary significantly and depend on factors
such as the specific supplier, contract terms and demand for particular
materials at a given time. From time to time, the Company has experienced
fluctuations in materials prices. The Company generally has been able to pass
through raw material cost increases to its customers. However, there can be no
assurance that the Company will be able to pass on such costs in the future. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations." Shortages or disruptions in the supply of materials, or the
inability of the Company to procure such materials from alternate sources at
acceptable prices in a timely manner, could lead to the loss of customers due to
the failure to timely meet orders which in turn could result in a material
adverse effect on the Company's business, financial condition and results of
operations.

PERSONNEL AND TRAINING

As of June 30, 1997, the Company on a combined basis employed 1,190 people on a
full time basis and 103 people on a part time basis. The Company provides
training upon hire, as well as advanced and follow-up training depending on the
technical level of the position. Certain of the Company's employees in its St.
Louis Litho Subsidiary are represented by the Graphic Communications
International Union (the "GCIU"). Two collective bargaining agreements are in
place between the Company and the GCIU. Both of these agreements expire at the
end of July, 1999. The Operating Subsidiaries have never experienced a work
stoppage. The Company believes that its relations with its employees are good.

Each of the Operating Subsidiaries has implemented various incentive and profit
sharing programs that have been fundamental to the growth and success of the
Operating Subsidiaries' businesses. For example, Wisconsin Label has implemented
a "share-the-profits" program that provides each of its employees with a bonus
based on Wisconsin Label's profitability. The Company intends to continue and
enhance the incentive and profit sharing programs throughout the Company after
the Offering.

Following consummation of the Offering, the Company's business will depend to a
significant extent on the efforts and abilities of the executive officers of the
Company and its Operating Subsidiaries. The loss of the services of any one or
more of these persons could have a material adverse effect on the Company's
business, financial condition and results of operations. The Company's business
will also be dependent on its ability to continue to attract and retain
qualified personnel, including key management, in connection with future
acquisitions.

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<PAGE>
FACILITIES

The Company's corporate headquarters are located in a 4,500 square foot leased
space in San Francisco, California. The lease expires in 1999. In addition, as
of June 30, 1997, the Company maintained material facilities listed below. The
Company believes that these existing facilities, as well as planned facilities,
are adequate for the Company's current and near-term future operations.

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------
OPERATING SQUARE
SUBSIDIARY LOCATION FOOTAGE TYPE OF FACILITY
- ---------------- ---------------------- --------- ----------------------------------------
<S> <C> <C> <C>
WISCONSIN LABEL Algoma, WI (1) 135,290 Headquarters and production
Algoma, WI (2) 7,500 Wisconsin Screen division headquarters
and production
Palatine, IL (3) 8,000 Distribution
Heath, OH (1) 35,000 Label Graphix division headquarters and
production
Peachtree City, GA (1) 42,000 Voxcom division headquarters and
production
Oak Creek, WI (4) 67,780 American Creative Packaging and Victory
Graphics division headquarters and
production
ST. LOUIS LITHO St. Louis, MO (1) 89,000 Headquarters and production
St. Louis, MO (5) 24,000 Warehousing
CALOPTICAL San Leandro, CA (6) 48,600 Headquarters, production and warehousing
Memphis, TN (7) 7,500 Distribution warehousing
BLAKE PRINTING San Luis Obispo, CA 38,000 Headquarters and production
(8)
Arroyo Grande, CA (10) (9) Poor Richard's Press location
Santa Maria, CA (11) (9) Poor Richard's Press location
Paso Robles, CA (12) (9) Poor Richard's Press location
Atascadero, CA (13) (9) Poor Richard's Press location
</TABLE>

- ------------------------
(1) Facility is owned by Operating Subsidiary.
(2) Lease expires in March 2001.

(3) Lease expires in August 1998.

(4) Lease expires in March 2004.
(5) Lease expires in May 1999.
(6) This facility is covered by two leases, which expire in October 2002 and
April 2003.
(7) Lease expires in January 1999.
(8) Facility is leased from an executive officer of Blake Printing. Lease
expires in December 2001.
(9) Total square footage of all four Poor Richard's Press locations is 17,000.
One of these locations is leased from an executive officer of Blake
Printing.
(10) Lease expires in June 1998.
(11) Lease expires in December 2001.
(12) Lease expires in December 1997.
(13) Lease expires in July 1998.

Certain of the Company's products are manufactured at either a single
manufacturing facility or a limited number of manufacturing facilities. Since
the Company does not currently operate multiple facilities in different
geographic areas, a disruption of the Company's manufacturing operations
resulting from various factors, including human error, government intervention
or a natural disaster such as fire, earthquake or flood, could cause the Company
to be required to cease or limit its manufacturing operations and consequently
could have a material adverse effect on the Company's business, financial
condition or results of operations.

ENVIRONMENTAL REGULATIONS

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<PAGE>
CAPITAL EQUIPMENT

As of June 30, 1997, the Company owned and operated the capital equipment listed
below. The Company believes that this existing capital equipment, as well as
planned capital expenditures, are adequate for the Company's current and
near-term future operations.

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------
OPERATING
SUBSIDIARY TYPE OF EQUIPMENT UNITS
- ----------------- ------------------------------------------- -----------
<S> <C> <C>
WISCONSIN LABEL Narrow web flexographic press 43
14-color narrow web flexographic press 1
6-color sheet fed commercial offset
printing press 2
4-color sheet fed commercial offset
printing press 2
Computer workstation for production of
artwork 39
Folder 9
Saddle stitcher 2
Cutter 8
Overwrapper 13
ST. LOUIS LITHO 8-color press 1
6-color press 1
2-color press 1
Pre-press work station 5
Digital color proofer 1
Imagesetter 1
Imposer 1
Embosser 1
Embosser/stamper 5
Bronzer 2
Coater 1
Cutter 12
Shrink wrap machine 2
Sheeter 1
CALOPTICAL Fabric cutting machine 5
Sewing machine 44
Lining machine 10
BLAKE PRINTING 6-color press 2
4-color press 1
2-color press 9
1-color press 6
Drum scanner 1
Flatbed scanner 4
Imagesetter 1
Image assembler 1
Electronic printer 6
High-speed copier 8
Foil/embossing press 6
Paper cutter 7
Saddlewire stitcher 1
Paper folder 6
Perfect binder 1
</TABLE>

LEGAL PROCEEDINGS

None of FirstPak, Inc. or any of Operating Subsidiaries is currently engaged in
any legal proceedings that are expected, individually or in the aggregate, to
have a material adverse effect on the business, financial condition or results
of operations of the Company.

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<PAGE>
MANAGEMENT

EXECUTIVE OFFICERS, DIRECTORS AND KEY EMPLOYEES

The following table sets forth certain information concerning the executive
officers, directors and key employees of the Company following the consummation
of the Offering.

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------
<S> <C> <C>
NAME AGE POSITION WITH THE COMPANY
- ---------------------- --- --------------------------------------------------------
William T. Leith 50 Chairman of the Board of Directors, President and Chief
Executive Officer
Vincent F. Titolo 57 Vice Chairman of the Board of Directors
Eric R. Roberts 52 Senior Vice President and Chief Financial Officer
Eric R. Menke 30 Vice President, Business Development
Gary S. Yellin 46 Vice President and Controller
John D. Menke 55 Director
R. Michael Mondavi 53 Director
Terrence R. Fulwiler 46 Chief Executive Officer, Wisconsin Label, and Director
Richard C. Blake 49 Chief Executive Officer, Blake Printing, and Director
Ben Kraft 47 Chief Executive Officer, St. Louis Litho
Larry Nathanson 53 Chief Executive Officer, CalOptical
Daniel R. Fulwiler 38 Chief Operating Officer, Wisconsin Label, and Director
Jay K. Tomcheck 37 Vice President of Finance, Wisconsin Label, and Director
</TABLE>

The Company's Restated Certificate of Incorporation and Bylaws provide for three
classes of directors. Messrs. Tomcheck and Daniel Fulwiler are Class I directors
and will serve until the annual meeting of stockholders in 1998. Messrs. John D.
Menke, Mondavi and Blake are Class II directors and will serve until the annual
meeting of stockholders in 1999. Messrs. Titolo, Leith and Terrence Fulwiler are
Class III directors and will serve until the annual meeting of stockholders in
2000. After these directors' initial terms expire, newly elected directors shall
serve for a three-year term or until their successors are duly elected and
qualified.

The Company's Bylaws provide for a Board of Directors comprised of between five
and eleven members, as determined by the Board of Directors. The Board is
currently set at eight members. After consummation of the Offering, the Board of
Directors will, by resolution, increase the number of directors to nine, thereby
creating one vacancy, which the Company's Bylaws authorize the Board of
Directors to fill. The Company intends to appoint one additional person who is
not an officer or employee of the Company or the Operating Subsidiaries to the
Board of Directors within 90 days after consummation of the Offering and is
required to do so to maintain its listing on the Nasdaq National Market. The
additional independent director will be appointed as a Class I director. In the
event the Company does not add such independent director within 90 days
following the Offering, the Company could be delisted from the Nasdaq National
Market, which could have an adverse effect on the liquidity and price of the
Common Stock.

Messrs. Terrence Fulwiler, Blake, Daniel Fulwiler and Tomcheck have been
appointed to the Board of Directors in connection with the Acquisitions. Certain
stockholders of the Company will enter into the Stockholders' Agreement pursuant
to which such stockholders will agree to vote for two nominees of the former
shareholders of Wisconsin Label (the "Wisconsin Label Nominees") who will be
nominated to the Board of Directors of the Company at the first annual meeting
of stockholders. The Stockholders' Agreement provides that one of the Wisconsin
Label Nominees will resign from the Board of Directors on or after August 1,
1998 upon the approval and appointment by the Board of Directors of an
additional independent director. In addition, the Company's Restated Certificate
of Incorporation provides that in the event that Terrence Fulwiler or either of
the Wisconsin Label Nominees leaves the Board prior to the date that is three
years from the consummation of the Offering in the case of Terrence Fulwiler and
prior to the date that is four years from the consummation of the Offering in
the case of either of the Wisconsin Label Nominees, as a result of death,
resignation, disqualification, removal or certain other causes, the Board will
appoint a nominee of the former Wisconsin Label shareholders to serve out the
term of the departing board member.

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<PAGE>
Subject to the employment agreements described below, all executive officers of
the Company hold office at the discretion of the Board of Directors. The Company
intends to appoint a Chief Financial Officer prior to consummation of the
Offering.

WILLIAM T. LEITH. Effective September 1, 1997, Mr. Leith became Chairman of the
Board of Directors, President and Chief Executive Officer of the Company. From
1980 to 1996, Mr. Leith served in various positions, most recently as President
and Chief Executive Officer of Unisource Worldwide, Inc., then a division of
Alco Standard Corporation. Mr. Leith received a B.B.A. degree from Marshall
University.

VINCENT F. TITOLO. Mr. Titolo has served as Vice Chairman of the Board of
Directors of the Company since September 1997. From February 1996 until
September 1997, Mr. Titolo served as Chairman of the Board of Directors of the
Company. From February 1996 until June 1997, Mr. Titolo was also Chief Executive
Officer of the Company. From June 1989 to the present, Mr. Titolo has been the
Chief Executive Officer of Menke Titolo Capital Corporation, an investment
banking firm specializing in ESOP and management buyouts. Mr. Titolo received a
B.S. degree from Fordham University.

ERIC R. ROBERTS. Mr. Roberts has served as Chief Financial Officer of the
Company since August 1997. From 1968 to August 1997, Mr. Roberts served in
various positions, most recently (since 1978) as a partner of Deloitte & Touche
LLP. Mr. Roberts received both a B.S. degree and an M.B.A. degree from the
University of California, Berkeley. Mr. Roberts is a certified public
accountant.

ERIC R. MENKE. Mr. Menke has served as Vice President for Corporate Development
of the Company since its founding in February 1996. From March 1995 to the
present, Mr. Menke has been Vice President of Menke Titolo Capital Corporation.
From May 1993 to February 1995, Mr. Menke was an ESOP investment adviser with
Kidder, Peabody & Co., Incorporated. Mr. Menke received a B.A. degree from the
University of Southern California and an M.B.A. from Northwestern University.

GARY S. YELLIN. Mr. Yellin has served as Vice President and Controller of the
Company since its founding in February 1996. From 1995 to the present, Mr.
Yellin has been Senior Vice President of Menke Titolo Capital Corporation. From
1991 to 1995, Mr. Yellin was Chief Financial Officer with Sunderland Insurance
Services, Inc. Mr. Yellin received a B.A. from the State University of New York
at Binghamton and an M.B.A. from California State University at Hayward. Mr.
Yellin is a certified public accountant.

JOHN D. MENKE. Mr. Menke has been a Director of the Company since its founding
in February 1996. From June 1989 to present, Mr. Menke has been the President of
Menke Titolo Capital Corporation. Mr. Menke received a B.A. degree from the
University of Texas and an L.L.B. from Yale Law School.

R. MICHAEL MONDAVI. Mr. Mondavi has served as a Director of the Company since
May 1997. Mr. Mondavi co-founded The Robert Mondavi Corporation in 1966 and
currently serves as its President and Chief Executive Officer. Mr. Mondavi has
served as Chairman of the Wine Institute and of the Napa Valley Vintners
Association and as a director of the American Vineyard Foundation. Mr. Mondavi
received a bachelor's degree from Santa Clara University.

TERRENCE R. FULWILER. Mr. Fulwiler has served as Chief Executive Officer of
Wisconsin Label since 1986. Mr. Fulwiler will continue to serve as Chief
Executive Officer of Wisconsin Label and will become a member of the Board of
Directors of the Company following consummation of the Acquisitions and the
Offering. Mr. Fulwiler serves on the Board of Directors of the Tag & Label
Manufacturer's Institute and of Dittler Brothers, Incorporated. Mr. Fulwiler is
also Vice Chairman of Bellin Health Systems, Inc. in Green Bay, Wisconsin. Mr.
Fulwiler received a B.S. degree from the University of Michigan.

RICHARD C. BLAKE. Mr. Blake has served as Chief Executive Officer of Blake
Printing since 1972. Mr. Blake will continue to serve as Chief Executive Officer
of Blake Printing and will become a member of the Board of Directors of the
Company following consummation of the Acquisitions and the Offering. Mr. Blake
received a B.S. degree from the University of California at Berkeley.

94
<PAGE>
BEN KRAFT. Mr. Kraft has served as President and Chief Executive Officer of St.
Louis Litho since 1987. Mr. Kraft will continue to serve as Chief Executive
Officer of St. Louis Litho following consummation of the Acquisitions and the
Offering. Mr. Kraft is a member of the executive committee and is past president
of the Label Printing Industries of America. Mr. Kraft received a B.S. degree
from Southeast Missouri State University.

LARRY NATHANSON. Mr. Nathanson has served as President of CalOptical since 1992.
Mr. Nathanson will continue to serve as Chief Executive Officer of CalOptical
following consummation of the Acquisitions and the Offering. From 1987 to 1992,
Mr. Nathanson served as President of International Apparel Sourcing. Mr.
Nathanson received a B.S. degree from California State University.

DANIEL R. FULWILER. Mr. Fulwiler has served as Chief Operating Officer of
Wisconsin Label since 1991. Mr. Fulwiler will continue to serve as Chief
Operating Officer of Wisconsin Label and will become a member of the Board of
Directors of the Company following consummation of the Acquisitions and the
Offering. Mr. Fulwiler received a B.S. degree from the University of Wisconsin
Green Bay.

JAY K. TOMCHECK. Mr. Tomcheck has served as Vice President of Finance of
Wisconsin Label since 1991. Mr. Tomcheck will continue to serve as Vice
President of Finance of Wisconsin Label and will become a member of the Board of
Directors of the Company following consummation of the Acquisitions and the
Offering. Mr. Tomcheck received a B.S. degree from the University of Wisconsin
Stevens Point and an M.B.A. from the University of Wisconsin Oshkosh.

John Menke is Eric Menke's father. Terrence Fulwiler and Daniel Fulwiler are
brothers. There are no other family relationships among the directors and
executive officers of the Company. Certain executive officers, directors and
employees of the Company are or have in the past been parties to transactions
with the Company or the Operating Subsidiaries. See "Certain Relationships and
Related Party Transactions."

COMMITTEES OF THE BOARD OF DIRECTORS

Within 90 days after consummation of the Offering, the Company's Board of
Directors will establish an Executive Committee, an Audit Committee, a
Compensation Committee and a Nominating Committee.

The Company's Restated Certificate of Incorporation provides that the Company
will form an Executive Committee of the Board of Directors. The responsibilities
of the Executive Committee will include to undertake, between board meetings,
those functions of the Board of Directors regarding the regular operation of the
Company over which the full Board of Directors has authority. The Executive
Committee will consist of not less than three members and, the Company's
Restated Certificate of Incorporation provides that for a period of three years
after the Offering, so long as Terrence Fulwiler continues to serve as a member
of the Board of Directors Terrence Fulwiler will serve as one of the members of
the Executive Committee.

The responsibilities of the Audit Committee will include recommending to the
Board of Directors the independent auditors to be selected to conduct the annual
audit of the books and records of the Company, reviewing the proposed scope of
such audit and approving the audit fees to be paid, reviewing the accounting and
financial controls of the Company with the independent auditors and the
Company's financial and accounting staff, and reviewing and approving
transactions between the Company and its directors, officers and affiliates. It
is currently anticipated that the Audit Committee will be composed of three
independent directors.

The Compensation Committee will provide a general review of the Company's
compensation plans to ensure that they meet corporate objectives. The
responsibilities of the Compensation Committee will also include administering
the Company's 1997 Stock Plan, including selecting the officers and salaried
employees to whom awards will be granted. It is currently anticipated that the
Compensation Committee will be composed of three independent directors.

95
<PAGE>
aggregate, not less than 20% of the outstanding Common Stock and a Wisconsin
Label Nominee continues to serve as a member of the Board of Directors, one
member of the Nominating Committee will be a Wisconsin Label Nominee chosen by
the Board of Directors.

DIRECTOR COMPENSATION

Directors who are not officers or employees of the Company or an Operating
Subsidiary are entitled to receive an annual retainer fee of $10,000, plus
$1,000 and reimbursement of expenses for each meeting of the Board of Directors
and $750 and reimbursement of expenses for each committee meeting that they
attend in person. In addition, non-employee directors will receive certain
formula grants of non-qualified stock options under the Company's 1997 Stock
Plan. See "--1997 Stock Plan." Directors who are also officers or employees of
the Company or an Operating Subsidiary will not receive any additional
compensation for serving on the Board of Directors. In connection with his
agreement to join the Board in June 1997, Mr. Mondavi will be granted options to
purchase 20,000 shares of Common Stock of the Company at an exercise price of
$10.50 per share which will vest upon consummation of the Offering.

LIMITATION OF LIABILITY AND INDEMNIFICATION MATTERS

The Company's Restated Certificate of Incorporation limits the liability of
directors to the maximum extent permitted by Delaware law. Delaware law provides
that a corporation's certificate of incorporation may contain a provision
eliminating or limiting the personal liability of a director for monetary
damages for breach of their fiduciary duties as directors, except for liability
(i) for any breach of their duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) for unlawful
payments of dividends or unlawful stock repurchases or redemptions as provided
in Section 174 of the DGCL, or (iv) for any transaction from which the director
derived an improper personal benefit. See "Description of Capital Stock -
Limitation of Liability; Indemnification."

The Company's Bylaws provide that the Company shall indemnify its directors and
officers and may indemnify its employees and agents to the fullest extent
permitted by Delaware law. See "Description of Capital Stock - Limitation of
Liability; Indemnification."

The Company intends to enter into agreements to indemnify its directors and
officers in addition to the indemnification provided for in the Company's
Restated Certification of Incorporation and Bylaws. These agreements, among
other things, will indemnify the Company's directors and officers for certain
expenses (including attorneys' fees), judgments, fines and settlement amounts
incurred by any such person in any action or proceeding, including any action by
or in the right of the Company, arising out of such person's services as a
director or officer of the Company, any subsidiary of the Company or any other
company or enterprise to which the person provides services at the request of
the Company. The Company believes that these provisions and agreements are
necessary to attract and retain qualified individuals to serve as directors and
officers.

At present, there is no pending litigation or proceeding involving any director,
officer, promoter, employee or agent of the Company where indemnification will
be required or permitted. The Company is not aware of any threatened litigation
or proceeding that might result in a claim for such indemnification.

EXECUTIVE COMPENSATION

The predecessor to FirstPak, Inc. was incorporated in February 1996 and has
conducted no substantial operations to date. Effective upon consummation of the
Acquisitions and for the balance of 1997, the Company anticipates that it will,
pursuant to employment agreements, pay compensation based on the following
annual salaries to

96
<PAGE>

William T. Leith, its Chairman of the Board of Directors Chief Executive
Officer, and to the four other individuals named below who are executive
officers of the Company and who the Company believes will be its three other
most highly compensated executive officers in 1997 (together, the "Named
Executive Officers").

<TABLE>
<CAPTION>
-------------------------------------
LONG-TERM
COMPENSATION
AWARDS
-------------
SECURITIES
ANNUAL COMPENSATION UNDERLYING
NAME AND POSITION SALARY($) BONUS($) OPTIONS(#)
- ------------------------------------------------------ ---------- ---------- -------------
<S> <C> <C> <C>
William T. Leith $50,000(1) 50,000(1) 407,143(2)
Chairman of the Board of Directors,
President and Chief Executive Officer (1)
Vincent F. Titolo 300,000 - -
Vice Chairman of the Board of Directors
Eric R. Roberts 225,000 50,000 85,000(2)
Senior Vice President and Chief Financial Officer
Eric R. Menke 135,000 - -
Vice President, Business Development
Gary S. Yellin 135,000 - 50,000(3)
Vice President and Controller
</TABLE>

- ------------------------------

(1) Mr. Leith's employment contract provides for an annual base salary for the
first two years of employment of $50,000 which shall increase thereafter to an
amount per year based on increases in certain operating performance criteria
during Mr. Leith's employment term.

(2) Mr. Leith has been granted 257,143 options and Mr. Roberts has been granted
55,000 Options at an exercise price of $3.50 per share (based upon an assumed
initial public offering price of $14.00 per share) which will vest upon
consummation of this Offering. The shares of Common Stock issuable upon exercise
of these options may not be sold for two years from the date of grant. In
addition, Mr. Leith has been granted options to purchase 150,000 shares and Mr.
Roberts has been granted options to purchase 30,000 shares at the initial public
offering price; these options will vest in two equal annual installments
commencing on the first anniversary of the date of grant.

(3) Options granted at an exercise price of $5.35 per share (the fair market
value of the Common Stock of FirstPak, Inc. on the date of grant), 25,000 of
which will vest upon consummation of this Offering; the balance of the options
will vest in four equal annual installments commencing on the first anniversary
of the date of grant.

EMPLOYMENT AGREEMENTS

Effective as of the consummation of the Offering, the Company will enter into
five-year employment agreements with each of the Named Executive Officers,
except Mr. Menke, with whom the Company will enter into a three-year employment
agreement. Each agreement provides that if, prior to expiration of the term, the
employee dies, becomes permanently and totally disabled, is terminated without
cause or resigns for good reason (as defined therein), the employee will be
entitled to the continuation of base salary payments and health, dental and
vision insurance for a period equal to one-half of the initial term of the
agreement. In addition, each of the agreements provides, subject to certain
exceptions, that if, prior to the expiration of the term, the employee dies,
becomes permanently and totally disabled, is terminated without cause, or
resigns for good reason (as defined therein) 100% of the unvested portion of any
stock option or restricted stock held by the employee will accelerate and become
exercisable. The base salaries for each of the above listed individuals are as
follows: Vincent F. Titolo, $300,000; William T. Leith, $50,000; Eric R.
Roberts, $225,000; Eric R. Menke, $135,000; and Gary S. Yellin, $135,000. Each
of these individuals has also entered into a non-compete agreement which
provides that, during the term of their employment with the Company and for a
period of two years following termination thereof (with certain limited
exceptions), the employee will not compete with the Company, assist other
persons or businesses that compete with the Company, or induce any employees of
the Company or its affiliates to engage in such activities or to terminate their
employment. After completion of one year of service with the Company, Mr.
Leith's annual bonus will be increased from $50,000 to $125,000 and thereafter
Mr. Leith will be entitled to an annual bonus of up to 100% of his base salary
based on meeting certain objectives set forth in the Company's business plan.
Upon completion of the Offering, Mr. Leith will receive a one-time signing bonus
of $225,000 and a payment of $150,000 in return for his contribution to the
Company of an industry analysis prepared by him.

97
<PAGE>

Pursuant to Mr. Leith's employment agreement, Mr. Leith will receive a benefits
package in such an amount and of such nature customary in the industry for an
individual with his level of responsibility. Mr. Roberts' employment agreement
provides for bonuses of not less than $50,000 and $112,500 payable prior to
April 15, 1998 and 1999, respectively; thereafter Mr. Roberts will be entitled
to an annual bonus of up to 100% of his base salary based on meeting objectives
set forth in the Company's business plan. In connection with the Acquisitions,
certain officers and key employees of the Company who were formerly officers of
the Operating Subsidiaries have entered into employment agreements with the
Company on substantially the same terms and conditions, other than initial term
and salary, as the Company's agreements with the Named Executive Officers. See
"Certain Relationships and Related Party Transactions."

1997 STOCK PLAN

The Company's 1997 Stock Plan (the "1997 Stock Plan") was approved by the Board
of Directors and the stockholders of the Company in May 1997. The 1997 Stock
Plan provides for the grant of incentive stock options within the meaning of
Section 422 of the Code to employees (including officers and employee directors)
and for the grant of nonstatutory stock options and stock purchase rights
("SPRs") to employees, directors and consultants. An aggregate of 2,000,000
shares of Common Stock have been reserved for issuance pursuant to the 1997
Stock Plan of which options to purchase 865,000 shares of Common Stock will be
outstanding upon consummation of the Offering. Such options will include (a)
options to purchase an aggregate of 522,143 shares of Common Stock at a weighted
average exercise price of $7.39 to be granted to certain officers, directors,
employees and consultants of FirstPak concurrently with the consummation of the
Acquisitions and the Offering and (b) options to purchase an aggregate of
342,857 shares of Common Stock at an exercise price equal to the initial public
offering price set forth on the cover page of the Prospectus prepared in
connection with the Offering to be granted to certain officers and employees of
the Operating Subsidiaries concurrently with the consummation of the
Acquisitions and the Offering. Unless terminated sooner, the 1997 Stock Plan
will terminate automatically in 2007.

The 1997 Stock Plan may be administered by the Board of Directors or a committee
of the Board of Directors (as applicable, the "Administrator"). The
Administrator has the power to determine the terms of the options or SPRs
granted, including the exercise price of the option or SPR, the number of shares
subject to each option or SPR, the exercisability thereof, and the form of
consideration payable upon such exercise. In addition, the Administrator has the
authority to amend, suspend or terminate the 1997 Stock Plan, provided that no
such action may affect any share of Common Stock previously issued and sold or
any option previously granted under the 1997 Stock Plan.

Incentive stock options granted under the 1997 Stock Plan may only be granted to
employees (including officers and directors) of the Company. Nonstatutory stock
options and SPRs may be granted to employees, directors and consultants (as
defined in the 1997 Stock Plan) of the Company. Options and SPRs granted under
the 1997 Stock Plan are not generally transferable by the optionee, and each
option and SPR is exercisable during the lifetime of the optionee only by such
optionee. Options granted under the 1997 Stock Plan that are vested must
generally be exercised within three months after termination of the optionee's
status as an employee, director or consultant of the Company, or within twelve
months after such optionee's termination by death or disability, but in no event
later than the expiration of the option's term. Shares represented by any
unvested portions of the option revert back to the 1997 Stock Plan. SPRs will be
exercisable pursuant to the terms of a restricted stock purchase agreement (the
"Restricted Stock Purchase Agreement"). Once the SPR has been exercised, the
purchaser shall have all rights of a stockholder. Unless the Administrator
determines otherwise, the Restricted Stock Purchase Agreement shall grant the
Company a repurchase option exercisable upon the voluntary or involuntary
termination of the Purchaser's employment with the Company for any reason
(including death or disability). The purchase price for shares repurchased
pursuant to the Restricted Stock Purchase Agreement shall be the original price
paid by the Purchaser and may be paid by cancellation of any indebtedness of the
Purchaser to the Company. The repurchase option shall lapse at a rate determined
by the Administrator.

The exercise price of all incentive stock options granted under the 1997 Stock
Plan as determined by the Administrator must be at least equal to the fair
market value of the Common Stock on the date of grant. The exercise price of
nonstatutory stock options and SPRs granted under the 1997 Stock Plan is
determined by the

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Administrator, but with respect to nonstatutory stock options intended to
qualify as "performance-based compensation" within the meaning of Section 162(m)
of the Internal Revenue Code of 1986, as amended, the exercise price must at
least be equal to the fair market value of the Common Stock on the date of
grant. Options may be granted with an exercise price less than fair market value
pursuant to a merger or other corporate transaction. With respect to any
participant who owns stock representing more than 10% of the voting power of all
classes of the Company's outstanding capital stock, the exercise price of any
incentive stock option granted must equal at least 110% of the fair market value
on the grant date and the term of such incentive stock option must not exceed
five years. The term of all other options granted under the 1997 Stock Plan may
not exceed ten years. Until shares are issued upon exercise of options,
optionees have no right to vote or receive dividends or any other rights as
stockholders by virtue of their having been granted options. The 1997 Stock Plan
provides that no employee, director or consultant may be granted, in any fiscal
year of the Company, options and SPRs to purchase more than 400,000 shares of
Common Stock. Notwithstanding this limit, however, in connection with an
employee's, director's or consultant's initial employment, he or she may be
granted options or SPRs to purchase up to an additional 400,000 shares of Common
Stock.

In addition, the 1997 Stock Plan provides that each director that is not also an
employee of the Company or an Operating Subsidiary shall be automatically
granted an option to purchase 20,000 shares of Common Stock on the later of the
effective date of the plan or the date on which such person first becomes a
non-employee director. Each non-employee director shall also be automatically
granted an option to purchase 5,000 shares on July 1 of each year provided he or
she is then a non-employee director and if, as of such date, he or she shall
have served on the Company's Board of Directors for at least the preceding six
months. Options granted to non-employee directors vest in three annual
installments commencing on the first anniversary of the date of grant, and have
a term of ten years. The exercise price of options granted to non-employee
directors shall be 100% of the fair market value per share of Common Stock on
the date of grant.

The 1997 Plan provides that in the event of a merger of the Company with or into
another corporation, or a sale of substantially all of the Company's assets,
each option and SPR shall be assumed or an equivalent option or SPR substituted
for by the successor corporation. If the outstanding options or SPRs are not
assumed or substituted for by the successor corporation, the Administrator shall
provide for the optionee to have the right to exercise the option or SPR as to
all of the optioned stock, including shares which would not otherwise be vested
or exercisable.

MANAGEMENT BONUS PLAN

The Company plans to adopt the Management Bonus Plan (the "Bonus Plan") pursuant
to which the Company may grant bonuses to officers and key employees of up to
100% of each of their annual salaries. Bonuses under the Bonus Plan will be
determined by the Compensation Committee based upon the attainment of
performance goals established by the Compensation Committee.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Set forth below is a description of certain transactions and relationships
between FirstPak, Inc. and certain persons who will become officers and
directors and principal stockholders of the Company following the Acquisitions
and the Offering. In addition, set forth below is certain information regarding
transactions and relationships prior to the Acquisitions between certain of the
Operating Subsidiaries and their respective officers, directors and principal
stockholders.

ORGANIZATION OF FIRSTPAK, INC.

FirstPak, Inc. was founded by certain individuals associated with Menke Titolo
as a holding company to acquire businesses in the label and packaging industry.
In connection with its formation, FirstPak, Inc. issued, after giving effect to
a recapitalization that will take place upon consummation of the Offering, and
subject to certain adjustments discussed below, 1,110,667 shares of Common Stock
in exchange for certain property, including the business plan for FirstPak,
Inc., contributed by the founding stockholders to the following founding
stockholders: Vincent F. Titolo, 444,267 shares; John D. Menke, 444,267 shares;
and Eric R. Menke, 222,133 shares. Subsequent to the Acquisitions and the
Offering, the 1,110,667 shares of Common Stock issued to the founders in
connection with the formation of FirstPak, Inc. will represent in the aggregate
approximately 10.0% of the outstanding shares of Common Stock of the Company.

For information regarding certain employment arrangements between the Company
and certain directors, officers and key employees, see "Management - Employment
Agreements."

THE ACQUISITIONS

Concurrently with and as a condition to the consummation of the Offering,
FirstPak, Inc. will acquire in four separate transactions all of the issued and
outstanding capital stock of each of the Operating Subsidiaries for an aggregate
of 6,072,012 shares of Common Stock, 220,000 shares of Series A Preferred Stock
and options to purchase 909,193 shares of Common Stock at a weighted average
exercise price of $2.27 per share in a stock-for-stock exchange as follows:

<TABLE>
<CAPTION>
------------------------------------------------------------------
PERCENTAGE OWNERSHIP OF
COMMON STOCK OFFER TO
PERCENTAGE ACQUISITIONS AND THE VALUE OF
SHARES OF OWNERSHIP OF COMMON OFFERING (INCLUDING SHARES OF
COMMON STOCK AFTER THE COMMON STOCK SOLD IN THE COMMON
OPERATING SUBSIDIARIES STOCK ACQUISITIONS OFFERING) STOCK(1)
- ----------------------- ----------- ------------------- ------------------------- -------------
<S> <C> <C> <C> <C>
Wisconsin Label 3,495,911(2) 48.7% 31.5% $48,942,754
St. Louis Litho 1,164,438(3) 16.2 10.5 16,302,132
CalOptical 714,467(4) 10.0 6.4 10,002,538
Blake Printing 697,196(5) 9.7 6.3 9,760,744
----------- --- --- -------------
Total 6,072,012 84.5% 54.6% $85,008,168
----------- --- --- -------------
----------- --- --- -------------
</TABLE>

- ------------------------------

(1)Based upon an assumed initial public offering price of $14 per share.

(2)Excludes 220,000 shares of Series A Preferred Stock and options to purchase
515,577 shares of Common Stock at a weighted average exercise price of $3.50 per
share to be issued to the stockholders of Wisconsin Label in connection with the
Acquisitions. The Series A Preferred Stock is redeemable by the Company under
certain circumstances for an aggregate of $11.0 million and has a deemed
aggregate fair value for purposes hereof of $9.4 million. See Note 6, "Capital
Stock," of Notes to Financial Statements of the Company; "Description of Capital
Stock - Preferred Stock." In connection with the Acquisitions, the Company will
use approximately $21.4 to repay substantially all of the indebtedness of
Wisconsin Label incurred prior to the Acquisitions and outstanding on the date
of this Prospectus.

(3)Excludes options to purchase 24,258 shares of Common Stock at a weighted
average exercise price of $0.11 per share to be issued to the stockholders of
St. Louis Litho in connection with the Acquisitions. In connection with the
Acquisitions, the Company will use approximately $17.1 million to repay
substantially all of the indebtedness of St. Louis Litho incurred prior to the
Acquisitions and outstanding on the date of this Prospectus.

(4)Excludes options to purchase 195,059 shares of Common Stock at a weighted
average price of $0.30 per share to be issued to the stockholders of CalOptical
in connection with the Acquisitions. In connection with the Acquisitions, the
Company will use approximately $2.2 million to repay substantially all of the
indebtedness of CalOptical incurred prior to the Acquisitions and outstanding on
the date of this Prospectus.

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(5)Excludes options to purchase 174,299 shares of Common Stock at a weighted
average price of $1.14 per share to be issued to the stockholders of Blake
Printing in connection with the Acquisitions. In connection with the
Acquisitions, the Company will use approximately $3.7 million to repay
substantially all of the indebtedness of Blake Printing incurred prior to the
Acquisitions and outstanding on the date of this Prospectus.

The 3,495,911 shares of Common Stock to be received by the Wisconsin Label
shareholders in exchange for their shares of Wisconsin Label common stock in
connection with the Acquisitions is based on an assumed initial public offering
price of $14 per share. The actual number of shares of Common Stock to be issued
to the Wisconsin Label shareholders will be adjusted according to a formula that
is based on the initial public offering price. In accordance with the Wisconsin
Label merger agreement, and based upon such formula, the Wisconsin Label
shareholders may receive up to 248,448 additional shares of Common Stock or up
to 103,114 fewer shares of Common Stock, depending upon the initial public
offering price. To the extent the Wisconsin Label shareholders receive such
number of additional or fewer shares of Common Stock, the initial founders of
the Company will retain a correspondingly smaller or larger number of shares of
Common Stock. Assuming an initial public offering price range of $13 to $15 per
share, the initial founders' ownership interest may be adjusted down to a
minimum of 7.8% or up to a maximum of 10.9% of the outstanding Common Stock upon
the consummation of the Offering, in which case the Wisconsin Label shareholders
would own approximately 33.7% or 30.5%, respectively, of the outstanding Common
Stock upon the consummation of the Offering.

The respective purchase prices for each of the Operating Subsidiaries were
determined based on negotiations among FirstPak, Inc. and the individual
Operating Subsidiary. The factors considered by the parties in determining the
purchase prices included, among other things, cash flows, historical operating
results, growth rates, levels of indebtedness and estimated business prospects
of each of the Operating Subsidiaries. With the exception of the number of
shares to be issued to the stockholders of the Operating Subsidiaries and the
issuance of the Series A Preferred Stock to the shareholders of Wisconsin Label,
the acquisition of each of the Operating Subsidiaries is subject to
substantially the same terms and conditions. The agreements relating to the
Acquisitions provide for a portion of the shares of Common Stock to be issued to
the Sellers to be held in escrow after the consummation of the Acquisitions to
satisfy potential obligations of the Sellers in connection with the
Acquisitions.

The Company has filed a registration statement relating to the issuance of the
shares of Common Stock to the Sellers in connection with the Acquisitions. See
"Shares Eligible for Future Sale." Each of the members of the Board of Directors
and certain officers of the Operating Subsidiaries have agreed, as a condition
to the closing of the Acquisitions, to enter into an Affiliate Agreement
restricting sales, dispositions or other transactions reducing their risk of
investment in respect of the shares of Common Stock received by them in the
Acquisitions so as to comply with the requirements of applicable federal
securities and tax laws. In addition, the Company, each of its directors and
officers and the holders of all of the shares, and options or warrants to
purchase shares, of Common Stock that are or will be outstanding subsequent to
the consummation of the Acquisitions and the Offering, and certain related
persons, have agreed with the Underwriters not to (i) offer, pledge, sell,
contract to sell, sell any option or contract to purchase, purchase any option
or contract to sell, grant any option, right or warrant to purchase or otherwise
transfer or dispose of any shares of directly or indirectly, or file or cause to
be filed a registration statement in respect of, Common Stock or securities
convertible into or exercisable or exchangeable for such shares or any similar
securities or (ii) enter into any swap or other agreement that transfers, in
whole or in part, any of the economic consequences of ownership of any shares of
Common Stock for a period of one year (180 days in the case of the Company)
after the date of this Prospectus without the prior written consent of J.P.
Morgan Securities Inc., except (i) that the Company may (a) issue shares of
Common Stock for the purpose of consideration in connection with future
acquisitions and (b) grant options in respect of shares of Common Stock provided
that the recipient of such shares or options agrees to be bound by the terms of
the restrictions set forth above and (ii) for certain other limited exceptions.
In addition, each of the directors and officers of the Company and certain
stockholders of the Company have agreed, for a period of one year after the
expiration of the lock-up period, to sell their shares only in compliance with
the volume limitations set forth in Rule 144 under the Securities Act as in
effect on the date of this Prospectus.

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WISCONSIN LABEL

In connection with the Acquisitions, Terrence R. Fulwiler, the Chief Executive
Officer and a stockholder of Wisconsin Label, will become a Director of the
Company. Mr. Fulwiler will receive 368,905 shares of Common Stock, options to
purchase 11,531 shares of Common Stock at an exercise price per share equal to
25% of the initial public offering price and 23,215 shares of Series A Preferred
Stock in exchange for his shares of capital stock of Wisconsin Label in
connection with the Acquisitions. Mr. Fulwiler will enter into a two-year
covenant not to compete and a five-year employment agreement providing for an
annual base salary of $300,000.

In connection with the Acquisitions, Daniel R. Fulwiler and Jay K. Tomcheck, the
Chief Operating Officer and the Vice President of Finance, respectively, and
stockholders of Wisconsin Label, will become Directors of the Company. Messrs.
Daniel Fulwiler and Tomcheck will receive 161,974 and 32,483 shares of Common
Stock, respectively, options to purchase 86,479 and 107,522 shares of Common
Stock, respectively, at an exercise price per share equal to 25% of the initial
public offering price, and 10,193 and 2,044 shares of Series A Preferred Stock,
respectively, in exchange for their shares of capital stock of Wisconsin Label
in connection with the Acquisitions. Each of Mr. Daniel Fulwiler and Mr.
Tomcheck will enter into two-year covenants not to compete and five-year
employment agreements providing for annual base salaries of $155,000 and
$135,000, respectively.

In addition, in connection with the Acquisitions, certain former stockholders of
Wisconsin Label, will be granted options to purchase an aggregate of 310,045
shares of Common Stock of the Company at an exercise price per share equal to
25% of the initial public offering price.

ST. LOUIS LITHO

In connection with the Acquisitions, Ben Kraft, the Chief Executive Officer and
a stockholder of St. Louis Litho, will receive 77,991 shares of Common Stock and
options to purchase 9,702 shares of Common Stock at an exercise price of $0.11
per share in exchange for his shares of capital stock of St. Louis Litho. Mr.
Kraft will enter into a two-year covenant not to compete and a five-year
employment agreement providing for an annual base salary of $150,000.

CALOPTICAL

In connection with the Acquisitions, Larry Nathanson, the Chief Executive
Officer of CalOptical, will receive 29,722 shares of Common Stock in exchange
for his shares of CalOptical and will also exchange options to purchase 16,407
shares of common stock of CalOptical (representing approximately 21% of the
fully diluted capital stock of CalOptical) at a weighted average exercise price
of $3.59 per share for options to purchase 195,059 shares of Common Stock of the
Company at an exercise price of $0.30 per share. Mr. Nathanson will enter into a
two-year covenant not to compete and a five-year employment agreement providing
for an annual base salary of $250,000.

BLAKE PRINTING

In connection with the Acquisitions, Richard C. Blake, the Chief Executive
Officer and a stockholder of Blake Printing, will become a Director of the
Company. Mr. Blake will receive 610,046 shares of Common Stock in exchange for
his shares of capital stock of Blake Printing. Mr. Blake will enter into a
two-year covenant not to compete and a five-year employment agreement providing
for an annual base salary of $200,000. In connection with the Acquisitions,
Michael P. Glavin, an Executive Vice President of Blake Printing, will receive
87,149 shares of Common Stock of the Company in exchange for his shares of Blake
Printing and will exchange options to purchase an aggregate of 40 shares of
common stock of Blake Printing (representing approximately 20% of the
outstanding capital stock of Blake Printing) for options to purchase 174,299
shares of Common Stock of the Company at an exercise price of $1.14 per share.

R. Michael Mondavi, a Director of the Company, is the President and Chief
Executive Officer of The Robert Mondavi Corporation, a customer of Blake
Printing. In the year ended December 31, 1996, sales by Blake Printing to The
Robert Mondavi Corporation were approximately $450,000.

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CERTAIN TRANSACTIONS INVOLVING THE OPERATING SUBSIDIARIES

WISCONSIN LABEL

Wisconsin Label owns a 20% equity interest in DB Acquisition Corp., the parent
of Dittler Brothers, a commercial printer servicing the airline, hospitality,
governmental, gaming, retail and commercial printing markets. Dittler Brothers
is a customer of Wisconsin Label, and Mr. Terrence Fulwiler is a member of the
board of directors of DB Acquisition Corp. In fiscal 1996, sales to Dittler
Brothers accounted for approximately 7% of the overall sales of Wisconsin Label.
In conjunction with its purchase of its interest in DB Acquisition Corp.,
Wisconsin Label entered into a joint venture with Dittler Brothers (the "Joint
Venture") to produce certain specialty labels for Dittler Brothers, Wisconsin
Label and their respective affiliates. Wisconsin Label and Dittler Brothers
share equally in profits and losses of the Joint Venture and, subject to certain
limitations, Dittler Brothers has agreed to purchase from Wisconsin Label at
least 95% (based on total dollar volume) of Dittler Brothers' label requirements
not sourced from the Joint Venture. Additionally, Dittler Brothers and Wisconsin
Label hold reciprocal non-exclusive rights to produce and sell certain
proprietary technology of the other and have established a joint selling program
to develop and sell new products and new applications of existing products.
Either party may terminate the Joint Venture without cause upon 90 days' prior
written notice or upon 30 days' prior written notice in the event of a material
breach of the terms and conditions of the Joint Venture. Wisconsin Label and
Dittler Brothers have agreed that, during the term of the Joint Venture and for
a period of 18 months following termination thereof, they will not provide any
product, equipment or service competitive or potentially competitive with any
product, equipment or service sold, provided or under development by the other
during the two year period prior to termination of the Joint Venture.

Wisconsin Label is a party to the DB Acquisition Corp. Shareholders' Agreement
dated October 6, 1995 (the "DB Shareholders' Agreement"). The DB Shareholders'
Agreement places certain restrictions on the ability of Wisconsin Label to
transfer its shares in DB Acquisition Corp. The DB Shareholders' Agreement also
provides for co-sale rights and obligations under certain circumstances with
respect to the shares of DB Acquisition Corp. held by Wisconsin Label. In
addition, DB Acquisition Corp. has a right to call the shares of stock
representing Wisconsin Labels' interest in DB Acquisition Corp. after the
earliest to occur of certain events, including the termination of the Joint
Venture, a change of control in Wisconsin Label and the third anniversary of the
DB Shareholders' Agreement. The exercise price of DB Acquisition Corp.'s call
option may be less than the redemption price of $11 million for the Series A
Preferred Stock of the Company to be issued to the former shareholders of
Wisconsin Label in connection with the Acquisitions, which redemption can be
triggered by the exercise of DB Acquisition Corp.'s call option. See
"Description of Capital Stock - Preferred Stock." In addition, under certain
conditions, Wisconsin Label has the right to put such shares back to DB
Acquisition Corp. after the earliest to occur of certain events, including the
fifth anniversary of the DB Shareholders' Agreement, the initial public offering
of DB Acquisition Corp., or any of its subsidiaries, termination of the Joint
Venture or the transfer of shares by management shareholders of DB Acquisition
Corp. representing more than 20% of the outstanding shares of DB Acquisition
Corp. However, under the terms of the DB Shareholders' Agreement, DB Acquisition
Corp is not obligated to honor Wisconsin Label's put right if to do so would
violate the terms of any of DB Acquisition Corp.'s credit facilities. The call
and put options are exercisable at a price determined by a formula based on the
EBITDA of DB Acquisition Corp. and Dittler Brothers over a recent 12-month
period multiplied by five, less total debt outstanding. Dittler Brothers has the
right to terminate the Joint Venture contemporaneously with a call of all of
Wisconsin Label's stock in DB Acquisition Corp. DB Acquisition Corp. has
executed a written waiver of any right to purchase the shares of DB Acquisition
Corp. held by Wisconsin Label that would be triggered by the Acquisitions or the
Offering. DB Acquisition Corp. also has a right of first refusal with respect to
certain transfers by Wisconsin Label of its interest in DB Acquisition Corp.
Pursuant to the Registration Rights Agreement dated October 6, 1995, among DB
Acquisition Corp. and Wisconsin Label, Wisconsin Label has the right to require
DB Acquisition Corp. to register Wisconsin Label's shares of DB Acquisition
Corp. under certain circumstances.

The DB Shareholders' Agreement also contains a covenant which provides that for
so long as Wisconsin Label is a shareholder of DB Acquisition Corp. and for two
years thereafter, it will not, without the prior written consent of DB
Acquisition Corp., engage in any business that is directly competitive with the
business of DB Acquisition Corp. in the areas of (i) scratch-off instant win
lottery tickets and games used for retail promotion, (ii) airline

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timetables and hotel directories, and (iii) direct response printing. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations of the Operating Subsidiaries - Wisconsin Label," "Business -
Products and Services - Label Production."

In connection with the acquisition of Wisconsin Label, FirstPak, Inc. will issue
to the stockholders of Wisconsin Label 220,000 shares of Series A Preferred
Stock. The Series A Preferred Stock will be redeemable for $11 million upon (i)
a sale, merger or other business combination for cash or stock of DB Acquisition
Corp., the parent of Dittler Brothers, or of Dittler Brothers, (ii) the date
that is six months after the closing of a firm commitment underwritten public
offering of DB Acquisition Corp. common stock that represents not less than 20%
of the outstanding capital stock of DB Acquisition Corp. and results in
aggregate gross proceeds to DB Acquisition Corp. in excess of $15 million, (iii)
the sale by the Company of (a) not less than 75% of the shares of DB Acquisition
Corp. owned by Wisconsin Label and result in the receipt of funds (in any
amount) to the Company upon such sale or (b) all or any part of its equity
interest in DB Acquisition Corp. pursuant to which the Company receives not less
than $6 million, (iv) the dissolution, liquidation or winding-up of Dittler
Brothers or (v) the exercise of the put or call options described above as well
as certain other call rights held by DB Acquisition Corp. in connection with
Wisconsin Label's interest in DB Acquisition Corp., the exercise of which, in
certain circumstances, must (a) be with respect to not less than 75% of the
shares of DB Acquisition Corp. owned by Wisconsin Label and the receipt of funds
(in any amount) due to the Company upon such exercise or (b) cause the Company
to receive not less than $6 million in the aggregate pursuant to such exercise.
The redemption of the Series A Preferred Stock may be triggered by events which
do not generate any cash proceeds to the Company or which may generate cash
proceeds substantially less than the redemption price of $11 million. See "Risk
Factors - Possible Need for Additional Financing; Potential Inability to Finance
Redemption of Series A Preferred Stock," "Management's Discussion and Analysis
of Pro Forma Financial Condition and Pro Forma Results of Operations" and
"Description of Capital Stock - Preferred Stock."

A majority-owned subsidiary of Wisconsin Label leases a building from a limited
liability company owned by certain members of management of Wisconsin Label,
including Messrs. Terrence Fulwiler and Tomcheck. The lease term is ten years
beginning April 1, 1994, with a base annual rent of $150,000. Payment of the
lease is guaranteed by Wisconsin Label. Lease payments in fiscal 1994, 1995 and
1996, and for the six months ended June 30, 1997, were $112,000, $150,000,
$150,000 and $75,000, respectively. A majority-owned subsidiary of Wisconsin
Label leases a printing press from a limited liability company owned by certain
members of management of Wisconsin Label, including Messrs. Terrence Fulwiler,
Daniel Fulwiler and Tomcheck. The lease term is seven years beginning March 1,
1996, with a base annual rent of $173,000. Payment of the lease is guaranteed by
Wisconsin Label. Lease payments in fiscal 1996 and for the six months ended June
30, 1997 were $144,000 and $86,000, respectively. Wisconsin Label leases certain
printing equipment from a partnership of which the partners are also directors
and stockholders of Wisconsin Label. The lease term ends July 13, 1998 and
provides for a base annual rent of $21,000. Lease payments in fiscal 1994, 1995
and 1996, and for the six months ended June 30, 1997, were $53,000, $34,000,
$21,000 and $10,000, respectively. Payment of the base rent is guaranteed by
Wisconsin Label.

In August 1995, Wisconsin Label purchased all of the outstanding shares of
Voxcom in exchange for shares of common stock of Wisconsin Label and cash.
Stanley Fulwiler, a stockholder of Wisconsin Label, along with Mary Fulwiler,
Jill Truitt, David Good, Jan Fulwiler, Robin Gates and Mark Shadle, owned all of
the capital stock of Voxcom. In connection with the purchase, Stanley Fulwiler,
David Good and Jill Truitt entered into earn-out arrangements pursuant to which
each were entitled to receive shares of common stock Wisconsin Label. Pursuant
to such arrangements, in 1996, Mr. Stanley Fulwiler received 1,113 shares of
common stock of Wisconsin Label and Mr. Good received 1,010 shares of common
stock of Wisconsin Label. No shares were earned in either 1995 or 1997. Ms.
Truitt terminated her employment with Wisconsin Label in 1996 and did not
receive any shares. The earn-out arrangements for Mr. Stanley Fulwiler and Mr.
Good were terminated in June 1997.

Wisconsin Label guarantees a $150,000 line of credit of Innovative Packaging
Partners, Inc., a label and packaging company in which it owns a 40% equity
interest.

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In connection with the Acquisitions, Wisconsin Label's equity interest in Media
Solutions, Inc.(at June 30, 1997 negative book value of $185,000), a label
production company in which the former stockholders of Wisconsin Label own a 36%
equity interest, will be transferred to a company owned by the former
shareholders of Wisconsin Label.

ST. LOUIS LITHO

In May 1996, St. Louis Litho was acquired in a merger transaction from its
previous owner by certain of its officers and employees, including Ben Kraft,
the President and Chief Executive Officer of St. Louis Litho, Churchill ESOP
Capital Partners ("Churchill") and an investment partnership affiliated with
Menke Titolo for approximately $20.3 million in cash. The purchase price of
$20.3 million and acquisition costs were financed through $3.0 million of
contributed equity, $11.5 million of senior debt, $4.6 million of senior
subordinated debt, and a revolving line-of-credit of approximately $2.1 million.
In exchange for the contributed equity, St. Louis Litho issued 100,000 shares of
common stock to the new stockholders. Mr. Kraft contributed $200,000 in return
for the issuance of 6,800 shares of common stock of St. Louis Litho. An
investment partnership associated with Menke Titolo contributed $1.0 million in
return for the issuance of 34,000 shares of common stock of St. Louis Litho.

Pursuant to a consulting agreement entered into in connection with the
acquisition, Menke Titolo provides certain management and financial consulting
and advisory services to the St. Louis Litho in return for $10,000 per month.
Payments to Menke Titolo under the consulting agreement from the date of the
buyout through December 31, 1996 and in the three months ended March 31, 1997
were $70,000 and $30,000, respectively. The consulting agreement will be
terminated upon consummation of the Offering.

In connection with the management buyout, St. Louis Litho issued to Churchill
warrants to purchase 27,701 shares of common stock of St. Louis Litho
(representing approximately 21% of the outstanding capital stock of St. Louis
Litho) at an exercise price of $0.01 per share. Churchill has notified the
Company that it will exercise the warrant concurrently with the consummation of
the Acquisitions and the Offering and will sell in the Offering the 242,593
shares of Common Stock of FirstPak, Inc. to be issued in connection with the
Acquisitions in exchange for the common stock of St. Louis Litho issuable upon
exercise of the warrant. See "Principal and Selling Stockholders."

CALOPTICAL

In July 1992, CalOptical was formed by certain of its current officers and
employees, BW Capital Corporation ("BW Capital") and an investment partnership
affiliated with Menke Titolo to acquire the business of COL. In connection with
the acquisition of COL, CalOptical obtained a total of $3.6 million ($2.5
million in subordinated notes, $200,000 in notes payable and $850,000 in equity)
to finance the acquisition. As part of the acquisition of COL, CalOptical
entered into a non-competition agreement with the former owners of COL that
provides for quarterly payments to the former owners of $94,000 through October
1997.

Pursuant to a consulting agreement entered into in connection with the
acquisition, Menke Titolo provides certain management and financial consulting
and advisory services to CalOptical in return for $10,000 per month. Payments to
Menke Titolo under the consulting agreement in the twelve months ended December
31, 1994, 1995, 1996, and in the six months ended June 30, 1997, were $120,000,
$120,000, $120,000 and $60,000, respectively. The consulting agreement will be
terminated upon consummation of the Offering.

In connection with the acquisition of CalOptical in October 1992, CalOptical
issued to BW Capital, (i) warrants to purchase 13% of the capital stock of
CalOptical (or approximately 9,945 shares) at an aggregate exercise price of
$97,680 (the "13% Warrant") and (ii) warrants to purchase an additional 10% of
the capital stock of CalOptical (or approximately 7,650 shares) at an exercise
price of $0.01 per share (the "10% Warrant"). Upon consummation of the
Acquisitions, MBR Investment Associates, L.P., a stockholder of CalOptical and
an affiliate of Menke Titolo, will be entitled to purchase the 10% Warrant from
BW Capital for an aggregate purchase price of $30.00. MBR has informed the
Company that it intends to exercise its right to purchase the 10% Warrant
concurrently with the consummation of the Acquisitions and the Offering. Upon
the Acquisitions and its exercise of the 10% Warrant, MBR will receive 90,953
shares of Common Stock of the Company in exchange for the shares of CalOptical
it will receive upon exercise of the 10% Warrant.

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BW Capital has informed the Company that it will exercise the 13% Warrant
concurrently with the consummation of the Acquisitions and the Offering and will
sell in the Offering 59,119 of the 136,072 shares of Common Stock of the Company
it will receive in connection with the Acquisitions in exchange for the common
stock of CalOptical issuable upon its exercise of the 13% Warrant. See
"Principal and Selling Stockholders."

BLAKE PRINTING

Blake Printing has entered into a line of credit which is guaranteed by Richard
C. Blake, its president and chief executive officer, and a partnership of which
Mr. Blake is the sole partner. The line of credit will be substantially repaid
from the proceeds of this Offering. See "Use of Proceeds." The partnership also
has two installment notes with respect to which Blake Printing is a guarantor.
At December 31, 1995, December 29, 1996 and March 30, 1997, the aggregate
outstanding principal amount of these notes was $1.5 million, $1.4 million and
$1.4 million, respectively. Blake Printing also leases certain manufacturing
facilities and office space from this partnership. The lease term is five years
beginning January 1, 1997, with a base annual rent of $290,000. Total lease
payments to the partnership were $273,000, $290,000, $290,000 and $145,000 in
fiscal 1994, 1995 and 1996, and in the six months ended June 30, 1997,
respectively.

COMPANY POLICY

In the future, transactions with officers, directors and affiliates will be
approved by a majority of the Board of Directors, including a majority of the
disinterested members of the Board of Directors, and will be on terms no less
favorable to the Company than could be obtained from unaffiliated third parties.

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PRINCIPAL AND SELLING STOCKHOLDERS

Prior to the Acquisitions and the Offering, all of the Common Stock of FirstPak,
Inc. was held by certain individuals associated with Menke Titolo. The following
table sets forth certain information regarding the beneficial ownership of the
Common Stock of the Company (a) as of June 30, 1997 assuming consummation of the
Acquisitions, and (b) as adjusted to reflect the sale of the Common Stock being
offered hereby and the issuance of options to certain officers and employees of
the Company upon consummation of the Offering, by (i) each person (or group of
affiliated persons) known by the Company to be the beneficial owner of more than
five percent of the outstanding Common Stock; (ii) each Named Executive Officer
of the Company; (iii) each director of the Company; (iv) all of the Company's
directors and executive officers as a group; and (v) the Selling Stockholders.

<TABLE>
<CAPTION>
---------------------------------------------------------------
SHARES BENEFICIALLY SHARES TO BE
OWNED PRIOR BENEFICIALLY OWNED
TO THE OFFERING NUMBER OF AFTER THE OFFERING
------------------------ SHARES ------------------------
NUMBER BEING NUMBER
BENEFICIAL OWNER (1) OF SHARES PERCENT OFFERED OF SHARES PERCENT
- ------------------------------------------------------------------ ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
William T. Leith (2).............................................. 257,143 3.5 257,143 2.3
Vincent F. Titolo (3)............................................. 510,998 7.1 510,998 4.6
Eric R. Roberts (4)............................................... 55,000 * 55,000 *
Eric R. Menke(5).................................................. 222,133 3.1 222,133 2.0
Gary S. Yellin (6)................................................ 25,000 * 25,000 *
John D. Menke (7)................................................. 1,278,808 17.8 1,278,808 11.5
R. Michael Mondavi (8)............................................ 20,000 * 20,000 *
Terrence R. Fulwiler (9).......................................... 380,435 5.3 380,435 3.4
Richard C. Blake.................................................. 610,046 8.5 610,046 5.5
Daniel R. Fulwiler (10)........................................... 248,453 3.4 248,453 2.2
Jay K. Tomcheck (11).............................................. 140,005 1.9 140,005 1.3
Churchill ESOP Capital Partners (12).............................. 671,712 9.4 242,593 429,119 3.9
2400 Metropolitan Centre
333 South Seventh Street
Minneapolis, Minnesota 55402
BW Capital Corporation (13)....................................... 136,072 1.9 59,119 76,953 *
2540 Camino Diablo, Suite 110
Walnut Creek, California 94556
Wisconsin Label ESOP (14)......................................... 1,111,479 15.5 1,111,479 10.0
MBR Investment Associates, L.P.................................... 834,541 11.6 834,541 7.5
All directors and executive officers as a group (10 persons)
(15)............................................................. 3,748,021 48.4 3,748,021 32.1
</TABLE>

- ------------------------------
* Less than one percent.

(1)Beneficial ownership is determined in accordance with the rules of the
Commission. In computing the number of shares beneficially owned by a person and
the percentage ownership of that person, shares of Common Stock subject to
options held by that person that are currently exercisable or exercisable within
60 days of June 30, 1997 are deemed outstanding. Such shares, however, are not
deemed outstanding for the purpose of computing the percentage ownership of any
other person. Except as indicated in the footnotes to this table and pursuant to
applicable community property laws, each stockholder named in the table has sole
voting and investment power with respect to the shares set forth opposite such
stockholder's name.

(2)Includes 257,145 shares of Common Stock issuable upon exercise of options.
Mr. Leith will be granted options to purchase an additional 150,000 shares of
Common Stock upon the consummation of the Offering. The shares of Common Stock
issuable upon exercise of the options may not be sold for two years from the
date of grant.

(3)Includes 66,731 shares beneficially owned by Menke Titolo pursuant to its
ownership interest in MBR Investment Associates, L.P. Mr. Titolo is a
stockholder and director of Menke Titolo, a limited partner of MBR Associates,
L.P., the general partner of MBR Investment Associates, L.P. The number of
shares beneficially owned by Mr. Titolo is subject to certain adjustments. See
"Certain Relationships and Related Party Transactions." Mr. Titolo disclaims
beneficial ownership of the shares held by such entity except to the extent of
his beneficial ownership in such entity.

(4)Includes 55,000 shares of Common Stock issuable upon exercise of options. Mr.
Roberts will be granted options to purchase an additional 55,000 shares of
Common Stock upon consummation of the Offering. The shares of Common Stock
issuable upon exercise of the options may not be sold for two years from the
date of grant.

(5)The number of shares beneficially owned by Mr. Menke is subject to certain
adjustments. See "Certain Relationships and Related Party Transactions."

(6)Comprised of 25,000 shares of Common Stock issuable upon exercise of options.

(7)Includes 834,541 shares beneficially owned by MBR Investment Associates, L.P.
Mr. Menke is (x) a stockholder and director of the corporate general partner (y)
an individual general partner and (z) a stockholder and director of Menke
Titolo, a limited partner of MBR Associates, L.P., the general partner of MBR
Investment Associates, L.P. Mr. Menke disclaims beneficial ownership of the
shares held by such entity except to the extent of his beneficial ownership in
such entity. The number of shares beneficially owned by Mr. Menke is subject to
certain adjustments. See "Certain Relationships and Related Party Transactions."

(8)Mr. Mondavi will be granted options to purchase 20,000 shares of Common Stock
issuable upon exercise of options upon consummation of the Offering.

(9)Includes 11,531 shares of Common Stock issuable upon exercise of options. The
number of shares beneficially owned by Mr. Fulwiler is subject to certain
adjustments. See "Certain Relationships and Related Party Transactions."

(10)
Includes 86,479 shares of Common Stock issuable upon exercise of options. The
number of shares beneficially owned by Mr. Fulwiler is subject to certain
adjustments. See "Certain Relationships and Related Party Transactions."

(11)
Includes 107,522 shares of Common Stock issuable upon exercise of options.
The number of shares beneficially owned by Mr. Tomcheck is subject to certain
adjustments. See "Certain Relationships and Related Party Transactions."

(12)

Includes 242,593 shares of Common Stock issuable upon exercise of warrants.

(13)

Includes 118,238 shares of Common Stock issuable upon exercise of warrants.

(14)
The number of shares beneficially owned by the Wisconsin Label ESOP is
subject to certain adjustments. See "Certain Relationships and Related Party
Transactions."

(15)
Shares beneficially owned prior to the Offering for all directors and
executive officers as a group includes an aggregate of 562,675 shares of Common
Stock issuable upon exercise of options. Shares beneficially owned after the
offering includes an aggregate of 562,675 shares of Common Stock issuable upon
exercise of options.

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<PAGE>
DESCRIPTION OF CAPITAL STOCK

The authorized capital stock of the Company consists of 100,000,000 shares of
Common Stock, par value $0.001 per share, and 10,000,000 shares of preferred
stock, par value $0.001 per share (the "Preferred Stock"). The following summary
description of the capital stock of the Company does not purport to be complete
and is subject to the detailed provisions of, and is qualified in its entirety
by reference to, the Restated Certificate of Incorporation and Bylaws of the
Company, copies of which have been filed as exhibits to the registration
statement of which this Prospectus is a part, and to the applicable provisions
of the DGCL.

COMMON STOCK

Holders of Common Stock are entitled to one vote for each share held of record
on all matters submitted to a vote of the stockholders. Subject to the rights of
any holders of Preferred Stock, holders of Common Stock are entitled to receive
ratably such dividends as may be declared by the Board of Directors out of funds
legally available. In the event of a liquidation, dissolution or winding up of
the Company, holders of Common Stock are entitled to share ratably in the
distribution of all assets remaining after payment of liabilities, subject to
the rights of any holders of Preferred Stock. Holders of Common Stock have no
preemptive rights to subscribe for additional shares of the Company and no right
to convert their Common Stock into any other securities. In addition, there are
no redemption or sinking fund provisions applicable to the Common Stock. All of
the outstanding shares of Common Stock are, and the Common Stock offered hereby
will be, fully paid and nonassessable.

PREFERRED STOCK

The Board of Directors is authorized, without further action by the
stockholders, to issue any or all shares of authorized Preferred Stock as a
class without series or in one or more series and to fix the rights,
preferences, restrictions and designations thereof, including dividend rights,
conversion rights, voting rights, terms of redemption (including sinking fund
provisions), liquidation preferences and the number of shares constituting any
series. The issuance of Preferred Stock could adversely affect the voting power
of holders of Common Stock and could have the effect of delaying, deferring or
impeding a change in control of the Company. Except as discussed in the next
paragraph, as of the date of this Prospectus, the Company has not authorized the
issuance of any Preferred Stock, and there are no plans, agreements or
understandings for the issuance of any shares of Preferred Stock.

In connection with the acquisition of Wisconsin Label, FirstPak, Inc. will issue
to the former stockholders of Wisconsin Label 220,000 shares of its Series A
Preferred Stock. The Series A Preferred Stock will entitle its holder to one
vote for each share held on all matters presented to stockholders for approval.
Holders of shares of Series A Preferred Stock are entitled to an aggregate of up
to $11 million upon liquidation of the Company in preference to the holders of
Common Stock but will not be entitled to receive any dividends. The Series A
Preferred Stock will be redeemable for $11 million upon (i) a sale, merger or
other business combination for stock or cash of DB Acquisition Corp., the parent
of Dittler Brothers, or of Dittler Brothers, (ii) the date that is six months
after the closing of a firm commitment underwritten public offering of DB
Acquisition Corp. common stock that represents not less than 20% of the
outstanding capital stock of DB Acquisition Corp. and results in aggregate gross
proceeds to DB Acquisition Corp. in excess of $15 million, (iii) the sale by the
Company of (a) not less than 75% of the shares of DB Acquisition owned by
Wisconsin Label that results in the receipt of funds (in any amount) to the
Company upon such sale or (b) all or any part of its equity interest in DB
Acquisition Corp. pursuant to which the Company receives not less than $6
million, (iv) the dissolution, liquidation or winding-up of Dittler Brothers or
(v) the exercise of certain put or call options attached to Wisconsin Label's
interest in DB Acquisition Corp., the exercise of which, in certain
circumstances, must (a) be with respect to not less than 75% of the shares of DB
Acquisition owned by Wisconsin Label and the receipt of funds (in any amount)
due to the Company upon such exercise or (b) cause the Company to receive not
less than $6 million in the aggregate pursuant to such exercise. The exercise
price of DB Acquisition Corp.'s call options may be less than the redemption
price of $11 million for the Series A Preferred Stock, which redemption can be
triggered by the exercise of DB Acquisition Corp.'s call options. See "Risk
Factors -- Possible Need for Additional Financing; Potential Inability to
Finance Redemption of Series A Preferred Stock," "Management's

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Discussion and Analysis of Pro Forma Financial Condition and Pro Forma Results
of Operations" and "Certain Relationships and Related Party Transactions --
Certain Transaction Involving the Operating Subsidiaries -- Wisconsin Label."

CERTAIN PROVISIONS OF DELAWARE LAW AND THE COMPANY'S RESTATED CERTIFICATE OF
INCORPORATION AND BYLAWS

The Company is subject to the provisions of Section 203 of the DGCL. Section 203
prohibits a publicly-held Delaware corporation from engaging in a "business
combination" with an "interested stockholder" for a period of three years after
the date of the transaction in which the person became an interested
stockholder, unless the business combination is approved in a prescribed manner.
A "business combination" includes a merger, asset sale or other transaction
resulting in a financial benefit to the interested stockholder. Subject to
certain exceptions, an "interested stockholder" is a person who, together with
affiliates and associates, owns, or within three years prior to the proposed
business combination has owned 15% or more of the corporation's voting stock.

The Company's Restated Certificate of Incorporation provides that for a period
of three years after the Offering the Company shall not, without obtaining the
approval of either (a) Terrence R. Fulwiler and either of the Wisconsin Label
Nominees, or (b) both of the Wisconsin Label Nominees approve (i) issuances of
equity securities under certain circumstances (but not including securities to
be issued pursuant to stock option plans or in connection with acquisitions),
(ii) the termination of the chief executive officer of Wisconsin Label, (iii)
the closing of a label production manufacturing facility of Wisconsin Label
which closing would result in the termination of in excess of 50 employees
thereof, (iv) removal of a member of the Board of Directors without cause and
(v) an increase in the number of authorized directors of the Company to a number
greater than eleven (vi) altering the provision in the Company's Restated
Certificate of Incorporation for cumulative voting for the Board of Directors or
the provision described herein; and (vii) altering certain other provisions in
the Company's Restated Certificate of Incorporation regarding the composition of
the Board of Directors.

The Bylaws of the Company provide that stockholders must follow an advance
notification procedure for certain stockholder nominations of candidates for the
Board of Directors and for certain other stockholder business to be conducted at
an annual meeting. The Company's Restated Certificate of Incorporation divides
the Board of Directors into three classes of directors with each class serving a
staggered three-year term. The classification system of electing directors may
tend to discourage a third party from making a tender offer or otherwise
attempting to obtain control of the Company and may maintain the incumbency of
the Board of Directors, as it generally makes it more difficult for stockholders
to replace a majority of the directors. These provisions could, under certain
circumstances, operate to delay, defer or prevent a change in control of the
Company.

The Company's Restated Certificate of Incorporation provides that, for a period
of seven years after the Offering stockholders may cumulate votes in elections
of directors. In an election of directors, each stockholder will be entitled to
cast a number of votes equal to the number of directors to be elected multiplied
by the number of votes to which such stockholder's shares are normally entitled.
A stockholder that gives proper notice of its intention to cumulate votes may
cast all the votes to which it is entitled for one candidate, or it may
distribute such votes among any or all of the candidates as it sees fit.

In addition, the Company's Restated Certificate of Incorporation provides that
in the event that Terrence Fulwiler or either of the Wisconsin Label Nominees
leaves the Board prior to the date that is three years from the consummation of
the Offering in the case of Terrence Fulwiler and prior to the date that is four
years from the consummation of the Offering in the case of either of the
Wisconsin Label Nominees as a result of death, resignation, disqualification,
removal or certain other causes, the Board will appoint a nominee of the former
Wisconsin Label shareholders to serve out the term of the departing board
member.

The Company's Restated Certificate of Incorporation also provides that approval
of holders of not less than 90% of the Common Stock is required to alter the
provisions in the Restated Certificate of Incorporation that call for (i)
cumulative voting for the Board of Directors, (ii) three classes of directors,
(iii) the requirement of approval of two of either (a) Terrence Fulwiler and
either of the Wisconsin Label Nominees, or (b) both of the Wisconsin Label
Nominees for certain actions by the Company and (iv) replacement of Terrence
Fulwiler or either of the Wisconsin Label Nominees upon leaving the Board under
certain circumstances.

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<PAGE>
LIMITATION OF LIABILITY; INDEMNIFICATION

The Company's Restated Certificate of Incorporation contains certain provisions
permitted under the DGCL relating to the liability of directors. These
provisions eliminate a director's personal liability for monetary damages
resulting from a breach of fiduciary duty, except in certain circumstances
involving certain wrongful acts, including (i) for any breach of the director's
duty of loyalty to the Company or its stockholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law, (iii) under Section 174 of the DGCL or (iv) for any transaction from
which the director derives an improper personal benefit. These provisions do not
limit or eliminate the rights of the Company or any stockholder to seek
non-monetary relief, such as an injunction or rescission, in the event of a
breach of a director's fiduciary duty. These provisions will not alter a
director's liability under federal securities laws. The Company's Bylaws also
contain provisions indemnifying the directors and officers of the Company to the
fullest extent permitted by the DGCL. See "Management - Limitation of Liability
and Indemnification Matters."

TRANSFER AGENT AND REGISTRAR

The Transfer Agent and Registrar for the Common Stock is BankBoston.

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<PAGE>

SHARES ELIGIBLE FOR FUTURE SALE

Upon completion of this Offering and the Acquisitions, the Company will have
11,111,250 shares of Common Stock outstanding. The 4,230,283 shares of Common
Stock sold in this Offering will be freely tradeable without restriction or
further registration under the Securities Act, unless acquired by an "affiliate"
of the Company as that term is defined in Rule 144. The 5,770,300 (net of shares
sold in the Offering) shares of Common Stock to be issued to the Sellers in
connection with the Acquisitions will be registered under the Securities Act
and, subject to the contractual restrictions on resale set forth below, will be
freely tradeable unless acquired by affiliates of the Company or persons who
were affiliates of the Operating Subsidiaries prior to the Acquisitions. The
1,110,667 shares of Common Stock outstanding prior to consummation of the
Acquisitions will be deemed "restricted" securities within the meaning of Rule
144 under the Securities Act ("Restricted Shares") and may not be resold without
registration under the Securities Act or pursuant to an exemption from
registration, including exemptions provided by Rule 144 under the Securities
Act. All of the Restricted Shares are subject to lock-up agreements (as
described under "Underwriting"). The Restricted Shares will become eligible for
sale beginning one year after the date of this Prospectus upon expiration of
such lock-up agreements and subject to compliance with Rule 144.

In general, under Rule 144 as currently in effect, a stockholder who has
beneficially owned for at least one year shares privately acquired directly or
indirectly from the Company or from an affiliate of the Company, and persons who
are affiliates of the Company who have acquired the shares in registered
transactions, will be entitled to sell within any three-month period a number of
shares that does not exceed the greater of (i) one percent of the outstanding
shares of Common Stock (approximately 111,112 shares immediately after
consummation of the Offering); or (ii) the average weekly trading volume in the
Common Stock during the four calendar weeks preceding such sale. Sales under
Rule 144 are also subject to certain requirements relating to the manner and
notice of sale and the availability of current public information about the
Company. A person who is not deemed to have been an affiliate of the Company at
any time during the three months preceding a sale and who has beneficially owned
the shares proposed to be sold for at least two years, is entitled to sell such
shares under Rule 144(k) without regard to the volume limitations or other
requirements described above. The foregoing summary of Rule 144 is not intended
to be a complete description of that rule.

The Company has authorized 2.0 million shares of Common Stock for issuance under
the 1997 Stock Plan. Concurrently with the consummation of the Acquisitions and
the Offering, the Company will grant options to purchase an aggregate of 342,857
shares of Common Stock at an exercise price equal to the initial public offering
price set forth on the cover page of this Prospectus to certain officers and
employees of the Operating Subsidiaries under the 1997 Stock Plan. In addition,
options to purchase 50,000 shares of Common Stock were granted to an officer of
the Company prior to this Offering and the Company intends to grant options to
purchase an aggregate of 522,143 shares of Common Stock to certain officers,
directors, consultants and employees under the 1997 Stock Plan concurrently with
the consummation of this Offering. The Company intends to file a registration
statement on Form S-8 as soon as practicable after the consummation of the
Offering with respect to all or a portion of the shares of Common Stock issuable
upon exercise of such options.

The Company, each of its directors and officers and the holders of all of the
shares, and options or warrants to purchase shares, of Common Stock that are or
will be outstanding subsequent to the consummation of the Acquisitions and the
Offering, and certain related persons, have agreed with the Underwriters not to
(i) offer, pledge, sell, contract to sell, sell any option or contract to
purchase, purchase any option or contract to sell, grant any option, right or
warrant to purchase or otherwise transfer or dispose of any shares of directly
or indirectly, or file or cause to be filed a registration statement in respect
of, Common Stock or securities convertible into or exercisable or exchangeable
for such shares or any similar securities or (ii) enter into any swap or other
agreement that transfers, in whole or in part, any of the economic consequences
of ownership of any shares of Common Stock for a period of one year (180 days in
the case of the Company) after the date of this Prospectus without the prior
written consent of J.P. Morgan Securities Inc., except (i) that the Company may
(a) issue shares of Common Stock for the purpose of consideration in connection
with future acquisitions and (b) grant options in respect of shares of Common
Stock provided that in each case the recipient of such shares or options agrees
to be bound by the terms of the restrictions set forth above and (ii) for
certain other limited exceptions. In addition,

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each of the directors and officers of the Company and certain stockholders of
the Company have agreed, for a period of one year after the expiration of the
lock-up period, to sell their shares only in compliance with the volume
limitations set forth in Rule 144 under the Securities Act as in effect on the
date of the Prospectus.

Prior to this Offering, there has been no market for the Common Stock. No
predictions can be made with respect to the effect, if any, that public sales of
shares of Common Stock or the availability of shares for sale will have on the
market price of the Common Stock after consummation of the Offering. Sales of
substantial amounts of Common Stock in the public market following the Offering,
or the perception that such sales may occur, could adversely affect the market
price of the Common Stock or the ability of the Company to raise capital through
sales of its equity securities. See "Risk Factors - No Prior Public Market;
Possible Volatility of Stock Price."

Each of the members of the Board of Directors and certain officers of the
Operating Subsidiaries have agreed, as a condition to the closing of the
Acquisitions, to enter into an Affiliate Agreement restricting sales,
dispositions and other transactions which would reduce their risk of investment
with respect to the shares of Common Stock received by them in the Acquisitions
so as to comply with the requirements of applicable federal securities and tax
laws.

LEGAL MATTERS

The validity of the shares of Common Stock offered hereby will be passed upon
for the Company by Wilson Sonsini Goodrich & Rosati, Professional Corporation,
Palo Alto, California.

EXPERTS

The financial statements or consolidated financial statements, as applicable, as
of and for the periods and companies listed below included in this Prospectus
and the related financial statement schedules included elsewhere in the
Registration Statement have been audited by Deloitte & Touche LLP, independent
auditors, as stated in their reports herein and elsewhere in the Registration
Statement, and such financial statements and schedules are included in reliance
upon the reports of such firm given upon their authority as experts in
accounting and auditing.

The companies and periods referred to above are:

FirstPak, Inc. as of December 31, 1996 and for the period from inception
(February 23, 1996) to December 31, 1996.

Wisconsin Label Corporation and subsidiaries as of December 31, 1995 and 1996
and for the years ended December 31, 1994, 1995 and 1996.

St. Louis Lithographing Company and Predecessor as of December 31, 1995
(Predecessor) and 1996 (Successor) and for the years ended December 31, 1994 and
1995 and for the period from January 1, 1996 to May 31, 1996 (Predecessor) and
for the period from June 1, 1996 (date of acquisition) to December 31, 1996
(Successor).

CalOptical Holding Corporation and subsidiary as of December 31, 1995 and 1996
and for the years ended December 31, 1994, 1995 and 1996.

Blake Printing and Publishing, Inc. as of December 31, 1995 and December 29,
1996 and for the years ended January 1, 1995, December 31, 1995 and December 29,
1996.

ADDITIONAL INFORMATION

The Company has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement on Form S-4 (herein, together with all
amendments thereto, called the "Registration Statement") under the Securities
Act and the rules and regulations promulgated thereunder, covering the Common
Stock offered hereby. This Prospectus omits certain information contained in the
Registration Statement, and reference is made to the Registration Statement and
the exhibits and schedules thereto for further information with respect to the
Company and the Common Stock offered hereby. Statements contained in this
Prospectus as to the contents of any contract, agreement or other document filed
as an exhibit to the Registration Statement summarize the

112
<PAGE>

material terms of such documents but are not necessarily complete, and in each
instance, reference is made to the exhibit for a more complete description of
the matter involved, each such statement being qualified in its entirety by such
reference. The Registration Statement, including the exhibits thereto, may be
inspected and copied at the public reference facilities maintained by the
Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549
and at the regional offices of the Commission maintained at 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661 and Seven World Trade Center, Suite
1300, New York, New York 10048. Copies of such materials may be obtained from
the Public Reference Section of the Commission, Room 1024, Judiciary Plaza, 450
Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. In addition,
registration statements and certain other filings made with the Commission
through its Electronic Data Gathering, Analysis and Retrieval ("EDGAR") system
are publicly available through the Commission's site on the Internet's World
Wide Web, located at http://www.sec.gov. The Registration Statement, including
all exhibits thereto and amendments thereof, has been filed with the Commission
through EDGAR.

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FIRSTPAK, INC. AND OPERATING SUBSIDIARIES
INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
Page
<S> <C>
FIRSTPAK, INC. AND OPERATING SUBSIDIARIES
PRO FORMA COMBINED FINANCIAL STATEMENTS:
Basis of Presentation.................................................................................... F-3
Pro Forma Combined Balance Sheet, June 30, 1997.......................................................... F-4
Pro Forma Combined Statements of Income:
Year Ended December 31, 1996........................................................................... F-5
Six Months Ended June 30, 1996......................................................................... F-6
Six Months Ended June 30, 1997......................................................................... F-7
Notes to Pro Forma Combined Financial Statements......................................................... F-8
FIRSTPAK, INC.:
Independent Auditors' Report............................................................................. F-18
Balance Sheets as of December 31, 1996 and June 30, 1997................................................. F-19
Statements of Loss and Accumulated Deficit for the Period from February 23, 1996 (Inception) to December
31, 1996 and for the Six Months Ended June 30, 1997.................................................... F-20
Statements of Cash Flows for the Period from February 23, 1996 (Inception) to December 31, 1996 and for
the Six Months Ended June 30, 1997..................................................................... F-21
Notes to Financial Statements............................................................................ F-22
WISCONSIN LABEL CORPORATION AND SUBSIDIARIES:
Independent Auditors' Report............................................................................. F-28
Consolidated Balance Sheets as of December 31, 1995 and 1996 and June 30, 1997........................... F-29
Consolidated Statements of Income for the Years Ended December 31, 1994, 1995 and 1996 and for the Six
Months Ended June 30, 1996 and 1997.................................................................... F-30
Consolidated Statements of Stockholders' Equity for the Years Ended December 31, 1994, 1995 and 1996 and
for the Six Months Ended June 30, 1997................................................................. F-31
Consolidated Statements of Cash Flows for the Years Ended December 31, 1994, 1995 and 1996 and for the
Six Months Ended June 30, 1996 and 1997................................................................ F-32
Notes to Consolidated Financial Statements............................................................... F-33
ST. LOUIS LITHOGRAPHING COMPANY AND PREDECESSOR COMPANY:
Independent Auditors' Report............................................................................. F-44
Balance Sheets as of December 31, 1995 (Predecessor Company) and 1996
(Successor Company) and June 30, 1997 (Successor Company).............................................. F-45
Statements of Operations for the Years Ended December 31, 1994 and 1995 and for the Period From January
1, 1996 through May 31, 1996 (Predecessor Company) and for the Period from June 1, 1996 (Date of
Acquisition) through December 31, 1996, for the One Month Ended June 30, 1996 and for the Six Months
Ended June 30, 1997 (Successor Company) and Pro Forma Statements of Operations for the Six Months Ended
June 30, 1996 and for the Year Ended December 31, 1996................................................. F-46
Statements of Changes in Stockholders' Equity for the Years Ended December 31, 1994 and 1995 and for the
Period From January 1, 1996 through May 31, 1996 (Predecessor Company) and for the Period from June 1,
1996 (Date of Acquisition) through December 31, 1996 and for the Six Months Ended June 30, 1997
(Successor Company).................................................................................... F-47
Statements of Cash Flows for the Years Ended December 31, 1994 and 1995 and for the Period From January
1, 1996 through May 31, 1996 (Predecessor Company) and for the Period from June 1, 1996 (Date of
Acquisition) through December 31, 1996, for the One Month Ended June 30, 1996 and for the Six Months
Ended June 30, 1997 (Successor Company)................................................................ F-48
Notes to Financial Statements............................................................................ F-49
</TABLE>

F-1
<PAGE>

<TABLE>
<CAPTION>
Page
<S> <C>
CALOPTICAL HOLDING CORPORATION AND SUBSIDIARY:
Independent Auditors' Report............................................................................. F-58
Consolidated Balance Sheets as of December 31, 1995 and 1996 and June 30, 1997........................... F-59
Consolidated Statements of Operations for the Years Ended December 31, 1994, 1995 and 1996, and for the
Six Months Ended June 30, 1996 and 1997................................................................ F-60
Consolidated Statements of Shareholders' Equity for the Years Ended December 31, 1994, 1995 and 1996, and
for the Six Months Ended June 30, 1997................................................................. F-61
Consolidated Statements of Cash Flows for the Years Ended December 31, 1994, 1995 and 1996, and for the
Six Months Ended June 30, 1996 and 1997................................................................ F-62
Notes to Consolidated Financial Statements............................................................... F-63
BLAKE PRINTING AND PUBLISHING, INC.:
Independent Auditors' Report............................................................................. F-72
Balance Sheets as of December 31, 1995, December 29, 1996 and June 29, 1997.............................. F-73
Statements of Income for the Years Ended January 1, 1995, December 31, 1995 and December 29, 1996 and for
the Six Months Ended June 30, 1996 and June 29, 1997................................................... F-74
Statements of Changes in Stockholders' Equity for the Years Ended January 1, 1995, December 31, 1995 and
December 29, 1996 and for the Six Months Ended June 29, 1997........................................... F-75
Statements of Cash Flows for the Years Ended January 1, 1995, December 31, 1995 and December 29, 1996 and
for the Six Months Ended June 30, 1996 and June 29, 1997............................................... F-76
Notes to Financial Statements............................................................................ F-77
</TABLE>

F-2
<PAGE>
PRO FORMA COMBINED FINANCIAL STATEMENTS
BASIS OF PRESENTATION (UNAUDITED)

The following unaudited pro forma combined financial statements give effect to
the Acquisitions by FirstPak, Inc. ("FirstPak" or "FPI") of (i) Wisconsin Label
("WL"), (ii) St. Louis Litho ("SLL"), (iii) CalOptical ("COH") and (iv) Blake
Printing ("BPP"). These Acquisitions will occur simultaneously with the closing
of FirstPak, Inc.'s Offering. Upon consummation of the Acquisitions at an
assumed initial public offering price of $14 per share, the former stockholders
of Wisconsin Label will, as a group, own approximately 48.6% of the Company's
Common Stock and control approximately 50.2% of the Company's voting interests.
As such Common Stock ownership and voting interests will exceed (i) the separate
Company ownership and voting interests of the former stockholder groups for St.
Louis Litho, CalOptical, or Blake Printing, or (ii) the FirstPak stockholders'
carryover ownership and voting interests just prior to the consummation of the
Acquisitions, the Acquisitions will be accounted for as a "reverse acquisition"
by Wisconsin Label as the accounting acquirer using the purchase method of
accounting. As a result, the Company's comparative consolidated financial
statements for periods prior to the consummation of the Acquisitions prepared
for comparative purposes subsequent to the consummation of the Acquisitions will
be the historical consolidated financial statements of Wisconsin Label with
certain amounts within "Stockholders' Equity" restated to reflect the impact of
FirstPak's acquisition of Wisconsin Label. The unaudited pro forma combined
financial statements also give effect to the issuance of (i) Common Stock and
Series A Preferred Stock to be issued by FirstPak, Inc. to the sellers of the
Operating Subsidiaries (the "Sellers") upon the closing of the Acquisitions and
(ii) the Common Stock issued to the public upon the closing of the Offering.
These pro forma combined financial statements are based on the historical
financial statements of FirstPak, Inc. and the Operating Subsidiaries included
elsewhere in this Prospectus, except for St. Louis Litho's financial statements
for the six months ended June 30, 1996 and for the year ended December 31, 1996,
which are discussed in Note 2 to the notes to pro forma combined financial
statements, and the estimates and assumptions set forth below and in the notes
to the unaudited pro forma combined financial statements.

The unaudited pro forma combined balance sheet gives effect to the Acquisitions
and the Offering (collectively, the "Transactions"), at an assumed initial
public Offering price of $14 per share, as if they had occurred on June 30,
1997. The unaudited pro forma combined statements of income give effect to the
Transactions as if they had occurred on January 1, 1996.

The pro forma adjustments are based on preliminary estimates, currently
available information and certain assumptions that management deems appropriate.
In management's opinion, the preliminary estimates regarding allocation of
purchase price are not expected to materially differ from the final adjustments.
These adjustments will be finalized after the closing of the Transactions. The
unaudited pro forma combined financial statements presented herein are not
necessarily indicative of (i) the results the Company would have experienced had
such events occurred at January 1, 1996, (ii) the future results of the Company,
(iii) its financial position had such events occurred on June 30, 1997 or (iv)
the future financial position of the Company. The unaudited pro forma combined
financial statements should be read in conjunction with the other financial
statements and notes included elsewhere in this Prospectus.

F-3
<PAGE>

FIRSTPAK, INC. AND OPERATING SUBSIDIARIES
PRO FORMA COMBINED BALANCE SHEET (UNAUDITED)
JUNE 30, 1997

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
PURCHASE
ACCOUNTING
HISTORICAL PRO FORMA
(IN THOUSANDS) WL FPI SLL COH BPP COMBINED ADJUSTMENTS
--------- --------- --------- --------- --------- ----------- -----------
ASSETS
Current assets:
Cash and cash equivalents................ $ 1,158 $ 5 $ 1 $ 1 $ 109 $ 1,274 $ -
Accounts receivable - net................ 14,629 - 3,348 2,163 1,794 21,934 -
Inventories.............................. 8,665 - 2,599 2,181 677 14,122 73
Prepaid expenses and other............... 713 1,803 411 151 435 3,513 (289)
--------- --------- --------- --------- --------- ----------- -----------
Total current assets................... 25,165 1,808 6,359 4,496 3,015 40,843 (216)
Property and equipment - net............... 16,450 - 10,586 832 4,121 31,989 2,498
Other assets............................... 7,013 273 164 668 70 8,188 185
Goodwill................................... - - 8,410 675 16 9,101 21,697
--------- --------- --------- --------- --------- ----------- -----------
Total assets............................... $ 48,628 $ 2,081 $ 25,519 $ 6,671 $ 7,222 $ 90,121 $ 24,164
--------- --------- --------- --------- --------- ----------- -----------
--------- --------- --------- --------- --------- ----------- -----------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Short-term debt and notes payable........ $ 4,603 $ - $ - $ 193 $ - $ 4,796 $ -
Current maturities of long-term debt..... 2,374 - 1,187 515 850 $ 4,926 -
Accounts payable......................... 6,413 2,494 901 873 653 11,334 558
Accrued liabilities...................... 2,349 - 984 624 346 4,303 -
Income taxes payable..................... 371 - 289 222 73 955 -
Other current liabilities................ - - - - 42 42 -
--------- --------- --------- --------- --------- ----------- -----------
Total current liabilities.............. 16,110 2,494 3,361 2,427 1,964 26,356 558
Long-term debt............................. 14,421 - 15,878 1,289 2,935 34,523 -
Deferred compensation...................... 813 - - - - 813 -
Deferred income taxes...................... 1,350 - 3,069 - 140 4,559 (2,415)
Minority interest and other................ 258 - - 232 - 490 -
Redeemable preferred stock................. - - - - - - 9,440
Warrants with put option................... - - - 2,240 - 2,240 (2,240)
Stockholders' equity:
Common stock............................. 294 2 1 1 16 314 (306)
Additional paid-in capital............... 1,681 - 3,154 482 411 5,728 41,219
Unamortized stock based compensation..... - - (114) - - (114) 114
Retained earnings (accumulated
deficit)................................ 13,701 (415) 170 - 1,756 15,212 (22,206)
--------- --------- --------- --------- --------- ----------- -----------
Total stockholders' equity (deficit)... 15,676 (413) 3,211 483 2,183 21,140 18,821
--------- --------- --------- --------- --------- ----------- -----------
Total liabilities and stockholders'
equity.................................... $ 48,628 $ 2,081 $ 25,519 $ 6,671 $ 7,222 $ 90,121 $ 24,164
--------- --------- --------- --------- --------- ----------- -----------
--------- --------- --------- --------- --------- ----------- -----------

PRO FORMA OFFERING
COMPANY PRO FORMA PRO FORMA
(IN THOUSANDS) PRE-OFFERING ADJUSTMENTS COMPANY
----------- ----------- -----------
ASSETS
Current assets:
Cash and cash equivalents................ $ 1,274 $ 1,628 $ 2,902
Accounts receivable - net................ 21,934 - 21,934
Inventories.............................. 14,195 - 14,195
Prepaid expenses and other............... 3,224 (2,097) 1,127
----------- ----------- -----------
Total current assets................... 40,627 (469) 40,158
Property and equipment - net............... 34,487 - 34,487
Other assets............................... 8,373 468 8,841
Goodwill................................... 30,798 - 30,798
----------- ----------- -----------
Total assets............................... $ 114,285 $ (1) $ 114,284
----------- ----------- -----------
----------- ----------- -----------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Short-term debt and notes payable........ $ 4,796 $ (4,796) $ -
Current maturities of long-term debt..... 4,926 (4,864) 62
Accounts payable......................... 11,892 (3,052) 8,840
Accrued liabilities...................... 4,303 (131) 4,172
Income taxes payable..................... 955 - 955
Other current liabilities................ 42 - 42
----------- ----------- -----------
Total current liabilities.............. 26,914 (12,843) 14,071
Long-term debt............................. 34,523 (34,468) 55
Deferred compensation...................... 813 - 813
Deferred income taxes...................... 2,144 (61) 2,083
Minority interest and other................ 490 (189) 301
Redeemable preferred stock................. 9,440 - 9,440
Warrants with put option................... - - -
Stockholders' equity:
Common stock............................. 8 4 12
Additional paid-in capital............... 46,947 47,646 94,593
Unamortized stock based compensation..... - - -
Retained earnings (accumulated
deficit)................................ (6,994) (90) (7,084)
----------- ----------- -----------
Total stockholders' equity (deficit)... 39,961 47,560 87,521
----------- ----------- -----------
Total liabilities and stockholders'
equity.................................... $ 114,285 $ (1) $ 114,284
----------- ----------- -----------
----------- ----------- -----------
</TABLE>

See notes to pro forma combined financial statements.

F-4
<PAGE>

FIRSTPAK, INC. AND OPERATING SUBSIDIARIES
PRO FORMA COMBINED STATEMENT OF INCOME (UNAUDITED)
YEAR ENDED DECEMBER 31, 1996

Operating expenses:
Selling, general and administrative
expenses............................... 15,722 214 2,766 4,335 3,801 26,838 2,350
Amortization of goodwill................ 36 - 214 101 1 352 494
Stock based compensation................ 134 - 38 314 100 586 -
--------- --------- --------- --------- --------- ----------- -----------
Total operating expenses.............. 15,892 214 3,018 4,750 3,902 27,776 2,844
--------- --------- --------- --------- --------- ----------- -----------
Operating income.......................... 6,278 (214) 2,133 961 937 10,095 (2,594)
Interest income........................... 258 - - - - 258 -
Interest expense.......................... (1,451) - (1,864) (432) (293) (4,040) (4)
Other income (expense) - net.............. 448 - - - 43 491 56
--------- --------- --------- --------- --------- ----------- -----------
Income before income taxes and minority
interest................................. 5,533 (214) 269 529 687 6,804 (2,542)
Provision for income taxes................ 2,400 (84) 192 231 228 2,967 (991)
--------- --------- --------- --------- --------- ----------- -----------
Income before minority interest and
extraordinary item....................... 3,133 (130) 77 298 459 3,837 (1,551)
Minority interest......................... (78) - - - - (78) (14)
Extraordinary item........................ - - - (58) - (58) 58
--------- --------- --------- --------- --------- ----------- -----------
Net income (loss)......................... $ 3,055 $ (130) $ 77 $ 240 $ 459 $ 3,701 $ (1,507)
--------- --------- --------- --------- --------- ----------- -----------
--------- --------- --------- --------- --------- ----------- -----------
Pro forma net income per share............
Shares used in computing pro forma net
income per share.........................

PRO FORMA OFFERING
COMPANY PRO FORMA PRO FORMA
(IN THOUSANDS, EXCEPT PER SHARE DATA) PRE-OFFERING ADJUSTMENTS COMPANY
----------- ------------- -----------
Sales..................................... $ 142,784 $ - $ 142,784
Cost of sales............................. 104,663 - 104,663
----------- ------ -----------
Gross profit.............................. 38,121 - 38,121
Operating expenses:
Selling, general and administrative
expenses............................... 29,188 - 29,188
Amortization of goodwill................ 846 - 846
Stock based compensation................ 586 - 586
----------- ------ -----------
Total operating expenses.............. 30,620 - 30,620
----------- ------ -----------
Operating income.......................... 7,501 - 7,501
Interest income........................... 258 - 258
Interest expense.......................... (4,044) 3,773 (271)
Other income (expense) - net.............. 547 - 547
----------- ------ -----------
Income before income taxes and minority
interest................................. 4,262 3,773 8,035
Provision for income taxes................ 1,976 1,509 3,485
----------- ------ -----------
Income before minority interest and
extraordinary item....................... 2,286 2,264 4,550
Minority interest......................... (92) - (92)
Extraordinary item........................ - - -
----------- ------ -----------
Net income (loss)......................... $ 2,194 $ 2,264 $ 4,458
----------- ------ -----------
----------- ------ -----------
Pro forma net income per share............ $ 0.27 $ 0.37
----------- -----------
----------- -----------
Shares used in computing pro forma net
income per share......................... 8,221 12,150
----------- -----------
----------- -----------
</TABLE>

See notes to pro forma combined financial statements.

F-5
<PAGE>

FIRSTPAK, INC. AND OPERATING SUBSIDIARIES
PRO FORMA COMBINED STATEMENT OF INCOME (UNAUDITED)
SIX MONTHS ENDED JUNE 30, 1996

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
PURCHASE
ACCOUNTING
HISTORICAL PRO FORMA
(IN THOUSANDS, EXCEPT PER SHARE DATA) WL FPI SLL COH BPP COMBINED ADJUSTMENTS
--------- --------- --------- --------- --------- ----------- -----------
Sales........................................... $ 47,898 $ - $ 10,434 $ 7,427 $ 6,586 $ 72,345 $ 275
Cost of sales................................... 36,816 - 7,761 4,739 3,659 52,975 145
--------- --------- --------- --------- --------- ----------- -----------
Gross profit.................................... 11,082 - 2,673 2,688 2,927 19,370 130
Operating expenses:
Selling, general and administrative
expenses..................................... 7,950 - 1,261 2,114 1,955 13,280 1,289
Amortization of goodwill...................... 28 - 107 51 - 186 245
Stock based compensation...................... - - 19 137 - 156 -
--------- --------- --------- --------- --------- ----------- -----------
Total operating expenses.................... 7,978 - 1,387 2,302 1,955 13,622 1,534
--------- --------- --------- --------- --------- ----------- -----------
Operating income................................ 3,104 - 1,286 386 972 5,748 (1,404)
Interest income................................. 139 - - - - 139 -
Interest expense................................ (739) - (932) (237) (127) (2,035) -
Other income (expense) - net.................... 195 - - - 22 217 (17)
--------- --------- --------- --------- --------- ----------- -----------
Income before income taxes and minority
interest....................................... 2,699 - 354 149 867 4,069 (1,421)
Provision for income taxes...................... 1,215 - 184 78 353 1,830 (594)
--------- --------- --------- --------- --------- ----------- -----------
Income before minority interest................. 1,484 - 170 71 514 2,239 (827)
Minority interest............................... (58) - - - - (58) -
--------- --------- --------- --------- --------- ----------- -----------
Net income (loss)............................... $ 1,426 $ - $ 170 $ 71 $ 514 $ 2,181 $ (827)
--------- --------- --------- --------- --------- ----------- -----------
--------- --------- --------- --------- --------- ----------- -----------
Pro forma net income per share..................
Shares used in computing pro forma net income
per share......................................

PRO FORMA OFFERING
COMPANY PRO FORMA PRO FORMA
(IN THOUSANDS, EXCEPT PER SHARE DATA) PRE-OFFERING ADJUSTMENTS COMPANY
----------- ------------- -----------
Sales........................................... $ 72,620 $ - $ 72,620
Cost of sales................................... 53,120 - 53,120
----------- ------ -----------
Gross profit.................................... 19,500 - 19,500
Operating expenses:
Selling, general and administrative
expenses..................................... 14,569 - 14,569
Amortization of goodwill...................... 431 - 431
Stock based compensation...................... 156 - 156
----------- ------ -----------
Total operating expenses.................... 15,156 - 15,156
----------- ------ -----------
Operating income................................ 4,344 - 4,344
Interest income................................. 139 - 139
Interest expense................................ (2,035) 1,899 (136)
Other income (expense) - net.................... 200 - 200
----------- ------ -----------
Income before income taxes and minority
interest....................................... 2,648 1,899 4,547
Provision for income taxes...................... 1,236 760 1,996
----------- ------ -----------
Income before minority interest................. 1,412 1,139 2,551
Minority interest............................... (58) - (58)
----------- ------ -----------
Net income (loss)............................... $ 1,354 $ 1,139 $ 2,493
----------- ------ -----------
----------- ------ -----------
Pro forma net income per share.................. $ 0.16 $ 0.21
----------- -----------
----------- -----------
Shares used in computing pro forma net income
per share...................................... 8,221 12,150
----------- -----------
----------- -----------
</TABLE>

See notes to pro forma combined financial statements.

F-6
<PAGE>

FIRSTPAK, INC. AND OPERATING SUBSIDIARIES
PRO FORMA COMBINED STATEMENT OF INCOME (UNAUDITED)
SIX MONTHS ENDED JUNE 30, 1997

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------

<S> <C> <C> <C> <C> <C> <C> <C>
PURCHASE
ACCOUNTING
HISTORICAL PRO FORMA
(IN THOUSANDS, EXCEPT PER SHARE DATA) WL FPI SLL COH BPP COMBINED ADJUSTMENTS
--------- --------- --------- --------- --------- ----------- -------------
Sales....................................... $ 46,919 $ - $ 11,215 $ 8,982 $ 6,894 $ 74,010 $ 290
Cost of sales............................... 35,951 - 8,132 5,694 4,202 53,979 143
--------- --------- --------- --------- --------- ----------- -----
Gross profit................................ 10,968 - 3,083 3,288 2,692 20,031 147
Operating expenses:
Selling, general and administrative
expenses................................. 8,206 474 1,512 2,257 2,010 14,459 831
Amortization of goodwill.................. 57 - 107 51 2 217 246
Stock based compensation.................. 20 - 19 413 - 452 -
--------- --------- --------- --------- --------- ----------- -----
Total operating expenses.............. 8,283 474 1,638 2,721 2,012 15,128 1,077
--------- --------- --------- --------- --------- ----------- -----
Operating income............................ 2,685 (474) 1,445 567 680 4,903 (930)
Interest income............................. 36 - 36 -
Interest expense............................ (724) - (923) (137) (178) (1,962) -
Other income (expense) - net................ 554 - - - 30 584 55
--------- --------- --------- --------- --------- ----------- -----
Income before income taxes and minority
interest................................... 2,551 (474) 522 430 532 3,561 (875)
Provision for income taxes.................. 852 (189) 255 190 213 1,321 (250)
--------- --------- --------- --------- --------- ----------- -----
Income before minority interest............. 1,699 (285) 267 240 319 2,240 (625)
Minority interest........................... (43) - - - - (43) -
--------- --------- --------- --------- --------- ----------- -----
Net income (loss)........................... $ 1,656 $ (285) $ 267 $ 240 $ 319 $ 2,197 $ (625)
--------- --------- --------- --------- --------- ----------- -----
--------- --------- --------- --------- --------- ----------- -----
Pro forma net income per share..............
Shares used in computing pro forma net
income per share...........................

PRO FORMA OFFERING
COMPANY PRO FORMA PRO FORMA
(IN THOUSANDS, EXCEPT PER SHARE DATA) PRE-OFFERING ADJUSTMENTS COMPANY
----------- ------------- -----------
Sales....................................... $ 74,300 $ - $ 74,300
Cost of sales............................... 54,122 - 54,122
----------- ------ -----------
Gross profit................................ 20,178 - 20,178
Operating expenses:
Selling, general and administrative
expenses................................. 15,290 - 15,290
Amortization of goodwill.................. 463 - 463
Stock based compensation.................. 452 - 452
----------- ------ -----------
Total operating expenses.............. 16,205 - 16,205
----------- ------ -----------
Operating income............................ 3,973 - 3,973
Interest income............................. 36 - 36
Interest expense............................ (1,962) 1,826 (136)
Other income (expense) - net................ 639 - 639
----------- ------ -----------
Income before income taxes and minority
interest................................... 2,686 1,826 4,512
Provision for income taxes.................. 1,071 729 1,800
----------- ------ -----------
Income before minority interest............. 1,615 1,097 2,712
Minority interest........................... (43) - (43)
----------- ------ -----------
Net income (loss)........................... $ 1,572 $ 1,097 $ 2,669
----------- ------ -----------
----------- ------ -----------
Pro forma net income per share.............. $ 0.19 $ 0.22
----------- -----------
----------- -----------
Shares used in computing pro forma net
income per share........................... 8,221 12,150
----------- -----------
----------- -----------
</TABLE>

See notes to pro forma combined financial statements.

F-7
<PAGE>

FIRSTPAK, INC. AND OPERATING SUBSIDIARIES

NOTES TO PRO FORMA COMBINED FINANCIAL STATEMENTS (UNAUDITED)

1. FIRSTPAK, INC. BACKGROUND

FirstPak, Inc.'s predecessor was incorporated in California on February 23,
1996. Accordingly, no historical financial information is available prior to
February 23, 1996. Additionally, FirstPak, Inc. had no activities prior to July
1996. FirstPak, Inc. was formed for the purpose of creating a consolidator and
national operator of packaging and labeling products and service enterprises.

Through June 30, 1997, FirstPak, Inc. has not engaged in any activities other
than to develop and refine its strategy and search for, plan and negotiate
potential acquisitions of label and packaging companies meeting its strategic
goals. FirstPak, Inc. has conducted no other activities and is expected to
acquire the Operating Subsidiaries simultaneously with the closing of the
Offering. See "Risk Factors", "Certain Relationships and Related Party
Transactions" and page F-3 for additional information.

2. HISTORICAL FINANCIAL STATEMENTS

The historical financial statements represent the financial position and results
of operations for FirstPak, Inc. and the Operating Subsidiaries and were derived
from (i) their financial statements as of June 30, 1997 and for the six months
ended June 30, 1996 (except for St. Louis Litho) and 1997 (June 30, 1996 and
June 29, 1997 with respect to Blake Printing) included elsewhere in this
Prospectus or (ii) except for St. Louis Litho, their financial statements for
the year ended December 31, 1996 (December 29, 1996 with respect to Blake
Printing) included elsewhere in this Prospectus. With respect to St. Louis Litho
for the six months ended June 30, 1996 and for the year ended December 31, 1996,
its historical financial statements for the year ended December 31, 1996 are
discussed below.

St. Louis Litho was acquired by an investor group on May 31, 1996 (the "MBO").
Consequently, St. Louis Litho's historical financial statements for the six
months ended June 30, 1996 and for the year ended December 31, 1996, included
elsewhere in this Prospectus, are presented on a pro forma basis as if the MBO
of St. Louis Litho had occurred on January 1, 1996.

3. REVERSE ACQUISITION AND ACQUISITIONS OF OPERATING BUSINESSES

The Acquisitions will occur simultaneously with the closing of FirstPak, Inc.'s
Offering. Upon consummation of the Acquisitions, the former stockholders of
Wisconsin Label will, as a group, own approximately 48.6% of the Company's
Common Stock and control approximately 50.2% of the Company's voting interests.
As such Common Stock ownership and voting interests will exceed (i) the separate
Company ownership and voting interests of the former stockholder groups for St.
Louis Litho, CalOptical, or Blake Printing, or (ii) the FirstPak stockholders'
carryover ownership and voting interests just prior to the consummation of the
Acquisitions, the Acquisitions, in accordance with Staff Accounting Bulletin No.
97, BUSINESS COMBINATIONS PRIOR TO A PUBLIC OFFERING, will be accounted for as a
"reverse acquisition" by Wisconsin Label as the accounting acquirer using the
purchase method of accounting. As a result, the Company's consolidated financial
statements for periods prior to the consummation of the Acquisitions prepared
for comparative purposes subsequent to the consummation of Acquisitions will be
the historical consolidated financial statements of Wisconsin Label with certain
amounts within "Stockholders' Equity" restated to reflect the impact of
FirstPak's acquisition of Wisconsin Label.

The total estimated purchase price to be recorded by Wisconsin Label (the
accounting acquirer) is approximately $65.8 million and consists of (i) $25.9
million fair value of 2,274,389 shares of FirstPak, Inc. Common Stock and
options to purchase 393,616 shares of FirstPak, Inc. Common Stock (at an average
exercise price of $0.66 per share) issued to the St. Louis Litho, CalOptical and
Blake Printing Sellers with "lockups" ($9.80 per share), (ii) $4.2 million fair
value of 301,712 shares of FirstPak, Inc. Common Stock issued to the St. Louis
Litho and CalOptical Sellers and simultaneously sold by such Sellers in
conjunction with the Offering ($14.00 per share), (iii) $34.9 million fair value
of liabilities assumed in conjunction with the Acquisitions, and (iv) $800,000
transaction costs directly related to the Acquisitions.

F-8
<PAGE>

FIRSTPAK, INC. AND OPERATING SUBSIDIARIES

NOTES TO PRO FORMA COMBINED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

3. REVERSE ACQUISITION AND ACQUISITIONS OF OPERATING BUSINESSES (CONTINUED)

The 2,274,389 shares and options to purchase 393,616 shares of FirstPak, Inc.
Common Stock issued to the St. Louis Litho, CalOptical and Blake Printing
Sellers with lockups were valued at a 30% discount to the Offering price of $14
per share ($9.80 per share, net after discount) based upon an appraisal of the
impact to fair value for the lack of liquidity of the shares. As discussed
elsewhere in the Prospectus, the holders of these shares have agreed to not
offer, sell, or otherwise dispose of any of these shares for a period of one
year after the closing of the Offering and, for an additional year thereafter,
sell such shares in compliance with certain volume limitations.

The total estimated purchase price of $65.8 million has been allocated to the
assets acquired (and liabilities assumed included in the total estimated
purchase price) based on their estimated fair values in accordance with the
purchase method of accounting for business combinations as described in Note 4
"Unaudited Pro Forma Combined Balance Sheet Adjustments", below.

Additionally (based on an assumed initial public offering price of $14 per
share), $24.3 million will be recorded as stock based compensation expense by
the Company concurrent with the closing of the Transactions, as follows: (i)
$15.5 million for 1,110,667 shares of FirstPak, Inc. Common Stock owned by the
FirstPak, Inc. stockholders just prior to the closing of the Transactions
(representing compensation of $14.00 per share), (ii) $5.4 million for options
to purchase 515,577 shares of FirstPak, Inc. Common Stock at $3.50 per share to
be granted to certain Wisconsin Label stockholders contingent upon the closing
of the Transactions (representing $14.00 per share less $3.50 per share, or
compensation of $10.50 per share) and (iii) $3.4 million for options to purchase
332,143 shares of FirstPak, Inc. Common Stock at an average per share price of
$3.92 granted to certain FirstPak, Inc. employees contingent upon the closing of
the Transactions (representing $14.00 per share less $3.92 per share, or
compensation of $10.08 per share).

F-9
<PAGE>

FIRSTPAK, INC. AND OPERATING SUBSIDIARIES

NOTES TO PRO FORMA COMBINED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

4. UNAUDITED PRO FORMA COMBINED BALANCE SHEET ADJUSTMENTS
A summary of the unaudited pro forma combined balance sheet adjustments follows:

<TABLE>
<CAPTION>
-------------------------------------
UNAUDITED PRO FORMA
COMBINED BALANCE SHEET ADJUSTMENTS
PURCHASE OFFERING
-------------- --------------
(IN THOUSANDS)
<S> <C> <C>
ASSETS
Current assets:
Cash........................ $ - $ 1,628(i)
Accounts receivable......... - -
Inventories................. 73(a) -
Prepaid expenses and
other...................... (289)(b) (2,097) (i)
-------------- --------------
Total current assets...... (216) (469)
Property and equipment -
Net.......................... 2,498(c) -
Other assets.................. 185(d) 468(i)
Goodwill...................... 21,697(b) -
-------------- --------------
Total assets.................. $ 24,164 $ (1)
-------------- --------------
-------------- --------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Short-term debt and notes
payable.................... $ - $ (4,796)(i)
Current maturities of
long-term debt............. - (4,864)(i)
Accounts payable............ 558(e) (3,052)(i)
Accrued liabilities......... - (131)(i)
Income taxes payable........ - -
Other current liabilities... - -
-------------- --------------
Total current
liabilities.............. 558(e) (12,843)
Long-term debt................ - (34,468)(i)
Deferred compensation......... - -
Deferred income taxes......... (2,415)(f) (61)(i)
Minority interest and other... - (189)(i)
Redeemable preferred stock.... 9,440(g) -
Warrants with put option...... (2,240)(g) -
Stockholders' equity:
Common stock................ (306)(g) 4(j)
Additional paid-in capital
and warrants with put
option..................... 42,219(g) 47,646(j)
Unamortized stock based
compensation............... 114(g) -
Retained earnings........... (22,206)(h) (90)(i)
-------------- --------------
Total stockholders'
equity................... 18,821 47,560
-------------- --------------
Total liabilities and
stockholders' equity......... $ 21,164 $ (1)
-------------- --------------
-------------- --------------
</TABLE>

PURCHASE accounting pro forma adjustments allocate the estimated purchase price
to the assets acquired and liabilities assumed based on their estimated fair
values in accordance with the purchase method of accounting:

a. To reflect the fair value of finished goods and work in process inventories
at estimated selling prices less the estimated sum of costs to complete,
costs of selling and a reasonable profit allowance for the selling effort.

b. To reflect the excess of total estimated purchase price over identifiable
tangible and intangible assets acquired.

F-10
<PAGE>

FIRSTPAK, INC. AND OPERATING SUBSIDIARIES

NOTES TO PRO FORMA COMBINED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

4. UNAUDITED PRO FORMA COMBINED BALANCE SHEET ADJUSTMENTS (CONTINUED)

c. To reflect the current replacement cost of depreciable property and
equipment.

d. To reflect the transfer of ownership of a Wisconsin Label equity investment
to its stockholders.

e. To reflect additional estimated transaction costs directly related to the
Acquisitions.

f. To reflect the increase in the basis of assets and liabilities, including
the impact of stock based compensation discussed below, for financial
reporting purposes over their basis for tax reporting purposes at enacted
tax rates.

g. To reflect the (in millions):

<TABLE>
<C> <S> <C>
(i) issuance of FirstPak, Inc. Common Stock, options to purchase Common
Stock and Preferred Stock to the Sellers in exchange for their
ownership in the Operating Subsidiaries............................. $ 73.8
(ii) stock based compensation discussed below............................ 24.3
(iii) elimination of historical warrants with put option, common stock,
additional paid-in capital and unamortized stock compensation
amounts for the Operating
Subsidiaries........................................................ (6.2)
(iv) elimination of FirstPak, Inc. Common Stock and Preferred Stock
issued to the Wisconsin Label Sellers and other adjustments as a
result of the reverse acquisition by Wisconsin Label................ (43.7)
-----------
Total pro forma adjustment.......................................... $ 48.2
-----------
-----------
</TABLE>

Such total pro forma adjustment represents the following pro forma
adjustments (in millions):

<TABLE>
<S> <C>
Redeemable preferred stock.............................................. $ 9.4
Warrants with put option................................................ (2.2)
Common stock............................................................ (0.3)
Additional paid in capital.............................................. 41.2
Unamortized stock based compensation.................................... 0.1
-----------
Total pro forma adjustment...................................... $ 48.2
-----------
-----------
</TABLE>

The Series A Preferred Stock ($11,000,000 redemption value) has been
reflected at its estimated fair value of $9,440,000.

h. To reflect: (i) stock based compensation expense ($15.5 million) related to
the FirstPak, Inc. Common Stock owned by the FirstPak, Inc. stockholders
just prior to the closing of the Transactions, (ii) stock based compensation
expense ($8.8 million gross; $5.3 million, net of taxes) related to the
options granted to certain Wisconsin Label stockholders and FirstPak, Inc.
employees contingent upon the closing of the Transactions, (iii) elimination
of historical retained earnings ($1.5 million) amounts for FirstPak, Inc.,
St. Louis Litho, CalOptical and Blake Printing, (iv) gain ($100,000) related
to transfer of ownership of a Wisconsin Label equity investment to its
stockholders.

Offering pro forma adjustments reflect the anticipated issuance of FirstPak,
Inc. Common Stock to the public and the proposed use of the net proceeds:

i. To reflect the proposed use of proceeds, principally to (i) repay
substantially all of the approximately $44.3 million (as of June 30, 1997)
of indebtedness (including accrued interest and certain repayment fees, (ii)
pay approximately $800,000 of transaction costs directly related to the
Acquisitions, (iii) pay $600,000 of credit facility fees and (iv) pay
approximately $750,000 of other current liabilities incurred by FirstPak
since its formation. The balance of the proceeds is approximately $1.6
million.

F-11
<PAGE>

FIRSTPAK, INC. AND OPERATING SUBSIDIARIES

NOTES TO PRO FORMA COMBINED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

4. UNAUDITED PRO FORMA COMBINED BALANCE SHEET ADJUSTMENTS (CONTINUED)

j. To reflect the issuance of 3,928,571 shares of FirstPak, Inc. Common Stock
at $14 per share, net of underwriters' discount and other expenses (net
proceeds to FirstPak, Inc. of $12.13 per share).

At June 30, 1997 Wisconsin Label's (the accounting acquiror) stockholders'
equity reconciles to the Company's pro forma stockholders' equity as follows (in
millions):

<TABLE>
<C> <S> <C>
Wisconsin Label stockholders' equity, June 30, 1997................................ $ 15.7
(i) issuance of Common Stock and options to purchase Common Stock to the St.
Louis Litho, CalOptical and Blake Printing Sellers...................... 30.1
(ii) increase in "additional paid-in capital" for stock-based compensation... 24.3
(iii) issuance of Common Stock in the Offering................................ 47.7
(iv) reclassify from stockholders' equity Series A Preferred Stock........... (9.4)
(v) stock based compensation expensed, net of taxes......................... (20.8)
(vi) Other - net............................................................. (.1)
-----------
Company pro forma stockholders' equity, June 30, 1997.............................. $ 87.5
-----------
-----------
</TABLE>

F-12
<PAGE>

FIRSTPAK, INC. AND OPERATING SUBSIDIARIES

NOTES TO PRO FORMA COMBINED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

5. UNAUDITED PRO FORMA COMBINED STATEMENTS OF INCOME ADJUSTMENTS
A summary of the unaudited pro forma combined statements of income adjustments
follows:

<TABLE>
<CAPTION>
----------------------------------------------------------------------------
UNAUDITED PRO FORMA COMBINED STATEMENT OF INCOME ADJUSTMENTS
----------------------------------------------------------------------------
TOTAL
CONFORMING
CONFORMING PURCHASE AND PURCHASE
--------------- -------------- --------------
(IN THOUSANDS)
<S> <C> <C> <C>
YEAR ENDED DECEMBER 31, 1996
Sales..................................... $ 540(a) $ - $ 540
Cost of sales............................. - 290(c) 290
----------- -------------- --------------
Gross profit.............................. 540 (290) 250
Operating expenses:
Selling, general and administrative
expenses............................... 536(a)(b) 1,814(d) 2,350
Amortization of goodwill................ - 494(e) 494
Stock based compensation................ - - -
----------- -------------- --------------
Total operating expenses.............. 536 2,308 2,844
----------- -------------- --------------
Operating income.......................... 4 (2,598) (2,594)
Interest income........................... - - -
Interest expense.......................... (4)(b) - (4)
Other income - Net........................ - 56(f) 56
----------- -------------- --------------
Income before income taxes................ - (2,542) (2,542)
Provision for income taxes................ - (991)(g) (991)
Minority interest......................... - (14)(h) (14)
Extraordinary item........................ - 58(i) 58
----------- -------------- --------------
Net income (loss)......................... $ - $(1,507) $(1,507)
----------- -------------- --------------
----------- -------------- --------------

SIX MONTHS ENDED JUNE 30, 1996
Sales..................................... $ 275(a) $ - $275
Cost of sales............................. - 145(c) 145
----------- -------------- --------------
Gross profit.............................. 275 (145) 130
Operating expenses:
Selling, general and administrative
expenses............................... 275(a) 1,014(d) 1,289
Amortization of goodwill................ - 245(e) 245
Stock based compensation................ - - -
----------- -------------- --------------
Total operating expenses.............. 275 1,259 1,534
----------- -------------- --------------
Operating income.......................... - (1,404) (1,404)
Interest income........................... - - -
Interest expense.......................... - - -
Other income - Net........................ - (17)(f) (17)
----------- -------------- --------------
Income before income taxes................ - (1,421) (1,421)
Provision for income taxes................ - (594)(g) (594)
Minority interest......................... - - -
----------- -------------- --------------
Net income (loss)......................... $ - $(827) $(827)
----------- -------------- --------------
----------- -------------- --------------

OFFERING
--------------
(IN THOUSANDS)
<S> <C> <C>
YEAR ENDED DECEMBER 31, 1996
Sales..................................... $ -
Cost of sales............................. -
--------------
Gross profit.............................. -
Operating expenses:
Selling, general and administrative
expenses............................... -
Amortization of goodwill................ -
Stock based compensation................ -
--------------
Total operating expenses.............. -
--------------
Operating income.......................... -
Interest income........................... -
Interest expense.......................... 3,773(j)
Other income - Net........................ -
--------------
Income before income taxes................ 3,773
Provision for income taxes................ 1,509(k)
Minority interest......................... -
Extraordinary item........................ -
--------------
Net income (loss)......................... $ 2,264
--------------
--------------
SIX MONTHS ENDED JUNE 30, 1996
Sales..................................... $ -
Cost of sales............................. -
--------------
Gross profit.............................. -
Operating expenses:
Selling, general and administrative
expenses............................... -
Amortization of goodwill................ -
Stock based compensation................ -
--------------
Total operating expenses.............. -
--------------
Operating income.......................... -
Interest income........................... -
Interest expense.......................... 1,899(j)
Other income - Net........................ -
--------------
Income before income taxes................ 1,899
Provision for income taxes................ 760(k)
Minority interest......................... -
--------------
Net income (loss)......................... $1,139
--------------
--------------
</TABLE>

F-13
<PAGE>

FIRSTPAK, INC. AND OPERATING SUBSIDIARIES

NOTES TO PRO FORMA COMBINED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

5. UNAUDITED PRO FORMA COMBINED STATEMENTS OF INCOME ADJUSTMENTS (CONTINUED)
UNAUDITED PRO FORMA COMBINED STATEMENT OF INCOME ADJUSTMENTS

<TABLE>
<CAPTION>
-------------------------------------------------------
TOTAL
CONFORMING
(IN THOUSANDS) CONFORMING PURCHASE AND PURCHASE OFFERING
---------- -------- ------------ ----------
<S> <C> <C> <C> <C>
SIX MONTHS ENDED JUNE 30, 1997
Sales............................................. $ 290(a) $ - $ 290 $ -
Cost of sales..................................... - 143(c) 143 -
---------- -------- ------ ----------
Gross profit...................................... 290 (143) 147 -
Operating expenses:
Selling, general and administrative expenses.... 290(a) 541(d) 831 -
Amortization of goodwill........................ - 246(e) 246 -
Stock based compensation........................ - - - -
---------- -------- ------ ----------
Total operating expenses.................... 290 787 1,077 -
---------- -------- ------ ----------
Operating income.................................. - (930) (930) -
Interest income................................... - - - -
Interest expense.................................. - - - 1,826(j)
Other income - Net................................ - 55(f) 55 -
---------- -------- ------ ----------
Income before income taxes........................ - (875) (875) 1,826
Provision for income taxes........................ - (250)(g) (250) 729(k)
---------- -------- ------ ----------
Net income (loss)................................. $ - $ (625) $(625) $ 1,097
---------- -------- ------ ----------
---------- -------- ------ ----------
</TABLE>

CONFORMING accounting pro forma adjustments reclassify and restate the
historical financial statements of FirstPak, Inc., St. Louis Litho, CalOptical
and Blake Printing so as to be consistent with the accounting and financial
reporting policies of Wisconsin Label (the accounting acquirer):

<TABLE>
<CAPTION>
-----------------------------------
YEAR ENDED SIX MONTHS ENDED
DECEMBER 31, JUNE 30,
(IN THOUSANDS) 1996 1996 1997
------------- --------- ---------
<S> <C> <C> <C> <C>
a. To reclassify CalOptical freight costs from a reduction in
sales to selling expenses................................. $ 540 $ 275 $ 290
------------- --------- ---------
------------- --------- ---------

b. To reclassify miscellaneous and individually insignificant
amounts................................................... $ (4) - -
</TABLE>

F-14
<PAGE>

FIRSTPAK, INC. AND OPERATING SUBSIDIARIES

NOTES TO PRO FORMA COMBINED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

5. UNAUDITED PRO FORMA COMBINED STATEMENTS OF INCOME ADJUSTMENTS (CONTINUED)
PURCHASE accounting pro forma adjustments reflect the results of the purchase
accounting pro forma adjustments made to the unaudited pro forma combined
balance sheet giving effect to the Acquisitions as if they had occurred on
January 1, 1996:

<TABLE>
<CAPTION>
(IN THOUSANDS)
-----------------------------------
SIX MONTHS
YEAR ENDED ENDED
DECEMBER 31, JUNE 30,
1996 1996 1997
------------- --------- ---------
<S> <C> <C> <C> <C>
c. To reflect depreciation expenses for increases in pro forma
depreciable property and equipment using the straight line
method over an average remaining useful life of seven
years..................................................... $ 290 $ 145 $ 143
------------- --------- ---------
------------- --------- ---------
d. To reflect:
Depreciation expenses for increases in pro forma
depreciable property and equipment using the straight-line
method over an average remaining useful life of seven
years..................................................... $ 68 $ 34 $ 43
Estimated increases in corporate and related expenses, see
below..................................................... 1,746 980 498
------------- --------- ---------
Total selling, general and administrative expenses purchase
accounting pro forma adjustments.......................... $ 1,814 $ 1,014 $ 541
------------- --------- ---------
------------- --------- ---------
e. To reflect:
Goodwill amortization for increases in pro forma goodwill
using the straight line method over its estimated life of
40 years.................................................. $ 544 $ 270 $ 271
Historical CalOptical recorded goodwill was amortized over
20 years, purchase will be 40 years (on straight-line
method)................................................... (50) (25) (25)
------------- --------- ---------
Total goodwill purchase accounting pro forma adjustments... $ 494 $ 245 $ 246
------------- --------- ---------
------------- --------- ---------
f. To reflect the reversal of equity income for investments to
be transferred to Wisconsin Label stockholders prior to
the Acquisitions........................................... $ 56 $ (17) $ 55
------------- --------- ---------
------------- --------- ---------
</TABLE>

F-15
<PAGE>

FIRSTPAK, INC. AND OPERATING SUBSIDIARIES

NOTES TO PRO FORMA COMBINED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

5. UNAUDITED PRO FORMA COMBINED STATEMENTS OF INCOME ADJUSTMENTS (CONTINUED)

<TABLE>
<CAPTION>
(IN THOUSANDS)
-----------------------------------
SIX MONTHS
YEAR ENDED ENDED
DECEMBER 31, JUNE 30,
1996 1996 1997
------------- --------- ---------
<S> <C> <C> <C> <C>
g. To reflect:
Income tax benefit related to above adjustments............ $ (819) $ (470) $ (250)
Reversal of Wisconsin Label tax provision for subsidiary
loss not consolidated for tax purposes, subsidiary
(effective March 1997) now consolidated for tax
purposes.................................................. (172) (124) -
------------- --------- ---------
Total provision for income tax purchase accounting pro
forma adjustments......................................... $ (991) $ (594) $ (250)
------------- --------- ---------
------------- --------- ---------
h. To reflect impact on minority interest of March 1997
additional ownership interest by Wisconsin Label in
majority owned subsidiary as if such additional interest
had occurred on January 1, 1996............................ $ 14 $ - $ -
------------- --------- ---------
------------- --------- ---------
i. To reflect reversal of CalOptical extraordinary item as it
is non-recurring.......................................... $ 58 $ - $ -
------------- --------- ---------
------------- --------- ---------
</TABLE>

The Company has estimated the annual operating cost of its corporate
headquarters, including compensation for its executive and staff personnel, to
be $1,960,000. This amount is reflected in pro forma adjustment "d" (less actual
costs incurred by FirstPak, Inc. during the appropriate pro forma period). This
amount reflects (i) employment agreements entered into with the Company's
Chairman, President and Chief Executive Officer, Vice Chairman and Chief
Financial Officer which provide for minimum annual compensation of $575,000 and
(ii) estimated annual costs related to: (a) annual compensation for additional
corporate staff to be hired, (b) executive and staff performance based
compensation and insurance and other employee benefits, (c) leasing corporate
offices, (d) depreciation and leasing costs for office furniture and equipment,
and (e) other corporate costs.

OFFERING pro forma adjustments reflect the results of the proposed use of net
proceeds from the issuance of FirstPak, Inc. Common Stock to the public:

<TABLE>
<CAPTION>
-----------------------------------
SIX MONTHS
YEAR ENDED ENDED
DECEMBER 31, JUNE 30,
(IN THOUSANDS) 1996 1996 1997
------------- --------- ---------
<S> <C> <C> <C> <C>
j. To reflect:
Reduction in interest expenses resulting from the use of Offering
proceeds, the proposed payoff of debt..................................... $ 4,033 $ 2,029 $ 1,956
Amortization of the revolving credit facility signing fee, using the
straight line method over the facility's six year life................... (100) (50) (50)
Periodic revolving credit facility committment fees....................... (160) (80) (80)
------------- --------- ---------
Total interest expense pro forma adjustments.............................. $ 3,773 $ 1,899 $ 1,826
------------- --------- ---------
------------- --------- ---------
k. To reflect the income tax expense related to the above adjustment......... $ 1,509 $ 760 $ 729
------------- --------- ---------
------------- --------- ---------
</TABLE>

F-16
<PAGE>

FIRSTPAK, INC. AND OPERATING SUBSIDIARIES

NOTES TO PRO FORMA COMBINED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

6. PRO FORMA NET INCOME PER SHARE

The weighted average shares outstanding used to calculate pro forma net income
per share is based on the estimated average number of shares of FirstPak, Inc.
Common Stock and common stock equivalents outstanding during the period (and
giving effect to the Transactions as if they occurred on January 1, 1996) as
follows:

<TABLE>
<S> <C>
Shares issued in the formation of FirstPak,
Inc......................................... 1,214,000
Shares issued to the Sellers................. 5,969,000
Shares issued to the public in the
Offering.................................... 3,928,000
-----------
Total.................................... 11,111,000
-----------

Shares assumed to be issued for exercise of
options under the treasury stock method:
Options granted to or exchanged with the
Sellers................................... 762,000
Options granted to FirstPak, Inc.
employees, director and consultant........ 277,000
-----------
Total.................................... 1,039,000
-----------
Total........................................ 12,150,000
-----------
-----------
</TABLE>

F-17
<PAGE>
INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders
FirstPak, Inc.:

We have audited the accompanying balance sheet of FirstPak, Inc. ("FirstPak") as
of December 31, 1996, and the related statements of loss and accumulated deficit
and of cash flows for the period from February 23, 1996 (inception) through
December 31, 1996. These financial statements are the responsibility of the
FirstPak's management. Our responsibility is to express an opinion on these
financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, such financial statements present fairly, in all material
respects, the financial position of FirstPak, Inc. as of December 31, 1996, and
the results of its operations and its cash flows for the period from February
23, 1996 (inception) through December 31, 1996 in conformity with generally
accepted accounting principles.

DELOITTE & TOUCHE LLP
San Francisco, California
August 27, 1997

F-18
<PAGE>

FIRSTPAK, INC.
BALANCE SHEETS

<TABLE>
<CAPTION>
--------------------
DECEMBER
31, JUNE 30,
1996 1997
--------- ---------
(IN THOUSANDS, EXCEPT SHARE DATA) (UNAUDITED)
<S> <C> <C>
ASSETS
Cash................................................. $ 3 $ 5
Deferred public offering costs....................... - 1,803
Deferred income taxes................................ 84 273
--------- ---------
Total assets......................................... $ 87 $2,081
--------- ---------
--------- ---------

LIABILITIES AND STOCKHOLDERS' DEFICIT
Liabilities:
Accounts payable................................... $ 1 $1,875
Due to related parties............................. 214 619
--------- ---------
Total liabilities................................ 215 2,494
--------- ---------
Stockholders' deficit:
Preferred stock, $.001 par value: 10,000,000 shares
authorized; no shares issued and outstanding...... - -
Common stock, $.001 par value: 100 million shares
authorized; 25 shares issued and outstanding...... 2 2
Accumulated deficit................................ (130) (415)
--------- ---------
Total stockholders' deficit...................... (128) (413)
--------- ---------
Total liabilities and stockholders' deficit.......... $ 87 $2,081
--------- ---------
--------- ---------
</TABLE>

See notes to financial statements.

F-19
<PAGE>

FIRSTPAK, INC.
STATEMENTS OF LOSS AND ACCUMULATED DEFICIT

<TABLE>
<CAPTION>
--------------------
PERIOD
FROM
FEBRUARY
23,
1996
(INCEPTION) SIX
THROUGH MONTHS
DECEMBER ENDED
31, JUNE 30,
1996 1997
--------- ---------
(IN THOUSANDS) (UNAUDITED)
<S> <C> <C>
Operating expenses:
Acquisition search and related costs.............. $ 122 $ 271
General and administrative........................ 92 203
--------- ---------
Total operating expenses and loss before income
taxes.......................................... 214 474
Income tax benefit................................ (84) (189)
--------- ---------
Net loss........................................ 130 285

Accumulated deficit:
Beginning of period............................... - 130
--------- ---------
End of period..................................... $ 130 $ 415
--------- ---------
--------- ---------
</TABLE>

See notes to financial statements.

F-20
<PAGE>

FIRSTPAK, INC.
STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
--------------------------------
PERIOD FROM
FEBRUARY 23, 1996 SIX
(INCEPTION) MONTHS
THROUGH ENDED
DECEMBER 31, 1996 JUNE 30, 1997
----------------- -------------
(IN THOUSANDS) (UNAUDITED)
<S> <C> <C>
Cash Flows From Operating Activities:
Net loss.................................................... $ (130) $ (285)
Adjustment to reconcile loss to net cash used in operating
activities:
Deferred public offering costs............................ - (1,803)
Change in accounts payable................................ 1 1,874
Change in due to related parties.......................... 214 405
Deferred income taxes..................................... (84) (189)
------ ------
Net cash from operating activities...................... 1 2

Cash Flows From Financing Activities -
Capital contribution........................................ 2 -

Cash At Beginning Of Period................................... - 3
------ ------
Cash At End Of Period......................................... $ 3 $ 5
------ ------
------ ------
</TABLE>

See notes to financial statements.

F-21
<PAGE>

FIRSTPAK, INC.

NOTES TO FINANCIAL STATEMENTS

(INFORMATION AS OF AND FOR THE SIX MONTHS ENDED
JUNE 30, 1997 IS UNAUDITED)

1. BASIS OF PRESENTATION

FirstPak, Inc.'s ("FirstPak") predecessor was initially incorporated in
California on February 23, 1996. Accordingly, no historical financial
information is available prior to February 23, 1996. Additionally, FirstPak had
no activities prior to July 1996. FirstPak was formed for the purpose of
creating a consolidator and national operator of packaging and labeling products
and service enterprises.

Through June 30, 1997, FirstPak has not engaged in any activities other than to
develop and refine its strategy and search for, plan and negotiate potential
acquisitions of label and packaging companies meeting its strategic goals.
FirstPak has conducted no other activities and is expected to acquire the
Operating Subsidiaries (See Note 3, "Probable Acquisitions and Accounting
Acquirer") simultaneously with the closing of the Offering (See Note 4,
"Probable Offering").

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

USE OF ESTIMATES - The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions. These estimates and assumptions affect the reported amounts of
assets and liabilities and the disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates.

DEFERRED PUBLIC OFFERING COSTS - Costs related to the public offering of
FirstPak securities (see Note 4, "Probable Offering") are deferred until the
closing of such offering at which time such costs are deducted from the offering
proceeds. Should FirstPak determine the closing of an offering is not probable,
such costs are expensed in the period of such determination.

ACQUISITION SEARCH AND RELATED COSTS - FirstPak expenses acquisition search and
related costs as incurred. In accordance with Staff Accounting Bulletin No. 79,
Accounting for Expenses or Liabilities Paid by Principal Stockholders FirstPak
includes in such costs direct out of pocket costs incurred and paid by its
principal stockholders and related entities. FirstPak intends to reimburse its
stockholders and related entities for such costs (classified on FirstPak's
balance sheet as "Due to Related Parties") from the proceeds from the sale of
Common Stock (see Note 4, "Probable Offering").

INTERIM FINANCIAL STATEMENTS - Unaudited interim financial information as of and
for the six months ended June 30, 1997 has been prepared on the same basis as
the financial statements as of and for the period ended December 31, 1996. In
the opinion of management, such unaudited interim information includes all
adjustments (consisting only of normal recurring adjustments) necessary for a
fair presentation of the interim financial information. The results of
operations and cash flows for the interim period presented are not necessarily
indicative of the expected results for the full year.

INCOME TAXES - FirstPak accounts for income taxes under the liability method,
whereby deferred income taxes are determined based on the future tax effects of
differences between the basis of assets and liabilities for financial statement
purposes and tax purposes given the provisions of the enacted tax laws. At
December 31, 1996 and June 30, 1997 FirstPak had deferred tax assets of $84,000
and $273,000 related to incurred book losses. FirstPak's effective tax rate is
40%, reflecting federal statutory rate of 34% and state rate of 6% (net of
federal effect).

STOCK BASED COMPENSATION - Statement of Financial Accounting Standards No. 123,
ACCOUNTING FOR STOCK BASED COMPENSATION ("SFAS 123") encourages, but does not
require, companies to record compensation cost for stock-based employee
compensation plans at fair value. FirstPak has chosen to continue to account for
stock-based compensation using the intrinsic value method prescribed by
Accounting Principles Board Opinion No. 25,

F-22
<PAGE>

FIRSTPAK, INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

(INFORMATION AS OF AND FOR THE SIX MONTHS ENDED
JUNE 30, 1997 IS UNAUDITED)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

ACCOUNTING FOR STOCK ISSUED TO EMPLOYEES, and related Interpretations.
Accordingly, compensation cost for stock awards is measured as the excess, if
any, of the estimated fair value of FirstPak's stock at the measurement date
over the amount an employee must pay to acquire the stock.

NEW ACCOUNTING PRONOUNCEMENTS - In June 1997, the Financial Accounting Standards
Board issued Statement of Financial Accounting Standards No. 130, REPORTING
COMPREHENSIVE INCOME, which requires that an enterprise report, by major
components and as a single total, the change in its net assets during the period
from nonowner sources; and Statement of Financial Accounting Standards No. 131,
DISCLOSURES ABOUT SEGMENTS OF AN ENTERPRISE AND RELATED INFORMATION, which
establishes annual and interim reporting standards for an enterprise's operating
segments and related diclosures about its products, services, geographic areas,
and major customers. Adoption of these statements will not impact FirstPak's
financial position, results of operations or cash flows, and any effect will be
limited to the form and content of its disclosures. Both statements are
effective for fiscal years beginnning after December 15, 1997, with earlier
application permitted.

3. PROBABLE ACQUISITIONS AND ACCOUNTING ACQUIRER

On July 17, 1997, FirstPak executed merger agreements to acquire (i) Wisconsin
Label Corporation and subsidiaries ("Wisconsin Label"), (ii) St. Louis
Lithographing Company ("St. Louis Litho"), (iii) CalOptical Holding Corporation
and subsidiary ("CalOptical") and (iv) Blake Printing and Publishing, Inc.
("Blake Printing") (collectively, the "Operating Subsidiaries" and their
stockholders, the "Sellers"). These acquisitions (the "Acquisitions") are
expected to occur simultaneously with the closing of FirstPak's Offering (see
Note 4, "Probable Offering"). Upon consummation of the Acquisitions, the former
stockholders of Wisconsin Label will, as a group, own in excess of 47.0% of
FirstPak's common stock and control in excess of 48.0% of the FirstPak's voting
interests. As such common stock ownership and voting interests will exceed (i)
the separate FirstPak ownership and voting interests of the former stockholder
groups for St. Louis Litho, CalOptical, or Blake Printing, or (ii) the FirstPak
stockholders' carryover ownership and voting interests just prior to the
consummation of the Acqusitions, the Acquisitions will be accounted for as a
"reverse acquisition" by Wisconsin Label Corporation and subsidiaries as the
accounting acquirer using the purchase method of accounting. As a result,
FirstPak's consolidated financial statements for periods prior to the
consummation of the Acquisitions prepared for comparative purposes subsequent to
the consummation of the Acquisitions will be the historical consolidated
financial statements of Wisconsin Label with certain amounts within
"Stockholders' Equity" restated to reflect the impact of FirstPak's acquisition
of Wisconsin Label.

The total estimated purchase price to be recorded by Wisconsin Label (the
accounting acquirer) is approximately $65.8 million and consists of (i) $25.9
million fair value of the shares of FirstPak Common Stock and options to
purchase shares of FirstPak Common Stock to be issued to the St. Louis Litho,
CalOptical and Blake Printing Sellers with "lockups", (ii) $4.2 million fair
value of FirstPak Common Stock to be issued to the St. Louis Litho and
CalOptical Sellers and simultaneously sold by such Sellers in conjunction with
the Offering, (iii) $34.9 million fair value of St. Louis Litho, CalOptical and
Blake Printing liabilities assumed (based on June 30, 1997 data) in conjunction
with the Acquisitions, and (iv) $800,000 transaction costs directly related to
the Acquisitions. The actual purchase price will be dependent upon (i) the
actual number of shares of FirstPak Common Stock and options to purchase
FirstPak Common Stock issued to the Sellers, (ii) the actual initial public
offering price per share of FirstPak Common Stock, (iii) the fair value of the
actual liabilities assumed on the date the Acquisitions close, and (iv) the
actual transaction costs incurred.

The shares and options to purchase shares of FirstPak Common Stock to be issued
to St. Louis Litho, CalOptical and Blake Printing Sellers with lockups will be
valued at a 30% discount to the initial public offering price based upon an
appraisal of the impact to fair value for the lack of liquidity of the shares.
As discussed elsewhere

F-23
<PAGE>

FIRSTPAK, INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

(INFORMATION AS OF AND FOR THE SIX MONTHS ENDED
JUNE 30, 1997 IS UNAUDITED)

3. PROBABLE ACQUISITIONS AND ACCOUNTING ACQUIRER (CONTINUED)
in the Prospectus, the holders of these shares have agreed to not offer, sell,
or otherwise dispose of any of these shares for a period of one year after the
closing of the Offering and, under certain circumstances, (i) the shares are not
be freely tradable for up to two years subsequent to the closing of the Offering
and (ii) certain shares are not freely tradeable.

The total estimated purchase price will be allocated to the assets acquired (and
liabilities assumed included in the total estimated purchase price) based on
their fair values in accordance with the purchase method of accounting for
business combinations.

Additionally, approximately $25.8 million will be recorded as stock based
compensation expense concurrent with the closing of the Transactions, related
to: (i) FirstPak Common Stock owned by the FirstPak employees just prior to the
closing of the Transactions (ii) options to purchase shares of FirstPak Common
Stock to be granted to certain Wisconsin Label employee stockholders at a price
per share equal to 25% of the initial public offering price contingent upon the
closing of the Transactions, and (iii) options to purchase shares of FirstPak
Common Stock at a weighted average exercise price per share equal to
approximately 28% of the initial public offering price granted to certain
FirstPak employees contingent upon the closing of the Transactions.

Pro forma unaudited results of operations for the year ended December 31, 1996
and for the six months ended June 30, 1996 and 1997 as if the Acquisitions had
occurred on January 1, 1996 follows:

<TABLE>
<CAPTION>
--------------------------------------
YEAR ENDED SIX MONTHS ENDED
DECEMBER 31, JUNE 30,
1996 1996 1997
---------------- --------- ---------
(UNAUDITED) (UNAUDITED)
(IN THOUSANDS)
<S> <C> <C> <C>

Pro forma sales.......................................... $ 142,784 $ 72,620 $ 74,300
Pro forma operating income............................... 7,501 4,344 3,973
Pro forma net income..................................... 4,458 2,493 2,669
</TABLE>

4. PROBABLE OFFERING ("OFFERING")

In connection with the probable Acquisitions (see Note 3, "Probable Acquisitions
and Accounting Acquirer"), FirstPak intends to issue approximately (i) 1.2
million shares of Common Stock, through a split of the 25 shares of Common Stock
of FirstPak currently outstanding, subject to certain adjustments, (ii) 9.9
million shares of Common Stock (approximately 6.0 million shares to the Sellers,
subject to certain adjustments, and approximately 3.9 million shares to the
public) and (iii) 220,000 shares of its Series A Preferred Stock to the
Wisconsin Label Sellers. The actual numbers of shares of FirstPak Common Stock
to be issued is dependent upon the initial public offering price per share and
other factors.

5. PROBABLE CREDIT AGREEMENT

FirstPak has received a commitment letter from The Chase Manhattan Bank
("Chase") pursuant to which Chase has agreed, subject to certain conditions, to
provide FirstPak with a senior revolving credit facility (the "Facility") in the
amount of $80 million. Up to $60 million of the Facility may be used for
acquisitions by FirstPak. The remaining $20 million is for working capital
purposes. Borrowings under the working capital Facility will be limited to
certain percentages of eligible accounts receivable and inventory. Borrowings
under the Facility will be secured by the capital stock of the Operating
Subsidiaries, and the Operating Subsidiaries will be required to guarantee the
repayment of amounts outstanding under the Facility. The Facility will contain
covenants requiring FirstPak to maintain certain financial ratios and to meet
certain financial tests, including minimum debt service

F-24
<PAGE>

FIRSTPAK, INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

(INFORMATION AS OF AND FOR THE SIX MONTHS ENDED
JUNE 30, 1997 IS UNAUDITED)

5. PROBABLE CREDIT AGREEMENT (CONTINUED)
coverage, maximum leverage, maximum capital expenditures and minimum tangible
net worth. In addition, consent of the lender may be required for certain
acquisitions. The obligation of Chase to provide the Facility is subject to
consummation of the Acquisitions and the Offering and to certain other
conditions.

6. CAPITAL STOCK

The authorized capital stock of FirstPak consists of 100,000,000 shares of
Common Stock, par value $0.001 per share, and 10,000,000 shares of preferred
stock, par value $0.001 per share (the "Preferred Stock").

COMMON STOCK - Holders of Common Stock are entitled to one vote for each share
held of record on all matters submitted to a vote of the stockholders. Subject
to the rights of any holders of Preferred Stock, holders of Common Stock are
entitled to receive ratably such dividends as may be declared by the Board of
Directors out of funds legally available. In the event of a liquidation,
dissolution or winding up of the Company, holders of Common Stock are entitled
to share ratably in the distribution of all assets remaining after payment of
liabilities, subject to the rights of any holders of Preferred Stock. Holders of
Common Stock have no preemptive rights to subscribe for additional shares of the
Company and no right to convert their Common Stock into any other securities. In
addition, there are no redemption or sinking fund provisions applicable to the
Common Stock.

PREFERRED STOCK - The Board of Directors is authorized, without further action
by the stockholders, to issue any or all shares of authorized Preferred Stock as
a class without series or in one or more series and to fix the rights,
preferences, restrictions and designations thereof, including dividend rights,
conversion rights, voting rights, terms of redemption, liquidation preferences
and the number of shares constituting any series. The issuance of Preferred
Stock could adversely affect the voting power of holders of Common Stock and
could have the effect of delaying, deferring or impeding a change in control of
FirstPak.

In connection with the Acquisitions FirstPak will issue 220,000 shares of its
Series A Preferred Stock, $0.001 par value, to the former stockholders of
Wisconsin Label. The Series A Preferred Stock will be redeemable for $11,000,000
upon either (i) a sale, merger or other business combination for cash or stock
of a certain investment of Wisconsin Label in another printing company, (ii) a
date six months after the closing of a firm commitment underwritten public
offering of such printing company's common stock that represents not less than
20% of the outstanding capital stock of such printing company and results in
aggregate gross proceeds to such printing company in excess of $15,000,000,
(iii) the sale by FirstPak of (a) not less than 75% of the shares of such other
printing company owned by Wisconsin Label and the receipt of funds (in any
amount) due to FirstPak upon such sale or (b) all or any part of its equity
interest in such other printing company pursuant to which FirstPak receives not
less than $6 million, (iv) the dissolution, liquidation or winding-up of such
other printing company or (v) the exercise of certain put or call options
attached to Wisconsin Label's interest in such other printing company, the
exercise of which, in certain circumstances, must (a) be with respect to not
less than 75% of the shares of such other printing company owned by Wisconsin
Label and the receipt of funds (in any amount) due to FirstPak upon such
exercise or (b) cause FirstPak to receive not less than $6 million in the
aggregate pursuant to such exercise. The Series A Preferred Stock will entitle
its holder to one vote for each share on all matters presented to stockholders
for approval. The Series A Preferred Stock will be recorded at its estimated
fair value (approximately $9,440,000). The $1,560,000 estimated discount will be
recorded similar to a preferred stock dividend when the Series A Preferred Stock
is redeemed.

7. STOCK OPTIONS

FirstPak issued stock options to an employee on February 14, 1997 to purchase
50,000 new shares of FirstPak's Common Stock. The options vest as follows:
25,000 upon the earlier of the successful completion of a public offering (see
Note 4, "Probable Offering") or over a four year period at 25% per year and the
remaining 25,000

F-25
<PAGE>

FIRSTPAK, INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

(INFORMATION AS OF AND FOR THE SIX MONTHS ENDED
JUNE 30, 1997 IS UNAUDITED)

7. STOCK OPTIONS (CONTINUED)
over a four-year period at 25% per year. The exercise price of the options was
set at $5.35 which was management's estimate of the fair value of the options at
issuance. Accordingly, no compensation expense has been recorded for such
options.

SFAS 123 requires the disclosure of pro forma net income had FirstPak adopted
the fair value method as of the beginning of 1997 (the beginning of the period
when FirstPak first issued stock options). Under SFAS 123, the fair value of
stock-based awards to employees is calculated through the use of option pricing
models. These models require subjective assumptions, including future stock
price volatility and expected time to exercise, which greatly affect the
calculated values. FirstPak's calculation for its one existing employee stock
option agreement was made using the Black-Scholes option pricing model with the
following average assumptions; expected life of 5 years; stock volatility,
.001%; risk free interest rates, 5.53%; and no dividends during the expected
term. If the computed fair values of the agreement was included in expense, pro
forma net loss for the six months ended June 30, 1997 would not change
materially from the amount reported in the accompanying statements of loss.

FirstPak's 1997 Stock Plan (the "1997 Stock Plan") was approved by the Board of
Directors and the stockholders of FirstPak in May 1997. The 1997 Stock Plan
provides for the grant of incentive stock options to employees (including
officers and employee directors) and for the grant of nonstatutory stock options
and stock purchase rights ("SPRs") to employees, directors and consultants.
Unless terminated sooner, the 1997 Stock Plan will terminate automatically in
2007.

In June 1997, FirstPak agreed to grant options to purchase 150,000 shares and
257,143 shares of its Common Stock to its President and Chief Executive Officer
at an exercise price of 100% and 25%, respectively, of FirstPak's Common Stock
price in the Offering and agreed to grant options to purchase 20,000 shares of
its Common Stock to a Director at an exercise price of 75% of FirstPak's Common
Stock price in the Offering (see Note 4, "Probable Offering"). In August 1997,
FirstPak agreed to grant options to purchase 30,000 shares and 55,000 shares of
its Common Stock to its Chief Financial Officer at an exercise price of 100% and
25%, respectively, of FirstPak's Common Stock price in the Offering and agreed
to grant options to purchase 10,000 shares of its Common Stock to a consultant
at an exercise price of 25% of FirstPak's Common Stock price in the Offering
(see Note 4, "Probable Offering"). Also, in June 1997, FirstPak, as discussed
above (see Note 3, "Probable Acquisitions and Accounting Acquiror"), agreed to
grant, contingent upon the closing of the Transactions, options to purchase
515,577 shares of its Common Stock, dependent upon the initial offering price
per share, to certain employee stockholders of Wisconsin Label at an exercise
price of 25% of FirstPak's Common Stock price in the Offering. Such options vest
and are exercisable concurrent with the closing of the Transactions. As
discussed above (see Note 3 "Probable Acquisitions and Accounting Acquirer"),
FirstPak will record approximately $24.3 million of stock based compensation, of
which $8.8 million relates to options, concurrent with the closing of the
Transactions.

Concurrent with the closing of the Transactions, FirstPak will assume the stock
option obligations of St. Louis Litho, CalOptical and Blake Printing. Such
obligations will entitle certain employees of St. Louis Litho, CalOptical and
Blake Printing to purchase 393,424 shares of FirstPak Common Stock at a weighted
average exercise price of $0.66 per share, dependent upon the (i) the actual
number of shares of FirstPak Common Stock issued to Sellers and sold in the
Offering and (ii) the actual initial public offering price per share.

F-26
<PAGE>

FIRSTPAK, INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

(INFORMATION AS OF AND FOR THE SIX MONTHS ENDED
JUNE 30, 1997 IS UNAUDITED)

7. STOCK OPTIONS (CONTINUED)
Administrator has the authority to amend, suspend or terminate the 1997 Stock
Plan, provided that no such action may affect any share of Common Stock
previously issued or sold or any option previously granted under the 1997 Stock
Plan.

Options and SPRs granted under the 1997 Stock Plan are not generally
transferable by the optionee, and each option and SPR is exercisable during the
lifetime of the optionee only by such optionee. Options granted under the 1997
Stock Plan must generally be exercised within three months after the end of
optionee's status as an employee, director of consultant of FirstPak, or within
twelve months after such optionee's termination by death or disability, but in
no event later than the expiration of the option's ten-year term. SPRs will be
exercisable pursuant to a restricted stock purchase agreement (the "Restricted
Stock Purchase Agreement"). Unless the Administrator determines otherwise, the
Restricted Stock Purchase Agreement shall grant FirstPak a repurchase option
exercisable upon the voluntary or involuntary termination of the purchaser's
employment with FirstPak for any reason (including death or disability). The
purchase price for shares repurchased pursuant to the Restricted Stock Purchase
Agreement shall be the original price paid by the purchaser and may be paid by
cancellation of any indebtedness of the purchaser to FirstPak. The repurchase
option shall lapse at a rate determined by the Administrator. The exercise price
of all incentive stock options granted under the 1997 Stock Plan must be at
least equal to the fair market value of the Common Stock on the date of grant.
The exercise price of nonstatutory stock options and SPRs granted under the 1997
Stock Plan is determined by the Administrator, but with respect to nonstatutory
stock options intended to qualify as "performance-based compensation" within the
meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended, the
exercise price must at least be equal to the fair market value of the Common
Stock on the date of grant. With respect to any participant who owns stock
possessing more than 10% of the voting power of all classes of FirstPak's
outstanding capital stock, the exercise price of any incentive stock option
granted must equal at least 110% of the fair market value on the grant date and
the term of such incentive stock option must not exceed five years. The term of
all other options granted under the 1997 Stock Plan may not exceed ten years.

In addition, the 1997 Stock Plan provides that each director that is not also an
officer or employee of FirstPak or an Operating Subsidiary shall be
automatically granted an option to purchase 20,000 shares of Common Stock on the
later of the effective date of the plan or the date on which such person first
becomes a nonemployee director. Each nonemployee director shall also be
automatically granted an option to purchase 5,000 shares on July 1 of each year
provided he or she is then a nonemployee director and if, as of such date, he or
she shall have served on FirstPak's Board of Directors for at least the
preceding six months. Options granted to nonemployee directors vest ratably over
three years, and have a term of ten years. The exercise price of options granted
to nonemployee directors shall be 100% of the fair market value per share of
Common Stock on the date of grant.

The 1997 Plan provides that in the event of a merger of FirstPak with or into
another corporation, or a sale of substantially all of FirstPak's assets, each
option shall be assumed or an equivalent option substituted for by the successor
corporation. If the outstanding options are not assumed or substituted for by
the successor corporation, the Administrator shall provide for the optionee to
have the right to exercise the option or SPR as to all of the optioned stock,
including shares as to which it would not otherwise be exercisable.

F-27
<PAGE>
INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders
of Wisconsin Label Corporation:

We have audited the accompanying consolidated balance sheets of Wisconsin Label
Corporation and subsidiaries (the "Company") as of December 31, 1995 and 1996,
and the related consolidated statements of income, stockholders' equity, and the
cash flows for each of the three years in the period ended December 31, 1996.
These consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the consolidated financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, such consolidated financial statements present fairly, in all
material respects, the financial position of Wisconsin Label Corporation and
subsidiaries at December 31, 1995 and 1996, and the results of their operations
and their cash flows for each of the three years in the period ended December
31, 1996 in conformity with generally accepted accounting principles.

DELOITTE & TOUCHE LLP
Milwaukee, Wisconsin
March 31, 1997 (July 17, 1997 as to Note 13)

F-28
<PAGE>
WISCONSIN LABEL CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
---------------------------------
DECEMBER 31, JUNE 30,
1995 1996 1997
--------- --------- -----------
(UNAUDITED)
(IN THOUSANDS, EXCEPT SHARE DATA)
<S> <C> <C> <C>
ASSETS
Current assets:
Cash......................................................... $ 100 $ 703 $ 1,158
Accounts receivable - trade - less allowance for doubtful
accounts of $300, $838, and $310 at December 31, 1995 and
1996 and June 30, 1997, respectively........................ 11,805 14,553 14,629
Inventories.................................................. 7,662 8,812 8,665
Prepaid expenses and other................................... 2,562 1,165 713
--------- --------- -----------
Total current assets....................................... 22,129 25,233 25,165
--------- --------- -----------
Property and equipment - Net................................... 13,343 14,936 16,450
--------- --------- -----------
Other assets:
Equity method investments.................................... 3,764 4,834 5,952
Other........................................................ 1,506 1,184 1,061
--------- --------- -----------
Total other assets......................................... 5,270 6,018 7,013
--------- --------- -----------
Total assets................................................... $ 40,742 $ 46,187 $ 48,628
--------- --------- -----------
--------- --------- -----------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current maturities of long term debt......................... $ 5,646 $ 1,456 $ 2,374
Notes payable - bank......................................... 2,821 8,343 4,603
Accounts payable............................................. 6,532 7,660 6,413
Accrued employee compensation................................ 1,930 2,370 2,203
Other accrued expenses....................................... 565 128 146
Income taxes payable......................................... 181 437 371
--------- --------- -----------
Total current liabilities.................................. 17,675 20,394 16,110
--------- --------- -----------
Noncurrent liabilities:
Long term debt............................................... 10,169 9,216 14,421
Deferred compensation........................................ 689 673 813
Deferred income taxes........................................ 1,180 1,609 1,350
--------- --------- -----------
Total liabilities.......................................... 29,713 31,892 32,694
Minority interest.............................................. 198 275 258
Commitments and contingencies
Stockholders' equity:
Common stock - $1 par value - 500,000 shares authorized...... 292 294 294
Additional paid-in capital................................... 1,549 1,681 1,681
Retained earnings............................................ 8,990 12,045 13,701
--------- --------- -----------
Total stockholders' equity................................. 10,831 14,020 15,676
--------- --------- -----------
Total liabilities and stockholders' equity................... $ 40,742 $ 46,187 $ 48,628
--------- --------- -----------
--------- --------- -----------
</TABLE>

See notes to consolidated financial statements.

F-29
<PAGE>
WISCONSIN LABEL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME

<TABLE>
<CAPTION>
-----------------------------------------------------
YEARS ENDED SIX MONTHS ENDED
DECEMBER 31, JUNE 30,
1994 1995 1996 1996 1997
--------- --------- --------- --------- ---------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
(IN THOUSANDS)
Sales...................................................... $ 57,175 $ 70,852 $ 93,914 $ 47,898 $ 46,919

Cost of sales.............................................. 43,637 54,031 71,744 36,816 35,951
--------- --------- --------- --------- ---------
Gross profit 13,538 16,821 22,170 11,082 10,968
--------- --------- --------- --------- ---------
Operating expenses:........................................
Selling, general and administrative expenses............. 9,300 11,912 15,722 7,950 8,206
Amortization of goodwill................................. 111 173 36 28 57
Stock based compensation................................. - - 134 - 20
--------- --------- --------- --------- ---------
Total operating expenses............................. 9,411 12,085 15,892 7,978 8,283
--------- --------- --------- --------- ---------
Operating income........................................... 4,127 4,736 6,278 3,104 2,685
--------- --------- --------- --------- ---------
Other income (expense):
Interest income.......................................... 48 278 258 139 36
Interest expense......................................... (681) (1,262) (1,451) (739) (724)
Equity income (loss)..................................... (16) 357 465 249 575
Other - net.............................................. (274) 249 (17) (54) (21)
--------- --------- --------- --------- ---------
Total other expense - net............................ (923) (378) (745) (405) (134)
--------- --------- --------- --------- ---------
Income before provision for income taxes and minority
interest.................................................. 3,204 4,358 5,533 2,699 2,551

Provision for income taxes................................. 1,561 2,025 2,400 1,215 852
--------- --------- --------- --------- ---------
Income before minority interest............................ 1,643 2,333 3,133 1,484 1,699

Minority interest in subsidiaries' earnings................ (53) (74) (78) (58) (43)
--------- --------- --------- --------- ---------

Net income................................................. $ 1,590 $ 2,259 $ 3,055 $ 1,426 $ 1,656
--------- --------- --------- --------- ---------
--------- --------- --------- --------- ---------
</TABLE>

See notes to consolidated financial statements.

F-30
<PAGE>
WISCONSIN LABEL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
------------------------------------------------------
ADDITIONAL TOTAL
COMMON STOCK PAID IN RETAINED STOCKHOLDERS'
SHARES AMOUNT CAPITAL EARNINGS EQUITY
------- ------ ---------- -------- -------------
(IN THOUSANDS, EXCEPT SHARE DATA)
<S> <C> <C> <C> <C> <C>
Balance, January 1, 1994................ 274,946 $ 275 $ 665 $ 5,141 $ 6,081
Net income.............................. - - - 1,590 1,590
------- ------ ---------- -------- -------------
Balance, December 31, 1994.............. 274,946 275 665 6,731 7,671
Issuance of common stock in connection
with Voxcom acquisition................ 17,175 17 884 - 901
Net income.............................. - - - 2,259 2,259
------- ------ ---------- -------- -------------
Balance, December 31, 1995.............. 292,121 292 1,549 8,990 10,831
Issuance of common stock in connection
with Voxcom acquisition................ 2,123 2 132 - 134
Net income.............................. - - - 3,055 3,055
------- ------ ---------- -------- -------------
Balance, December 31, 1996.............. 294,244 $ 294 $ 1,681 $ 12,045 $ 14,020
Net income (Unaudited).................. - - - 1,656 1,656
------- ------ ---------- -------- -------------
Balance, June 30, 1997 (Unaudited)...... 294,244 $ 294 $ 1,681 $ 13,701 $ 15,676
------- ------ ---------- -------- -------------
------- ------ ---------- -------- -------------
</TABLE>

See notes to consolidated financial statements.

F-31
<PAGE>
WISCONSIN LABEL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
-------------------------------------------
YEARS ENDED SIX MONTHS ENDED
DECEMBER 31, JUNE 30,
(IN THOUSANDS) 1994 1995 1996 1996 1997
------- ------- ------- ------- -------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Cash flows from operating activities:
Net income...................................... $ 1,590 $ 2,259 $ 3,055 $ 1,426 $ 1,656
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Minority interest in subsidiaries earnings.... 53 74 78 58 43
Depreciation and amortization................. 1,218 1,674 2,006 876 964
Provision for deferred income taxes........... 203 435 351 44 12
Equity (income) loss.......................... 16 (357) (465) (249) (575)
Issuance of common stock as compensation...... - - 134 - 20
Changes in operating assets and liabilities,
excluding the effect of business acquisition:
Accounts receivable......................... (2,514) (1,442) (2,748) (4,215) (76)
Inventories................................. (1,405) (2,028) (1,150) 271 129
Other current assets........................ (240) (1,581) 629 2,284 669
Accounts payable............................ 686 7 1,128 1,321 (1,246)
Accrued and other liabilities............... 213 565 (13) (198) (443)
Accrued income taxes........................ (139) 122 256 439 (57)
------- ------- ------- ------- -------
Net cash provided by (used in) operating
activities............................... (319) (272) 3,261 2,057 1,096

Cash flows from investing activities:
Capital expenditures............................ (2,226) (2,810) (3,569) (2,497) (2,436)
Equity investments in affiliates................ (105) (3,318) (634) (320) (587)
Acquisition of Voxcom........................... (328) - -
------- ------- ------- ------- -------
Net cash used in investing activities..... (2,331) (6,456) (4,203) (2,817) (3,023)

Cash flows from financing activities:
Proceeds from issuance of debt.................. 8,617 14,549 1,165 1,207 5,462
Repayments of debt.............................. (6,341) (8,885) (5,142) (907) (478)
Line of credit borrowings....................... 45 976 5,522 360 (2,602)
------- ------- ------- ------- -------
Net cash provided by financing
activities............................... 2,321 6,640 1,545 660 2,382

Net increase (decrease) in cash and cash
equivalents...................................... (329) (88) 603 (100) 455

Cash and cash equivalents, beginning of period.... 517 188 100 100 703
------- ------- ------- ------- -------
Cash and cash equivalents, end of period.......... $ 188 $ 100 $ 703 $ - $ 1,158
------- ------- ------- ------- -------
------- ------- ------- ------- -------
Supplemental cash flow information:
Cash paid during the year for:
Interest...................................... $ 813 $ 1,301 $ 1,777 $ 731 $ 765
Income taxes.................................. 1,257 1,463 1,676 655 820
</TABLE>

See notes to consolidated financial statements.

F-32
<PAGE>
WISCONSIN LABEL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(INFORMATION AS OF AND FOR THE SIX MONTHS ENDED
JUNE 30, 1996 AND 1997 IS UNAUDITED)

1. THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

THE BUSINESS -

Wisconsin Label Corporation and subsidiaries (the "Company") provides printed
pressure sensitive labels, tapes, and specialty items primarily to customers
located throughout North America. The Company also affixes labels and provides
overwrapping services.

PRINCIPLES OF CONSOLIDATION -

The accompanying consolidated financial statements include the accounts of
Wisconsin Label Corporation and its wholly owned subsidiaries and its
majority-owned subsidiaries. All significant intercompany accounts and
transactions have been eliminated. The equity of the minority ownership interest
of majority owned subsidiaries is shown as minority ownership interest in the
consolidated balance sheets.

Investments in affiliates in which the Company has the ability to exercise
significant influence over operations and financial policies are accounted for
using the equity method, with cost adjusted for the Company's proportionate
share of their undistributed earnings or losses.

USE OF ESTIMATES IN PREPARATION OF CONSOLIDATED FINANCIAL STATEMENTS -

The preparation of consolidated financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions. These estimates and assumptions affect the reported amounts of
assets, liabilities, revenues and expenses and the disclosure of contingent
assets and liabilities in the consolidated financial statements. Actual results
may differ from those estimates.

ALLOWANCE FOR DOUBTFUL ACCOUNTS -

The Company provides for an allowance for doubtful accounts when the
collectability of trade accounts receivable becomes unlikely. The expense for
doubtful accounts was $304,000, $262,000 and $768,000 for the years ended
December 31, 1994, 1995 and 1996 and $583,061 and $94,915 for the six months
ended June 30, 1996 and 1997, respectively.

INVENTORIES -

The Company's inventories are carried at the lower of cost or market. The cost
of inventories is determined using the first-in, first-out ("FIFO") method.

PROPERTY AND EQUIPMENT -

Property and equipment are carried at cost. Maintenance and repair costs are
charged to expense as incurred. Gains or losses on disposition of property and
equipment are reflected in income. Depreciation is computed on the straight-line
method over the estimated useful lives of the respective classes of assets as
follows:

<TABLE>
<CAPTION>
---------
YEARS
---------
<S> <C>
Buildings........................................................................... 40
Machinery and equipment............................................................. 5 - 10
Vehicles............................................................................ 5
Office equipment.................................................................... 5
</TABLE>

CASH EQUIVALENTS -

Marketable securities that are highly liquid and are purchased with a maturity
of three months or less are classified as cash.

F-33
<PAGE>
WISCONSIN LABEL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(INFORMATION AS OF AND FOR THE SIX MONTHS ENDED
JUNE 30, 1996 AND 1997 IS UNAUDITED)

1. THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
INCOME TAXES -

Deferred tax assets and liabilities are determined based upon the difference
between the financial statement and tax basis of assets and liabilities as
measured by the enacted tax rates.

REVENUE RECOGNITION -

Revenue is generally recognized upon shipment.

FAIR VALUE OF FINANCIAL INSTRUMENTS -

Unless otherwise specified, the Company believes the carrying value of its
financial instruments (notes payable and long-term debt) approximates their fair
value.

ASSET IMPAIRMENT -

Statement of Financial Accounting Standards No. 121, Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of
("SFAS 121"), was adopted as of January 1, 1996. SFAS 121 standardized the
accounting practices for the recognition and measurement of impairment losses on
certain long-lived assets. The adoption of SFAS 121 had no impact to the
Company's results of operations or financial position.

INTERIM FINANCIAL INFORMATION -

Unaudited interim financial information as of and for the six months ended June
30, 1996 and 1997 has been prepared on the same basis as the annual financial
statements. In the opinion of management, such unaudited interim information
includes all adjustments (consisting only of normal recurring adjustments)
necessary for a fair presentation of the interim financial information. The
results of operations and cash flows for the interim periods presented are not
necessarily indicative of the expected results for the full year.

STOCK BASED COMPENSATION -

Effective January 1, 1996 the Company adopted Statement of Financial Accounting
Standards No. 123, Accounting for Stock Based Compensation ("SFAS 123"). SFAS
123 encourages, but does not require, companies to record compensation cost for
stock-based employee compensation plans at fair value. The Company has chosen to
continue to account for stock-based compensation using the intrinsic value
method prescribed by Accounting Principles Board Opinion No. 25, Accounting for
Stock Issued to Employees, and related Interpretations. Accordingly,
compensation cost for stock awards is measured as the excess, if any, of the
estimated fair value of the Company's stock at the measurement date over the
amount an employee must pay to acquire the stock. If the computed fair values of
stock based compensation, using the Black-Scholes model with the following
average assumptions: expected life of 10 years; stock volatility, 10%; risk free
interest rates, 6%; and no dividends during the expected term, were included in
expense, pro forma net income for the year ended December 31, 1996 or the six
months ended June 30, 1996 or 1997 would not change materially from amounts
reported in the accompanying consolidated statements of income.

NEW ACCOUNTING PRONOUNCEMENTS -

F-34
<PAGE>
WISCONSIN LABEL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(INFORMATION AS OF AND FOR THE SIX MONTHS ENDED
JUNE 30, 1996 AND 1997 IS UNAUDITED)

1. THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

about its products, services, geographic areas, and major customers. Adoption of
these statements will not impact the Company's consolidated financial position,
results of operations or cash flows, and any effect will be limited to the form
and content of its disclosures. Both statements are effective for fiscal years
beginning after December 15, 1997, with earlier application permitted.

2. BUSINESS ACQUISITION
On August 1, 1995, the Company acquired all of the outstanding stock of Voxcom,
Inc. ("Voxcom") in a transaction accounted for as a purchase and, accordingly,
the assets and liabilities were recorded at their estimated fair values as of
the acquisition date. The results of operations of Voxcom, Inc. are included in
the accompanying consolidated financial statements since the date of
acquisition. The purchase price consisted of the following (in thousands):
<TABLE>
<S> <C>
---------
Wisconsin Label Corporation stock issued............................ $901
Net cash............................................................ 328
Liabilities assumed................................................. 1,910
---------
Total purchase price................................................ $3,139
---------
---------
The purchase price was allocated among the assets of Voxcom as follows (in
thousands):

<CAPTION>
---------
<S> <C>
Current assets...................................................... $1,269
Property and equipment.............................................. 1,581
Other assets........................................................ 289
---------
Total assets acquired............................................... $3,139
---------
---------
</TABLE>

In addition, former shareholders of Voxcom entered into agreements with the
Company which call for payments of Wisconsin Label Corporation stock based on
Voxcom, Inc. achieving specific levels of future profitability as outlined in
the agreements. The payments can occur in up to three of the first five years
following the acquisition. The maximum additional amount of Wisconsin Label
Corporation stock which could be issued under these agreements is 4,246 shares.
The additional stock issued will be accounted for as contingent purchase
consideration when earned.

Pro forma unaudited results of operations for the years ended December 31, 1994
and 1995 as if the acquisition had occurred in January 1, 1994 follow:

<TABLE>
<CAPTION>
--------------------
YEARS ENDED DECEMBER
31,
1994 1995
------- -----------
(IN THOUSANDS) (UNAUDITED)
<S> <C> <C>
Pro forma sales................................... $64,569 $76,224
Pro forma operating income........................ 4,098 4,977
Pro forma net income.............................. 1,531 2,454
</TABLE>

F-35
<PAGE>
WISCONSIN LABEL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(INFORMATION AS OF AND FOR THE SIX MONTHS ENDED
JUNE 30, 1996 AND 1997 IS UNAUDITED)

3. INVENTORIES
Inventories consist of the following:

<TABLE>
<CAPTION>
-------------------------------------
DECEMBER 31, JUNE 30,
1995 1996 1997
----------- ----------- -----------
IN THOUSANDS (UNAUDITED)
<S> <C> <C> <C>
Raw materials....................... $3,939 $3,829 $3,934
Work in process..................... 369 893 999
Finished products................... 3,354 4,090 3,732
----------- ----------- -----------
Total............................... $7,662 $8,812 $8,665
----------- ----------- -----------
----------- ----------- -----------
</TABLE>

4. PROPERTY AND EQUIPMENT
Property and equipment consists of the following:

<TABLE>
<CAPTION>
-------------------------------------
DECEMBER 31, JUNE 30,
1995 1996 1997
----------- ----------- -----------
IN THOUSANDS (UNAUDITED)
<S> <C> <C> <C>
Land and land improvements.......... $435 $435 $435
Buildings........................... 4,799 5,297 5,496
Machinery and equipment............. 13,771 16,031 17,576
Vehicles............................ 483 487 499
Office equipment.................... 3,131 3,884 4,305
Construction in progress............ 323 378 830
----------- ----------- -----------
Total property and equipment - at
cost............................. 22,942 26,512 29,141
Less accumulated depreciation....... 9,599 11,576 12,691
----------- ----------- -----------
Property and equipment - net........ $13,343 $14,936 $16,450
----------- ----------- -----------
----------- ----------- -----------
</TABLE>

5. EQUITY INVESTMENTS

The Company makes equity investments in other labeling and related businesses.
At December 31, 1996 and June 30, 1997, the Company had total equity investments
of $4,834,000 and $5,952,000, respectively, of which approximately $4,531,000
and $4,912,084, respectively, represented a twenty percent ownership interest in
another printing company. The Company's investment in this affiliate includes
approximately $1,750,000 of cost

F-36
<PAGE>
WISCONSIN LABEL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(INFORMATION AS OF AND FOR THE SIX MONTHS ENDED
JUNE 30, 1996 AND 1997 IS UNAUDITED)

5. EQUITY INVESTMENTS (CONTINUED)
in excess of book value at the time of the investment (October 1, 1995), which
is being amortized over 40 years. The Company also has a 50% joint venture
arrangement with such printing company. A summary of combined financial
information for all the Company's investments is as follows (in thousands):

<TABLE>
<S> <C>
AT DECEMBER 31, 1996:
-----------
Current assets................................................ $ 24,503
Noncurrent assets............................................. 18,092
-----------
Total assets.................................................. $ 42,595
-----------
-----------
Current liabilities........................................... $ 18,471
Noncurrent liabilities........................................ 10,180
-----------
Total liabilities......................................... 28,651
Equity........................................................ 13,944
-----------
Total liabilities and equity.................................. $ 42,595
-----------
-----------
FOR THE YEAR ENDED DECEMBER 31, 1996:
Revenues...................................................... $ 120,392
Operating income.............................................. 10,378
Net income.................................................... 4,525
</TABLE>

Operating results include the Company's proportionate share of income or loss
from its equity investments, including the joint venture referred to above,
since the respective dates of those investments.

Through a shareholders agreement with the other printing company referred to
above dated October 6, 1995 (the "Agreement"), the Company has the right (the
"Put Option") to require such printing company to purchase some or all of the
Company's 20% investment upon the earlier of (i) the fifth anniversary of the
date of the Agreement, (ii) the initial public offering of such printing
company's stock, (iii) the termination of the joint venture arrangement, or (iv)
the transfer of more than 20% of such printing company's outstanding shares to
unrelated parties.

The other printing company referred to above has the right (the "Call Option")
to require the Company to sell all of its investment upon the earlier of (i) the
third anniversary of the date of the Agreement, (ii) the termination of the
joint venture arrangement, (iii) the date on which the Company dissolves or
sells substantially all of its assets, or (iv) a change in the controlling
stockholders of the Company. (See Note 13, "Subsequent Events").

The purchase price per share under the Put Option or the Call Option is the
Corporate Equity Value per share as defined in the Agreement. Such Corporate
Equity Value approximates such printing company's consolidated earnings less
interest, taxes, depreciation and amortization for any 12 month period within
the last 24 month period times five; then reduced by such printing company's
average outstanding long-term debt (including capital lease obligations and
current maturities) during such 12 month period.

Additionally, the other printing company referred to above has the right to call
all or some of the Company's investment for certain Termination Causes as
defined in the Agreement. The purchase price per share for a Termination Cause
call is the lesser of such printing company's fully diluted net book value per
share or 80% of Fair Market Value per share as define in the Agreement. Fair
Market Value approximates Corporate Equity Value.

6. NOTES PAYABLE -- BANK
At December 31, 1996 the Company had a $14,000,000 line of credit which was
collateralized by substantially all assets of the Company and $8,343,000 was
outstanding. The interest rate on $6,000,000 was 2% over LIBOR

F-37
<PAGE>
WISCONSIN LABEL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(INFORMATION AS OF AND FOR THE SIX MONTHS ENDED
JUNE 30, 1996 AND 1997 IS UNAUDITED)

6. NOTES PAYABLE -- BANK (CONTINUED)

(7.375%) and the rate on the remainder was the prime rate (8.25%). As of June
30, 1997 the Company has an $8,000,000 line of credit which was collateralized
by substantially all assets of the Company and $4,603,000 was outstanding. The
interest rate on $2,000,000 was 1.7% over LIBOR (7.3875%) and the rate on the
remainder was the prime rate (8.50%). The line of credit agreement places
restrictions on the borrowing allowed for each of the rates charged. The line of
credit expires in September 1997.

7. LONG-TERM DEBT
Long-term debt consist of the following:

<TABLE>
<CAPTION>
---------------------------------

DECEMBER 31, JUNE 30,
(IN THOUSANDS) 1995 1996 1997
--------- --------- -----------
(UNAUDITED)
<S> <C> <C> <C>
Bank note, collateralized by substantially all assets
of the Company, payable at $2,000,000 annually,
first principal payment due June 2, 1998, interest
payable monthly at LIBOR plus 1.7%, effective
February 28, 1997 (7.4375%, 7.375%, and 7.3875% at
December 31, 1995 and 1996 and June 30, 1997,
respectively), due September 14, 2000............... $ 8,000 $ 8,000 $ 14,000

Industrial Revenue Bond, collateralized by
substantially all assets of Wisconsin Label
Corporation, payable at $21,000 per month plus
interest at LIBOR plus 1.0% (6.375% at December 31,
1996 and 6.69141% at June 30, 1997 and 6.4375 at
June 30, 1996) and prime minus 0.75% (7.75% at
December 31, 1995), due January 1, 2005............. 2,271 2,021 1,896

Bank notes, collateralized by specific assets of the
Company, payable monthly at an average interest rate
of 8.9%............................................. 5,544 651 898
--------- --------- -----------

Total.............................................. 15,815 10,672 16,794

Less current maturities.............................. 5,646 1,456 2,373
--------- --------- -----------

Long-term portion.................................... $ 10,169 $ 9,216 $ 14,421
--------- --------- -----------
--------- --------- -----------
</TABLE>

F-38
<PAGE>
WISCONSIN LABEL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(INFORMATION AS OF AND FOR THE SIX MONTHS ENDED
JUNE 30, 1996 AND 1997 IS UNAUDITED)

7. LONG-TERM DEBT (CONTINUED)

Required payments of principal on long-term debt at December 31, 1996 and June
30, 1997, including current maturities, are summarized as follows (in
thousands):

<TABLE>
<CAPTION>
------------------------
DECEMBER
31, JUNE 30,
1996 1997
----------- -----------
(UNAUDITED)
<S> <C> <C>

1997............................................. $1,456 $178
1998............................................. 1,456 2,377
1999............................................. 1,456 2,384
2000............................................. 1,675 10,612
2001............................................. 3,682 298
Thereafter....................................... 947 945
----------- -----------
Total............................................ $10,672 $16,794
----------- -----------
----------- -----------
</TABLE>

The notes payable are supported by loan agreements which provide for certain
restrictive covenants, including maintenance of various financial ratios and
limitations on additional borrowing or payment of dividends.

8. EMPLOYEE BENEFIT PLANS

Wisconsin Label Corporation sponsors an employee stock ownership plan ("ESOP")
which is a noncontributory defined contribution plan established to acquire
shares of the Company's common stock for the benefit of all eligible
participants (substantially all employees of Wisconsin Label Corporation).
Contributions to the plan are made at the discretion of the Board of Directors.
Expenses under the ESOP were $328,000, $373,000, and $420,000 for the years
ended December 31, 1994, 1995 and 1996 and $179,746 and $210,000 for the six
months ended June 30, 1996 and 1997, respectively. Contributions were cash. At
December 31, 1996 and June 30, 1997, 93,551 shares of the Company's stock were
held by the ESOP Trust, which was established to fund the ESOP.

Certain subsidiaries of the Company sponsor 401(k) profit-sharing and related
plans that cover substantially all their employees. Company contributions are at
the discretion of management. Company contributions made during the period from
January 1, 1994 through June 30, 1997 were not significant.

The Company has entered into deferred compensation agreements with two former
officers and current stockholders. The agreements provide for monthly payments
of $5,000 to each individual. The payments shall continue for the term of the
executives' lives unless they directly or indirectly compete with the Company.

F-39
<PAGE>
WISCONSIN LABEL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(INFORMATION AS OF AND FOR THE SIX MONTHS ENDED
JUNE 30, 1996 AND 1997 IS UNAUDITED)

9. INCOME TAXES
The provision for income taxes consists of the following:

<TABLE>
<CAPTION>
-----------------------------------------------------
YEARS ENDED SIX MONTHS ENDED
DECEMBER 31, JUNE 30,
(IN THOUSANDS) 1994 1995 1996 1996 1997
--------- --------- --------- --------- ---------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Current tax expense:
Federal........................... $ 1,070 $ 1,312 $ 1,737 $ 1,049 $ 691
State............................. 288 278 312 166 161
--------- --------- --------- --------- ---------
Total current................... 1,358 1,590 2,049 1,215 852
Deferred tax expense:
Federal........................... 164 361 283 - -
State............................. 39 74 68 - -
--------- --------- --------- --------- ---------
Total deferred.................. 203 435 351 - -
--------- --------- --------- --------- ---------
Total provision for income taxes.... $ 1,561 $ 2,025 $ 2,400 $ 1,215 $ 852
--------- --------- --------- --------- ---------
--------- --------- --------- --------- ---------
</TABLE>

A reconciliation of the federal statutory income tax rate to effective income
tax rates is as follows:

<TABLE>
<CAPTION>
-------------------------------------------------------------
SIX MONTHS ENDED
YEARS ENDED
DECEMBER 31, JUNE 30,
1994 1995 1996 1996 1997
----- ----- ----- ----- ---------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Federal statutory rate............. 34.0% 34.0% 34.0% 34.0% 34.0%
State income taxes - net of federal
income tax benefit................ 6.7 6.1 5.9 6.0 6.0
Tax effect of subsidiary loss not
consolidated for tax purposes..... 7.7 3.5 3.6 3.6 -
Utilization of net operating
losses............................ - - - - (7.1)
Other.............................. 0.3 2.9 (0.1) 1.4 0.5
--- --- --- --- ---------
Effective rate..................... 48.7% 46.5% 43.4% 45.0% 33.4%
--- --- --- --- ---------
--- --- --- --- ---------
</TABLE>

F-40
<PAGE>
WISCONSIN LABEL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(INFORMATION AS OF AND FOR THE SIX MONTHS ENDED
JUNE 30, 1996 AND 1997 IS UNAUDITED)

9. INCOME TAXES (CONTINUED)
Deferred income taxes are provided for the temporary differences between the
financial reporting basis and the tax basis of the Company's assets and
liabilities. The major components of the net deferred tax liability are as
follows:

<TABLE>
<CAPTION>
---------------------------------
DECEMBER 31, JUNE, 30
(IN THOUSANDS) 1995 1996 1997
--------- --------- -----------
(UNAUDITED)
<S> <C> <C> <C>
Deferred tax assets:
Accruals and reserves........................... $ 255 $ 272 $ 272
Deferred compensation........................... 275 269 269
Net operating loss carryforwards................ 880 1,060 1,060
--------- --------- -----------
Gross deferred tax assets....................... 1,410 1,601 1,601
Valuation allowance............................. (880) (1,060) (1,060)
--------- --------- -----------
Net deferred tax assets..................... 530 541 541
--------- --------- -----------
Deferred tax liabilities:
Depreciation.................................. (1,225) (1,408) (1,408)
Equity income................................. (135) (285) (285)
Other......................................... (156) (185) (198)
--------- --------- -----------
Gross deferred tax liabilities.............. (1,516) (1,878) (1,891)
--------- --------- -----------
Net deferred tax liability...................... $ (986) $ (1,337) $ (1,350)
--------- --------- -----------
--------- --------- -----------
</TABLE>

Deferred income taxes are shown on the consolidated balance sheets as follows:

<TABLE>
<CAPTION>
---------------------------------
DECEMBER 31, JUNE 30,
(IN THOUSANDS) 1995 1996 1997
--------- --------- -----------
(UNAUDITED)
<S> <C> <C> <C>
Prepaid expenses and other...................... $ 194 $ 272 $ -
Deferred income tax liability................... (1,180) (1,609) (1,350)
--------- --------- -----------
Net deferred income tax liability............... $ (986) $ (1,337) $ (1,350)
--------- --------- -----------
--------- --------- -----------
</TABLE>

One majority owned subsidiary of the Company is not consolidated for federal
income tax purposes. Its net operating losses of approximately $2,400,000 will
begin to expire in the year 2006. Other subsidiaries have state net operating
losses of approximately $1,300,000 which begin to expire in the year 2008.

10. RELATED-PARTY TRANSACTIONS

At December 31, 1994, 1995 and 1996 and June 30, 1997 a majority owned
subsidiary of the Company was leasing a building from a Wisconsin limited
liability company which, in turn, is owned by management of the Company. The
lease term is ten years beginning April 1, 1994, with a base annual rent of
$150,000 payable in twelve equal monthly payments. The lease is accounted for as
an operating lease and the lease payment is guaranteed by Wisconsin Label
Corporation. Rent expense on this lease was $112,000, $150,000 and $150,000 for
the years ended December 31, 1994, 1995 and 1996 and $75,000 and $75,000 for the
six months ended June 30, 1996 and 1997, respectively. The majority owned
subsidiary subleases a portion of the building to a wholly owned subsidiary of
the Company for $88,000 per year payable at $7,000 per month. The term of this
agreement matches the term of the lease with the majority owned subsidiary.

F-41
<PAGE>
WISCONSIN LABEL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(INFORMATION AS OF AND FOR THE SIX MONTHS ENDED
JUNE 30, 1996 AND 1997 IS UNAUDITED)

10. RELATED-PARTY TRANSACTIONS (CONTINUED)

At December 31, 1996 and March 31, 1997, the majority owned subsidiary was
leasing a printing press from another Wisconsin limited liability company which,
in turn, is also owned by management of the Company. The lease term is seven
years beginning March 1, 1996, with a base annual rent of $173,000 payable in
twelve equal monthly payments. The lease is accounted for as an operating lease
and the lease payment is guaranteed by Wisconsin Label Corporation. Rent expense
on this lease for the year ended December 31, 1996 was $144,000 and $57,600 and
$86,400 for the six months ended June 30, 1996 and 1997, respectively. Wisconsin
Label Corporation is leasing equipment from a partnership of which the partners
are also stockholders of Wisconsin Label Corporation. The original lease term
was three years beginning July 13, 1992. The original lease has been extended
through July 13, 1998. Rent expense was $53,000, $34,000 and $21,000 for the
years ended December 31, 1994, 1995 and 1996 and $10,000 and $10,000 for the six
months ended June 30, 1996 and 1997, respectively. The lease is accounted for as
an operating lease.

The majority owned subsidiary was leasing a building from a Wisconsin general
partnership, which in turn, is owned by the minority stockholders of the
majority owned subsidiary and a stockholder of Wisconsin Label Corporation. The
lease term was ten years beginning May 1, 1992. Rent expense was $65,000 and
$27,000 for the years ended December 31, 1994 and 1995, respectively. The lease
was accounted for as an operating lease. The lease was terminated by mutual
consent during 1995.

During 1995 and 1996 and the six months ended June 30, 1996 and 1997, the
Company had sales of $424,000, $6,612,000, $5,502,805 and $114,935,
respectively, to companies in which it has minority equity interests (see Note
4, "Equity Investments"). In addition, at December 31, 1996 and March 31, 1997,
accounts receivable include an amount owed from Dittler Brothers of $794,000 and
$4,857, respectively. The account is not collateralized as it is the Company's
policy not to require collateral on trade receivables.

11. LEASES
The Company leases various buildings and equipment from nonrelated parties, all
classified as operating leases. Future minimum payments, by year and in the
aggregate, under the noncancelable operating leases with initial or remaining
terms in excess of one year consist of the following:

<TABLE>
<CAPTION>
------------------------

NONRELATED RELATED
(IN THOUSANDS) PARTIES PARTIES
----------- -----------
<S> <C> <C>

1997................................................. $ 201 $ 353
1998................................................. 107 335
1999................................................. 44 323
2000................................................. 59 323
2001................................................. 5 323
Thereafter........................................... - 539
----- -----------
Total................................................ $ 416 $ 2,196
----- -----------
----- -----------
</TABLE>

Rent expense for all operating leases with unrelated parties was $124,000,
$149,000, and $196,000 for the years ended December 31, 1994, 1995, and 1996,
and $116,334 and $117,934 for the six months ended June 30, 1996 and 1997,
respectively. Related party rent expense was $231,000, $212,000, and $320,000
for the years ended December 31, 1994, 1995, and 1996, and $132,600 and $161,400
for the six months ended June 30, 1996 and 1997, respectively.

F-42
<PAGE>
WISCONSIN LABEL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(INFORMATION AS OF AND FOR THE SIX MONTHS ENDED
JUNE 30, 1996 AND 1997 IS UNAUDITED)

12. COMMITMENTS AND CONTINGENCIES
The Company has entered into an agreement with all stockholders which places
restrictions on the transfer of the Company's common stock. The agreement
provides the Company with the right of first refusal for purchase of any stock
at a price defined by the agreement.

13. SUBSEQUENT EVENTS

On July 17, 1997, the Company executed a merger agreement to be acquired by
FirstPak, Inc. ("FirstPak"). If the merger is consummated, it will close
concurrently with the proposed offering of FirstPak Common Stock. Just prior to
such merger, the Company intends to transfer ownership in one equity investment
and two R&D projects to three Limited Liability Companies owned by the Company's
stockholders. Such equity investment and R&D projects were not significant.

F-43
<PAGE>
INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Shareholders of
St. Louis Lithographing Company:

We have audited the accompanying balance sheet of St. Louis Lithographing
Company as of December 31, 1996, and the related statements of operations,
stockholders' equity, and cash flows for the period from June 1, 1996 (date of
acquisition) through December 31, 1996 (the "Successor Company"). We have also
audited the accompanying balance sheet of St. Louis Lithographing Company as of
December 31, 1995 and the related statements of operations, shareholder's
equity, and cash flows for the period from January 1, 1996 through May 31, 1996
and for the years ended December 31, 1995 and 1994 (the "Predecessor Company").
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of the St. Louis Lithographing
Company as of December 31, 1996, and the results of its operations and its cash
flows for the period from June 1, 1996 (date of acquisition) through December
31, 1996 in conformity with generally accepted accounting principles. Also, in
our opinion, the above-mentioned financial statements of the predecessor of the
Company present fairly, in all material respects, the financial position of the
Predecessor Company as of December 31, 1995 and the results of its operations
and its cash flows for the period from January 1, 1996 through May 31, 1996 and
for the years ended December 31, 1995 and 1994, in conformity with generally
accepted accounting principles.

DELOITTE & TOUCHE LLP
St. Louis, Missouri
March 28, 1997 (July 17, 1997 as to Note 12)

F-44
<PAGE>
ST. LOUIS LITHOGRAPHING COMPANY
BALANCE SHEETS

<TABLE>
<CAPTION>
------------------------------------
PREDECESSOR SUCCESSOR
DECEMBER DECEMBER
31, 31, JUNE 30,
(IN THOUSANDS, EXCEPT SHARE DATA) 1995 1996 1997
----------- ----------- ----------
(UNAUDITED)
<S> <C> <C> <C>
ASSETS
Current assets:
Cash..................................... $ 1 $ 1 $ 1
Accounts receivable (net of allowance of
$50, $40 and $40, respectively)......... 2,504 2,846 3,348
Intercompany receivable.................. -
Inventory................................ 3,137 2,547 2,599
Prepaid expenses and other assets.......... 27 38 187
Deferred income taxes...................... - 243 224
----------- ----------- ----------
Total current assets................. 5,669 5,675 6,359
Property, plant and equipment - net........ 11,686 10,834 10,586
Goodwill................................... 337 8,517 8,410
Other long-term assets..................... 71 195 164
----------- ----------- ----------
Total...................................... $ 17,763 $ 25,221 $ 25,519
----------- ----------- ----------
----------- ----------- ----------
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable......................... $ 535 $ 681 $ 901
Intercompany payable..................... 331 -
Accrued expenses......................... 820 626 984
Current portion of long-term debt........ - 1,125 1,187
Income taxes payable..................... 800 - 289
----------- ----------- ----------
Total current liabilities............ 2,486 2,432 3,361
Deferred income taxes...................... - 3,123 3,069
Revolving debt............................. - 2,266 1,965
Long-term debt............................. - 9,875 9,313
Subordinated debt to shareholder........... - 4,600 4,600
----------- ----------- ----------
Total liabilities.................... 2,486 22,296 22,308
----------- ----------- ----------
Shareholders' equity:
Common stock; $.01 par value, 200,000
authorized, 105,263 outstanding......... - 1 1
Common stock, $1 par value, 151,200
authorized and outstanding.............. 151 -
Additional paid-in capital............... 25 3,154 3,154
Unamortized expense of restricted stock
awards.................................. - (133) (114)
Retained earnings (accumulated
deficit)................................ 15,101 (97) 170
----------- ----------- ----------
Total shareholders' equity........... 15,277 2,925 3,211
----------- ----------- ----------
Total...................................... $ 17,763 $ 25,221 $ 25,519
----------- ----------- ----------
----------- ----------- ----------
</TABLE>

See notes to financial statements.

F-45
<PAGE>
ST. LOUIS LITHOGRAPHING COMPANY
STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------
PREDECESSOR PRO FORMA PRO FORMA SUCCESSOR
SUCCESSOR
PERIOD FROM PERIOD FROM SUCCESSOR
JANUARY 1, JUNE 1, 1996 ONE MONTH
THROUGH
YEARS ENDED 1996 THROUGH DECEMBER 31, SIX MONTHS ENDED
DECEMBER 31, MAY 31, 1996 1996 YEAR ENDED ENDED JUNE JUNE 30,
-------------------- ------------- ------------ DECEMBER 31, 30, 1996 ----------------------
(IN THOUSANDS) 1994 1995 1996 ------------ 1996 1997
--------- --------- ------------ ---------- ----------
(UNAUDITED)
(UNAUDITED)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Sales......... $ 23,867 $ 22,873 $ 8,854 $ 11,450 $ 20,304 $ 1,580 $ 10,434 $ 11,215
Cost of
sales........ 16,905 17,245 6,597 8,556 15,153 1,164 7,761 8,132
--------- --------- ------------- ------------ ------------ ------------ ---------- ----------
Gross
profit..... 6,962 5,628 2,257 2,894 5,151 416 2,673 3,083
Operating
expenses:
Selling,
general and
administrative
expenses... 2,268 2,429 970 1,746 2,766 201 1,261 1,512
Amortization
of
goodwill... 15 11 - 125 214 18 107 107
Stock based
compensation... - - - 23 38 3 19 19
--------- --------- ------------- ------------ ------------ ------------ ---------- ----------
Total
operating
expenses..... 2,283 2,440 970 1,894 3,018 222 1,387 1,638
--------- --------- ------------- ------------ ------------ ------------ ---------- ----------
Operating
income....... 4,679 3,188 1,287 1,000 2,133 194 1,286 1,445
Other income
(expenses):
Interest
income....... - 90 - - - - - --
Interest
expense...... - - - (1,068) (1,831) (151) (916) (907)
Amortization
of loan
fees......... - - - (19) (33) (3) (16) (16)
Other
expenses..... - (219) - - - - - --
--------- --------- ------------- ------------ ------------ ------------ ---------- ----------
Total other
income
(expenses)... - (129) - (1,087) (1,864) (154) (932) (923)
--------- --------- ------------- ------------ ------------ ------------ ---------- ----------
Income (loss)
before income
taxes........ 4,679 3,059 1,287 (87) 269 40 354 522
Income tax
expense...... 1,945 1,343 643 10 192 23 184 255
--------- --------- ------------- ------------ ------------ ------------ ---------- ----------
Net income
(loss)....... $ 2,734 $ 1,716 $ 644 $ (97) $ 77 $ 17 $ 170 267
--------- --------- ------------- ------------ ------------ ------------ ---------- ----------
--------- --------- ------------- ------------ ------------ ------------ ---------- ----------
</TABLE>

See notes to financial statements.

F-46
<PAGE>
ST. LOUIS LITHOGRAPHING COMPANY
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
-------------------------------------------------------------------------
RETAINED
ADDITIONAL EARNINGS RESTRICTED
COMMON PAID-IN (ACCUMULATED STOCK
(IN THOUSANDS) STOCK CAPITAL DEFICIT) AWARDS TOTAL
------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
PREDECESSOR COMPANY
Balance, December 31, 1993.............. $ 151 $ 25 $ 12,351 $ - $ 12,527
Net income............................ - - 2,734 - 2,734
------------- ------------- ------------- ------------- -------------
Balance, December 31, 1994.............. 151 25 15,085 - 15,261
Net income............................ - - 1,716 - 1,716
Dividend to parent.................... - - (1,700) - (1,700)
------------- ------------- ------------- ------------- -------------
Balance, December 31, 1995.............. 151 25 15,101 - 15,277
Net income through May 31, 1996....... - - 644 - 644
------------- ------------- ------------- ------------- -------------
Balance, May 31, 1996 (Date of
Acquisition)........................... $ 151 $ 25 $ 15,745 $ - $ 15,921
------------- ------------- ------------- ------------- -------------
------------- ------------- ------------- ------------- -------------

SUCCESSOR COMPANY
Common stock and warrants issued........ $ 1 $ 2,999 $ - $ - $ 3,000
Restricted stock awards issued.......... - 155 - (155) -
Amortization of restricted stock
awards................................. - - - 22 22
Net loss for the period June 1, 1996 to
December 31, 1996...................... - - (97) - (97)
------------- ------------- ------------- ------------- -------------
Balance, December 31, 1996.............. 1 3,154 (97) (133) 2,925
Net income for the six months ended June
30, 1997 (unaudited)................... - - 267 - 267
Amortization of restricted stock awards
(unaudited)............................ - - - 19 19
------------- ------------- ------------- ------------- -------------
Balance, June 30, 1997 (unaudited)...... $ 1 $ 3,154 $ 170 $ (114) $ 3,211
------------- ------------- ------------- ------------- -------------
------------- ------------- ------------- ------------- -------------
</TABLE>

See notes to financial statements.

F-47
<PAGE>
ST. LOUIS LITHOGRAPHING COMPANY
STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
------------------------------------------------------------------------
PREDECESSOR
PERIOD FROM SUCCESSOR
JANUARY 1, PERIOD FROM
YEARS ENDED 1996 JUNE 1, 1996
DECEMBER 31, THROUGH THROUGH ONE MONTH SIX MONTHS
-------------------- MAY 31, DECEMBER 31, ENDED JUNE ENDED JUNE
IN THOUSANDS 1994 1995 1996 1996 30, 1996 30, 1997
--------- --------- ----------- ------------ ---------- -----------
(UNAUDITED)
<S> <C> <C> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net income (loss)................. $ 2,734 $ 1,716 $ 644 $ (97) $ 40 $ 267
Adjustments to reconcile net
income (loss) to net cash
provided by (used in) operating
activities:
Depreciation.................... 834 844 378 513 74 470
Amortization of goodwill and
other items.................... 15 11 - 166 24 140
Loss on sale of assets.......... - 219 - -
Changes in assets and
liabilities:
Accounts receivable........... 506 (308) 516 (859) (808) (502)
Prepaid expenses.............. (87) 109 (24) 55 184 (121)
Inventory..................... (704) 103 58 532 57 (52)
Accounts payable.............. (343) - 165 (18) (113) 220
Deferred tax asset............ - - - (47) 2 19
Deferred tax liability........ - - - 57 (8) (54)
Intercompany including income
taxes........................ (520) (498) (1,728) -
Accrued expenses.............. (23) 192 19 (675) 181 358
Income tax payable............ - - - - - 289
--------- --------- ----------- ------------ ---------- -----------
Net cash provided by (used in)
operating activities............. 2,412 2,388 28 (373) (367) 1,034
--------- --------- ----------- ------------ ---------- -----------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Acquisition of business........... - - - (21,190) (21,190) -
Acquisition of property and
equipment........................ (2,412) (688) (28) (11) (11) (233)
Subsequent adjustment of purchase
price of business................ - - - 708 708 -
--------- --------- ----------- ------------ ---------- -----------
Net cash provided by (used in)
investing activities............. (2,412) (688) (28) (20,493) (20,493) (233)
--------- --------- ----------- ------------ ---------- -----------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Proceeds from issuance of common
stock............................ - - - 3,000 3,000 -
Proceeds from issuance of
long-term debt................... - - - 18,190 18,190 -
Proceeds (paydown) of revolving
loan............................. - - - 176 (330) (301)
Repayments of long-term debt...... - - - (500) - (500)
Dividend to parent................ - (1,700) - - - -
--------- --------- ----------- ------------ ---------- -----------
Net cash used in financing
activities....................... - (1,700) - 20,866 20,860 (801)
--------- --------- ----------- ------------ ---------- -----------
Net Increase in Cash.............. - - - - - -
Cash, Beginning of Period......... 1 1 1 1 1 1
--------- --------- ----------- ------------ ---------- -----------
Cash, End of Period............... $ 1 $ 1 $ 1 $ 1 $ 1 $ 1
--------- --------- ----------- ------------ ---------- -----------
--------- --------- ----------- ------------ ---------- -----------
Supplemental Disclosure of Cash
Flow Information - Cash paid for
interest......................... $ 1,068
------------
------------
</TABLE>

See notes to financial statements.

F-48
<PAGE>
ST. LOUIS LITHOGRAPHING COMPANY

NOTES TO FINANCIAL STATEMENTS

(INFORMATION AS OF AND FOR THE SIX MONTHS ENDED
JUNE 30, 1996 AND 1997 IS UNAUDITED)

1. ORGANIZATION AND BUSINESS
St. Louis Lithographing Company (the "Company"), incorporated in Delaware,
prints and markets product labels primarily for the distilled spirits and wine
industry. Additional printing products include trading cards and high quality
candy wraps. The Company has been in the lithographing business since 1921.
Prior to May 31, 1996, St. Louis Lithographing Company was a wholly-owned
subsidiary (the "Predecessor Company") of Pillsbury Co., Incorporated
("Pillsbury"). On February 19, 1995, Pillsbury acquired Pet Incorporated
("Pet"), who was the Company's parent prior to that time. There were no changes
in the basis of the Company's assets and liabilities in the accompanying
financial statements resulting from the Pillsbury acquisition of Pet.
Accordingly, prior to May 31, 1996, the predecessor financial statements include
various expenses allocated from Pillsbury and Pet (hereafter collectively
referred to as "Parent").

2. ACQUISITION
On May 31, 1996, SLL Acquisition Co. ("SLL") merged into St. Louis Lithography
Company, a Missouri Corporation. The merger consideration paid to Pillsbury was
$20,250,000 (net of working capital adjustment of $603,000 subsequently received
from seller) The Company was reincorporated in Delaware on June 10, 1996 (the
"Successor Company"). The purchase price and acquisition costs were financed
through $3,000,000 of contributed equity, $11,500,000 of senior term debt,
$4,600,000 of senior subordinated debt, and the revolving line-of-credit. In
exchange for the contributed equity, the Company issued 100,000 shares of ($.01
par value) capital stock to its stockholders. In addition, pursuant to a warrant
agreement between the Company and the lender of the senior subordinated debt,
the Company sold the lender warrants for $59,000 which provide the lender the
right to purchase 27,701 shares of its common stock for $.01 per share at any
time prior to either May 31, 2006 or the closing of an initial public offering,
whichever comes first.

The purchase price, consisting of $20,250,000 initial cash payment (net of
working capital adjustment of $603,000 subsequently received from seller),
$1,403,000 in acquisition costs and the tax effects (primarily due to
depreciation, accrued expenses and allowance for doubtful accounts) of SFAS 109,
was allocated to the fair market value of assets acquired and liabilities
assumed in accordance with APB 16 as follows (in thousands):

<TABLE>
<S> <C>
ASSETS ACQUIRED:
-----------
Cash......................................................... $ 1
Accounts receivable.......................................... 1,988
Inventory.................................................... 3,079
Deferred income taxes........................................ 196
Property, plant and equipment................................ 11,336
Prepaid and other assets..................................... 287
-----------
Total assets acquired.......................................... 16,887
-----------
LIABILITIES ASSUMED:
Accounts payable............................................. 699
Accrued expenses............................................. 714
Deferred income taxes........................................ 3,066
-----------
Total liabilities assumed...................................... 4,479
-----------
GOODWILL....................................................... 8,642
-----------
PURCHASE PRICE................................................. $ 21,050
-----------
-----------
</TABLE>

F-49
<PAGE>
ST. LOUIS LITHOGRAPHING COMPANY

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

(INFORMATION AS OF AND FOR THE SIX MONTHS ENDED
JUNE 30, 1996 AND 1997 IS UNAUDITED)

2. ACQUISITION (CONTINUED)
The excess purchase price over net assets acquired was attributable to goodwill.
The Company's customer list was considered to have an indeterminate asset life
based on the longevity of these customers and the almost nonexistent customer
turnover. As a result, the customer list was considered inseparable from the
Company as a whole and the excess net purchase price was determined to be
goodwill and amortizable over a forty-year life.

The unaudited pro forma statement of operations for the year ended December 31,
1996 and for the six months ended June 30, 1996 has been prepared as if the
acquisition occurred on January 1, 1996 and is not necessarily indicative of (i)
the results the Company would have experienced had such acquisition occurred at
January 1, 1996 or (ii) the future results of the Company.

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
SALES - Sales are recognized at the date of shipment.

INVENTORIES - Inventories are carried at the lower of cost or market, using the
first-in, first-out ("FIFO") cost flow assumption.

PROPERTY, PLANT AND EQUIPMENT - Property, plant and equipment is stated at cost
less accumulated depreciation. Depreciation is provided using the straight-line
method over estimated useful lives of 20-30 years for buildings and 3-10 years
for furniture and equipment.

GOODWILL - Goodwill is amortized over 40 years.

OTHER LONG-TERM ASSETS - Other long-term assets of the Successor Company consist
primarily of loan origination fees which will be amortized over the loan period
of five years.

FAIR VALUE OF FINANCIAL INSTRUMENTS - The carrying amounts of cash, accounts
receivable, accounts payable and accrued expenses are reflected in the financial
statements at approximate fair value due to the short nature of those
instruments. The carrying amount of the revolving, long-term and subordinated
debt approximates fair value at December 31, 1995 and 1996 and June 30, 1997
based on interest rates available to the Company and debt instruments with
similar terms.

ESTIMATES - The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements. Actual results could differ from those estimates.

INCOME TAXES - The Successor Company accounts for income taxes under the
provisions of Statement of Financial Accounting Standards No. 109, Accounting
for Income Taxes ("SFAS 109"). SFAS 109 utilizes the liability method, whereby
deferred income taxes are determined based on the estimated future tax effects
of differences between the financial statements and tax bases of assets and
liabilities given the provisions of the enacted tax laws. The Predecessor
Company's income taxes represent an allocation from its Parent Company and
deferred income taxes were maintained at the Parent Company level.

CONCENTRATION OF CREDIT RISK - Financial instruments which subject the Company
to credit risk consist primarily of accounts receivable. Concentration of credit
risk with respect to accounts receivable is generally concentrated due to a
relatively few number of entities comprising the Company's customer base. The
Company performs ongoing credit evaluations of its customers and maintains an
allowance for potential credit losses.

INTERIM FINANCIAL INFORMATION - Unaudited interim financial information as of
and for the six months ended June 30, 1997, for the five months ended May 31,
1996 and one month ended June 30, 1996 have been prepared on the same basis as
the annual financial statements. In the opinion of management, such unaudited

F-50
<PAGE>
ST. LOUIS LITHOGRAPHING COMPANY

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

(INFORMATION AS OF AND FOR THE SIX MONTHS ENDED
JUNE 30, 1996 AND 1997 IS UNAUDITED)

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
information includes all adjustments (consisting only of normal recurring
adjustments) necessary for a fair presentation of this interim information. The
results of operations and cash flows for the interim periods presented are not
necessarily indicative of results for the full year.

NEW ACCOUNTING PRONOUNCEMENTS - In June 1997, the Financial Accounting Standards
Board issued Statement of Financial Accounting Standards No. 130, REPORTING
COMPREHENSIVE INCOME, which requires that an enterprise report, by major
components and as a single total, the change in its net assets during the period
from nonowner sources; and Statement of Financial Accounting Standards No. 131,
DISCLOSURES ABOUT SEGMENTS OF AN ENTERPRISE AND RELATED INFORMATION, which
establishes annual and interim reporting standards for an enterprise's operating
segments and related disclosures about its products, services, geographic areas,
and major customers. Adoption of these statements will not impact the Company's
financial position, results of operations or cash flows, and any effect will be
limited to the form and content of its disclosures. Both statements are
effective for fiscal years beginning after December 15, 1997, with earlier
application permitted.

4. INVENTORIES

Inventories consist of the following at December 31, 1995 and 1996 and June 30,
1997, respectively:

<TABLE>
<CAPTION>
----------------------------------------
<S> <C> <C> <C>
PREDECESSOR SUCCESSOR
DECEMBER 31, DECEMBER 31, JUNE 30,
IN THOUSANDS 1995 1996 1997
------------ ------------ ------------

<CAPTION>
(UNAUDITED)
<S> <C> <C> <C>
Raw materials........................ $ 789 $ 662 $ 717
Work-in-process...................... 1,224 917 852
Finished goods....................... 1,124 968 1,030
------------ ------------ ------------
Total................................ $ 3,137 $ 2,547 $ 2,599
------------ ------------ ------------
------------ ------------ ------------
</TABLE>

5. PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment at December 31, 1995 and 1996 and June 30, 1997,
respectively, consists of the following:

<TABLE>
<CAPTION>
----------------------------------------
PREDECESSOR SUCCESSOR
DECEMBER 31, DECEMBER 31, JUNE 30,
(IN THOUSANDS) 1995 1996 1997
------------ ------------ ------------
(UNAUDITED)
<S> <C> <C> <C>
Land and land improvements........... $ 380 $ 380 $ 380
Building............................. 2,175 2,082 2,082
Machinery and equipment.............. 8,877 8,175 8,398
Computer equipment................... 671 618 618
Furniture and fixtures............... 93 92 92
------------ ------------ ------------
Total............................ 12,196 11,347 11,570
Accumulated depreciation............. 510 513 984
------------ ------------ ------------
Property, plant and equipment -
net................................. $ 11,686 $ 10,834 $ 10,586
------------ ------------ ------------
------------ ------------ ------------
</TABLE>

F-51
<PAGE>
ST. LOUIS LITHOGRAPHING COMPANY

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
(INFORMATION AS OF AND FOR THE SIX MONTHS ENDED
JUNE 30, 1996 AND 1997 IS UNAUDITED)

6. FINANCING ARRANGEMENTS (SUCCESSOR COMPANY)
The Company entered into several financing arrangements in accordance with the
Acquisition. These arrangements and their respective provisions are as follows:

<TABLE>
<CAPTION>
----------------------------
SUCCESSOR
DECEMBER 31, JUNE 30,
IN THOUSANDS 1996 1997
------------- -------------
(UNAUDITED)
<S> <C> <C>
Term loan at a base rate plus 1/2% (8.75% and 8.9%
at December 31, 1996 and June 30, 1997,
respectively) due May 31, 2001, payable to a bank
in various quarterly installments beginning in
September of 1997................................ $ 9,500 $ 9,500
Term loan at a base rate plus 2% (10.25% and 10.4%
at December 31, 1996 and June 30, 1997,
respectively) due May 31, 1998, payable to a bank
in $250,000 quarterly installments beginning in
September of 1996................................ 1,500 1,000
------ ------
Total......................................... 11,000 10,500
Less current portion of long-term debt............ 1,125 1,187
------ ------
Total............................................. $ 9,875 $ 9,313
------ ------
------ ------
</TABLE>

The base rate for the term loans and the Company's revolving line-of-credit is
based on the three-month LIBOR rate plus 2.75%. The Company has entered into an
interest rate swap agreement with the bank to convert $7,000,000 of the
$9,500,000 term loan to a fixed rate whereby the Company pays 6.88% for the term
loan and receives the three-month LIBOR rate. Accordingly, the Company's
interest rate on the $7,000,000 will be 10.13% through the term of the swap (May
31, 2001).

SUBORDINATED DEBT - A loan payable to a stockholder of the Company is
subordinated to the aforementioned principal borrowings. The total loan
outstanding as of December 31, 1996 is $4,600,000 and is payable in $575,000
quarterly installments beginning August of 2001. The loan carries an interest
rate of 12% and is due May 31, 2003.

LINE-OF-CREDIT - The Company has a revolving line-of-credit available of
$5,000,000. Interest on the outstanding portion of the line-of-credit is stated
at a base rate plus 1/2%, payable monthly. At December 31, 1996, the interest
rate was 8.75%. The borrowing base varies based upon the level of eligible
inventory and accounts receivable. The unused line has a commitment fee of
0.25%, payable monthly. Any amounts outstanding on the line-of-credit are due on
May 31, 2001. At December 31, 1996 and June 30, 1997 the outstanding balance on
this line-of-credit was $2,266,000 and $1,965,000, respectively. The Company is
required to pay an early termination fee of 2% and 1% of the portion of
revolving credit commitment for terminating the line prior to the first and
second anniversary date, respectively.

COLLATERAL - Each of the aforementioned financing arrangements are secured by
the Company's accounts receivable, inventory, property, plant and equipment and
various intangible assets. The Subordinated Loan has second priority to this
collateral.

The Company is required to be in compliance with certain debt covenants
contained in the various debt agreements. Such covenants restrict the Company
from making certain payments, investments and capital expenditures. Furthermore,
they require the Company to maintain certain financial ratios and to maintain
certain levels of financial performance. At December 31, 1996, the Company was
in violation of the "Debt Service

F-52
<PAGE>
ST. LOUIS LITHOGRAPHING COMPANY

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
(INFORMATION AS OF AND FOR THE SIX MONTHS ENDED
JUNE 30, 1996 AND 1997 IS UNAUDITED)

6. FINANCING ARRANGEMENTS (SUCCESSOR COMPANY) (CONTINUED)
Coverage Ratio" and the "Net Worth" provisions of the agreement. The Company has
received a waiver from the bank regarding the violation of the Debt Service
Coverage Ratio. The bank also amended the Net Worth provision to eliminate any
noncompliance.

Future maturities on all debt as of December 31, 1996 are as follows (in
thousands):

<TABLE>
<CAPTION>
---------
<S> <C>
1997............................................................... $ 1,125
1998............................................................... 1,250
1999............................................................... 1,250
2000............................................................... 1,250
2001............................................................... 9,540
Thereafter......................................................... 3,450
---------
Total.............................................................. $ 17,866
---------
---------
</TABLE>

7. INCOME TAXES
The provision for income taxes consists of the following:

<TABLE>
<CAPTION>
-------------------------------
SUCCESSOR
PERIOD FROM
JUNE 1, 1996
THROUGH SIX MONTHS
DECEMBER 31, ENDED
IN THOUSANDS 1996 JUNE 30, 1997
-------------- ---------------
(UNAUDITED)
<S> <C> <C>
Current (refundable):
Federal......................................... $ (48) $ 255
State........................................... (9) 35
----- -----
Total current................................. (57) 290
Deferred.......................................... 67 (35)
----- -----
Total............................................. $ 10 $ 255
----- -----
----- -----
</TABLE>

F-53
<PAGE>
ST. LOUIS LITHOGRAPHING COMPANY

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
(INFORMATION AS OF AND FOR THE SIX MONTHS ENDED
JUNE 30, 1996 AND 1997 IS UNAUDITED)

7. INCOME TAXES (CONTINUED)
Deferred taxes are recorded based upon differences between the financial
statement and tax bases of assets and liabilities. Deferred tax assets and
liabilities are comprised of the following:

<TABLE>
<CAPTION>
----------------------------
SUCCESSOR
DECEMBER 31,
IN THOUSANDS 1996 JUNE 30, 1997
------------- -------------
(UNAUDITED)
<S> <C> <C>
Deferred tax liability - Property, plant and
equipment........................................ $ 3,123 $ 3,069
------------- -------------
------------- -------------
Accounts receivable............................... $ 16 $ 16
Accrued expenses.................................. 161 191
Net operating loss carryforwards.................. 57
Restricted stock awards........................... 9 17
------------- -------------
Deferred tax assets............................... $ 243 $ 224
------------- -------------
------------- -------------
</TABLE>

Differences between income tax expense (benefit) computed using the U.S. Federal
income tax statutory rate of 34% and income tax expense (benefit) recorded by
the Company are attributable to the following:

<TABLE>
<CAPTION>
------------------------------
SUCCESSOR
PERIOD FROM
JUNE 1, 1996
THROUGH SIX MONTHS
DECEMBER 31, ENDED JUNE 30,
IN THOUSANDS 1996 1997
-------------- --------------
(UNAUDITED)
<S> <C> <C>
Income tax expense (benefit) using the U.S.
statutory
rate of 34%...................................... $ (30) $ 177
State income taxes - net.......................... (5) 32
Goodwill.......................................... 43 43
Meals and entertainment........................... 2 3
----- -----
Total............................................. $ 10 $ 255
----- -----
----- -----
</TABLE>

See Note 10 to the financial statements for the predecessor company's income tax
practices and related disclosures.

F-54
<PAGE>
ST. LOUIS LITHOGRAPHING COMPANY

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
(INFORMATION AS OF AND FOR THE SIX MONTHS ENDED
JUNE 30, 1996 AND 1997 IS UNAUDITED)

8. COMMITMENTS AND CONTINGENCIES
The Company leases a portion of its operating facility used primarily for
storage under a noncancelable operating lease from a third party. Future minimum
lease payments required under the above operating lease as of December 31, 1996
are as follows (in thousands):

<TABLE>
<CAPTION>
---------
<S> <C>
1997................................................................. $ 138
1998................................................................. 138
1999................................................................. 124
2000................................................................. 105
2001................................................................. 94
Thereafter........................................................... 216
---------
Total................................................................ $ 815
---------
---------
</TABLE>

Rental expenses totaled $81,000 for the period from June 1, 1996 to December 31,
1996, $57,000 for the period from January 1, 1996 to May 31, 1996, $118,000 in
1995, and $116,000 in 1994 and $56,000 and $59,000 for the six months ended June
30, 1996 and 1997, respectively.

At the time of the acquisition on May 31, 1996, the Company entered into a
Consulting Agreement ("Agreement") with a stockholder affiliated company,
whereby such affiliate will provide to the Company management, financial
consulting and other advisory services as requested by the Company for a period
of eight years. The Company's payment to such affiliate under this Agreement is
$10,000 per month.

Also, the Company is party to Employment Agreements ("Agreements") with certain
key employees. These Agreements are generally for five years with an option to
renew. Total annual compensation expense related to these agreements is
approximately $460,000. These Agreements contain payment provisions to employees
in the event of a "change in control" as defined in the Agreements, if the
obligations of these Agreements are not assumed by the surviving entity.

9. EMPLOYEE BENEFIT PLANS (SUCCESSOR COMPANY)
On May 31, 1996 stockholders approved the Management Incentive Plan for certain
key employees of the Company. This plan authorizes the Company to issue up to
35,245 shares of common stock.

Restricted share awards for 5,263 shares were granted on May 31, 1996 and vest
ratably over a five year period through 2001. The restricted stock awards were
set up as a reduction in equity for the fair market value at the date of grant
and are amortized over the vesting period. In the event of a change in ownership
of the Company, restricted share awards will be fully vested.

The Company has granted incentive stock options to purchase up to 29,982 shares
of common stock. These options allow the purchase of shares for $1 at December
31, 2001 based on achieving certain performance thresholds established by the
Company. These options will expire, if not exercised, after 10 years from the
date of the award. In the event of a change in the ownership of the Company, and
if equivalent options are not provided by the surviving entity, the performance
options terminate and the employees shall have the right to exercise the
Performance Options immediately prior to the change in the ownership.

Statement of Financial Accounting Standards No. 123, ACCOUNTING FOR STOCK BASED
COMPENSATION ("SFAS 123") establishes a fair value method for accounting for
stock-based compensation plans either through recognition or disclosure. The
Company adopted the disclosure option under the statement. Accordingly, the
Company accounts for its Performance Stock Options in accordance with APB
Opinion 25, which requires compensation cost to be

F-55
<PAGE>
ST. LOUIS LITHOGRAPHING COMPANY

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
(INFORMATION AS OF AND FOR THE SIX MONTHS ENDED
JUNE 30, 1996 AND 1997 IS UNAUDITED)

9. EMPLOYEE BENEFIT PLANS (SUCCESSOR COMPANY) (CONTINUED)
recorded for the difference between the market price of the stock and the
exercise price over the related service period of the employee. No accrual for
compensation cost has been made at December 31, 1996, as achievement of the
performance levels specified in the stock option plans are not probable. Based
on the expected level of options vesting under the specified performance goals,
using the Black-Scholes model with the following assumptions: expected life of 5
years; stock volatility, .001%; risk free interest rates, 5.5%; and no dividends
during the expected term, the affect on pro forma net income, under SFAS 123
would not be material.

In June of 1996, the Company established the St. Louis Lithographing Salaried
401(k) Plan (the "Plan"). Salaried employees who have completed one year of
service, attained the age of 21, and completed 1,000 hours of service are
eligible to participate in the Plan. Participants may contribute up to 15% of
their salary. The Company will match employee contributions up to 6% of the
participant's salary. Participants are 100% vested in their contributions upon
acceptance into the Plan. The Company contributed $71,000 to the Plan for the
period from June 1, 1996 to December 31, 1996 and $68,000 for the six months
ended June 30, 1997.

10. INTERCOMPANY ALLOCATIONS (PREDECESSOR COMPANY)

INTERCOMPANY ALLOCATIONS - As discussed in Note 1 to the financial statements,
the Predecessor Company was a wholly-owned subsidiary of Pet stand alone or
through Pillsbury. Certain functions such as income taxes, data processing,
legal services, insurance, payroll and employee benefits were administered by
the Company's Parent and the Company's share of such charges were allocated
through intercompany accounts.

Such allocations were based on the Company's workforce or other applicable
basis. Predecessor Company financial statements are prepared under the
above-mentioned intercompany allocation methodology.

Intercompany charges allocated to the Predecessor Company were as follows:

<TABLE>
<CAPTION>
----------------------------------------
PREDECESSOR
PERIOD FROM
JANUARY 1,
YEARS ENDED DECEMBER 31, 1996 THROUGH
(IN THOUSANDS) 1994 1995 MAY 31, 1996
------------ ------------ ------------
<S> <C> <C> <C>
Payroll and employee benefits........ $ 8,292 $ 7,614 $ 3,151
Income taxes......................... 1,945 1,343 643
Insurance............................ 442 467 209
</TABLE>

INCOME TAXES - Predecessor Company income was included in the consolidated tax
returns of its Parent. Income taxes were allocated to the Predecessor Company
through intercompany charges and no breakout was made between current and
deferred income taxes as deferred income taxes were maintained at the Parent
Company level.

CASH MANAGEMENT - Predecessor Company's cash management was administered by its
Parent. Accordingly, the Company's cash, other than petty cash, was maintained
at its Parent and the related cash transactions were recorded through the
intercompany account.

EMPLOYEE BENEFITS - Prior to the acquisition, employees of the Company
participated in its Parent's employee benefit plans.

F-56
<PAGE>
ST. LOUIS LITHOGRAPHING COMPANY

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
(INFORMATION AS OF AND FOR THE SIX MONTHS ENDED
JUNE 30, 1996 AND 1997 IS UNAUDITED)

10. INTERCOMPANY ALLOCATIONS (PREDECESSOR COMPANY) (CONTINUED)

INTERCOMPANY BALANCES - Prior to May 31, 1996 the Company provided certain
stamping services to an affiliated company. Sales to this affiliate were as
follows:

<TABLE>
<CAPTION>
----------------------------------------
PREDECESSOR
PERIOD FROM
JANUARY 1,
(YEARS ENDED DECEMBER 31,) 1996 THROUGH
(IN THOUSANDS) 1994 1995 MAY 31, 1996
------------ ------------ ------------
<S> <C> <C> <C>
Sales................................ $ 3,140 $ 1,904 $ 677
</TABLE>

11. MAJOR CUSTOMER

A substantial portion of the Company's sales are concentrated in a relatively
few number of customers in the distilled spirits and wine industry. Sales to one
customer represented 14% for the period from June 1, 1996 to December 31, 1996,
18% for the period from January 1, 1996 to May 31, 1996, 12% in 1995, 9% in 1994
and 11.4% and 10.9% for the six months ended June 30, 1996 and 1997 of total
sales, respectively.

12. SUBSEQUENT EVENTS

On July 17, 1997, the Company executed a merger agreement to be acquired by
FirstPak, Inc. ("FirstPak"). If the merger is consummated, it will close
concurrently with the proposed offering of FirstPak Common Stock. Certain
FirstPak stockholders are affiliated with Company stockholders and certain
FirstPak stockholders are members of the Company's Board of Directors.

F-57
<PAGE>
INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Shareholders of
CalOptical Holding Corporation and Subsidiary:

We have audited the accompanying consolidated balance sheets of CalOptical
Holding Corporation and subsidiary (the "Company") as of December 31, 1995 and
1996, and the related consolidated statements of operations, shareholders'
equity and cash flows for each of the three years in the period ended December
31, 1996. These consolidated financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.

In our opinion, such consolidated financial statements present fairly, in all
material respects, the financial position of the Company as of December 31, 1995
and 1996, and the results of its operations and its cash flows for each of the
three years in the period ended December 31, 1996, in conformity with generally
accepted accounting principles.

DELOITTE & TOUCHE LLP
Oakland, California

August 1, 1997

F-58
<PAGE>
CALOPTICAL HOLDING CORPORATION AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
---------------------------------
JUNE 30,
DECEMBER 31, 1997
(IN THOUSANDS, EXCEPT SHARE DATA) 1995 1996 -----------
--------- ---------
(UNAUDITED)
<S> <C> <C> <C>
ASSETS
Current assets:
Cash............................................ $ 151 $ 1 $ 1
Accounts receivable (net of allowance for
doubtful accounts of $65, $44, and $62,
respectively).................................. 1,385 1,775 2,163
Inventory....................................... 2,328 2,257 2,181
Prepaid expenses and other...................... 140 118 151
--------- --------- -----------
Total current assets.............................. 4,004 4,151 4,496
--------- --------- -----------
Property and equipment -- net..................... 846 894 832
--------- --------- -----------
Other assets:
Intangibles - net............................... 1,325 924 806
Deferred income taxes........................... 63 254 427
Other........................................... 3 3 110
--------- --------- -----------
Total other assets................................ 1,391 1,181 1,343
--------- --------- -----------
Total assets...................................... $ 6,241 $ 6,226 $ 6,671
--------- --------- -----------
--------- --------- -----------

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable................................ $ 382 $ 630 $ 873
Accrued expenses................................ 400 537 624
Short-term debt................................. 1,023 552 193
Income taxes payable............................ 133 42 222
Current portion of long-term debt:
Related party................................. 569 362 184
Other......................................... 17 278 331
--------- --------- -----------
Total current liabilities......................... 2,524 2,401 2,427
--------- --------- -----------
Long-term debt:
Related party................................... 1,971 1,000 1,000
Other........................................... 69 546 289
--------- --------- -----------
Total long-term debt.............................. 2,040 1,546 1,289
--------- --------- -----------
Accrued interest and other........................ 161 209 232
--------- --------- -----------
Total liabilities................................. 4,725 4,156 3,948
--------- --------- -----------
Warrants with put option.......................... 1,299 1,885 2,240
--------- --------- -----------
Commitments and contingencies (Note 12)
Shareholders' equity:
Capital stock:
Preferred - $0.05 per share par value;
authorized 20,000; none outstanding
Common - $0.01 per share par value; authorized
100,000; 42,500 shares issued and
outstanding.................................. 1 1 1
Additional paid-in capital...................... 348 184 482
Accumulated deficit............................. (132) - -
--------- --------- -----------
Total shareholders' equity........................ 217 185 483
--------- --------- -----------
Total liabilities and shareholders' equity........ $ 6,241 $ 6,226 $ 6,671
--------- --------- -----------
--------- --------- -----------
</TABLE>

See notes to consolidated financial statements.

F-59
<PAGE>
CALOPTICAL HOLDING CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
-----------------------------------------------------
SIX MONTHS ENDED
YEARS ENDED DECEMBER 31, JUNE
1994 1995 1996 1996 1997
--------- --------- --------- --------- ---------
(IN THOUSANDS) (UNAUDITED)
<S> <C> <C> <C> <C> <C>
Sales.......................................... $ 11,248 $ 13,775 $ 15,664 $ 7,427 $ 8,982
Cost of sales.................................. 6,987 8,828 9,953 4,739 5,694
--------- --------- --------- --------- ---------
Gross profit................................... 4,261 4,947 5,711 2,688 3,288
Operating expenses:
Selling, general and administrative
expenses.................................... 3,288 3,809 4,335 2,114 2,257
Amortization of goodwill..................... 101 101 101 51 51
Stock based compensation..................... 182 256 314 137 413
--------- --------- --------- --------- ---------
Total operating expenses....................... 3,571 4,166 4,750 2,302 2,721
--------- --------- --------- --------- ---------
Operating income............................... 690 781 961 386 567
Interest expense............................... 462 457 432 237 137
--------- --------- --------- --------- ---------
Income before income taxes and extraordinary
item.......................................... 228 324 529 149 430
Provision for income taxes..................... 72 158 231 78 190
--------- --------- --------- --------- ---------
Income before extraordinary item............... 156 166 298 71 240
Extraordinary item - Loss on early
extinguishment of debt (net of income tax
benefit of $38)............................... - - 58 - -
--------- --------- --------- --------- ---------
Net income..................................... $ 156 $ 166 $ 240 $ 71 $ 240
--------- --------- --------- --------- ---------
--------- --------- --------- --------- ---------
</TABLE>

See notes to consolidated financial statements.

F-60
<PAGE>
CALOPTICAL HOLDING CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

<TABLE>
<CAPTION>
-------------------------------------------------------------------
ADDITIONAL TOTAL
COMMON STOCK PAID-IN ACCUMULATED SHAREHOLDERS'
SHARES AMOUNT CAPITAL DEFICIT EQUITY
--------- ----------- ----------- -------------- --------------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Balance, January 1, 1994................. 42,500 $ 1 $ 612 $ (454) $ 159
Net income............................... - - - 156 156
Stock based compensation................. - - 182 - 182
Warrant accretion........................ - - (217) - (217)
--------- ----- ----- ----- -----
Balance, December 31, 1994............... 42,500 1 577 (298) 280
Net income............................... - - - 166 166
Stock based compensation................. - - 256 - 256
Warrant accretion........................ - - (485) - (485)
--------- ----- ----- ----- -----
Balance, December 31, 1995............... 42,500 1 348 (132) 217
Net income............................... - - - 240 240
Stock based compensation................. - - 314 - 314
Warrant accretion........................ - - (478) (108) (586)
--------- ----- ----- ----- -----
Balance, December 31, 1996............... 42,500 1 184 - 185
Net income (Unaudited)................... - - - 240 240
Stock based compensation (Unaudited)..... - - 413 - 413
Warrant accretion (Unaudited)............ - - (115) (240) (355)
--------- ----- ----- ----- -----
Balance, June 30, 1997 (Unaudited)....... 42,500 $ 1 $ 482 $ - $ 483
--------- ----- ----- ----- -----
--------- ----- ----- ----- -----
</TABLE>

See notes to consolidated financial statements.

F-61
<PAGE>
CALOPTICAL HOLDING CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
-----------------------------------------------------
SIX MONTHS ENDED
YEAR ENDED DECEMBER 31, JUNE 30,
1994 1995 1996 1996 1997
--------- --------- --------- --------- ---------
(IN THOUSANDS) (UNAUDITED)
<S> <C> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income............................................. $ 156 $ 166 $ 240 $ 71 $ 240
Adjustments to reconcile net income to net cash
provided by operating activities:
Loss on early extinguishment of debt................. - - 96 - -
Depreciation and amortization........................ 632 669 625 360 378
Deferred income taxes................................ (67) (51) (155) (88) (176)
Provision for doubtful accounts...................... 18 28 (22) (31) 18
Stock based compensation............................. 182 256 314 137 413
Changes in operating assets and liabilities:
Accounts receivable................................ (441) 73 (369) (565) (406)
Inventory.......................................... (200) (878) 71 170 76
Other current assets............................... 185 40 (15) (44) (29)
Accounts payable................................... 113 48 250 350 243
Accrued expenses................................... 103 79 184 29 110
Income taxes payable............................... 136 (3) (91) 94 180
--------- --------- --------- --------- ---------
Net cash provided by operating activities.............. 817 427 1,128 483 1,047
--------- --------- --------- --------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment.................... (114) (305) (258) (129) (63)
Other.................................................. - - - - (187)
--------- --------- --------- --------- ---------
Net cash used in investing activities.................. (114) (305) (258) (129) (250)
--------- --------- --------- --------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on long-term debt............................. (493) (618) (1,422) (346) (594)
Long-term borrowings................................... - 86 872 - 157
Short-term borrowings (repayments) - net............... (185) 535 (470) (158) (360)
--------- --------- --------- --------- ---------
Net cash provided by (used in) financing activities.... (678) 3 (1,020) (504) (797)
--------- --------- --------- --------- ---------
Net increase (decrease) in cash........................ 25 125 (150) (150) -
Cash beginning of period............................... 1 26 151 151 1
--------- --------- --------- --------- ---------
Cash end of period..................................... $ 26 $ 151 $ 1 $ 1 $ 1
--------- --------- --------- --------- ---------
--------- --------- --------- --------- ---------
Additional cash flow information:
Income taxes paid (refunds received)................... $ (153) $ 163 $ 467 $ 102 $ 185
--------- --------- --------- --------- ---------
--------- --------- --------- --------- ---------
Interest paid.......................................... $ 342 $ 305 $ 351 $ 169 $ 130
--------- --------- --------- --------- ---------
--------- --------- --------- --------- ---------
</TABLE>

See notes to consolidated financial statements.

F-62
<PAGE>
CALOPTICAL HOLDING CORPORATION AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(INFORMATION AS OF AND FOR THE SIX MONTHS ENDED
JUNE 30, 1997 IS UNAUDITED)

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
CalOptical Holding Corporation ("CalOptical") was incorporated in Delaware on
July 27, 1992. CalOptical, which is owned 88% by MBR Investment Associates L.P.
(without giving effect to the exercise of outstanding warrants or options), had
no operations prior to its acquisition of California Optical Leather, Inc.
("COL") on October 30, 1992 (see Note 2, "Acquisition and Related Financing").
COL is a manufacturer and distributor of eyeglass cases, to customers
principally in the optical industry and also to customers in the retail
industry.

PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include the accounts of CalOptical and its
wholly owned subsidiary, COL (together the "Company"). Intercompany balances and
transactions are eliminated in consolidation.

INVENTORIES are stated at the lower of cost (first-in, first-out basis) or
market. Costs include raw materials, direct labor and materials and indirect
factory overhead. In addition, portions of general and administrative costs are
included in the cost of inventories.

PLANT AND EQUIPMENT are stated at cost. Depreciation is calculated using the
straight-line method over the estimated useful lives of the assets which range
from 3 to 10 years.

REVENUE RECOGNITION

Sales are recorded at the date of shipment.

INCOME TAXES

The Company uses the liability method to account for income taxes as required by
Statement of Financial Accounting Standards No. 109. Deferred income taxes are
determined based upon enacted tax laws and rates applied to the differences
between the financial statement and tax bases of assets and liabilities.

AMORTIZATION OF INTANGIBLES

The Company amortizes goodwill on a straight-line basis over twenty years. The
Company amortizes the Non-Competition Agreement using the effective interest
method over the five-year life of the agreement.

LONG-LIVED ASSETS

In 1996, the Company adopted Statement of Financial Accounting Standards No.
121, ACCOUNTING FOR IMPAIRMENT OF LONG-LIVED ASSETS AND FOR LONG-LIVED ASSETS TO
BE DISPOSED OF. There was no impact on the consolidated financial statements as
a result of adopting this new accounting standard.

STOCK-BASED COMPENSATION

In 1996, the Company adopted Statement of Financial Accounting Standards No.
123, ACCOUNTING FOR STOCK-BASED COMPENSATION ("SFAS 123"). SFAS 123 encourages,
but does not require, companies to record compensation cost for stock-based
employee compensation plans at fair value. The Company has chosen to continue to
account for stock-based compensation using the intrinsic value method prescribed
in Accounting Principles Board Opinion No. 25, ACCOUNTING FOR STOCK ISSUED TO
EMPLOYEES, and related Interpretations. Accordingly, compensation cost for stock
options is measured as the excess, if any, of the estimated fair value of the
Company's stock at the measurement date over the amount an employee must pay to
acquire the stock. All of the Company's stock options were granted in 1992 and,
therefore, the Company is not subject to the pro forma disclosure provisions of
SFAS 123.

F-63
<PAGE>
CALOPTICAL HOLDING CORPORATION AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(INFORMATION AS OF AND FOR THE SIX MONTHS ENDED
JUNE 30, 1997 IS UNAUDITED)

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying amounts of cash, accounts receivable, accounts payable, accrued
expenses and short-term debt are reflected in the financial statements at
approximate fair value due to the short-term nature of those instruments. The
carrying amount of the long-term debt approximates fair value at December 31,
1995 and 1996 based on interest rates available to the Company and debt
instruments with similar terms, except for the 14% note ($1,000,000) to previous
shareholders (the "Sellers"). The estimated fair value of the 14% note to the
Sellers at December 31, 1995 and 1996 is $929,000 and $947,000, respectively.

USE OF ESTIMATES

Management of the Company has made a number of estimates and assumptions
relating to the reporting of assets, liabilities, revenues, and expenses and the
disclosure of contingent assets and liabilities to prepare these financial
statements in conformity with generally accepted accounting principles. The
carrying value of warrants with put option and the stock option compensation
represent significant estimates. Actual results could differ from these
estimates.

INTERIM FINANCIAL STATEMENTS

The financial statements as of and for the six months ended June 30, 1996 and
1997 are unaudited. These financial statements, in the opinion of management of
the Company, include all adjustments (consisting only of normal recurring
adjustments) necessary for a fair presentation of the results for those interim
periods. The results of operations for the six months ended June 30, 1996 and
1997 are not necessarily indicative of the results to be expected for the full
year.

NEW ACCOUNTING PRONOUNCEMENTS

In June 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 130, REPORTING COMPREHENSIVE INCOME, which
requires that an enterprise report, by major components and as a single total,
the change in its net assets during the period from nonowner sources; and
Statement of Financial Accounting Standards No. 131, DISCLOSURES ABOUT SEGMENTS
OF AN ENTERPRISE AND RELATED INFORMATION, which establishes annual and interim
reporting standards for an enterprise's operating segments and related
disclosures about its products, services, geographic areas, and major customers.
Adoption of these statements will not impact the Company's consolidated
financial position, results of operations or cash flows, and any effect will be
limited to the form and content of its disclosures. Both statements are
effective for fiscal years beginning after December 15, 1997, with earlier
application permitted.

2. ACQUISITION AND RELATED FINANCING
On October 30, 1992, the Company purchased all of the outstanding shares of COL
from the Sellers for $3,250,000 and incurred acquisition costs totaling
$307,000.

The acquisition was accounted for using the purchase method; accordingly, COL's
assets and liabilities were recorded at their estimated fair values at the date
of acquisition. The excess of purchase price over the fair value of net assets
acquired ("goodwill") is being amortized on a straight-line basis over twenty
years.

The Company obtained a total of $3,550,000 ($2,500,000 in subordinated notes,
$200,000 in notes payable and $850,000 in equity) to finance the acquisition. As
part of the acquisition of COL, the Company entered into a Non-Competition
Agreement with the Sellers that provides for an aggregate of $1,500,000 to be
paid to the Sellers in quarterly payments of $94,000 from January 31, 1994
through October 1997. This agreement is

F-64
<PAGE>
CALOPTICAL HOLDING CORPORATION AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(INFORMATION AS OF AND FOR THE SIX MONTHS ENDED
JUNE 30, 1997 IS UNAUDITED)

2. ACQUISITION AND RELATED FINANCING (CONTINUED)
subordinate to all other notes payable. The present value of the payments
($1,174,000) was recorded as an intangible asset and long-term debt. The
discount is amortized to interest expense over five years using an 8% imputed
interest rate.

A dispute between CalOptical Holding Corporation and the Sellers of COL as to
the value of accounts receivable acquired was finalized during the year ended
December 31, 1995. The Sellers had indemnified the buyer for amounts owed by a
particular customer that were outstanding 30 days or more at October 30, 1992.
These amounts were converted to a promissory note from the customer which was
subsequently defaulted during the year ended December 31, 1994. The Company had
offset the amount of $161,000 against the liability established in connection
with the Non-Competition Agreement included in Long-Term Debt. The Sellers
disputed the provisions of the indemnification agreement. The matter went before
independent arbitrators. The arbitration was resolved in the Sellers' favor, and
they were awarded the $161,000, plus accrued interest, as well as recovery of
their attorney's fees. The award, legal fees and interest of $275,000 was
included in selling, general and administrative expenses during the year ended
December 31, 1995.

3. CREDIT ARRANGEMENT
The Company has a $2,500,000 line of credit facility from a bank. Up to $600,000
of the credit facility may be used for letters of credit. At December 31, 1996,
$552,000 was outstanding and is included in short-term debt. The amount
available under the line is dependent upon levels of accounts receivable and
inventory. At December 31, 1996, $943,000 was available for additional
borrowings under the line. Interest on debt outstanding under this credit
facility is computed at 0.5% over the bank's base rate. At December 31, 1996,
the borrowing rate was 8.75%. The line is secured by accounts receivable,
inventory, plant and equipment. The credit agreement contains restrictive
covenants requiring maintenance of certain financial ratios and certain levels
of tangible net worth and profitability. At December 31, 1996, the Company was
in compliance with these covenants. The Company has outstanding letters of
credit of approximately $451,000 at December 31, 1996 for the purchase of
inventory.

4. INVENTORY
Inventory consists of the following:

<TABLE>
<CAPTION>
-------------------------------------
JUNE 30,
DECEMBER 31, 1997
IN THOUSANDS 1995 1996 -----------
----------- -----------
(UNAUDITED)
<S> <C> <C> <C>
Raw materials....................... $ 620 $ 742 $ 890
Work in process..................... 76 92 24
Finished goods...................... 1,632 1,423 1,267
----------- ----------- -----------
Total............................... $2,328 $2,257 $2,181
----------- ----------- -----------
----------- ----------- -----------
</TABLE>

F-65
<PAGE>
CALOPTICAL HOLDING CORPORATION AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(INFORMATION AS OF AND FOR THE SIX MONTHS ENDED
JUNE 30, 1997 IS UNAUDITED)

5. PROPERTY AND EQUIPMENT
Property and equipment consists of the following:

<TABLE>
<CAPTION>
-------------------------------------
JUNE 30,
DECEMBER 31, 1997
IN THOUSANDS 1995 1996 -----------
----------- -----------
(UNAUDITED)
<S> <C> <C> <C>
Machinery........................... $ 717 $ 822 $ 860
Furniture fixtures and equipment.... 317 459 484
Leasehold improvements.............. 219 230 230
----------- ----------- -----------
Total............................... 1,253 1,511 1,574
Less accumulated depreciation and
amortization....................... (407) (617) (742)
----------- ----------- -----------
Property and equipment - net........ $ 846 $ 894 $ 832
----------- ----------- -----------
----------- ----------- -----------
</TABLE>

6. INTANGIBLES
Intangibles consist of the following:

<TABLE>
<CAPTION>
-------------------------------------
DECEMBER 31, JUNE 30,
IN THOUSANDS 1995 1996 1997
----------- ----------- -----------
<S> <C> <C> <C>
(UNAUDITED)
Noncompetition agreement............ $ 1,174 $ 1,174 $ 1,174
Goodwill............................ 1,162 1,162 1,162
Other............................... 178 3 83
----------- ----------- -----------
Total............................... 2,514 2,339 2,419
Accumulated amortization............ (1,189) (1,415) (1,613)
----------- ----------- -----------
Intangibles - net................... $ 1,325 $ 924 $ 806
----------- ----------- -----------
----------- ----------- -----------
</TABLE>

F-66
<PAGE>
CALOPTICAL HOLDING CORPORATION AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(INFORMATION AS OF AND FOR THE SIX MONTHS ENDED
JUNE 30, 1997 IS UNAUDITED)

7. LONG-TERM DEBT
Long-term debt consists of the following:

<TABLE>
<CAPTION>
-------------------------------------
DECEMBER 31, JUNE 30,
IN THOUSANDS 1995 1996 1997
----------- ----------- -----------
<S> <C> <C> <C>
(UNAUDITED)
Related parties:
14% note to shareholder, subordinate to line of
credit, quarterly principal payments of $40,000
beginning January 1, 1994, quarterly payments of
$75,000 beginning January 1, 1996, repaid in
September 1996................................... $ 955
Less unamortized original issue discount.......... (111)
14% note to Sellers, subordinate to line of credit
and notes to shareholder, interest only payments
at 10% due monthly, interest at 4% accrued and
payable in 1999, principal due in two equal
payments in 1998 and 1999........................ 1,000 $1,000 $1,000
Noninterest-bearing liability established in
connection with Non-Competition Agreement
quarterly payments of $94,000 from January 31,
1994 to October 31, 1997......................... 750 375 187
Less unamortized discount (based on imputed
interest rate of 8%)............................. (54) (13) (3)
Other:
9.75% equipment notes, due January 2000........... 86 94 86
9.75% bank note, quarterly principal payments of
$61 beginning January 1997 through October
1999............................................. - 730 534
----------- ----------- -----------
Total long-term debt................................ 2,626 2,186 1,804
Less current portion................................ 586 640 515
----------- ----------- -----------
Long-term portion................................... $2,040 $1,546 $1,289
----------- ----------- -----------
----------- ----------- -----------
</TABLE>

The 14% subordinated note to a shareholder was carried net of a $300,000
original issue discount which was amortized by the interest method over the life
of the note. Under the terms of the note indenture, warrants to purchase common
stock were issued (see Note 13). Interest paid on the subordinated notes payable
to the shareholder was $195,000, $145,000 and $86,000 during the years ended
December 31, 1994, 1995 and 1996, and $61,000 and zero for the six months ended
June 30, 1996 and 1997.

In September 1996, the Company repaid the 14% subordinated note to the
shareholder that was originally due through October 1997. This resulted in the
write-off of the remaining original issue discount of $70,000 plus debt issuance
costs of $26,000. The total write-off of $96,000 less the income tax benefit of
$38,000 for a net of $58,000 is shown as an extraordinary item in the statement
of operations for the year ended December 31, 1996. The repayment was financed
with a 9.75% bank note due through October 1999.

F-67
<PAGE>
CALOPTICAL HOLDING CORPORATION AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(INFORMATION AS OF AND FOR THE SIX MONTHS ENDED
JUNE 30, 1997 IS UNAUDITED)

7. LONG-TERM DEBT (CONTINUED)
The scheduled principal payments on long-term debt are as follows (in
thousands):

<TABLE>
<S> <C>
Years ending December 31:
---------
1997.............................................................. $ 640
1998.............................................................. 777
1999.............................................................. 769
---------
Total............................................................... $ 2,186
---------
---------
</TABLE>

The bank note and the subordinated note to the Sellers contain certain
restrictive covenants including limitations on payment of dividends, borrowing
and investments, and require maintaining minimum tangible net worth and
financial ratios.

The subordinated note payable to the Sellers is secured by the shares of the
Company.

8. EMPLOYEE BENEFIT PLAN

All employees are eligible to participate in the Company's 401(k) savings plan
after obtaining a certain age and level of service. The Company matches 50% of
employee contributions up to 6% (25% of employee contributions up to 6% prior to
July 1, 1996). Company contributions to the 401(k) savings plan were zero,
$26,000 and $41,000 for the years ended December 31, 1994, 1995 and 1996, and
$13,000 and $30,000 for the six months ended June 30, 1996 and 1997.

9. INCOME TAXES

The provision for taxes on income before extraordinary item consists of the
following:

<TABLE>
<CAPTION>
-------------------------------------------------------------------------
YEAR ENDED DECEMBER 31, SIX MONTHS ENDED JUNE 30,
(IN THOUSANDS) 1994 1995 1996 1996 1997
------------- ------------- ------------- ------------- -------------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Current:
Federal................... $ 131 $ 181 $ 247 $ 141 $ 305
State..................... 31 32 40 25 54
------ ------ ------ ------ ------
Total current........... 162 213 287 166 359
------ ------ ------ ------ ------
Deferred:
Federal................... (77) (47) (48) (75) (144)
State..................... (13) (8) (8) (13) (25)
------ ------ ------ ------ ------
Total deferred.......... (90) (55) (56) (88) (169)
------ ------ ------ ------ ------
Total provision for income
taxes...................... $ 72 $ 158 $ 231 $ 78 $ 190
------ ------ ------ ------ ------
------ ------ ------ ------ ------
</TABLE>

F-68
<PAGE>
CALOPTICAL HOLDING CORPORATION AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(INFORMATION AS OF AND FOR THE SIX MONTHS ENDED
JUNE 30, 1997 IS UNAUDITED)

9. INCOME TAXES (CONTINUED)
Components of the deferred income tax assets (liabilities) are as follows:

<TABLE>
<CAPTION>
-------------------------------------------------
DECEMBER 31, JUNE 30,
(IN THOUSANDS) 1995 1996 1997
--------------- --------------- ---------------
(UNAUDITED)
<S> <C> <C> <C>
Difference between book and tax basis of inventory.... $ 21 $ 19 $ 18
Accrued vacation...................................... 33 34 37
Allowance for doubtful accounts....................... 26 18 25
Other assets.......................................... (60) (43) (48)
Difference between book and tax basis of property and
equipment............................................ (99) (87) (80)
Difference between book and tax basis of
intangibles.......................................... (1) (1) (1)
Stock option compensation............................. 199 325 490
Deferred lease credits................................ 13 17 17
--- --- ---
Total................................................. $ 131 $ 282 $ 458
--- --- ---
--- --- ---
</TABLE>

A reconciliation of the federal statutory income tax rate with the Company's
effective income tax rate is as follows:

<TABLE>
<CAPTION>
---------------------------------------------------------------
SIX MONTHS ENDED
YEAR ENDED DECEMBER 31, JUNE 30,
1994 1995 1996 1996 1997
----------- ----------- ----------- ----------- -----------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Federal statutory rate........................ 34% 34% 34% 34% 34%
State income taxes, net of federal benefit.... 6 6 6 6 6
Nondeductible expenses (primarily amortization
of goodwill)................................. 14 8 4 12 4
Utilization of net operating losses........... (22) - - - -
-- -- --
----- -----------
Effective tax rate............................ 32% 48% 41% 52% 44%
-- -- --
-- -- --
----- -----------
----- -----------
</TABLE>

10. OTHER RELATED PARTY TRANSACTIONS

Included in general and administrative expenses are consulting fees of $120,000
for each of the years ended December 31, 1994, 1995 and 1996, $60,000 for each
of the six months ended June 30, 1996 and 1997 charged by an affiliate of one of
the shareholders.

11. SALES TO MAJOR CUSTOMERS

A major customer is defined as a customer that exceeds 10% of net sales. Sales
to one major customer were $3,765,000 for the year ended December 31, 1994.
Sales to two major customers were $4,249,000 and $2,367,000 for the year ended
December 31, 1995; $4,151,000 and $1,859,000 for the year ended December 31,
1996; $2,142,000 and $939,000 for the six months ended June 30, 1996; $1,753,000
and $1,083,000 for the six months ended June 30, 1997.

12. LEASE COMMITMENTS

The Company has a ten-year building lease, which includes escalation clauses,
with the Sellers, under which the Company paid rent of $151,000, $153,000 and
$157,000 for the years ended December 31, 1994, 1995 and 1996, and $78,000 and
$81,000 for the six months ended June 30, 1996 and 1997.

F-69
<PAGE>
CALOPTICAL HOLDING CORPORATION AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(INFORMATION AS OF AND FOR THE SIX MONTHS ENDED
JUNE 30, 1997 IS UNAUDITED)

12. LEASE COMMITMENTS (CONTINUED)

In addition to the lease described above, the Company leases administrative,
manufacturing and warehouse space used in operations under various operating
leases. The leases have initial five and ten year terms with no optional renewal
periods and certain escalation clauses. Rental expense for all leases was
$236,000, $250,000 and $270,000 for the years ended December 31, 1994, 1995 and
1996, $134,000 for the six months ended and $138,000 for the six months ended
June 30, 1996 and 1997.

Future minimum lease payments for all operating leases as of December 31, 1996
are as follows (in thousands):

<TABLE>
<S> <C>
Years ending December 31:
---------
1997.............................................................. $ 278
1998.............................................................. 282
1999.............................................................. 263
2000.............................................................. 265
2001.............................................................. 269
Thereafter........................................................ 285
---------
Total............................................................... $ 1,642
---------
---------
</TABLE>

13. SHAREHOLDERS' EQUITY

DETACHABLE STOCK WARRANTS WITH PUT OPTION

The Company's 14% note payable to a shareholder (the "shareholder note") also
provides for Class A and Class B detachable warrants exercisable at $20 per
share and $0.01 per share, respectively, to purchase shares of the Company which
would represent 13% and 10%, respectively, of the total outstanding shares of
the Company after such warrants are exercised (collectively referred to as the
"warrants"). The warrants are exercisable immediately and contain anti-dilution
provisions. The warrant holder has the right to require the Company to purchase
all or any portion of such warrants and any common stock of the Company acquired
upon exercise of such warrants and owned by the holder ("put option"). The
purchase price to be paid upon exercise of the put option is based upon the
value of the tendered securities, determined as the pro rata portion of the
greater of the fair market value of the Company or 4.6 multiplied by the
Company's average annual earnings before depreciation, income taxes and
amortization for the two most recent fiscal years (the "Formula"). The carrying
value of the warrants has been determined using the Formula. The actual purchase
price paid upon exercise of the put option could be based on the fair market
value of the Company at the time, which may be higher than the amount derived by
the Formula. The put option is exercisable for five years following repayment of
the shareholder note or a Liquidation Event (as defined). Such warrants owned by
the holder may be purchased by the Company at the Company's option ("call
option"). The call option is exercisable for four years following one year after
the repayment of the shareholder note. The consideration payable upon the
exercise of the call option is based upon the greater of $250,000 or the
consideration payable upon exercise of the put option multiplied by 105%, 110%
or 115%, depending upon the date on which the call option is exercised.

A portion of the proceeds from the shareholder note representing the $300,000
estimated fair value of the warrants was recognized as temporary equity with a
corresponding decrease (original issue discount) in the
recorded value of the note. Such original issue discount was amortized over the
life of the debt agreement. The Company is accreting the warrant value to the
estimated contingent liability under the put option with a corresponding charge
to permanent equity. Total warrant value accretion was $217,000, $485,000 and
$586,000 for the years ended December 31, 1994, 1995 and 1996, $379,000 and
$355,000 for the six months ended June 30, 1996 and 1997.

F-70
<PAGE>
CALOPTICAL HOLDING CORPORATION AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(INFORMATION AS OF AND FOR THE SIX MONTHS ENDED
JUNE 30, 1997 IS UNAUDITED)

13. SHAREHOLDERS' EQUITY (CONTINUED)
STOCK OPTIONS

The President of the Company was granted options, in 1992, to purchase 14,167
shares of common stock at a price of $1 per share and 5,667 shares of common
stock at a price of $20 per share contingent upon the Company obtaining
specified profitability levels in the future. There were 2,125 stock options
exercisable at December 31, 1994, 7,084 stock options exercisable at December
31, 1995, 10,626 stock options exercisable at December 31, 1996, and 14,167
stock options exercisable at June 30, 1997 at a price of $1 per share. There
were no stock options exercisable at December 31, 1996 and 2,240 stock options
exercisable at a price of $20 per share at June 30, 1997. As of June 30, 1997,
no options have been exercised.

14. SUBSEQUENT EVENTS

On July 17, 1997, the Company executed a merger agreement to be acquired by
FirstPak, Inc. ("FirstPak"). If the merger is consummated, it will close
concurrently with the proposed offering of FirstPak Common Stock. Certain
FirstPak stockholders are affiliated with Company shareholders and certain
FirstPak stockholders are members of the Company's Board of Directors.

F-71
<PAGE>
INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders of
Blake Printing and Publishing, Inc.:

We have audited the accompanying balance sheets of Blake Printing and
Publishing, Inc. (the "Company") as of December 31, 1995 and December 29, 1996,
and the related consolidated statements of income, changes in stockholders'
equity and cash flows for each of the three years in the period ended December
29, 1996. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion the financial statements referred to above present fairly, in all
material respects, the financial position of Blake Printing and Publishing, Inc.
at December 31, 1995 and December 29, 1996, and the results of its operations
and its cash flows for each of the three years in the period ended December 29,
1996, in conformity with generally accepted accounting principles.

DELOITTE & TOUCHE LLP
San Jose, California
March 31, 1997 (July 17, 1997 as to Note 16)

F-72
<PAGE>
BLAKE PRINTING AND PUBLISHING, INC.
BALANCE SHEETS

<TABLE>
<CAPTION>
-------------------------------------------
(UNAUDITED)
DECEMBER 31, DECEMBER 29, JUNE 29,
1995 1996 1997
------------- ------------- -------------
<S> <C> <C> <C>
(In thousands, except share data)
ASSETS
Current assets:
Cash................................................ $ 9 $ 44 $ 109
Trade accounts receivable, net of allowance for
doubtful accounts of $20........................... 1,503 1,017 1,794
Inventories......................................... 553 601 677
Prepaid expenses, deposits and other................ 167 134 435
Deferred tax asset.................................. 41
------ ------ ------
Total current assets.................................. 2,273 1,796 3,015
------ ------ ------
Property and equipment - net.......................... 3,064 4,565 4,121
------ ------ ------
Other assets:
Prepublication costs - net.......................... 50 31 23
Other assets........................................ 59 66 63
------ ------ ------
Total other assets.................................... 109 97 86
------ ------ ------
Total assets.......................................... $ 5,446 $ 6,458 $ 7,222
------ ------ ------
------ ------ ------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable.................................... $ 495 $ 322 $ 653
Accrued and other liabilities....................... 306 295 346
Income taxes payable................................ 1 107 73
Bank line of credit................................. 806 621
Deferred income taxes............................... 12 42
Current portion of long term liabilities............ 807 824 850
------ ------ ------
Total current liabilities............................. 2,415 2,181 1,964
Long-term liabilities:
Bank line of credit................................. - - 1,083
Notes payable....................................... 1,232 2,205 1,798
Capital leases obligations.......................... 134 68 54
Deferred income taxes............................... 160 140 140
------ ------ ------
Total liabilities..................................... 3,941 4,594 5,039
------ ------ ------
Commitments and contingencies (Notes 8, 9, and 15)
Stockholders' equity:
Common stock, $100 par value, 250 shares authorized,
160 shares issued and outstanding.................. 20 16 16
Additional paid-in capital.......................... 311 411 411
Retained earnings................................... 1,174 1,437 1,756
------ ------ ------
Total stockholders' equity............................ 1,505 1,864 2,183
------ ------ ------
Total liabilities and stockholders' equity............ $ 5,446 $ 6,458 $ 7,222
------ ------ ------
------ ------ ------
</TABLE>

See notes to financial statements.

F-73
<PAGE>
BLAKE PRINTING AND PUBLISHING, INC.
STATEMENTS OF INCOME

<TABLE>
<CAPTION>
---------------------------------------------------------------
YEARS ENDED SIX MONTHS ENDED
JANUARY 1, DECEMBER 31, DECEMBER 29, JUNE 30, JUNE 29,
1995 1995 1996 1996 1997
----------- ------------ ------------ ---------- ----------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Sales................................. $ 10,663 $ 11,139 $ 12,362 6,586 6,894
Cost of sales......................... 7,063 6,919 7,523 3,659 4,202
----------- ------------ ------------ ---------- ----------
Gross profit.......................... 3,600 4,220 4,839 2,927 2,692
Operating expenses:
Selling, general, and administrative
expenses........................... 3,310 3,660 3,801 1,955 2,010
Amortization of goodwill............ 1 1 1 - 2
Stock based compensation............ - - 100 - -
----------- ------------ ------------ ---------- ----------
Total operating expenses.............. 3,311 3,661 3,902 1,955 2,012
----------- ------------ ------------ ---------- ----------
Operating income...................... 289 559 937 972 680
----------- ------------ ------------ ---------- ----------
Other income (expenses):
Interest expense - net.............. (245) (287) (293) (127) (178)
Other............................... 23 (15) 43 22 30
----------- ------------ ------------ ---------- ----------
Total other income (expenses)......... (222) (302) (250) (105) (148)
----------- ------------ ------------ ---------- ----------
Income before taxes on income......... 67 257 687 867 532
Provision for taxes on income......... 8 74 228 353 213
----------- ------------ ------------ ---------- ----------
Net income............................ $ 59 $ 183 $ 459 514 319
----------- ------------ ------------ ---------- ----------
----------- ------------ ------------ ---------- ----------
</TABLE>

See notes to financial statements.

F-74
<PAGE>
BLAKE PRINTING AND PUBLISHING, INC.
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
----------------------------------------------------------
ADDITIONAL RETAINED
COMMON PAID IN EARNINGS
SHARES STOCK CAPITAL (DEFICIT) TOTAL
---------- ---------- ---------- ---------- ----------
(IN THOUSANDS, EXCEPT SHARE DATA)
<S> <C> <C> <C> <C> <C>
Balance, January 3, 1994.................... 200 $ 20 $ 311 $ 932 $ 1,263
Net income.................................. - - - 59 59
---------- ---------- ---------- ---------- ----------
Balance, January 1, 1995.................... 200 20 311 991 1,322
Net income.................................. - - - 183 183
---------- ---------- ---------- ---------- ----------
Balance, December 31, 1995.................. 200 20 311 1,174 1,505
Net income.................................. - - - 459 459
Stock repurchase............................ (40) (4) - (196) (200)
Compensation - stock option agreement....... - - 100 - 100
---------- ---------- ---------- ---------- ----------
Balance, December 29, 1996.................. 160 16 411 1,437 1,864
Net income (unaudited)...................... - - - 319 319
---------- ---------- ---------- ---------- ----------
Balance, June 29, 1997 (unaudited).......... 160 $ 16 $ 411 1,756 2,183
---------- ---------- ---------- ---------- ----------
---------- ---------- ---------- ---------- ----------
</TABLE>

See notes to consolidated financial statements.

F-75
<PAGE>
BLAKE PRINTING AND PUBLISHING, INC.
STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
---------------------------------------------------------------
YEARS ENDED SIX MONTHS ENDED
JANUARY 1, DECEMBER 31, DECEMBER 29, JUNE 30, JUNE 29
1995 1995 1996 1996 1997
----------- ------------ ------------ ---------- ----------
(UNAUDITED)
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income............................ $ 59 $ 183 $ 459 $ 514 $ 319
Adjustments to reconcile net income to
net cash provided by operating
activities:
Depreciation and amortization....... 677 865 1,022 442 617
Stock based compensation............ - - 100 - -
Write off of prepublication costs... 157
(Gain) loss on disposal of assets... 13 76 (4) (6) 36
Effect of changes in:
Accounts receivable............... 59 (557) 486 (4) (778)
Inventories....................... 181 (158) (48) (115) (76)
Prepaid expenses and other........ (135) (80) 50 61 (22)
Accounts payable.................. 28 153 (147) (92) 245
Accrued and other liabilities..... (1) 38 (36) 104 129
Income taxes payable.............. (119) 1 106 307 (34)
Deferred income taxes............. (33) (13) 34 - 30
----------- ------------ ------------ ---------- ----------
Net cash provided by operating
activities........................... 729 665 2,022 1,211 466
----------- ------------ ------------ ---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of property and
equipment............................ (196) (425) (468) (830) (146)
Proceeds from sale of equipment....... 10 11 9 3
Other................................. 85 5 2 (18) (35)
----------- ------------ ------------ ---------- ----------
Net cash used by investing
activities........................... (111) (410) (455) (839) (178)
----------- ------------ ------------ ---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of long-term debt........... (467) (471) (1,021) 58 (376)
Repayment of capital lease
obligations.......................... (95) (155) (116) (60) (18)
Bank line of credit borrowings
(repayments), net.................... (187) 369 (195) (357) 462
Deferred public offering and merger
costs................................ - - - - (291)
Retirement of common stock............ - - (200) - -
----------- ------------ ------------ ---------- ----------
Net cash provided (used) by financing
activities........................... (749) (257) (1,532) (359) (223)
----------- ------------ ------------ ---------- ----------
Net increase (decrease) in cash....... (131) (2) 35 13 65
Cash at beginning of period........... 142 11 9 9 44
----------- ------------ ------------ ---------- ----------
Cash at end of period................. $ 11 $ 9 $ 44 22 109
----------- ------------ ------------ ---------- ----------
----------- ------------ ------------ ---------- ----------
Supplemental disclosures:
Cash payments of interest............. $ 244 $ 287 $ 293 $ 127 $ 178
Cash payments for income taxes........ 170 66 124 44 217
Supplemental schedule of noncash
investing and financing activities:
Acquisition cost of equipment financed
through notes payable................ 635 1,110 2,061 - -
</TABLE>

See notes to financial statements

F-76
<PAGE>
BLAKE PRINTING AND PUBLISHING, INC.

NOTES TO FINANCIAL STATEMENTS

(INFORMATION AS OF AND FOR THE SIX MONTHS ENDED JUNE 30, 1996
AND JUNE 29, 1997 IS UNAUDITED)

1. ORGANIZATION AND OPERATIONS

Blake Printing and Publishing, Inc. operates in the printing and publishing
industry under two divisions, one offering high grade printing services to
wineries and to commercial entities principally in California and the other
operating print and copy stores throughout central California. The Company is
the legal reporting entity for both divisions. All interdivision balances and
transactions, including profits and inventories, have been eliminated. The
financial statements of the Company are prepared on a 52/53 week convention with
the fiscal year ending on the Sunday closest to December 31. The operations for
years ended January 1, 1995, December 31, 1995 and December 29, 1996 each
include 52 weeks and for the six months ended June 30, 1996 and June 29, 1997
each include 26 weeks.

2. SIGNIFICANT ACCOUNTING POLICIES
INVENTORIES have been valued at the lower of cost (determined on a first-in,
first-out basis) or market.

PROPERTY AND EQUIPMENT are recorded at cost. Property and equipment capitalized
under capital leases are recorded at the present value of the minimum lease
payments due over the term of the lease. Depreciation and amortization are
provided using the straight-line method over the estimated lives or the lease
term, whichever is shorter (see Note 6).

Expenditures for maintenance, repairs and betterments which do not prolong the
useful life of an asset have been charged to operations as incurred. Additions
and betterments which substantially extend the useful life of the asset are
capitalized. Upon the sale or other disposition of assets, the cost and related
accumulated depreciation and amortization are removed from the respective
accounts, and the resulting gain or loss, if any, is included in income.

PREPUBLICATION costs are amortized over a three to five year period. In 1995, in
conjunction with the licensing of rights to the Company's publications,
management determined that the amounts recorded for such assets exceed their
estimated recoverable value. The 1995 statement of income reflects a write-off
of $157,000 to appropriately reflect prepublication cost at net realizable
value.

LONG-LIVED ASSETS

In March 1995, Statement of Financial Accounting Standards No. 121, ACCOUNTING
FOR THE IMPAIRMENT OF LONG-LIVED ASSETS AND LONG-LIVED ASSETS TO BE DISPOSED OF
("SFAS 121"), was issued. SFAS 121 requires that long-lived assets and certain
identifiable intangibles to be held and used or disposed of by an entity be
reviewed for impairment whenever events or changes in circumstances indicate
that the carrying amount of an asset may not be recoverable. There was no
significant effect upon adoption in 1996.

REVENUE RECOGNITION

Sales are recognized upon job completion and delivery to the customer.

INCOME TAXES

The Company follows the liability method of accounting for deferred income
taxes, whereby enacted statutory tax rates are applied to the differences
between the financial reporting and tax bases of assets and liabilities.

CONCENTRATION OF CREDIT RISK

The Company provides printing and publishing services to a diversified group of
customers located primarily in the state of California. Consequently, the
Company's ability to collect the amounts due from customers may be affected by
economic fluctuations within the state of California economy.

F-77
<PAGE>
BLAKE PRINTING AND PUBLISHING, INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

(INFORMATION AS OF AND FOR THE SIX MONTHS ENDED JUNE 30, 1996
AND JUNE 29, 1997 IS UNAUDITED)

2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying amounts of cash, accounts receivable, accounts payable and accrued
liabilities are reflected in the financial statements at approximate fair value
due to the short nature of those instruments. The carrying amount of the notes
payable and capital lease obligations approximates fair value at December 31,
1995 and December 29, 1996 based on interest rates available to the Company and
debt instruments with similar terms.

PERVASIVENESS OF ESTIMATES

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.

INTERIM FINANCIAL INFORMATION

Unaudited interim financial information as of and for the six months ended June
30, 1996 and June 29, 1997 has been prepared on the same basis as the annual
financial statements. In the opinion of management, such unaudited interim
information includes all adjustments (consisting only of normal recurring
adjustments) necessary for a fair presentation of the interim financial
information. The results of operations and cash flows for the interim periods
presented are not necessarily indicative of the expected results for the full
year.

NEW ACCOUNTING PRONOUNCEMENTS

In June 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 130, REPORTING COMPREHENSIVE INCOME, which
requires that an enterprise report, by major components and as a single total,
the change in its net assets during the period from nonowner sources; and
Statement of Financial Accounting Standards No. 131, DISCLOSURES ABOUT SEGMENTS
OF AN ENTERPRISE AND RELATED INFORMATION, which establishes annual and interim
reporting standards for an enterprise's operating segments and related
disclosures about its products, services, geographic areas, and major customers.
Adoption of these statements will not impact the Company's financial position,
results of operations or cash flows, and any effect will be limited to the form
and content of its disclosures. Both statements are effective for fiscal years
beginning after December 15, 1997, with earlier application permitted.

3. INVENTORIES
Inventories consisted of the following:

<TABLE>
<CAPTION>
-------------------------------------
DECEMBER DECEMBER JUNE 29,
IN THOUSANDS 31, 1995 29, 1996 1997
----------- ----------- -----------
(UNAUDITED)
<S> <C> <C> <C>
Raw materials....................... $316 $272 $433
Work in process..................... 211 299 192
Finished products................... 26 30 52
----------- ----------- -----------
Total............................... $553 $601 $677
----------- ----------- -----------
----------- ----------- -----------
</TABLE>

F-78
<PAGE>
BLAKE PRINTING AND PUBLISHING, INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

(INFORMATION AS OF AND FOR THE SIX MONTHS ENDED JUNE 30, 1996
AND JUNE 29, 1997 IS UNAUDITED)

4. PROPERTY AND EQUIPMENT
Property and equipment consisted of the following:

<TABLE>
<CAPTION>
--------------------------------------------------
USEFUL DECEMBER DECEMBER JUNE 29,
IN THOUSANDS LIVES 31, 1995 31, 1996 1997
----------- ----------- ----------- -----------
(UNAUDITED)
<S> <C> <C> <C> <C>
Machinery and
equipment............. 5-10 $6,623 $8,151 $7,994
Computer equipment..... 3-5 751 1,066 1,094
Transportation
equipment............. 5 17 85 26
Leasehold
improvement........... 5-40 201 227 330
----------- ----------- -----------
Total.................. 7,592 9,529 9,444
Less accumulated
depreciation and
amortization.......... 4,528 4,964 5,323
----------- ----------- -----------
Total.................. $3,064 $4,565 $4,121
----------- ----------- -----------
----------- ----------- -----------
</TABLE>

5. ACCRUED AND OTHER LIABILITIES
Accrued and other liabilities consist of the following:

<TABLE>
<CAPTION>
-------------------------------------
DECEMBER DECEMBER JUNE 29,
IN THOUSANDS 31, 1995 29, 1996 1997
----------- ----------- -----------
(UNAUDITED)
<S> <C> <C> <C>
Accrued compensation................ $133 $108 $172
Accrued vacation.................... 90 77 122
Sales tax payable................... 31 33 26
Other............................... 52 77 26
----------- ----------- -----------
Total............................... $306 $295 $346
----------- ----------- -----------
----------- ----------- -----------
</TABLE>

6. BANK LINE OF CREDIT

The Company has a $1,250,000 revolving line of credit agreement with Wells Fargo
Bank with interest rate at .75% above the Bank's prime rate (9% at December 29,
1996 and 8.5% at June 29, 1997) expiring in May 1999. The line of credit is
secured by accounts receivable and inventory and has been personally guaranteed
by a shareholder of the Company and a related partnership (see Notes 9 and 16).

The credit agreement has several covenants that require the Company to maintain
certain financial ratios. At December 29, 1996 and June 29, 1997 the Company was
in compliance with or had obtained waivers for all such covenants.

F-79
<PAGE>
BLAKE PRINTING AND PUBLISHING, INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

(INFORMATION AS OF AND FOR THE SIX MONTHS ENDED JUNE 30, 1996
AND JUNE 29, 1997 IS UNAUDITED)

7. LONG-TERM DEBT
Long-term debt consisted of the following:

<TABLE>
<CAPTION>
-------------------------------------
DECEMBER DECEMBER JUNE 29,
IN THOUSANDS 31, 1995 29, 1996 1997
----------- ----------- -----------
(UNAUDITED)
<S> <C> <C> <C>
Installment note payable, due in monthly
installments of $33,000 including interest at 9.25%
through August 2001, secured by fixed assets....... $1,506 $1,374
Installment note payable, due in monthly
installments of $8,000 including interest at 9%
through to June 2001, secured by fixed assets...... 362 328
Installment note payable, due in monthly
installments of $7,000 plus interest of prime plus
1.625% through September 2001, secured by fixed
assets and personal assets of the stockholders..... $ 422 333 289
Installment note payable, due in monthly
installments of $14,000 including interest at 9.28%
through November 1998, secured by fixed assets and
personal assets of the stockholders................ 441 303 229
Installment note payable, due in monthly
installments of $8,000 plus interest of prime plus
1.75% on the unpaid balance to March 1999, secured
by fixed assets and personal assets of the
stockholders....................................... 294 204 158
Installment note payable, due in monthly
installments of $5,000 plus interest of prime plus
1.625% on the unpaid balance to August 1999,
secured by fixed assets and personal assets of the
stockholders....................................... 242 176 143
Installment note payable, due in monthly
installments of $2,000 including interest at 9%
through December 1999, secured by fixed assets..... 57 48
Installment note payable, due in monthly
installments of $2,000 plus interest of prime plus
1.75% through March 1999, secured by fixed assets
and personal assets of stockholders................ 32 22 17
Installment note payable, due in monthly
installments of $24,000 plus interest at prime plus
2%................................................. 485 - -
Note to related party, due in monthly installments
of $3,000 including interest at 10% unsecured...... 6 - -
----------- ----------- -----------
Total............................................... 1,922 2,963 2,586
Less current portion of long-term debt.............. 690 758 788
----------- ----------- -----------
Total............................................... $1,232 $2,205 $1,798
----------- ----------- -----------
----------- ----------- -----------
</TABLE>

F-80
<PAGE>
BLAKE PRINTING AND PUBLISHING, INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

(INFORMATION AS OF AND FOR THE SIX MONTHS ENDED JUNE 30, 1996
AND JUNE 29, 1997 IS UNAUDITED)

7. LONG-TERM DEBT (CONTINUED)
Future minimum principal payments of long-term debt are as follows (in
thousands):

<TABLE>
<S> <C>
Fiscal years:
---------
1997........................................................... $ 758
1998........................................................... 798
1999........................................................... 587
2000........................................................... 515
2001........................................................... 305
---------
Total............................................................ $ 2,963
---------
---------
</TABLE>

8. LONG-TERM LEASES
OPERATING LEASES

The Company leases manufacturing facilities, telephone equipment, office space
and division sales offices under long-term lease agreements. These leases, with
terms (including renewal options) ranging from five to twenty years, have been
classified as operating leases. Total rental expense under operating leases was
$455,000, $447,000 and $447,000 for the years ended January 1, 1995, December
31, 1995, and December 29, 1996, respectively, and $160,000 for the six months
ended June 30, 1996 and June 29, 1997, respectively (see Notes 9 and 16).

Future minimum lease payments for these leases are as follows (in thousands):

<TABLE>
<S> <C>
Fiscal years:
---------
1997............................................................. $ 97
1998............................................................. 61
---------
Total.............................................................. $ 158
---------
---------
</TABLE>

CAPITAL LEASES

The Company also leases copiers under long-term lease agreements which are
classified as capital leases. Property and equipment purchased under capital
leases include the following:

<TABLE>
<CAPTION>
-------------------------------------
DECEMBER DECEMBER JUNE 29,
IN THOUSANDS 31, 1995 29, 1996 1997
----------- ----------- -----------
(UNAUDITED)
<S> <C> <C> <C>
Equipment........................... $572 $572 $572
Less accumulated amortization....... 328 420 456
----------- ----------- -----------
Total............................... $244 $152 $116
----------- ----------- -----------
----------- ----------- -----------
</TABLE>

F-81
<PAGE>
BLAKE PRINTING AND PUBLISHING, INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

(INFORMATION AS OF AND FOR THE SIX MONTHS ENDED JUNE 30, 1996
AND JUNE 29, 1997 IS UNAUDITED)

8. LONG-TERM LEASES (CONTINUED)
The following is a schedule of future minimum lease payments for the lease (in
thousands):

<TABLE>
<S> <C>
Fiscal years:
---------
1997............................................................. $ 81
1998............................................................. 48
1999............................................................. 23
---------
Total minimum lease payments....................................... 152
Less amount representing interest.................................. 18
---------
Present value of net minimum lease payments........................ 134
Less current portion of capital lease obligation................... 66
---------
Total.............................................................. $ 68
---------
---------
</TABLE>

9. RELATED PARTY TRANSACTIONS
The Company has a line of credit which is guaranteed by one of the stockholders
of the Company and a related partnership (see Note 6, "Note Payable - Line of
Credit"). This stockholder is also the sole partner in this partnership.

This partnership also has two installment notes on which the Company and the
stockholder is a guarantor. These notes are also secured by real property of the
partnership. At December 31, 1995, December 29, 1996 and June 29, 1997 the
aggregate outstanding principal balance of these notes was $1,457,000,
$1,428,000, and $1,417,000, respectively.

The Company rents production facilities and office space from this partnership
under operating lease agreements. Total rent expense paid to the partnership was
$273,000, $290,000, and $290,000 for the years ended January 1, 1995, December
31, 1995 and December 29, 1996, respectively and $145,000 for the six months
ended June 30, 1996 and June 29, 1997.

In March 1997, the Company sold equipment with net book value of $37,000 to a
shareholder for a nominal amount.

10. PROFIT SHARING PLAN

The Company has a qualified profit sharing plan. Annual contributions to the
plan are made at the discretion of the Board of Directors. The company elected
not to make a contribution for the fiscal years ended January 1, 1995, December
31, 1995 and December 29, 1996. As part of this plan, employees are allowed to
make salary deferrals. The Company has elected to match employee contributions
commensurate with the profitability of the Company. The contributions to the
plan are made on a quarterly basis. The Company elected to make contributions of
$14,000, $24,000 and $146,000 for the years ended January 1, 1995, December 31,
1995 and December 29, 1996, respectively, and $71,000 and $31,000 for the six
months ended June 30, 1996 and June 29, 1997, respectively.

F-82
<PAGE>
BLAKE PRINTING AND PUBLISHING, INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

(INFORMATION AS OF AND FOR THE SIX MONTHS ENDED JUNE 30, 1996
AND JUNE 29, 1997 IS UNAUDITED)

11. PROVISION FOR INCOME TAXES

The provision for income taxes includes the following:

<TABLE>
<CAPTION>
------------------------------------------------------------
YEARS ENDED
DECEMBER DECEMBER SIX MONTHS ENDED
JANUARY 1, 31, 29, JUNE 30, JUNE 29,
(IN THOUSANDS) 1995 1995 1996 1996 1997
---------- ----------- ----------- ---------- ----------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Income tax provision:
Current:
Federal
provision....... $ 30 $ 74 $186 $340 $ 168
State
provision....... 11 13 8 13 15
---------- ----------- ----------- ---------- ----------
Total current
provision..... 41 87 194 353 183
---------- ----------- ----------- ---------- ----------
Deferred:
Federal
provision....... 5 26 52 - 30
State provision
(benefit)....... (38) (39) (18) - -
---------- ----------- ----------- ---------- ----------
Total deferred
tax provision
(benefit)..... (33) (13) 34 - 30
---------- ----------- ----------- ---------- ----------
Total income tax
provision........... $ 8 $ 74 $228 $355 $ 213
---------- ----------- ----------- ---------- ----------
---------- ----------- ----------- ---------- ----------
</TABLE>

The amounts of income tax expense differ from the amounts obtained by
application of the statutory U.S. rates to income before income taxes for the
reasons shown in the following table:

<TABLE>
<CAPTION>
------------------------------------------------------------
YEARS ENDED
DECEMBER DECEMBER SIX MONTHS ENDED
JANUARY 1, 31, 29, JUNE 30, JUNE 29,
(IN THOUSANDS) 1995 1995 1996 1996 1997
---------- ----------- ----------- ---------- ----------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
RATE RECONCILIATION
Book income before
taxes............... $ 67 $257 $687 $867 $532
---------- ----------- ----------- ---------- ----------
---------- ----------- ----------- ---------- ----------
Computed at U.S.
statutory tax rate
of 34%.............. $ 23 $ 87 $234 $ 295 $ 181
State tax, net of
federal tax
benefit............. (18) (17) (7) 16 20
Other................ 3 4 1 42 12
---------- ----------- ----------- ---------- ----------
Total income tax
provision........... $ 8 $ 74 $228 $353 $ 213
---------- ----------- ----------- ---------- ----------
---------- ----------- ----------- ---------- ----------
</TABLE>

F-83
<PAGE>
BLAKE PRINTING AND PUBLISHING, INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

(INFORMATION AS OF AND FOR THE SIX MONTHS ENDED JUNE 30, 1996
AND JUNE 29, 1997 IS UNAUDITED)

11. PROVISION FOR INCOME TAXES (CONTINUED)
The net current and noncurrent components of deferred income taxes included in
the balance sheets are as follows:

<TABLE>
<CAPTION>
-------------------------------------
DECEMBER DECEMBER JUNE 29,
31, 29, 1997
(IN THOUSANDS) 1995 1996 -----------
----------- -----------
(UNAUDITED)
Deferred:
<S> <C> <C> <C>
Current (liability) asset:
Federal......................... $ 6 $ (42) $ (72)
State........................... 35 30 30
----------- ----------- -----------
Total current................. 41 (12) (42)
----------- ----------- -----------
Long-term (liability) asset:
Federal......................... (200) (198) (198)
State........................... 40 58 58
----------- ----------- -----------
Total long-term............... (160) (140) (140)
----------- ----------- -----------
Total deferred tax liability........ $(119) $(152) $(182)
----------- ----------- -----------
----------- ----------- -----------
</TABLE>

The tax effects of the significant temporary differences which comprise the
deferred tax assets and liabilities in the balance sheets are as follows:

<TABLE>
<CAPTION>
-------------------------------------
DECEMBER DECEMBER JUNE 29,
31, 29, 1997
(IN THOUSANDS) 1995 1996 -----------
----------- -----------
(UNAUDITED)
Significant temporary differences:
<S> <C> <C> <C>
Depreciation...................... $(238) $(252) $(252)
Compensation - stock option....... 34 34
Deferred income................... (21) (10) (10)
Allowance for bad debts........... 9 9 9
Accrued vacation.................. 24 23 23
Charitable contribution........... 14 - -
Deferred state tax................ (25) (30) (30)
State manufacturing credits....... 86 151 151
Other............................. 21 (77) (107)
----------- ----------- -----------
Total............................... $(119) $(152) $(182)
----------- ----------- -----------
----------- ----------- -----------
</TABLE>

At December 29, 1996, the Company had California state manufacturing credit
carry forwards of $151,000 which expire in 2005.

12. COMMON STOCK

During July 1996, the Company redeemed and retired all 40 shares of common stock
held by a minority stockholder for $200,000.

F-84
<PAGE>
BLAKE PRINTING AND PUBLISHING, INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

(INFORMATION AS OF AND FOR THE SIX MONTHS ENDED JUNE 30, 1996
AND JUNE 29, 1997 IS UNAUDITED)

13. STOCK OPTION PLAN

Effective January 1996, the Company adopted an Employee Stock Option Plan. The
Plan allows for certain high level full-time employees, employed on a permanent
basis to be awarded Employee Incentive Stock Options. Participants in the plan,
vesting dates, and other criteria are at the sole discretion of the Board of
Directors.

In November 1996, the Company entered into a stock option agreement with a
member of management. Under the agreement, the employee has the option to
purchase up to 40 shares of the Company's common stock for $5,000 per share at
any time prior to November 22, 2001, at which point the unexercised options
expire. Management determined that the fair market value of the Company's stock
on November 22, 1996 was approximately $7,500 per share; accordingly, the 1996
selling, general and administrative expenses include compensation expense of
$100,000 relating to this agreement.

Statement of Financial Accounting Standards No. 123, ACCOUNTING FOR STOCK-BASED
COMPENSATION ("SFAS 123"), requires the disclosure of pro forma net income had
the Company adopted the fair value method as of the beginning of 1995. Under
SFAS 123, the fair value of stock-based awards to employees is calculated
through the use of option pricing models. These models require subjective
assumptions, including future stock price volatility and expected time to
exercise, which greatly affect the calculated values. The Company's 1996
calculation for its one existing stock option agreement was made using the
Black-Scholes option pricing model with the following average assumptions;
expected life; 60 months; stock volatility, .001%; risk free interest rates,
5.53%; and no dividends during the expected term. If the computed fair values of
the 1996 agreement was included in expense, pro forma net income for the year
ended December 29, 1996 or the six months ended June 30, 1996 or June 29, 1997
would not change materially from the amounts reported in the accompanying
statements of income.

14. SIGNIFICANT CUSTOMERS

One of the Company's customers constituted 11.5%, 11.5% and 11.0% of total sales
for the year ended December 29, 1996, and for the six months ended June 30, 1996
and June 29, 1997, respectively. In 1994, 1995, no single customer accounted for
more than 10% of sales.

15. CONTINGENCIES

The Company may be subject to various claims and litigation arising from its
business. While the outcome of such matters cannot be predicted with certainty,
management believes the ultimate resolution of such matters will not have a
materially adverse effect on its financial position or results of operations.

See also Notes 8 ("Long-Term Leases") and 9 ("Related Party Transactions") for
commitments.

16. SUBSEQUENT EVENTS

On May 15, 1997, the Company entered into two five year operating leases with a
stockholder of the Company. Minimum annual rent under these agreements is
$290,000 per year subject to annual adjustments based on the consumer price
index. These leases have a five year renewal option.

On May 30, 1997, the Company renegotiated its current $1.3 million line of
Credit with Wells Fargo Bank. Terms and conditions of the new agreement are
similar to the existing agreement (see Note 6 "Note Payable - Line of Credit").
The new agreement expires on May 30, 1999.

F-85
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 102(b)(7) of the Delaware General Corporation Law (the "DGCL") permits a
corporation, in its certificate of incorporation, to limit or eliminate, subject
to certain statutory limitations, the personal liability of directors to the
corporation or its stockholders for monetary damages for breaches of fiduciary
duty, except for liability (a) for any breach of the director's duty of loyalty
to the corporation or its stockholders, (b) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law, (c)
under Section 174 of the DGCL, or (d) for any transaction from which the
director derived an improper personal benefit. Article IX of the registrant's
Restated Certificate of Incorporation provides that the personal liability of
directors of the registrant is eliminated to the fullest extent permitted by
Section 102(b)(7) of the DGCL.

Under Section 145 of the DGCL, a corporation has the power to indemnify
directors and officers under certain prescribed circumstances and subject to
certain limitations against certain costs and expenses, including attorneys'
fees actually and reasonably incurred in connection with any action, suit or
proceeding, whether civil, criminal, administrative or investigative, to which
any of them is a party by reason of being a director or officer of the
corporation if it is determined that the director of officer acted in accordance
with the applicable standard of conduct set forth in such statutory provision.
Article 6 of the Registrant's Bylaws provides that the registrant will indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding by reason of the
fact that he is or was a director, officer, employee or agent of the Registrant,
or is or was serving at the request of the registrant as a director, officer,
employee or agent of another entity, against certain liabilities, costs and
expenses. Article 6 further permits the registrant to maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of the
registrant, or is or was serving at the request of the Registrant as a director,
officer, employee or agent of another entity, against any liability asserted
against such person and incurred by such person in any such capacity or arising
out of his status as such, whether or not the Registrant would have the power to
indemnify such person against such liability under the DGCL. The Registrant
maintains directors' and officers' liability insurance.

Under Section of the Underwriting Agreement, the Underwriters are obligated,
under certain circumstances, to indemnify directors and officers of the
registrant against certain liabilities, including liabilities under the
Securities Act. Reference is made to the form of Underwriting Agreement filed as
Exhibit 1.01 hereto.

ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a) The following exhibits are filed as part of this registration statement:

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------
EXHIBIT
NUMBER DESCRIPTION
- ----------- ------------------------------------------------------------------------------------
<C> <S>
3.01 Restated Certificate of Incorporation of FirstPak, Inc.*
3.02 Form of Bylaws of FirstPak, Inc.
4.01 Form of Stock Certificate.*
5.01 Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation, counsel for
the Registrant*
10.01 Form of Agreement and Plan of Reorganization, dated as of July 17, 1997, among the
Registrant, WL Acquisition Corp. and Wisconsin Label Corporation, as amended.*
10.02 Form of Agreement and Plan of Reorganization, dated as of July 17, 1997, among the
Registrant, SLL Acquisition Corp. and St. Louis Lithographing Company, as amended.*
10.03 Form of Agreement and Plan of Reorganization, dated as of July 17, 1997, among the
Registrant, CAO Acquisition Corp. and CalOptical Holding Corporation, as amended.*
10.04 Form of Agreement and Plan of Reorganization, dated as of July 17, 1997, among the
Registrant, Premier Acquisition Corp. and Blake Printing and Publishing, Inc., as
amended*
</TABLE>

II-1
<PAGE>

<TABLE>
<C> <S>
10.05 Form of Employment Agreement to be entered into between the Registrant and Vincent
F. Titolo.*
10.06 Form of Employment Agreement to be entered into between the Registrant and William
T. Leith.*
10.07 Form of Employment Agreement to be entered into between the Registrant and Eric R.
Roberts.*
10.08 Form of Employment Agreement to be entered into between the Registrant and Gary S.
Yellin.
10.09 Form of Employment Agreement to be entered into between the Registrant and Eric R.
Menke.
10.10 Form of Employment Agreement to be entered into between the Registrant and Terrence
R. Fulwiler.
10.11 Form of Employment Agreement to be entered into between the Registrant and Ben
Kraft.
10.12 Form of Employment Agreement to be entered into between the Registrant and Richard
C. Blake.
10.13 Form of Employment Agreement to be entered into between the Registrant and Larry
Nathanson.
10.14 Form of Employment Agreement to be entered into between the Registrant and Daniel R.
Fulwiler.
10.15 Form of Employment Agreement to be entered into between the Registrant and Jay K.
Tomcheck.
10.16 FirstPak, Inc. 1997 Stock Plan.*
11.01 Statement re: Computation of Earnings per Share.*
21.01 List of Subsidiaries.*
23.01 Consent of Deloitte & Touche LLP, independent auditors for FirstPak, Inc., Wisconsin
Label Corporation and subsidiaries, St. Louis Lithographing Company, CalOptical
Holding Corporation and subsidiary and Blake Printing and Publishing, Inc.
23.02 Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation, counsel for
the Company (included in opinion filed as Exhibit 5.01).*
27.01 Financial Data Schedule.*
99.01 Consent of William T. Leith to be named in the Registration Statement as a person to
become a director of the Company upon consummation of the initial public offering.
99.02 Consent of R. Michael Mondavi to be named in the Registration Statement as a person
to become a director of the Company upon consummation of the initial public
offering.
99.03 Consent of Terrence R. Fulwiler to be named in the Registration Statement as a
person to become a director of the Company upon consummation of the initial public
offering.
99.04 Consent of Richard C. Blake to be named in the Registration Statement as a person to
become a director of the Company upon consummation of the initial public offering.
99.05 Consent of Daniel R. Fulwiler to be named in the Registration Statement as a person
to become a director of the Company upon consummation of the initial public
offering.
99.06 Consent of Jay K. Tomcheck to be named in the Registration Statement as a person to
become a director of the Company upon consummation of the initial public offering.
</TABLE>

- ------------------------
* To be filed by amendment.

(b) Financial Statement Schedules.

ITEM 22. UNDERTAKINGS.

(1) Registrant hereby undertakes as follows: that prior to any public
offering of the securities registered hereunder through use of a prospectus
which is a part of this Registration Statement, by any person or party who is
deemed to be an underwriter within the meaning of Rule 145(c), FirstPak, Inc.
undertakes that such offering prospectus will contain the information called for
by the applicable registration Form with respect to offerings by persons who may
be deemed underwriters, in addition to the information called for by the other
Items of the Applicable form.

(2) Registrant undertakes that every prospectus (i) that is filed pursuant
to paragraph (1) immediately preceding, or (ii) that purports to meet the
requirements of section 10(a)(3) of the Securities Act and is used in

II-2
<PAGE>
connection with an offering of securities subject to Rule 415, will be filed as
a part of an amendment to the Registration Statement and will not be used until
such amendment is effective, and that, for purposes of determining any liability
under the Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

(3) Registrant hereby undertakes to respond to request for information that
is incorporated by reference into the Proxy Statement/Prospectus pursuant to
Items 4, 10(b), 11 or 13 of this Form S-4, within one business day of receipt of
such request, and to send the incorporated documents by first class or other
equally prompt means. This includes information contained in documents filed
subsequent to the effective date of the Registration Statement through the date
of responding to the request.

(4) Registrant hereby undertakes to supply by means of a post-effective
amendment all information concerning a transaction, and the company being
acquired involved therein, that was not the subject of and included in the
Registration Statement when it became effective.

(5) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
Registrant pursuant to the foregoing provisions, or otherwise, Registrant has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by Registrant of expenses
incurred or paid by a director, officer or controlling person of Registrant in
the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, Registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

(6) Registrant hereby undertakes:

(a) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;

(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in
the registration statement;

(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;

PROVIDED, HOWEVER, that paragraphs (a)(i)(i) and (a)(1)(ii) do not apply if
the registration statement is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to Section 13
or Section 15(d) of the Exchange Act that are incorporated by reference in
the registration statement.

(b) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

(c) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.

II-3
<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Amendment No. 1 to the Registration Statement on
Form S-4 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of San Francisco, California, on September 9, 1997.

FIRSTPAK, INC.

By: /S/ VINCENT F. TITOLO
-----------------------------------------
Name: Vincent F. Titolo
Title: Chairman of the Board of Directors
and Chief Executive Officer

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Vincent F. Titolo and John D. Menke, and each of
them singly, as true and lawful attorneys-in-fact and agents with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities to sign the Registration Statement filed herewith and any
or all amendments to said Registration Statement (including post-effective
amendments and registration statements filed pursuant to Rule 462 and
otherwise), and to file the same, with all exhibits thereto and other documents
in connection therewith, with the Securities and Exchange Commission granting
unto said attorneys-in-fact and agents the full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the foregoing, as full to all intents and purposes as he might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or his substitute, may lawfully do or cause to be done by
virtue hereof.

Witness our hands on the date set forth below.

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 1 to the Registration Statement on Form S-4 has been signed by the
following persons in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
SIGNATURE CAPACITY DATE
- ------------------------------ ------------------------------ -------------------

<C> <S> <C>
Chairman of the Board of
Directors and Chief
* Executive Officer (Principal
- ------------------------------ Financial and Accounting September 9, 1997
(Vincent F. Titolo) Officer and Principal
Executive Officer)

*
- ------------------------------ Director September 9, 1997
(John D. Menke)

*By: /s/ VINCENT F.
TITOLO
- ------------------------------
Vincent F. Titolo,
Attorney-in-Fact
</TABLE>

II-4
<PAGE>
INDEPENDENT AUDITORS REPORT

To the Board of Directors and Stockholders
of Wisconsin Label Corporation:

We have audited the consolidated financial statements of Wisconsin Label
Corporation and subsidiaries (the "Company") as of December 31, 1995 and 1996
and for each of the three years in the period ended December 31, 1996 and have
issued our report thereon dated March 31, 1997 (July 17, 1997 as to Note 13)
(included elsewhere in this Registration Statement). Our audits also included
the financial statement schedule ("Schedule II - Valuation and Qualifying
Accounts") included in Part II of such Registration Statement. This financial
statement schedule is the responsibility of the Company's management. Our
responsibility is to express an opinion based on our audits. In our opinion,
such financial statement schedule, when considered in relation to the basic
consolidated financial statements taken as a whole, presents fairly in all
material respects the information set forth therein.

DELOITTE & TOUCHE LLP
Milwaukee, Wisconsin
March 31, 1997

S-1
<PAGE>
WISCONSIN LABEL CORPORATION AND SUBSIDIARIES
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
(IN THOUSANDS)

<TABLE>
<CAPTION>
B C
------------- ------------- D E
A BALANCE AT CHARGES TO ------------- -------------
- ------------------------------------------------------------ BEGINNING COSTS AND ACCOUNTS BALANCE AT
DESCRIPTION OF YEAR EXPENSES WRITTEN OFF END OF YEAR
- ------------------------------------------------------------ ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
ALLOWANCE FOR DOUBTFUL ACCOUNTS:
1994 $ 126 $ 304 $ 183 $ 247
1995 247 262 209 300
1996 300 768 230 838
</TABLE>

S-2
<PAGE>
INDEPENDENT AUDITORS REPORT

To the Board of Directors and Stockholders
of St. Louis Lithographing Company:

We have audited the financial statements of St. Louis Lithographing Company as
of December 31, 1996 and for the period from June 1, 1996 (date of acquisition)
through December 31, 1996 (the "Successor Company") and have issued our report
thereon dated March 28, 1997 (July 17, 1997 as to Note 12) (included elsewhere
in this Registration Statement). We have also audited the financial statements
of St. Louis Lithographing Company as of December 31, 1995 and for the period
from January 1, 1996 through May 31, 1996 and for each of the two years in the
period ended December 31, 1995 (the "Predecessor Company") and have also issued
our report thereon dated March 28, 1997 (also included elsewhere in this
Registration Statement). Our audits also included the financial statement
schedule ("Schedule II - Valuation and Qualifying Accounts") included in Part II
of such Registration Statement. This financial statement schedule is the
responsibility of the Company's management. Our responsibility is to express an
opinion based on our audits. In our opinion, such financial statement schedule,
when considered in relation to the basic consolidated financial statements taken
as a whole, presents fairly in all material respects the information set forth
therein.

DELOITTE & TOUCHE LLP
St. Louis, Missouri
March 28, 1997

S-3
<PAGE>
ST. LOUIS LITHOGRAPHING COMPANY
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
(IN THOUSANDS)

<TABLE>
<CAPTION>
B C
--------------- --------------- D E
A BALANCE AT CHARGES TO --------------- ---------------
- ----------------------------------------------------- BEGINNING COSTS AND ACCOUNTS BALANCE AT
DESCRIPTION OF PERIOD EXPENSES WRITTEN OFF END OF PERIOD
- ----------------------------------------------------- --------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C>
ALLOWANCE FOR DOUBTFUL ACCOUNTS:
Predecessor (through May 31, 1996):
1994............................................. $ 50 $ - $ -- $ 50
1995............................................. 50 - - 50
1996............................................. 50 - -- 50
Successor (commencing June 1, 1996):
1996............................................. 40 258 258 40
</TABLE>

S-4
<PAGE>
INDEPENDENT AUDITORS REPORT

To the Board of Directors and Stockholders
of CalOptical Holding Corporation and Subsidiary:

We have audited the consolidated financial statements of CalOptical Holding
Corporation and subsidiary (the "Company") as of December 31, 1995 and 1996 and
for each of the three years in the period ended December 31, 1996 and have
issued our report thereon dated August 1, 1997 (included elsewhere in this
Registration Statement). Our audits also included the financial statement
schedule ("Schedule II - Valuation and Qualifying Accounts") included in Part II
of such Registration Statement. This financial statement schedule is the
responsibility of the Company's management. Our responsibility is to express an
opinion based on our audits. In our opinion, such financial statement schedule,
when considered in relation to the basic consolidated financial statements taken
as a whole, presents fairly in all material respects the information set forth
therein.

DELOITTE & TOUCHE LLP
Oakland, California
August 1, 1997

S-5
<PAGE>
CALOPTICAL HOLDING CORPORATION AND SUBSIDIARY
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
(IN THOUSANDS)

<TABLE>
<CAPTION>
B C
----------------- ----------------- D E
A BALANCE AT CHARGES TO ----------------- -----------------
- ----------------------------------------------------- BEGINNING COSTS AND ACCOUNTS BALANCE AT
DESCRIPTION OF PERIOD EXPENSES WRITTEN OFF END OF PERIOD
- ----------------------------------------------------- ----------------- ----------------- ----------------- -----------------
<S> <C> <C> <C> <C>
ALLOWANCE FOR DOUBTFUL ACCOUNTS:
Year ended December 31, 1994 $ 19 $ 27 $ 9 $ 37
Year ended December 31, 1995 37 32 4 65
Year ended December 31, 1996 65 65 88 44
</TABLE>

S-6
<PAGE>
INDEPENDENT AUDITORS REPORT

To the Board of Directors and Stockholders
of Blake Printing and Publishing, Inc.:

We have audited the financial statements of Blake Printing and Publishing, Inc.
(the "Company") as of December 31, 1995 and December 29, 1996 and for each of
the three years in the period ended December 29, 1996 and have issued our report
thereon dated March 31, 1997 (July 17, 1997 as to Note 16) (included elsewhere
in this Registration Statement). Our audits also included the financial
statement schedule ("Schedule II - Valuation and Qualifying Accounts") included
in Part II of such Registration Statement. This financial statement schedule is
the responsibility of the Company's management. Our responsibility is to express
an opinion based on our audits. In our opinion, such financial statement
schedule, when considered in relation to the consolidated financial statements
taken as a whole, presents fairly in all material respects the information set
forth therein.

DELOITTE & TOUCHE LLP
San Jose, California
March 31, 1997

S-7
<PAGE>
BLAKE PRINTING AND PUBLISHING, INC.
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
(IN THOUSANDS)

<TABLE>
<CAPTION>
B C
------------- ------------- D E
A BALANCE AT CHARGES TO ------------- -------------
- ------------------------------------------------------------ BEGINNING COSTS AND ACCOUNTS BALANCE AT
DESCRIPTION OF YEAR EXPENSES WRITTEN OFF END OF YEAR
- ------------------------------------------------------------ ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
ALLOWANCE FOR DOUBTFUL ACCOUNTS:
1994 $ 20 $ 12 $ 12 $ 20
1995 20 26 26 20
1996 20 11 11 20
</TABLE>

S-8
<PAGE>
EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- --------- --------------------------------------------------------------------------------------------------------
<C> <S>
3.01 Restated Certificate of Incorporation of FirstPak, Inc.*
3.02 Form of Bylaws of FirstPak, Inc.
4.01 Form of Stock Certificate.*
5.01 Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation, counsel for the Registrant*
10.01 Form of Agreement and Plan of Reorganization, dated as of July 17, 1997, among the Registrant, WL
Acquisition Corp. and Wisconsin Label Corporation, as amended.*
10.02 Form of Agreement and Plan of Reorganization, dated as of July 17, 1997, among the Registrant, SLL
Acquisition Corp. and St. Louis Lithographing Company, as amended.*
10.03 Form of Agreement and Plan of Reorganization, dated as of July 17, 1997, among the Registrant, CAO
Acquisition Corp. and CalOptical Holding Corporation, as amended.*
10.04 Form of Agreement and Plan of Reorganization, dated as of July 17, 1997, among the Registrant, Premier
Acquisition Corp. and Blake Printing and Publishing, Inc., as amended*
10.05 Form of Employment Agreement to be entered into between the Registrant and Vincent F. Titolo.*
10.06 Form of Employment Agreement to be entered into between the Registrant and William T. Leith.*
10.07 Form of Employment Agreement to be entered into between the Registrant and Eric R. Roberts.*
10.08 Form of Employment Agreement to be entered into between the Registrant and Gary S. Yellin.
10.09 Form of Employment Agreement to be entered into between the Registrant and Eric R. Menke.
10.10 Form of Employment Agreement to be entered into between the Registrant and Terrence R. Fulwiler.
10.11 Form of Employment Agreement to be entered into between the Registrant and Ben Kraft.
10.12 Form of Employment Agreement to be entered into between the Registrant and Richard C. Blake.
10.13 Form of Employment Agreement to be entered into between the Registrant and Larry Nathanson.
10.14 Form of Employment Agreement to be entered into between the Registrant and Daniel R. Fulwiler.
10.15 Form of Employment Agreement to be entered into between the Registrant and Jay K. Tomcheck.
10.16 FirstPak, Inc. 1997 Stock Plan.*
11.01 Statement re: Computation of Earnings per Share.*
21.01 List of Subsidiaries.*
23.01 Consent of Deloitte & Touche LLP, independent auditors for FirstPak, Inc., Wisconsin Label Corporation
and subsidiaries, St. Louis Lithographing Company, CalOptical Holding Corporation and subsidiary and
Blake Printing and Publishing, Inc.
23.02 Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation, counsel for the Company (included
in opinion filed as Exhibit 5.01).*
27.01 Financial Data Schedule.*
99.01 Consent of William T. Leith to be named in the Registration Statement as a person to become a director
of the Company upon consummation of the initial public offering.
99.02 Consent of R. Michael Mondavi to be named in the Registration Statement as a person to become a director
of the Company upon consummation of the initial public offering.
99.03 Consent of Terrence R. Fulwiler to be named in the Registration Statement as a person to become a
director of the Company upon consummation of the initial public offering.
99.04 Consent of Richard C. Blake to be named in the Registration Statement as a person to become a director
of the Company upon consummation of the initial public offering.
99.05 Consent of Daniel R. Fulwiler to be named in the Registration Statement as a person to become a director
of the Company upon consummation of the initial public offering.
99.06 Consent of Jay K. Tomcheck to be named in the Registration Statement as a person to become a director of
the Company upon consummation of the initial public offering.
</TABLE>

- ------------------------
* To be filed by amendment.

<PAGE>

BYLAWS

FIRSTPAK, INC.
(A DELAWARE CORPORATION)

<PAGE>
TABLE OF CONTENTS

PAGE
----
ARTICLE I CORPORATE OFFICES . . . . . . . . . . . . . . . . . . -1-
1.1 REGISTERED OFFICE . . . . . . . . . . . . . . . . . . . . -1-
1.2 OTHER OFFICES . . . . . . . . . . . . . . . . . . . . . . -1-

ARTICLE II MEETINGS OF STOCKHOLDERS . . . . . . . . . . . . . . -1-
2.1 PLACE OF MEETINGS . . . . . . . . . . . . . . . . . . . . -1-
2.2 ANNUAL MEETING. . . . . . . . . . . . . . . . . . . . . . -1-
2.3 SPECIAL MEETING . . . . . . . . . . . . . . . . . . . . . -3-
2.4 ORGANIZATION. . . . . . . . . . . . . . . . . . . . . . . -3-
2.5 NOTICE OF STOCKHOLDERS' MEETINGS. . . . . . . . . . . . . -4-
2.6 MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE. . . . . . . -4-
2.7 QUORUM. . . . . . . . . . . . . . . . . . . . . . . . . . -4-
2.8 ADJOURNED MEETING; NOTICE . . . . . . . . . . . . . . . . -5-
2.9 VOTING. . . . . . . . . . . . . . . . . . . . . . . . . . -5-
2.10 VALIDATION OF MEETINGS; WAIVER OF NOTICE; CONSENT . . . . -6-
2.11 RECORD DATE FOR STOCKHOLDER NOTICE; VOTING; GIVING
CONSENTS . . . . . . . . . . . . . . . . . . . . . . . -6-
2.12 PROXIES . . . . . . . . . . . . . . . . . . . . . . . . . -6-
2.13 INSPECTORS OF ELECTION. . . . . . . . . . . . . . . . . . -7-

ARTICLE III DIRECTORS . . . . . . . . . . . . . . . . . . . . . -8-
3.1 POWERS. . . . . . . . . . . . . . . . . . . . . . . . . . -8-
3.2 NUMBER AND TERM OF OFFICE . . . . . . . . . . . . . . . . -8-
3.3 RESIGNATION AND VACANCIES . . . . . . . . . . . . . . . . -8-
3.4 REMOVAL . . . . . . . . . . . . . . . . . . . . . . . . . -9-
3.5 PLACE OF MEETINGS; MEETINGS BY TELEPHONE. . . . . . . . . -9-
3.6 FIRST MEETINGS. . . . . . . . . . . . . . . . . . . . . .-10-
3.7 REGULAR MEETINGS. . . . . . . . . . . . . . . . . . . . .-10-
3.8 SPECIAL MEETINGS; NOTICE. . . . . . . . . . . . . . . . .-10-
3.9 QUORUM. . . . . . . . . . . . . . . . . . . . . . . . . .-11-
3.10 WAIVER OF NOTICE. . . . . . . . . . . . . . . . . . . . .-11-
3.11 ADJOURNMENT . . . . . . . . . . . . . . . . . . . . . . .-11-
3.12 NOTICE OF ADJOURNMENT . . . . . . . . . . . . . . . . . .-11-
3.13 BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING . . . .-11-
3.14 ORGANIZATION. . . . . . . . . . . . . . . . . . . . . . .-12-
3.15 FEES AND COMPENSATION OF DIRECTORS. . . . . . . . . . . .-12-
3.16 APPROVAL OF LOANS TO OFFICERS . . . . . . . . . . . . . .-12-

-i-
<PAGE>
TABLE OF CONTENTS
(CONTINUED)

PAGE
----
ARTICLE IV COMMITTEES . . . . . . . . . . . . . . . . . . . . .-12-
4.1 COMMITTEES OF DIRECTORS . . . . . . . . . . . . . . . . .-12-
4.2 MEETINGS AND ACTION OF COMMITTEES . . . . . . . . . . . .-13-

ARTICLE V OFFICERS. . . . . . . . . . . . . . . . . . . . . . .-13-
5.1 OFFICERS. . . . . . . . . . . . . . . . . . . . . . . . .-13-
5.2 ELECTION OF OFFICERS. . . . . . . . . . . . . . . . . . .-14-
5.3 SUBORDINATE OFFICERS. . . . . . . . . . . . . . . . . . .-14-
5.4 REMOVAL AND RESIGNATION OF OFFICERS . . . . . . . . . . .-14-
5.5 VACANCIES IN OFFICES. . . . . . . . . . . . . . . . . . .-14-
5.6 CHAIRMAN OF THE BOARD . . . . . . . . . . . . . . . . . .-14-
5.7 CHIEF EXECUTIVE OFFICER . . . . . . . . . . . . . . . . .-15-
5.8 PRESIDENT . . . . . . . . . . . . . . . . . . . . . . . .-15-
5.9 VICE PRESIDENTS . . . . . . . . . . . . . . . . . . . . .-15-
5.10 SECRETARY . . . . . . . . . . . . . . . . . . . . . . . .-15-
5.11 CHIEF FINANCIAL OFFICER . . . . . . . . . . . . . . . . .-16-

ARTICLE VI INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES
AND OTHER AGENTS . . . . . . . . . . . . . . . . . . . . . . .-16-
6.1 INDEMNIFICATION OF DIRECTORS AND OFFICERS . . . . . . . .-16-
6.2 INDEMNIFICATION OF OTHERS . . . . . . . . . . . . . . . .-17-
6.3 INSURANCE . . . . . . . . . . . . . . . . . . . . . . . .-17-
6.4 EXPENSES. . . . . . . . . . . . . . . . . . . . . . . . .-18-
6.5 NON-EXCLUSIVITY OF RIGHTS . . . . . . . . . . . . . . . .-18-
6.6 SURVIVAL OF RIGHTS. . . . . . . . . . . . . . . . . . . .-18-
6.7 AMENDMENTS. . . . . . . . . . . . . . . . . . . . . . . .-19-

ARTICLE VII RECORDS AND REPORTS . . . . . . . . . . . . . . . .-19-
7.1 MAINTENANCE AND INSPECTION OF RECORDS . . . . . . . . . .-19-
7.2 INSPECTION BY DIRECTORS . . . . . . . . . . . . . . . . .-19-
7.3 ANNUAL STATEMENT TO STOCKHOLDERS. . . . . . . . . . . . .-20-
7.4 REPRESENTATION OF SHARES OF OTHER CORPORATIONS. . . . . .-20-

ARTICLE VIII GENERAL MATTERS. . . . . . . . . . . . . . . . . .-20-
8.1 RECORD DATE FOR PURPOSES OTHER THAN NOTICE AND VOTING . .-20-
8.2 CHECKS; DRAFTS; EVIDENCES OF INDEBTEDNESS . . . . . . . .-21-
8.3 CORPORATE CONTRACTS AND INSTRUMENTS: HOW EXECUTED. . . .-21-
8.4 STOCK CERTIFICATES; PARTLY PAID SHARES. . . . . . . . . .-21-
8.5 SPECIAL DESIGNATION ON CERTIFICATES . . . . . . . . . . .-22-

-ii-
<PAGE>
TABLE OF CONTENTS
(CONTINUED)

PAGE
----
8.6 LOST CERTIFICATES . . . . . . . . . . . . . . . . . . . .-22-
8.7 CONSTRUCTION; DEFINITIONS . . . . . . . . . . . . . . . .-22-

ARTICLE IX AMENDMENTS . . . . . . . . . . . . . . . . . . . . .-22-

ARTICLE X DISSOLUTION . . . . . . . . . . . . . . . . . . . . .-23-

ARTICLE XI CUSTODIAN. . . . . . . . . . . . . . . . . . . . . .-23-
11.1 APPOINTMENT OF A CUSTODIAN IN CERTAIN CASES . . . . . . .-23-
11.2 DUTIES OF CUSTODIAN . . . . . . . . . . . . . . . . . . .-24-

-iii-
<PAGE>

BYLAWS

FIRSTPAK, INC.
(A DELAWARE CORPORATION)

ARTICLE I

CORPORATE OFFICES

1.1 REGISTERED OFFICE

The registered office of the corporation shall be fixed in the
Certificate of Incorporation of the corporation.

1.2 OTHER OFFICES

The board of directors may at any time establish branch or subordinate
offices at any place or places where the corporation is qualified to do
business.

ARTICLE II

MEETINGS OF STOCKHOLDERS

2.1 PLACE OF MEETINGS

Meetings of stockholders shall be held at any place within or outside
the State of Delaware designated by the board of directors. In the absence
of any such designation, stockholders' meetings shall be held at the
registered office of the corporation.

2.2 ANNUAL MEETING

(a) The annual meeting of stockholders shall be held each year on
a date and at a time designated by the board of directors. In the absence of
such designation, the annual meeting of stockholders shall be held on the
third Thursday in May of each year at 10:00 a.m. However, if such day falls
on a legal holiday, then the meeting shall be held at the same time and place
on the next succeeding full business day. At the meeting, directors shall be
elected, and any other proper business may be transacted.

<PAGE>

(b) At an annual meeting of the stockholders, only such business
shall be conducted as shall have been properly brought before the meeting.
To be properly brought before an annual meeting, business must be: (A)
specified in the notice of meeting (or any supplement thereto) given by or at
the direction of the board of directors, (B) otherwise properly brought
before the meeting by or at the direction of the board of directors, or (C)
otherwise properly brought before the meeting by a stockholder. For business
to be properly brought before an annual meeting by a stockholder, the
stockholder must have given timely notice thereof in writing to the secretary
of the corporation. To be timely, a stockholder's notice must be delivered to
or mailed and received at the principal executive offices of the corporation
not less than one hundred twenty (120) calendar days in advance of the date
specified in the corporation's proxy statement released to stockholders in
connection with the previous year's annual meeting of stockholders; provided,
however, that in the event that no annual meeting was held in the previous
year or the date of the annual meeting has been changed by more than thirty
(30) days from the date contemplated at the time of the previous year's proxy
statement, notice by the stockholder to be timely must be so received a
reasonable time before the solicitation is made. A stockholder's notice to
the secretary shall set forth as to each matter the stockholder proposes to
bring before the annual meeting: (i) a brief description of the business
desired to be brought before the annual meeting and the reasons for
conducting such business at the annual meeting, (ii) the name and address, as
they appear on the corporation's books, of the stockholder proposing such
business, (iii) the class and number of shares of the corporation which are
beneficially owned by the stockholder, (iv) any material interest of the
stockholder in such business and (v) any other information that is required
to be provided by the stockholder pursuant to Regulation 14A under the
Securities Exchange Act of 1934, as amended (the "1934 Act"), in his capacity
as a proponent to a stockholder proposal. Notwithstanding the foregoing, in
order to include information with respect to a stockholder proposal in the
proxy statement and form of proxy for a stockholder's meeting, stockholders
must provide notice as required by the regulations promulgated under the 1934
Act. Notwithstanding anything in these Bylaws to the contrary, no business
shall be conducted at any annual meeting except in accordance with the
procedures set forth in this paragraph (b). The chairman of the annual
meeting shall, if the facts warrant, determine and declare at the meeting
that business was not properly brought before the meeting and in accordance
with the provisions of this paragraph (b), and, if he should so determine, he
shall so declare at the meeting that any such business not properly brought
before the meeting shall not be transacted.

(c) Only persons who are nominated in accordance with the
procedures set forth in this paragraph (c) shall be eligible for election as
directors. Nominations of persons for election to the board of directors of
the corporation may be made at a meeting of stockholders by or at the
direction of the board of directors or by any stockholder of the corporation
entitled to vote in the election of directors at the meeting who complies
with the notice procedures set forth in this paragraph (c). Such
nominations, other than those made by or at the direction of the board of
directors, shall be made pursuant to timely notice in writing to the
secretary of the corporation in accordance with the provisions of paragraph
(b) of this Section 2.2. Such stockholder's notice shall set forth (i) as to
each person, if any, whom the stockholder proposes to nominate for election
or re-election as a director: (A) the name, age, business address and
residence address of such person, (B) the principal occupation or employment
of such person, (C) the class and number of shares of the

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corporation which are beneficially owned by such person, (D) a description of
all arrangements or understandings between the stockholder and each nominee
and any other person or persons (naming such person or persons) pursuant to
which the nominations are to be made by the stockholder, and (E) any other
information relating to such person that is required to be disclosed in
solicitations of proxies for elections of directors, or is otherwise
required, in each case pursuant to Regulation 14A under the 1934 Act
(including without limitation such person's written consent to being named in
the proxy statement, if any, as a nominee and to serving as a director if
elected); and (ii) as to such stockholder giving notice, the information
required to be provided pursuant to paragraph (b) of this Section 2.2. At
the request of the board of directors, any person nominated by a stockholder
for election as a director shall furnish to the secretary of the corporation
that information required to be set forth in the stockholder's notice of
nomination which pertains to the nominee. No person shall be eligible for
election as a director of the corporation unless nominated in accordance with
the procedures set forth in this paragraph (c). The chairman of the meeting
shall, if the facts warrants, determine and declare at the meeting that a
nomination was not made in accordance with the procedures prescribed by these
Bylaws, and if he should so determine, he shall so declare at the meeting,
and the defective nomination shall be disregarded.

2.3 SPECIAL MEETING

A special meeting of the stockholders may be called at any time by the
board of directors, or by the chairman of the board, or in the absence of the
chairman of the board by the vice chairman or chief executive officer, but
such special meetings may not be called by any other person or persons.

If a special meeting is called by any person or persons other than the
board of directors, the request shall be in writing, specifying the time of
such meeting and the general nature of the business proposed to be
transacted, and shall be delivered personally or sent by registered mail or
by telegraphic or other facsimile transmission to the chairman of the board,
vice chairman, chief executive officer, president, or the secretary of the
corporation. No business may be transacted at such special meeting otherwise
than specified in such notice. The officer receiving the request shall cause
notice to be promptly given to the stockholders entitled to vote, in
accordance with the provisions of Sections 2.5 and 2.6, that a meeting will
be held at the time requested by the person or persons who called the
meeting, not less than ten (10) nor more than sixty (60) days after the
receipt of the request. If the notice is not given within twenty (20) days
after the receipt of the request, the person or persons requesting the
meeting may give the notice. Nothing contained in this paragraph of this
Section 2.3 shall be construed as limiting, fixing, or affecting the time
when a meeting of stockholders called by action of the board of directors may
be held.

2.4 ORGANIZATION

Meetings of stockholders shall be presided over by the chairman of the
board, if any, or in his absence by the vice chairman of the board, if any,
or in his absence by the chief executive officer, if any, or in his absence
by the president, if any, or in his absence a vice president, or in the
absence of the foregoing persons by a chairman designated by the board of
directors, or in the absence of such

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designation by a chairman chosen at the meeting. The secretary shall act as
secretary of the meeting, but in his absence the chairman of the meeting may
appoint any person to act as secretary of the meeting.

2.5 NOTICE OF STOCKHOLDERS' MEETINGS

Except as set forth in Section 2.3, all notices of meetings of
stockholders shall be sent or otherwise given in accordance with Section 2.6
of these Bylaws not less than ten (10) nor more than sixty (60) days before
the date of the meeting. The notice shall specify the place, date, and hour
of the meeting and (i) in the case of a special meeting, the general nature
of the business to be transacted (no business other than that specified in
the notice may be transacted) or (ii) in the case of the annual meeting,
those matters which the board of directors, at the time of giving the notice,
intends to present for action by the stockholders (but any proper matter may
be presented at the meeting for such action). The notice of any meeting at
which directors are to be elected shall include the name of any nominee or
nominees who, at the time of the notice, the board intends to present for
election.

2.6 MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE

Written notice of any meeting of stockholders shall be given either
personally or by first-class mail or by telegraphic or other written
communication. Notices not personally delivered shall be sent charges
prepaid and shall be addressed to the stockholder at the address of that
stockholder appearing on the books of the corporation or given by the
stockholder to the corporation for the purpose of notice. If no such address
appears on the corporation's books or is given, notice shall be deemed to
have been given if sent to that stockholder by mail or telegraphic or other
written communication to the corporation's principal executive office, or if
published at least once in a newspaper of general circulation in the county
where that office is located. Notice shall be deemed to have been given at
the time when delivered personally or deposited in the mail or sent by
telegram or other means of written communication.

An affidavit of the mailing or other means of giving any notice of any
stockholders' meeting, executed by the secretary, assistant secretary or any
transfer agent of the corporation giving the notice, shall be prima facie
evidence of the giving of such notice.

2.7 QUORUM

The presence in person or by proxy of the holders of a majority the
voting power of the shares entitled to vote thereat constitutes a quorum for
the transaction of business at all meetings of stockholders; provided,
however, that in the case of any vote to be taken by classes, the holders of
a majority of the votes entitled to be cast by the stockholders of a
particular class shall constitute a quorum for the transaction of business by
such class. The stockholders present at a duly called or held meeting at
which a quorum is present may continue to do business until adjournment,
notwithstanding the withdrawal of enough stockholders to leave less than a
quorum, if any action

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taken (other than adjournment) is approved by at least a majority of the
voting power of the shares required to constitute a quorum.

2.8 ADJOURNED MEETING; NOTICE

Any stockholders' meeting, annual or special, whether or not a quorum is
present, may be adjourned from time to time by the vote of the majority of
the voting power of the shares represented at that meeting, either in person
or by proxy. In the absence of a quorum, no other business may be transacted
at that meeting except as provided in Section 2.7 of these Bylaws.

When any meeting of stockholders, either annual or special, is adjourned
to another time or place, notice need not be given of the adjourned meeting
if the time and place are announced at the meeting at which the adjournment
is taken. However, if a new record date for the adjourned meeting is fixed or
if the adjournment is for more than thirty (30) days from the date set for
the original meeting, then notice of the adjourned meeting shall be given.
Notice of any such adjourned meeting shall be given to each stockholder of
record entitled to vote at the adjourned meeting in accordance with the
provisions of Sections 2.5 and 2.6 of these Bylaws. At any adjourned meeting
the corporation may transact any business which might have been transacted at
the original meeting.

2.9 VOTING

Voting at any meeting of stockholders need not be by ballot; provided,
however, that elections for directors shall be by written ballot, unless
otherwise provided for in the Certificate of Incorporation.

The stockholders entitled to vote at any meeting of stockholders shall
be determined in accordance with the provisions of Section 2.11 of these
Bylaws, subject to the provisions of Sections 217 and 218 of the General
Corporation Law of Delaware (relating to voting rights of fiduciaries,
pledgors and joint owners, and to voting trusts and other voting agreements).

Except as may be otherwise provided in the Certificate of Incorporation,
each stockholder shall be entitled to one vote for each share of capital
stock held by such stockholder.

Any stockholder entitled to vote on any matter may vote part of the
shares in favor of the proposal and refrain from voting the remaining shares
or, except when the matter is the election of directors, may vote them
against the proposal; but if the stockholder fails to specify the number of
shares which the stockholder is voting affirmatively, it will be conclusively
presumed that the stockholder's approving vote is with respect to all shares
which the stockholder is entitled to vote.

If a quorum is present, the affirmative vote of the voting power of the
shares represented, in person or by proxy, and voting at a duly held meeting
(which shares voting affirmatively also constitute at least a majority of the
voting power of the required quorum) shall be the act of the

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stockholders, unless the vote of a greater number or a vote by classes is
required by law or by the Certificate of Incorporation.

2.10 VALIDATION OF MEETINGS; WAIVER OF NOTICE; CONSENT

The transactions of any meeting of stockholders, either annual or
special, however called and noticed, and wherever held, shall be as valid as
though they had been taken at a meeting duly held after regular call and
notice, if a quorum be present either in person or by proxy, and if, either
before or after the meeting, each person entitled to vote, who was not
present in person or by proxy, signs a written waiver of notice or a consent
to the holding of the meeting or an approval of the minutes thereof. The
waiver of notice or consent or approval need not specify either the business
to be transacted or the purpose of any annual or special meeting of
stockholders. All such waivers, consents, and approvals shall be filed with
the corporate records or made a part of the minutes of the meeting.

Attendance by a person at a meeting shall also constitute a waiver of
notice of and presence at that meeting, except when the person objects at the
beginning of the meeting to the transaction of any business because the
meeting is not lawfully called or convened. Attendance at a meeting is not a
waiver of any right to object to the consideration of matters required by law
to be included in the notice of the meeting but not so included, if that
objection is expressly made at the meeting.

2.11 RECORD DATE FOR STOCKHOLDER NOTICE; VOTING; GIVING CONSENTS

For purposes of determining the stockholders entitled to notice of any
meeting or to vote thereat or entitled to give consent to corporate action
without a meeting, the board of directors may fix, in advance, a record date,
which shall not be more than sixty (60) days nor less than ten (10) days
before the date of any such meeting, and in such event only stockholders of
record on the date so fixed are entitled to notice and to vote,
notwithstanding any transfer of any shares on the books of the corporation
after the record date.

If the board of directors does not so fix a record date, the record date
for determining stockholders entitled to notice of or to vote at a meeting of
stockholders shall be at the close of business on the business day next
preceding the day on which notice is given, or, if notice is waived, at the
close of business on the business day next preceding the day on which the
meeting is held.

The record date for any other purpose shall be as provided in Article
VIII of these Bylaws.

2.12 PROXIES

Every person entitled to vote for Directors, or on any other matter,
shall have the right to do so either in person or by one or more agents
authorized by a written proxy signed by the person and filed with the
Secretary of the corporation, but no such proxy shall be voted or acted upon
after three

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(3) years from its date, unless the proxy provides for a longer period. A
proxy shall be deemed signed if the stockholder's name is placed on the proxy
(whether by manual signature, typewriting, telegraphic transmission or
otherwise) by the stockholder or the stockholder's attorney-in-fact. A duly
executed proxy shall be irrevocable if it states that it is irrevocable and
if, and only as long as, it is coupled with an interest sufficient in law to
support an irrevocable power. A stockholder may revoke any proxy which is
not irrevocable by attending the meeting and voting in person or by filing an
instrument in writing revoking the proxy or another duly executed proxy
bearing a later date with the secretary of the corporation.

2.13 INSPECTORS OF ELECTION

Before any meeting of stockholders, the board of directors may appoint
an inspector or inspectors of election to act at the meeting or its
adjournment. If no inspector of election is so appointed, then the chairman
of the meeting may, and on the request of any stockholder or a stockholder's
proxy shall, appoint an inspector or inspectors of election to act at the
meeting. The number of inspectors shall be either one (1) or three (3). If
inspectors are appointed at a meeting pursuant to the request of one (1) or
more stockholders or proxies, then the holders of a majority of the voting
power of shares or their proxies present at the meeting shall determine
whether one (1) or three (3) inspectors are to be appointed. If any person
appointed as inspector fails to appear or fails or refuses to act, then the
chairman of the meeting may, and upon the request of any stockholder or a
stockholder's proxy shall, appoint a person to fill that vacancy.

Such inspectors shall:

(a) determine the number of shares outstanding and the voting
power of each, the number of shares represented at the meeting, the existence
of a quorum, and the authenticity, validity, and effect of proxies;

(b) receive votes, ballots or consents;

(d) count and tabulate all votes or consents;

(e) determine when the polls shall close;

(f) determine the result; and

(g) do any other acts that may be proper to conduct the election
or vote with fairness to all stockholders.

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ARTICLE III

DIRECTORS

3.1 POWERS

Subject to the provisions of the General Corporation Law of Delaware and
to any limitations in the Certificate of Incorporation or these Bylaws
relating to action required to be approved by the stockholders or by the
outstanding shares, the business and affairs of the corporation shall be
managed and all corporate powers shall be exercised by or under the direction
of the board of directors.

3.2 NUMBER AND TERM OF OFFICE

The number of directors shall be not less than five (5) nor more than
eleven (11). The definite number of directors shall be eight (8) until
changed in accordance with the terms of this Section 3.2. An indefinite
number of directors may be fixed, or the definite number of directors may be
changed, by a duly adopted amendment to the Certificate of Incorporation or
by an amendment to this bylaw adopted by the vote of holders of a majority of
the voting power of the outstanding shares entitled to vote or by resolution
of a majority of the board of directors.

No reduction of the authorized number of directors shall have the effect
of removing any director before that director's term of office expires. If
for any cause, the directors shall not have been elected at an annual
meeting, they may be elected as soon thereafter as convenient at a special
meeting of the stockholders called for that purpose in the manner provided in
these Bylaws.

3.3 RESIGNATION AND VACANCIES

Any director may resign effective on giving written notice to the
chairman of the board, the vice chairman of the board, the chief executive
officer, the secretary or the board of directors, unless the notice specifies
a later time for that resignation to become effective. If the resignation of
a director is effective at a future time, the board of directors may elect a
successor to take office when the resignation becomes effective.

Unless otherwise provided in the Certificate of Incorporation or
these Bylaws, vacancies in the board of directors may be filled by a majority
of the remaining directors, even if less than a quorum, or by a sole
remaining director; however, a vacancy created by the removal of a director
by the vote or written consent of the stockholders or by court order may be
filled only by the affirmative vote of a majority of the voting power of
shares represented and voting at a duly held meeting at which a quorum is
present (which shares voting affirmatively also constitute a majority of the
required quorum). Each director so elected shall hold office until the next
annual meeting of the stockholders and until a successor has been elected and
qualified.

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Unless otherwise provided in the Certificate of Incorporation or these
Bylaws:

(i) Vacancies and newly created directorships resulting from
any increase in the authorized number of directors elected by all of the
stockholders having the right to vote as a single class may be filled by a
majority of the directors then in office, although less than a quorum, or by
a sole remaining director.

(ii) Whenever the holders of any class or classes of stock or
series thereof are entitled to elect one or more directors by the provisions
of the Certificate of Incorporation, vacancies and newly created
directorships of such class or classes or series may be filled by a majority
of the directors elected by such class or classes or series thereof then in
office, or by a sole remaining director so elected.

If at any time, by reason of death or resignation or other cause, the
corporation should have no directors in office, then any officer or any
stockholder or an executor, administrator, trustee or guardian of a
stockholder, or other fiduciary entrusted with like responsibility for the
person or estate of a stockholder, may call a special meeting of stockholders
in accordance with the provisions of the Certificate of Incorporation or
these Bylaws, or may apply to the Court of Chancery for a decree summarily
ordering an election as provided in Section 211 of the General Corporation
Law of Delaware.

If, at the time of filling any vacancy or any newly created
directorship, the directors then in office constitute less than a majority of
the whole board (as constituted immediately prior to any such increase), then
the Court of Chancery may, upon application of any stockholder or
stockholders holding at least ten percent (10%) of the total number of the
then outstanding shares having the right to vote for such directors,
summarily order an election to be held to fill any such vacancies or newly
created directorships, or to replace the directors chosen by the directors
then in office as aforesaid, which election shall be governed by the
provisions of Section 211 of the General Corporation Law of Delaware as far
as applicable.

3.4 REMOVAL

Subject to Section 3.3 and any limitations imposed by law, and unless
otherwise provided in the Certificate of Incorporation, the board of
directors, or any individual director, may be removed from office at any time
by the affirmative vote of the holders of at least a majority of the voting
power of the then outstanding shares of the capital stock of the corporation
entitled to vote at an election of directors.

3.5 PLACE OF MEETINGS; MEETINGS BY TELEPHONE

Regular meetings of the board of directors may be held at any place
within or outside the State of Delaware that has been designated from time to
time by resolution of the board of directors. In the absence of such a
designation, regular meetings shall be held at the principal executive office

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of the corporation. Special meetings of the board of directors may be held
at any place within or outside the State of Delaware that has been designated
in the notice of the meeting or, if not stated in the notice or if there is
no notice, at the principal executive office of the corporation.

Any meeting, regular or special, may be held by conference telephone or
similar communication equipment, so long as all directors participating in
the meeting can hear one another; and all such directors shall be deemed to
be present in person at the meeting.

3.6 FIRST MEETINGS

The first meeting of each newly elected board of directors shall be held
at such time and place as shall be fixed by the vote of the stockholders at
the annual meeting and no notice of such meeting shall be necessary to the
newly elected directors in order legally to constitute the meeting, provided
a quorum shall be present. In the event of the failure of the stockholders to
fix the time or place of such first meeting of the newly elected board of
directors, or in the event such meeting is not held at the time and place so
fixed by the stockholders, the meeting may be held at such time and place as
shall be specified in a notice given as hereinafter provided for special
meetings of the board of directors, or as shall be specified in a written
waiver signed by all of the directors.

3.7 REGULAR MEETINGS

Regular meetings of the board of directors may be held without notice if
the times of such meetings are fixed by the board of directors.

3.8 SPECIAL MEETINGS; NOTICE

Special meetings of the board of directors for any purpose or purposes
may be called at any time by the chairman of the board, or in the absence of
the chairman of the board by the vice chairman or chief executive officer or
any four directors.

Notice of the time and place of special meetings shall be delivered
personally or by telephone to each director or sent by first-class mail or
telegram, charges prepaid, addressed to each director at that director's
address as it is shown on the records of the corporation. If the notice is
mailed, it shall be deposited in the United States mail at least seven (7)
days before the time of the holding of the meeting. If the notice is
delivered personally or by telephone or telegram, it shall be delivered
personally or by telephone or to the telegraph company at least seventy-two
(48) hours before the time of the holding of the meeting. Any oral notice
given personally or by telephone may be communicated either to the director
or to a person at the office of the director who the person giving the notice
has reason to believe will promptly communicate it to the director. The
notice need not specify the purpose or the place of the meeting, if the
meeting is to be held at the principal executive office of the corporation.

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3.9 QUORUM

A majority of the authorized number of directors shall constitute a
quorum for the transaction of business, except to adjourn as provided in
Section 3.12 of these Bylaws. Every act or decision done or made by a
majority of the directors present at a duly held meeting at which a quorum is
present shall be regarded as the act of the board of directors, subject to
the provisions of the Certificate of Incorporation and applicable law.

A meeting at which a quorum is initially present may continue to
transact business notwithstanding the withdrawal of directors, if any action
taken is approved by at least a majority of the required quorum for that
meeting.

3.10 WAIVER OF NOTICE

Notice of a meeting need not be given to any director (i) who signs a
waiver of notice or a consent to holding the meeting or an approval of the
minutes thereof, whether before or after the meeting, or (ii) who attends the
meeting without protesting, prior thereto or at its commencement, the lack of
notice to such directors. All such waivers, consents, and approvals shall be
filed with the corporate records or made part of the minutes of the meeting.
A waiver of notice need not specify the purpose of any regular or special
meeting of the board of directors.

3.11 ADJOURNMENT

A majority of the directors present, whether or not constituting a
quorum, may adjourn any meeting to another time and place.

3.12 NOTICE OF ADJOURNMENT

Notice of the time and place of holding an adjourned meeting need not be
given if announced unless the meeting is adjourned for more than twenty-four
(24) hours. If the meeting is adjourned for more than twenty-four (24)
hours, then notice of the time and place of the adjourned meeting shall be
given before the adjourned meeting takes place, in the manner specified in
Section 3.9 of these Bylaws, to the directors who were not present at the
time of the adjournment.

3.13 BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING

Any action required or permitted to be taken by the board of directors
may be taken without a meeting, provided that all members of the board of
directors individually or collectively consent in writing to that action.
Such action by written consent shall have the same force and effect as a
unanimous vote of the board of directors. Such written consent and any
counterparts thereof shall be filed with the minutes of the proceedings of
the board.

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3.14 ORGANIZATION

Meetings of the board of directors shall be presided over by the
chairman of the board, if any, or in his absence by the vice chairman of the
board, if any, or in his absence by the chief executive officer, or in their
absence by a chairman chosen at the meeting. The secretary shall act as
secretary of the meeting, but in his absence the chairman of the meeting may
appoint any person to act as secretary of the meeting.

3.15 FEES AND COMPENSATION OF DIRECTORS

Directors and members of committees may receive such compensation, if
any, for their services and such reimbursement of expenses as may be fixed or
determined by resolution of the board of directors. This Section 3.16 shall
not be construed to preclude any director from serving the corporation in any
other capacity as an officer, agent, employee or otherwise and receiving
compensation for those services.

3.16 APPROVAL OF LOANS TO OFFICERS

The corporation may lend money to, or guarantee any obligation of, or
otherwise assist any officer or other employee of the corporation or of its
subsidiary, including any officer or employee who is a director of the
corporation or its subsidiary, whenever, in the judgment of the directors,
such loan, guaranty or assistance may reasonably be expected to benefit the
corporation. The loan, guaranty or other assistance may be with or without
interest and may be unsecured, or secured in such manner as the board of
directors shall approve, including, without limitation, a pledge of shares of
stock of the corporation. Nothing contained in this section shall be deemed
to deny, limit or restrict the powers of guaranty or warranty of the
corporation at common law or under any statute.

ARTICLE IV

COMMITTEES

4.1 COMMITTEES OF DIRECTORS

The board of directors may, by resolution adopted by a majority of the
authorized number of directors, designate one (1) or more committees, each
consisting of two or more directors, to serve at the pleasure of the board of
directors. The board of directors may designate one (1) or more directors as
alternate members of any committee, who may replace any absent member at any
meeting of the committee. The appointment of members or alternate members of
a committee requires the vote of a majority of the authorized number of
directors. Any committee, to the extent provided in the resolution of the
board, shall have all the authority of the board, but no such committee shall
have the power or authority to (i) amend the Certificate of Incorporation
(except that a committee may, to the extent authorized in the resolution or
resolutions providing for the issuance of shares of stock

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adopted by the board of directors as provided in Section 151(a) of the
General Corporation Law of Delaware, fix any of the preferences or rights of
such shares relating to dividends, redemption, dissolution, any distribution
of assets of the corporation or the conversion into, or the exchange of such
shares for, shares of any other class or classes or any other series of the
same or any other class or classes of stock of the corporation), (ii) adopt
an agreement of merger or consolidation under Sections 251, 252, 255, 256,
257, 258, 263 or 264 of the General Corporation Law of Delaware, (iii)
recommend to the stockholders the sale, lease or exchange of all or
substantially all of the corporation's property and assets, (iv) recommend to
the stockholders a dissolution of the corporation or a revocation of a
dissolution, or (v) amend the Bylaws of the corporation; and, unless the
board resolution establishing the committee, the Bylaws or the Certificate of
Incorporation expressly so provide, no such committee shall have the power or
authority to declare a dividend, to authorize the issuance of stock, or to
adopt a certificate of ownership and merger pursuant to Section 253 of the
General Corporation Law of Delaware.

4.2 MEETINGS AND ACTION OF COMMITTEES

Meetings and actions of committees shall be governed by, and held and
taken in accordance with, the provisions of Article III of these Bylaws,
Section 3.6 (place of meetings), Section 3.8 (regular meetings), Section 3.9
(special meetings and notice), Section 3.10 (quorum), Section 3.11 (waiver of
notice), Section 3.12 (adjournment), Section 3.13 (notice of adjournment),
and Section 3.14 (action without meeting), with such changes in the context
of those Bylaws as are necessary to substitute the committee and its members
for the board of directors and its members; provided, however, that the time
of regular meetings of committees may be determined either by resolution of
the board of directors or by resolution of the committee, that special
meetings of committees may also be called by resolution of the board of
directors, and that notice of special meetings of committees shall also be
given to all alternate members, who shall have the right to attend all
meetings of the committee. The board of directors may adopt rules for the
government of any committee not inconsistent with the provisions of these
Bylaws.

ARTICLE V

OFFICERS

5.1 OFFICERS

The officers of the corporation shall be a chairman of the board, a vice
chairman of the board, a chief executive officer, a president, a secretary
and a chief financial officer. The corporation may also have, at the
discretion of the board of directors, one or more vice presidents, one or
more assistant secretaries, one or more assistant treasurers, and such other
officers as may be appointed in accordance with the provisions of Section 5.3
of these Bylaws. Any number of offices may be held by the same person.

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5.2 ELECTION OF OFFICERS

The officers of the corporation, except such officers as may be
appointed in accordance with the provisions of Section 5.3 or Section 5.5 of
these Bylaws, shall be chosen by the board of directors, subject to the
rights, if any, of an officer under any contract of employment.

5.3 SUBORDINATE OFFICERS

The board of directors may appoint, or may empower the chief executive
officer to appoint, such other officers as the business of the corporation
may require, each of whom shall hold office for such period, have such
authority, and perform such duties as are provided in these Bylaws or as the
board of directors may from time to time determine.

5.4 REMOVAL AND RESIGNATION OF OFFICERS

Subject to the rights, if any, of an officer under any contract of
employment, any officer may be removed, either with or without cause, by the
board of directors at any regular or special meeting of the board or, except
in case of an officer chosen by the board of directors, by any officer upon
whom such power of removal may be conferred by the board of directors.

Any officer may resign at any time by giving written notice to the
corporation. Any resignation shall take effect at the date of the receipt of
that notice or at any later time specified in that notice; and, unless
otherwise specified in that notice, the acceptance of the resignation shall
not be necessary to make it effective. Any resignation is without prejudice
to the rights, if any, of the corporation under any contract to which the
officer is a party.

5.5 VACANCIES IN OFFICES

A vacancy in any office because of death, resignation, removal,
disqualification or any other cause shall be filled in the manner prescribed
in these Bylaws for regular appointments to that office.

5.6 CHAIRMAN OF THE BOARD

The chairman of the board, if such an officer be elected, shall serve as
the corporation's general manager, and shall have general supervision,
direction and control of the corporation's business and its officers, and, if
present, preside at meetings of the stockholders and the board of directors
and exercise and perform such other powers and duties as may from time to
time be assigned to him by the board of directors or as may be prescribed by
these Bylaws. If there is no chief executive officer, then the chairman of
the board shall also be the chief executive officer of the corporation and
shall have the powers and duties prescribed in Section 5.7 of these Bylaws.
The chairman of the board shall report to the board of directors.

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5.7 CHIEF EXECUTIVE OFFICER

Subject to such supervisory powers, if any, as may be given by the board
of directors to the chairman of the board, if there be such an officer, the
chief executive officer of the corporation shall, subject to the control of
the board of directors, have general supervision, direction, and control of
the business and the officers of the corporation. He shall preside at all
meetings of the stockholders and, in the absence or nonexistence of a
chairman of the board, at all meetings of the board of directors. He shall
have the general powers and duties of management usually vested in the chief
executive officer of a corporation, and shall have such other powers and
duties as may be prescribed by the board of directors or these Bylaws.

5.8 PRESIDENT

The president may assume and perform the duties of the chief executive
officer in the absence or disability of the chief executive officer or
whenever the office of the chief executive officer is vacant. The president
of the corporation shall exercise and perform such powers and duties as may
from time to time be assigned to him by the board of directors or as may be
prescribed by these Bylaws. The president shall have authority to execute in
the name of the corporation bonds, contracts, deeds, leases and other written
instruments to be executed by the corporation. In the absence or nonexistence
of the chairman of the board and chief executive officer, he shall preside at
all meetings of the stockholders and, in the absence or nonexistence of a
chairman of the board and the chief executive officer, at all meetings of the
board of directors and shall perform such other duties as the board of
directors may from time to time determine.

5.9 VICE PRESIDENTS

In the absence or disability of the president, the vice presidents, if
any, in order of their rank as fixed by the board of directors or, if not
ranked, a vice president designated by the board of directors, shall perform
all the duties of the president and when so acting shall have all the powers
of, and be subject to all the restrictions upon, the president. The vice
presidents shall have such other powers and perform such other duties as from
time to time may be prescribed for them respectively by the board of
directors, these Bylaws, the chairman of the board or the chief executive
officer.

5.10 SECRETARY

The secretary shall keep or cause to be kept, at the principal executive
office of the corporation or such other place as the board of directors may
direct, a book of minutes of all meetings and actions of directors,
committees of directors and stockholders. The minutes shall show the time
and place of each meeting, whether regular or special (and, if special, how
authorized and the notice given), the names of those present at directors'
meetings or committee meetings, the number of shares present or represented
at stockholders' meetings, and the proceedings thereof.

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The secretary shall keep, or cause to be kept, at the principal
executive office of the corporation or at the office of the corporation's
transfer agent or registrar, as determined by resolution of the board of
directors, a share register, or a duplicate share register, showing the names
of all stockholders and their addresses, the number and classes of shares
held by each, the number and date of certificates evidencing such shares, and
the number and date of cancellation of every certificate surrendered for
cancellation.

The secretary shall give, or cause to be given, notice of all meetings
of the stockholders and of the board of directors required to be given by law
or by these Bylaws. He or she shall keep the seal of the corporation, if one
be adopted, in safe custody and shall have such other powers and perform such
other duties as may be prescribed by the board of directors or by these
Bylaws.

5.11 CHIEF FINANCIAL OFFICER

The chief financial officer shall keep and maintain, or cause to be kept
and maintained, adequate and correct books and records of accounts of the
properties and business transactions of the corporation, including accounts
of its assets, liabilities, receipts, disbursements, gains, losses, capital,
retained earnings and shares. The books of account shall at all reasonable
times be open to inspection by any director.

The chief financial officer shall deposit all money and other valuables
in the name and to the credit of the corporation with such depositaries as
may be designated by the board of directors. He or she shall disburse the
funds of the corporation as may be ordered by the board of directors, shall
render to the chief executive officer and directors, whenever they request
it, an account of all of his or her transactions as chief financial officer
and of the financial condition of the corporation, and shall have such other
powers and perform such other duties as may be prescribed by the board of
directors or these Bylaws.

ARTICLE VI

INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND OTHER AGENTS

6.1 INDEMNIFICATION OF DIRECTORS AND OFFICERS

The corporation shall, to the maximum extent and in the manner permitted
by the General Corporation Law of Delaware, indemnify each of its directors
and officers against expenses (including attorneys' fees), judgments, fines,
settlements and other amounts actually and reasonably incurred in connection
with any proceeding, arising by reason of the fact that such person is or was
an agent of the corporation; provided, however, that the corporation may
modify the extent of such indemnification by individual contracts with its
directors and executive officers and, provided, further, that the corporation
shall not be required to indemnify any director or officer in connection with
any proceeding (or part thereof) initiated by such person unless (i) such
indemnification is

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expressly required to be made by law, (ii) the proceeding was authorized by
the board of directors of the corporation, (iii) such indemnification is
provided by the corporation, in its sole discretion, pursuant to the powers
vested in the corporation under the General Corporation Law of Delaware or
(iv) such indemnification is required to be made pursuant to an individual
contract. For purposes of this Section 6.1, a "director" or "officer" of the
corporation includes any person (i) who is or was a director or officer of
the corporation, (ii) who is or was serving at the request of the corporation
as a director or officer of another corporation, partnership, joint venture,
trust or other enterprise, or (iii) who was a director or officer of a
corporation which was a predecessor corporation of the corporation or of
another enterprise at the request of such predecessor corporation.

6.2 INDEMNIFICATION OF OTHERS

The corporation shall have the power, to the maximum extent and in the
manner permitted by the General Corporation Law of Delaware, to indemnify
each of its employees and agents (other than directors and officers) against
expenses (including attorneys' fees), judgments, fines, settlements and other
amounts actually and reasonably incurred in connection with any proceeding,
arising by reason of the fact that such person is or was an agent of the
corporation. For purposes of this Section 6.2, an "employee" or "agent" of
the corporation (other than a director or officer) includes any person (i)
who is or was an employee or agent of the corporation, (ii) who is or was
serving at the request of the corporation as an employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, or (iii)
who was an employee or agent of a corporation which was a predecessor
corporation of the corporation or of another enterprise at the request of
such predecessor corporation.

6.3 INSURANCE

The corporation may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any liability asserted
against him or her and incurred by him or her in any such capacity, or
arising out of his or her status as such, whether or not the corporation
would have the power to indemnify him or her against such liability under the
provisions of the General Corporation Law of Delaware.

6.4 EXPENSES

The corporation shall advance to any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative,
by reason of the fact that he or she is or was a director or officer, of the
corporation, or is or was serving at the request of the corporation as a
director or officer of another corporation, partnership, joint venture, trust
or other enterprise, prior to the final disposition of the proceeding,
promptly following request therefor, all expenses incurred by any director or
officer in connection with such proceeding upon receipt of an undertaking by
or on behalf of such

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person to repay said amounts if it should be determined ultimately that such
person is not entitled to be indemnified under this Bylaw or otherwise.

Notwithstanding the foregoing, unless otherwise determined pursuant to
Section 6.5, no advance shall be made by the corporation to an officer of the
corporation (except by reason of the fact that such officer is or was a
director of the corporation in which event this paragraph shall not apply) in
any action, suit or proceeding, whether civil, criminal, administrative or
investigative, if a determination is reasonably and promptly made (i) by the
board of directors by a majority vote of a quorum consisting of directors who
were not parties to the proceeding, or (ii) if such quorum is not obtainable,
or, even if obtainable, a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion, that the facts known to the
decision-making party at the time such determination is made demonstrate
clearly and convincingly that such person acted in bad faith or in a manner
that such person did not believe to be in or not opposed to the best
interests of the corporation.

6.5 NON-EXCLUSIVITY OF RIGHTS

The rights conferred on any person by this Article VI shall not be
exclusive of any other right which such person may have or hereafter acquire
under any statute, provision of the Certificate of Incorporation, Bylaw,
agreement, vote of stockholders or disinterested directors or otherwise, both
as to action in such person's official capacity and as to action in another
capacity while holding office. The corporation is specifically authorized to
enter into individual contracts with any or all of its directors, officers,
employees or agents respecting indemnification and advances, to the fullest
extent not prohibited by the General Corporation Law of Delaware.

6.6 SURVIVAL OF RIGHTS

The rights conferred on any person by this Bylaw shall continue as to a
person who has ceased to be a director, officer, employee or other agent and
shall inure to the benefit of the heirs, executors and administrators of such
person.

6.7 AMENDMENTS

Any repeal or modification of this Bylaw shall be prospective only and
shall not affect the rights under this Bylaw as in effect at the time of the
alleged occurrence of any action or omission to act that is the cause of any
proceeding against any agent of the corporation.

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ARTICLE VII

RECORDS AND REPORTS

7.1 MAINTENANCE AND INSPECTION OF RECORDS

The corporation shall, either at its principal executive office or at
such place or places as designated by the board of directors, keep a record
of its stockholders listing their names and addresses and the number and
class of shares held by each stockholder, a copy of these Bylaws as amended
to date, accounting books and other records.

Any stockholder of record, in person or by attorney or other agent,
shall, upon written demand under oath stating the purpose thereof, have the
right during the usual hours for business to inspect for any proper purpose
the corporation's stock ledger, a list of its stockholders, and its other
books and records and to make copies or extracts therefrom. A proper purpose
shall mean a purpose reasonably related to such person's interest as a
stockholder. In every instance where an attorney or other agent is the
person who seeks the right to inspection, the demand under oath shall be
accompanied by a power of attorney or such other writing that authorizes the
attorney or other agent to so act on behalf of the stockholder. The demand
under oath shall be directed to the corporation at its registered office in
Delaware or at its principal place of business.

The officer who has charge of the stock ledger of a corporation shall
prepare and make, at least ten (10) days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each
stockholder. Such list shall be open to the examination of any stockholder,
for any purpose germane to the meeting, during ordinary business hours, for a
period of at least ten (10) days prior to the meeting, either at a place
within the city where the meeting is to be held, which place shall be
specified in the notice of the meeting, or, if not so specified, at the place
where the meeting is to be held. The list shall also be produced and kept at
the time and place of the meeting during the whole time thereof, and may be
inspected by any stockholder who is present.

7.2 INSPECTION BY DIRECTORS

Any director shall have the right to examine the corporation's stock
ledger, a list of its stockholders and its other books and records for a
purpose reasonably related to his or her position as a director. The Court of
Chancery is hereby vested with the exclusive jurisdiction to determine
whether a director is entitled to the inspection sought. The Court may
summarily order the corporation to permit the director to inspect any and all
books and records, the stock ledger, and the stock list and to make copies or
extracts therefrom. The Court may, in its discretion, prescribe any
limitations or conditions with reference to the inspection, or award such
other and further relief as the Court may deem just and proper.

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7.3 ANNUAL STATEMENT TO STOCKHOLDERS

The board of directors shall present at each annual meeting, and at any
special meeting of the stockholders when called for by vote of the
stockholders, a full and clear statement of the business and condition of the
corporation.

7.4 REPRESENTATION OF SHARES OF OTHER CORPORATIONS

The chairman of the board, the vice chairman, the chief executive
officer, the president, any vice president, the chief financial officer, the
secretary or assistant secretary of this corporation, or any other person
authorized by the board of directors or the chief executive officer or the
president or a vice president, is authorized to vote, represent, and exercise
on behalf of this corporation all rights incident to any and all shares of
any other corporation or corporations standing in the name of this
corporation. The authority herein granted may be exercised either by such
person directly or by any other person authorized to do so by proxy or power
of attorney duly executed by such person having the authority.

ARTICLE VIII

GENERAL MATTERS

8.1 RECORD DATE FOR PURPOSES OTHER THAN NOTICE AND VOTING

For purposes of determining the stockholders entitled to receive payment
of any dividend or other distribution or allotment of any rights or the
stockholders entitled to exercise any rights in respect of any other lawful
action, the board of directors may fix, in advance, a record date, which
shall not be more than sixty (60) days before any such action. In that case,
only stockholders of record at the close of business on the date so fixed are
entitled to receive the dividend, distribution or allotment of rights, or to
exercise such rights, as the case may be, notwithstanding any transfer of any
shares on the books of the corporation after the record date so fixed, except
as otherwise provided by law.

If the board of directors does not so fix a record date, then the record
date for determining stockholders for any such purpose shall be at the close
of business on the day on which the board adopts the applicable resolution or
the sixtieth (60th) day before the date of that action, whichever is later.

8.2 CHECKS; DRAFTS; EVIDENCES OF INDEBTEDNESS

From time to time, the board of directors shall determine by resolution
which person or persons may sign or endorse all checks, drafts, other orders
for payment of money, notes or other evidences of indebtedness that are
issued in the name of or payable to the corporation, and only the persons so
authorized shall sign or endorse those instruments.

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8.3 CORPORATE CONTRACTS AND INSTRUMENTS: HOW EXECUTED

The board of directors, except as otherwise provided in these Bylaws,
may authorize any officer or officers, or agent or agents, to enter into any
contract or execute any instrument in the name of and on behalf of the
corporation; such authority may be general or confined to specific instances.
Unless so authorized or ratified by the board of directors or within the
agency power of an officer, no officer, agent or employee shall have any
power or authority to bind the corporation by any contract or engagement or
to pledge its credit or to render it liable for any purpose or for any amount.

8.4 STOCK CERTIFICATES; PARTLY PAID SHARES

The shares of a corporation shall be represented by certificates,
provided that the board of directors of the corporation may provide by
resolution or resolutions that some or all of any or all classes or series of
its stock shall be uncertificated shares. Any such resolution shall not
apply to shares represented by a certificate until such certificate is
surrendered to the corporation. Notwithstanding the adoption of such a
resolution by the board of directors, every holder of stock represented by
certificates and upon request every holder of uncertificated shares shall be
entitled to have a certificate signed by, or in the name of the corporation
by, the chairman or vice-chairman of the board of directors, or the chief
executive officer or the president or vice-president, and by the chief
financial officer, the secretary or an assistant secretary of such
corporation representing the number of shares registered in certificate form.
Any or all of the signatures on the certificate may be a facsimile. In case
any officer, transfer agent or registrar who has signed or whose facsimile
signature has been placed upon a certificate has ceased to be such officer,
transfer agent or registrar before such certificate is issued, it may be
issued by the corporation with the same effect as if he or she were such
officer, transfer agent or registrar at the date of issue.

The corporation may issue the whole or any part of its shares as partly
paid and subject to call for the remainder of the consideration to be paid
therefor. Upon the face or back of each stock certificate issued to
represent any such partly paid shares, upon the books and records of the
corporation in the case of uncertificated partly paid shares, the total
amount of the consideration to be paid therefor and the amount paid thereon
shall be stated. Upon the declaration of any dividend on fully paid shares,
the corporation shall declare a dividend upon partly paid shares of the same
class, but only upon the basis of the percentage of the consideration
actually paid thereon.

8.5 SPECIAL DESIGNATION ON CERTIFICATES

If the corporation is authorized to issue more than one class of stock
or more than one series of any class, then the powers, the designations, the
preferences, and the relative, participating, optional or other special
rights of each class of stock or series thereof and the qualifications,
limitations or restrictions of such preferences and/or rights shall be set
forth in full or summarized on the face or back of the certificate that the
corporation shall issue to represent such class or series of stock; provided,
however, that, except as otherwise provided in Section 202 of the General

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Corporation Law of Delaware, in lieu of the foregoing requirements there may
be set forth on the face or back of the certificate that the corporation
shall issue to represent such class or series of stock a statement that the
corporation will furnish without charge to each stockholder who so requests
the powers, the designations, the preferences, and the relative,
participating, optional or other special rights of each class of stock or
series thereof and the qualifications, limitations or restrictions of such
preferences and/or rights.

8.6 LOST CERTIFICATES

Except as provided in this Section 8.6, no new certificates for shares
shall be issued to replace a previously issued certificate unless the latter
is surrendered to the corporation and canceled at the same time. The board
of directors may, in case any share certificate or certificate for any other
security is lost, stolen or destroyed, authorize the issuance of replacement
certificates on such terms and conditions as the board of directors may
require; in such case the board of directors may require indemnification of
the corporation secured by a bond or other adequate security sufficient to
protect the corporation against any claim that may be made against it,
including any expense or liability, on account of the alleged loss, theft or
destruction of the certificate or the issuance of the replacement certificate.

8.7 CONSTRUCTION; DEFINITIONS

Unless the context requires otherwise, the general provisions, rules of
construction, and definitions in the General Corporation Law of Delaware
shall govern the construction of these Bylaws. Without limiting the
generality of this provision, the singular number includes the plural, the
plural number includes the singular, and the term "person" includes both a
corporation and a natural person.

ARTICLE IX

AMENDMENTS

Subject to Section 6.7 hereof the Bylaws of the corporation may be
adopted, amended or repealed and new Bylaws adopted by the affirmative vote
of stockholders holding a majority of the voting power of stock entitled to
vote or by the board of directors.

ARTICLE X

DISSOLUTION

If it should be deemed advisable in the judgment of the board of
directors of the corporation that the corporation should be dissolved, the
board, after the adoption of a resolution to that effect by a majority of the
whole board at any meeting called for that purpose, shall cause notice to be
mailed

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to each stockholder entitled to vote thereon of the adoption of the
resolution and of a meeting of stockholders to take action upon the
resolution.

At the meeting a vote shall be taken for and against the proposed
dissolution. If a majority of the voting power of the outstanding stock of
the corporation entitled to vote thereon votes for the proposed dissolution,
then a certificate stating that the dissolution has been authorized in
accordance with the provisions of Section 275 of the General Corporation Law
of Delaware and setting forth the names and residences of the directors and
officers shall be executed, acknowledged and filed, and shall become
effective in accordance with Section 103 of the General Corporation Law of
Delaware. Upon such certificate's becoming effective in accordance with
Section 103 of the General Corporation Law of Delaware, the corporation shall
be dissolved.

Whenever stockholders holding a majority of the voting power of stock
entitled to vote on a dissolution consent in writing, either in person or by
duly authorized attorney, to a dissolution, no meeting of directors or
stockholders shall be necessary. The consent shall be filed and shall become
effective in accordance with Section 103 of the General Corporation Law of
Delaware. Upon such consent's becoming effective in accordance with Section
103 of the General Corporation Law of Delaware, the corporation shall be
dissolved. If the consent is signed by an attorney, then the original power
of attorney or a photocopy thereof shall be attached to and filed with the
consent. The consent filed with the Secretary of State shall have attached
to it the affidavit of the secretary or some other officer of the corporation
stating that the consent has been signed by or on behalf of all the
stockholders entitled to vote on a dissolution; in addition, there shall be
attached to the consent a certification by the secretary or some other
officer of the corporation setting forth the names and residences of the
directors and officers of the corporation.

ARTICLE XI

CUSTODIAN

11.1 APPOINTMENT OF A CUSTODIAN IN CERTAIN CASES

The Court of Chancery, upon application of any stockholder, may appoint
one or more persons to be custodians and, if the corporation is insolvent, to
be receivers, of and for the corporation when:

(i) at any meeting held for the election of directors the
stockholders are so divided that they have failed to elect successors to
directors whose terms have expired or would have expired upon qualification
of their successors; or

(ii) the business of the corporation is suffering or is
threatened with irreparable injury because the directors are so divided
respecting the management of the affairs of the corporation that the required
vote for action by the board of directors cannot be obtained and the
stockholders are unable to terminate this division; or

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(iii) the corporation has abandoned its business and has
failed within a reasonable time to take steps to dissolve, liquidate or
distribute its assets.

11.2 DUTIES OF CUSTODIAN

The custodian shall have all the powers and title of a receiver
appointed under Section 291 of the General Corporation Law of Delaware, but
the authority of the custodian shall be to continue the business of the
corporation and not to liquidate its affairs and distribute its assets,
except when the Court of Chancery otherwise orders and except in cases
arising under Sections 226(a)(3) or 352(a)(2) of the General Corporation Law
of Delaware.

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<PAGE>

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the "Agreement") is entered into by and
between FirstPak, Inc. (the "Company") and Gary S. Yellin ("Executive"), as
of the "Effective Time," as defined below.

RECITALS

A. The Company and each of Wisconsin Label Corporation, St. Louis
Lithographing Company, CalOptical Holding Corporation and Blake Printing &
Publishing ("Subsidiaries") have entered into Agreements and Plans of
Reorganization, dated as of July 17, 1997 (the "Merger Agreements"), pursuant
to which a wholly-owned subsidiary of the Company will merge with each
Subsidiary (the "Mergers") and each Subsidiary will thereby become a
wholly-owned subsidiary of the Company.

B. The business conducted by Subsidiaries prior to the date of the Merger
Agreement and the business to be conducted by the Company after the Effective
Time of the Merger consists of production and distribution of label and
packaging products.

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

1. EFFECTIVENESS OF AGREEMENT. This Agreement shall become effective
only upon the "Effective Time" as such term is defined in the Merger
Agreements (the "Effective Time"). In the event that each Merger Agreement
terminates prior to the Effective Time, this Agreement will be of no force or
effect. The Company and Executive agree that this Agreement shall govern the
terms and conditions of Executive's provision of services to the Company
(and/or its parent and/or subsidiaries) from and after the Effective Time.

2. TERM OF AGREEMENT. Unless terminated earlier in accordance with the
provisions of Section 7, this Agreement shall commence on the Effective Time
and shall end on the three-year anniversary of the Effective Time (the
"Employment Period").

3. DUTIES AND SCOPE OF EMPLOYMENT.

(a) POSITION; EMPLOYMENT COMMENCEMENT DATE; DUTIES. The Company
shall employ Executive as the Vice President, Business Development of the
Company.

(b) OBLIGATIONS. During the Employment Period, Executive shall
devote substantially all of his business efforts and time to the Company.
Executive agrees, during the Employment Period, not to actively engage in any
other employment, occupation or consulting activity for any direct or
indirect remuneration, other than to the extent that such activities do not
materially interfere with Executive's performance of his or her duties under
this Agreement, without the prior approval of the Board of Directors of the
Company (the "Board").

<PAGE>

4. EMPLOYEE BENEFITS. During the Employment Period, Executive shall be
eligible to participate in (i) all employee benefit plans currently and
hereafter maintained by the Company for senior management according to their
terms, and (ii) such other employee benefits as are set forth in this
Agreement.

5. COMPENSATION.

(a) BASE SALARY. During the Employment Period, the Company shall
pay the Executive as compensation for his services a base salary at the
annualized rate of $135,000 (the "Base Salary"). The Base Salary shall be
paid periodically in accordance with normal Company payroll practices and
subject to the usual, required withholding. Executive's Base Salary shall be
reviewed annually by the Board of Directors of the Company to determine
appropriate increases, if any, to the Base Salary. Executive understands and
agrees that neither his job performance nor promotions, commendations,
bonuses or the like from the Company give rise to or in any way serve as the
basis for modification, amendment, or extension, by implication or otherwise,
of this Agreement.

(b) BONUS. During the Employment Period Executive shall be
eligible to receive bonuses as determined by the Board or its Compensation
Committee, provided, however, that the determination and payment of any and
all bonuses shall be at the sole discretion of the Board. The Company shall
pay any and all bonuses referred to in this Agreement only at the same time
as bonuses are normally paid to senior management of the Company.

(c) EQUITY COMPENSATION. The board is granting Executive a stock
option to purchase 50,000 shares of the Company's common stock. The stock
option shall be subject to the terms and conditions of the 1997 Stock Plan
(the "Stock Plan") and standard form of the option agreement (the "Option
Agreement").

6. EXPENSES. The Company will pay or reimburse Executive for
reasonable travel, entertainment or other expenses incurred by Executive in
the furtherance of or in connection with the performance of Executive's
duties hereunder in accordance with the Company's established policies.

7. TERMINATION OF EMPLOYMENT.

(a) EARLY TERMINATION GENERALLY. The Company may terminate the
Executive's employment at any time prior to the expiration of the Employment
Period. If the Company terminates the Executive's employment prior to the
end the Employment Period without Cause (as defined below), if Executive
resigns prior to the end of the Employment Period for Good Reason (as defined
below) or if the Executive's employment is terminated prior to the end of the
Employment Period due to Executive's death or total and permanent disability,
the Executive shall be entitled to receive the payments and benefits referred
to in Paragraph 7(c) below (subject to the terms and conditions of said
Paragraph).

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<PAGE>

(b) TERMINATION FOR CAUSE OR VOLUNTARY RESIGNATION. In the event
the Company terminates Executive's employment with the Company for Cause (as
defined below) or the Executive voluntarily terminates employment with the
Company without Good Reason, then this Agreement shall terminate immediately
and Executive shall not be entitled to any benefits or compensation hereunder
arising after the date of such termination, and Executive shall only be
eligible for severance benefits in accordance with the Company's established
policies as then in effect.

For this purpose, "Cause" shall mean (i) a material breach by
Executive of any of his obligations under this Agreement and such breach
shall remain uncured for 10 business days after written notice is delivered
to Executive by the Company, (ii) any act by the Executive which constitutes
gross misconduct of a type and kind which is materially adverse to the
Company, (iii) a violation caused directly and intentionally by Executive of
a federal or state law, rule or regulation applicable to the business of the
Company of a type and kind that is materially adverse to the Company, or (iv)
the conviction of the Executive of, or entry by the Executive of a guilty or
no contest plea to, the commission of a crime involving moral turpitude or
any felony or the rendering of any civil judgement against Executive that
materially and adversely affects the Company's reputation.

(c) TERMINATION WITHOUT CAUSE; TERMINATION FOR GOOD REASON; DEATH;
DISABILITY. In the event (i) the Company terminates Executive's employment
with the Company other than for Cause, (ii) Executive terminates employment
for Good Reason, (iii) Executive's employment is terminated as a result of
Executive's death, or (iv) Executive's employment is terminated as a result
of Executive's permanent and total disability, the Company shall provide
Executive with the following benefits:

(i) SEVERANCE PAYMENTS. Subject to Executive entering into a
Release of Claims arising out of Executive's employment (in a form provided
by the Company and reasonably satisfactory to Executive), Executive shall be
entitled to Base Salary continuation payments, at the Base Salary rate in
effect at the date of termination, for thirty (30) months from the
Termination Date, to be paid periodically in accordance with the Company's
normal payroll policies.

(ii) CONTINUED EMPLOYEE BENEFITS. The Company shall provide to
Executive, subject to Executive and his dependents electing continuation
coverage under COBRA, one hundred percent (100%) Company-paid health, dental
and vision coverage at the same level of coverage as was provided to
Executive immediately prior to the date of termination until the earlier of
(x) thirty (30) months from the Termination Date, or (y) the date that the
Executive and his dependents become covered under another employer's group
health, dental and vision plans that provide Executive and his dependents
with comparable benefits and levels of coverage; and

<PAGE>

a "pooling-of-interests" transaction to become ineligible for such accounting
treatment under generally accepted accounting principles, as determined by
the Company's independent public accountants prior to such transaction,
Executive's stock options shall not have their vesting so accelerated.

For this purpose, "Good Reason" shall mean (i) without the
express written consent of the Executive, a material reduction of the
Executive's duties, authority or responsibilities, relative to the
Executive's duties, authority or responsibilities as in effect immediately
prior to such reduction, or the assignment to Executive of such reduced
duties, authority or responsibilities; (ii) a material breach of this
Agreement; (iii) a material reduction in benefits for which Executive is
eligible and in effect immediately prior to such reduction, other than a
reduction in the benefits of substantially all other similarly situated
employees of the Company; (iv) without the express written consent of the
Executive, the relocation of the Executive to a facility or a location more
than fifty (50) miles from the executive's then present location; and (v)
failure on the part of any successor of the Company to assume the Company's
obligations under this Agreement.

8. NONCOMPETE AGREEMENT. Concurrent with the execution of this
Agreement, Executive will execute the Noncompete Agreement in the form
attached hereto as Exhibit B (the "Noncompete Agreement").

9. EXCISE TAX PAYMENTS.

(a) In the event that the severance and other benefits provided for
in this Agreement or otherwise payable to the Executive (i) constitute
"parachute payments" within the meaning of Section 280G of the Internal
Revenue Code of 1986, as amended (the "Code") and (ii) but for this Section
9, would be subject to the excise tax imposed by Section 4999 of the Code,
then the Executive's severance benefits under Section 7(c) shall be either

(1) delivered in full, or

(2) delivered as to such lesser extent which would result in no
portion of such severance benefits being subject to excise
tax under Section 4999 of the Code,

<PAGE>

reasonable, good faith interpretations concerning the application of Sections
280G and 4999 of the Code. The Company and the Executive shall furnish to
the Accountants such information and documents as the Accountants may
reasonably request in order to make a determination under this Section. The
Company shall bear all costs the Accountants may reasonably incur in
connection with any calculations contemplated by this Section 9.

10. ASSIGNMENT. Executive's rights and obligations under this Agreement
shall not be assignable by Executive. The Company's rights and obligations
under this Agreement shall not be assignable by the Company except as
incident to the transfer, by merger, liquidation, or otherwise, of all or
substantially all of the business of the Company provided, however, that any
such transfer shall not affect the Company's obligations under the 1997 Stock
Plan.

11. NOTICES. Any notice required or permitted under this Agreement
shall be given in writing and shall be deemed to have been effectively made
or given if personally delivered, or if sent by facsimile, or mailed or sent
via Federal Express to the other party at its address set forth below in this
Section 11, or at such other address as such party may designate by written
notice to the other party hereto. Any effective notice hereunder shall be
deemed given on the date personally delivered or on the date sent by
facsimile or deposited in the United States mail (sent by certified mail,
return receipt requested), as the case may be, at the following addresses:

(i) If to the Company:

FirstPak, Inc.
114 Sansome Street, Suite 1000
San Francisco, CA 94104
ATTN: Chairman of the Board of Directors
Telephone No.: (415) 362-9800
Facsimile No.: (415) 362-5927

(ii) If to Executive:

Gary S. Yellin
FirstPak, Inc.
114 Sansome Street, Suite 1000
San Francisco, CA 94104
Telephone No.: (415) 362-9800
Facsimile No.: (415) 362-5927

<PAGE>

other relief in such dispute or controversy. The decision of the
arbitrator(s) shall be final, conclusive and binding on the parties to the
arbitration, and judgment may be entered on the decision of the arbitrator(s)
in any court having jurisdiction.

The arbitrator(s) shall apply the laws of the State of California to the
merits of any dispute or claim, without reference to rules of conflicts of
law, and the arbitration proceedings shall be governed by federal arbitration
law and by the Rules, without reference to state arbitration law.

The parties shall each pay one-half of the costs and expenses of such
arbitration, and each party shall pay its own counsel fees and expenses.

EXECUTIVE HAS READ AND UNDERSTANDS THIS SECTION 12, WHICH DISCUSSES
ARBITRATION. EXECUTIVE UNDERSTANDS THAT BY SIGNING THIS AGREEMENT, EXECUTIVE
AGREES TO SUBMIT ANY CLAIMS ARISING OUT OF, RELATING TO, OR IN CONNECTION
WITH THIS AGREEMENT, OR THE INTERPRETATION, VALIDITY, CONSTRUCTION,
PERFORMANCE, BREACH OR TERMINATION THEREOF TO BINDING ARBITRATION, AND THAT
THIS ARBITRATION CLAUSE CONSTITUTES A WAIVER OF EXECUTIVE'S RIGHT TO A JURY
TRIAL AND RELATES TO THE RESOLUTION OF ALL DISPUTES RELATING TO EXECUTIVE'S
RELATIONSHIP WITH THE COMPANY.

13. WITHHOLDING. The Company shall be entitled to withhold, or cause to
be withheld, from payment any amount of withholding taxes required by law
with respect to payments made to Executive in connection with his employment
hereunder.

14. SEVERABILITY. If any term or provision of this Agreement shall to any
extent be declared illegal or unenforceable by arbitrator(s) or by a duly
authorized court of competent jurisdiction, then the remainder of this Agreement
or the application of such term or provision in circumstances other than those
as to which it is so declared illegal or unenforceable, shall not be
affected thereby, each term and provision of this Agreement shall be valid
and enforceable to the fullest extent permitted by law and the illegal or
unenforceable term or provision shall be deemed replaced by a term or
provision that is valid and enforceable and that comes closest to expressing
the intention of the invalid or unenforceable term of provision.

15. ENTIRE AGREEMENT. This Agreement and the agreements referenced
herein represent the entire agreement of the parties with respect to the
matters set forth herein, and to the extent inconsistent with other prior
contracts, arrangements or understandings between the parties, supersedes all
such previous contracts, arrangements or understandings between the Company
and Executive. The Agreement may be amended at any time only by mutual
written agreement signed by the parties hereto.

<PAGE>

16. GOVERNING LAW. This Agreement shall be construed, interpreted, and
governed in accordance with the laws of the State of California without
reference to rules relating to conflict of law (other than any such rules
directing application of California law).

17. HEADINGS. The headings of sections herein are included solely for
convenience of reference and shall not control the meaning or interpretation
of any of the provisions of this Agreement.

18. COUNTERPARTS. This Agreement may be executed by either of the
parties hereto in counterparts, each of which shall be deemed to be an
original, but all such counterparts shall together constitute one and the
same instrument.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.

EXECUTIVE
-----------------------------------------
GARY S. YELLIN

FIRSTPAK, INC.
-----------------------------------------
[NAME & TITLE]

<PAGE>

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the "Agreement") is entered into by and
between FirstPak, Inc. (the "Company") and Eric R. Menke ("Executive"), as of
the "Effective Time," as defined below.

RECITALS

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

3. DUTIES AND SCOPE OF EMPLOYMENT.

(a) POSITION; EMPLOYMENT COMMENCEMENT DATE; DUTIES. The Company
shall employ Executive as the Vice President, Business Development of the
Company.

<PAGE>

5. COMPENSATION.

7. TERMINATION OF EMPLOYMENT.

<PAGE>

hereunder arising after the date of such termination, and Executive shall
only be eligible for severance benefits in accordance with the Company's
established policies as then in effect.

(i) SEVERANCE PAYMENTS. Subject to Executive entering into a
Release of Claims arising out of Executive's employment (in a form provided
by the Company and reasonably satisfactory to Executive), Executive shall be
entitled to Base Salary continuation payments, at the Base Salary rate in
effect at the date of termination, for eighteen (18) months from the
Termination Date, to be paid periodically in accordance with the Company's
normal payroll policies.

(ii) CONTINUED EMPLOYEE BENEFITS. The Company shall provide to
Executive, subject to Executive and his dependents electing continuation
coverage under COBRA, one hundred percent (100%) Company-paid health, dental
and vision coverage at the same level of coverage as was provided to
Executive immediately prior to the date of termination until the earlier of
(x) eighteen (18) months from the Termination Date, or (y) the date that the
Executive and his dependents become covered under another employer's group
health, dental and vision plans that provide Executive and his dependents
with comparable benefits and levels of coverage; and

(iii) OPTION VESTING. The Company agrees to accelerate One
Hundred percent (100%) of the unvested portion of any stock option or
restricted stock held by the Executive so as to become completely vested;
provided, however, that if and to the extent that such potential vesting
acceleration would cause a contemplated transaction that was intended to be
accounted for as a "pooling-of-interests" transaction to become ineligible
for such accounting treatment under generally accepted accounting principles,
as determined by the Company's independent public accountants prior to such
transaction, Executive's stock options shall not have their vesting so
accelerated.

<PAGE>

8. NONCOMPETE AGREEMENT. Concurrent with the execution of this
Agreement, Executive will execute the Noncompete Agreement in the form
attached hereto as Exhibit B (the "Noncompete Agreement").

9. EXCISE TAX PAYMENTS.

(1) delivered in full, or

(2) delivered as to such lesser extent which would result in no
portion of such severance benefits being subject to excise
tax under Section 4999 of the Code,

whichever of the foregoing amounts, taking into account the applicable
federal, state and local income taxes and the excise tax imposed by Section
4999, results in the receipt by the Executive on an after-tax basis, of the
greatest amount of severance benefits, notwithstanding that all or some
portion of such severance benefits may be taxable under Section 4999 of the
Code. Unless the Company and the Executive otherwise agree in writing, any
determination required under this Section 9 shall be made in writing by the
Company's Accountants immediately prior to Change of Control, whose
determination shall be conclusive and binding upon the Executive and the
Company for all purposes. For purposes of making the calculations required
by this Section 9, the Accountants may make reasonable assumptions and
approximations concerning applicable taxes and may rely on reasonable, good
faith interpretations concerning the application of Sections 280G and 4999 of
the Code. The Company and the Executive shall furnish to the Accountants
such information and documents as the Accountants may reasonably request in
order to make a determination under this Section. The Company shall bear all
costs the Accountants may reasonably incur in connection with any
calculations contemplated by this Section 9.

<PAGE>

(i) If to the Company:

FirstPak, Inc.
114 Sansome Street, Suite 1000
San Francisco, CA 94104
ATTN: Chairman of the Board of Directors
Telephone No.: (415) 362-9800
Facsimile No.: (415) 362-5927

(ii) If to Executive:

Eric R. Menke
FirstPak, Inc.
114 Sansome Street, Suite 1000
San Francisco, CA 94104
Telephone No.: (415) 362-9800
Facsimile No.: (415) 362-5927

12. ARBITRATION. The parties hereto agree that any dispute or
controversy arising out of, relating to, or in connection with this
Agreement, or the interpretation, validity, construction, performance,
breach, or termination thereof, shall be finally settled by binding
arbitration to be held in Santa Clara County, California under the Employment
Dispute Resolution Rules of the American Arbitration Association as then in
effect (the "Rules"). The arbitrator(s) may grant injunctions or other
relief in such dispute or controversy. The decision of the arbitrator(s)
shall be final, conclusive and binding on the parties to the arbitration, and
judgment may be entered on the decision of the arbitrator(s) in any court
having jurisdiction.

<PAGE>

The parties shall each pay one-half of the costs and expenses of such
arbitration, and each party shall pay its own counsel fees and expenses.

<PAGE>

17. HEADINGS. The headings of sections herein are included solely for
convenience of reference and shall not control the meaning or interpretation
of any of the provisions of this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.

EXECUTIVE
-----------------------------------------
ERIC R. MENKE

FIRSTPAK, INC.
-----------------------------------------
[NAME & TITLE]

<PAGE>

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the "Agreement") is entered into by and
between FirstPak, Inc. (the "Company"), Wisconsin Label Corporation
("Subsidiary"), and Terrence R. Fulwiler ("Executive"), as of the "Effective
Time," as defined below.

RECITALS

A. The Company and Subsidiary have entered into an Agreement and Plan
of Reorganization, dated as of July 17, 1997 (the "Merger Agreement"),
pursuant to which a wholly-owned subsidiary of the Company will merge with
Subsidiary (the "Merger") and Subsidiary will thereby become a wholly-owned
subsidiary of the Company.

B. The business conducted by Subsidiary prior to the date of the Merger
Agreement and the business to be conducted by Subsidiary after the Effective
Time of the Merger consists of production and distribution of label and
packaging products.

C. The undersigned is willing to enter into this Agreement to assure
the Company that it will receive the full benefit of the business that it is
acquiring pursuant to the Merger.

D. As a material inducement to the Company to enter in to the Merger,
Executive agrees to enter into this Agreement.

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

1. EFFECTIVENESS OF AGREEMENT. This Agreement shall become effective
only upon the "Effective Time" as such term is defined in the Merger
Agreement (the "Effective Time"). In the event that the Merger Agreement
terminates prior to the Effective Time, this Agreement will be of no force or
effect. The Company and Executive agree that this Agreement shall govern the
terms and conditions of Executive's provision of services to the Company
(and/or its parent and/or subsidiaries) from and after the Effective Time.

2. TERM OF AGREEMENT. Unless terminated earlier in accordance with the
provisions of Section 7, this Agreement shall commence on the Effective Time
and shall end on the five-year anniversary of the Effective Time (the
"Employment Period").

3. DUTIES AND SCOPE OF EMPLOYMENT.

(a) POSITION; EMPLOYMENT COMMENCEMENT DATE; DUTIES. The Company
shall employ Executive as the Chief Executive Officer of Subsidiary.
Executive's duties in such position shall be substantially similar to his or
her duties as an employee of Subsidiary immediately prior to the Effective
Time.

<PAGE>

5. COMPENSATION.

(a) BASE SALARY. During the Employment Period, the Company shall
pay the Executive as compensation for his services a base salary at the
annualized rate of $300,000 (the "Base Salary"). The Base Salary shall be
paid periodically in accordance with normal Company payroll practices and
subject to the usual, required withholding. Executive's Base Salary shall be
reviewed annually by the Board of Directors of the Company to determine
appropriate increases, if any, to the Base Salary. Executive understands and
agrees that neither his job performance nor promotions, commendations,
bonuses or the like from the Company give rise to or in any way serve as the
basis for modification, amendment, or extension, by implication or otherwise,
of this Agreement.

(c) EQUITY COMPENSATION. The Board is granting Executive a stock
option to purchase _____ shares of the Company's common stock. The stock
option shall be subject to the terms and conditions of the 1997 Stock Plan
(the "Stock Plan") and standard form of option agreement (the "Option
Agreement").

7. TERMINATION OF EMPLOYMENT.

(a) EARLY TERMINATION GENERALLY. The Company may terminate the
Executive's employment at any time prior to the expiration of the Employment
Period. If the Company

<PAGE>

terminates the Executive's employment prior to the end the Employment Period
without Cause (as defined below), if Executive resigns prior to the end of
the Employment Period for Good Reason (as defined below) or if the
Executive's employment is terminated prior to the end of the Employment
Period due to Executive's death or total and permanent disability, the
Executive shall be entitled to receive the payments and benefits referred to
in Paragraph 7(c) below (subject to the terms and conditions of said
Paragraph).

For this purpose, "Cause" shall mean (i) a material breach by
Executive of any of his obligations under this Agreement and such breach
shall remain uncured for 10 business days after written notice is delivered
to Executive by the Company, (ii) any act by the Executive which constitutes
gross misconduct of a type and kind which is materially adverse to the
Company or Subsidiary, (iii) a violation caused directly and intentionally by
Executive of a federal or state law, rule or regulation applicable to the
business of the Company or Subsidiary of a type and kind that is materially
adverse to the Company or Subsidiary, or (iv) the conviction of the Executive
of, or entry by the Executive of a guilty or no contest plea to, the
commission of a crime involving moral turpitude or any felony or the
rendering of any civil judgement against Executive that materially and
adversely affects the Company's or Subsidiary's reputation.

(ii) CONTINUED EMPLOYEE BENEFITS. The Company shall provide to
Executive, subject to Executive and his dependents electing continuation
coverage under COBRA, one hundred percent (100%) Company-paid health, dental and
vision coverage at the same level of coverage as was provided to Executive
immediately prior to the date of termination until the earlier of (x) thirty
(30) months from the Termination Date, or (y) the date that the Executive and
his dependents become covered under another employer's group health, dental and
vision plans that provide Executive and his

<PAGE>

dependents with comparable benefits and levels of coverage; and

For this purpose, "Good Reason" shall mean (i) without the
express written consent of the Executive, a material reduction of the
Executive's duties, authority or responsibilities, relative to the
Executive's duties, authority or responsibilities as in effect immediately
prior to such reduction, or the assignment to Executive of such reduced
duties, authority or responsibilities; provided, however, that any change in
the Executive's duties, authority or responsibilities directly resulting from
Subsidiary becoming a subsidiary of the Company pursuant to the Merger shall
not constitute Good Reason; (ii) a material breach of this Agreement; (iii) a
material reduction in benefits for which Executive is eligible and in effect
immediately prior to such reduction, other than a reduction in the benefits
of substantially all other similarly situated employees of the Company; (iv)
without the express written consent of the Executive, the relocation of the
Executive to a facility or a location more than fifty (50) miles from the
executive's then present location; and (v) failure on the part of any
successor of the Company to assume the Company's obligations under this
Agreement.

8. NONCOMPETE AGREEMENT. Concurrent with the execution of this
Agreement, Executive will execute the Noncompete Agreement in the form
attached hereto as Exhibit B (the "Noncompete Agreement").

9. EXCISE TAX PAYMENTS.

(1) delivered in full, or

(2) delivered as to such lesser extent which would result in no
portion of such severance benefits being subject to excise
tax under Section 4999 of the Code,

<PAGE>

10. ASSIGNMENT. Executive's rights and obligations under this Agreement
shall not be assignable by Executive. The Company's rights and obligations
under this Agreement shall not be assignable by the Company except as
incident to the transfer, by merger, liquidation, or otherwise, of all or
substantially all of the business of the Company or Subsidiary provided,
however, that any such transfer shall not affect the Company's obligations
under the 1997 Stock Plan.

(i) If to the Company:

FirstPak, Inc.
114 Sansome Street, Suite 1000
San Francisco, CA 94104
ATTN: Chairman of the Board of Directors
Telephone No.: (415) 362-9800
Facsimile No.: (415) 362-5927

<PAGE>

(ii) If to Executive:

Terrence R. Fulwiler
Wisconsin Label Corporation
1102 Jefferson Street
Algoma, Wisconsin 54201
Telephone No.: (414) 487-3424 Ext. 109
Facsimile No.: (414) 487-7092

The arbitrator(s) shall apply the laws of the State of Wisconsin to the
merits of any dispute or claim, without reference to rules of conflicts of
law, and the arbitration proceedings shall be governed by federal arbitration
law and by the Rules, without reference to state arbitration law.

The parties shall each pay one-half of the costs and expenses of such
arbitration, and each party shall pay its own counsel fees and expenses.

<PAGE>

affected thereby, each term and provision of this Agreement shall be valid
and enforceable to the fullest extent permitted by law and the illegal or
unenforceable term or provision shall be deemed replaced by a term or
provision that is valid and enforceable and that comes closest to expressing
the intention of the invalid or unenforceable term of provision.

16. GOVERNING LAW. This Agreement shall be construed, interpreted, and
governed in accordance with the laws of the State of Wisconsin without
reference to rules relating to conflict of law (other than any such rules
directing application of Wisconsin law).

17. HEADINGS. The headings of sections herein are included solely for
convenience of reference and shall not control the meaning or interpretation
of any of the provisions of this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.

EXECUTIVE
-----------------------------------------
Terrence R. Fulwiler

FIRSTPAK, INC.
-----------------------------------------
[NAME & TITLE]

WISCONSIN LABEL CORPORATION
-----------------------------------------
[NAME & TITLE]

<PAGE>

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the "Agreement") is entered into by and
between FirstPak, Inc. (the "Company"), St. Louis Lithographing Company
("Subsidiary"), and L. Ben Kraft ("Executive"), as of the "Effective Time,"
as defined below.

RECITALS

C. The undersigned is willing to enter into this Agreement to assure
the Company that it will receive the full benefit of the business that it is
acquiring pursuant to the Merger.

D. As a material inducement to the Company to enter in to the Merger,
Executive agrees to enter into this Agreement.

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

3. DUTIES AND SCOPE OF EMPLOYMENT.

(a) POSITION; EMPLOYMENT COMMENCEMENT DATE; DUTIES. The Company
shall employ Executive as the President and Chief Executive Officer of
Subsidiary. Executive's duties in such position shall be substantially
similar to his or her duties as an employee of Subsidiary immediately prior
to the Effective Time.

<PAGE>

(c) BOARD MEMBERSHIP. If Executive is serving as a member of the
Board on the date of termination of the Employment Period, he shall tender to
the Board his resignation from the Board effective as of such date. The
Board shall not be obligated to accept such resignation.

5. COMPENSATION.

(a) BASE SALARY. During the Employment Period, the Company shall
pay the Executive as compensation for his services a base salary at the
annualized rate of $150,000 (the "Base Salary"). The Base Salary shall be
paid periodically in accordance with normal Company payroll practices and
subject to the usual, required withholding. Executive's Base Salary shall be
reviewed annually by the Board of Directors of the Company to determine
appropriate increases, if any, to the Base Salary. Executive understands and
agrees that neither his job performance nor promotions, commendations,
bonuses or the like from the Company give rise to or in any way serve as the
basis for modification, amendment, or extension, by implication or otherwise,
of this Agreement.

<PAGE>

7. TERMINATION OF EMPLOYMENT.

For this purpose, "Cause" shall mean (i) a material breach by
Executive of any of his obligations under this Agreement and such breach
shall remain uncured for 10 business days after written notice is delivered
to Executive by the Company, (ii) any act by the Executive which constitutes
gross misconduct of a type and kind which is materially adverse to the
Company or Subsidiary, (iii) a violation caused directly and intentionally by
Executive of a federal or state law, rule or regulation applicable to the
business of the Company or Subsidiary of a type and kind that is materially
adverse to the Company or Subsidiary, or (iv) the conviction of the Executive
of, or entry by the Executive of a guilty or no contest plea to, the
commission of a crime involving moral turpitude or any felony or the
rendering of any civil judgement against Executive that materially and
adversely affects the Company's or Subsidiary's reputation.

<PAGE>

(ii) CONTINUED EMPLOYEE BENEFITS. The Company shall provide
to Executive, subject to Executive and his dependents electing continuation
coverage under COBRA, one hundred percent (100%) Company-paid health, dental
and vision coverage at the same level of coverage as was provided to
Executive immediately prior to the date of termination until the earlier of
(x) thirty (30) months from the Termination Date, or (y) the date that the
Executive and his dependents become covered under another employer's group
health, dental and vision plans that provide Executive and his dependents
with comparable benefits and levels of coverage; and

For this purpose, "Good Reason" shall mean (i) without the
express written consent of the Executive, a material reduction of the
Executive's duties, authority or responsibilities, relative to the
Executive's duties, authority or responsibilities as in effect immediately
prior to such reduction, or the assignment to Executive of such reduced
duties, authority or responsibilities; provided, however, that any change in
the Executive's duties, authority or responsibilities directly resulting from
Subsidiary becoming a subsidiary of the Company pursuant to the Merger shall
not constitute Good Reason; (ii) a material breach of this Agreement; (iii) a
material reduction in benefits for which Executive is eligible and in effect
immediately prior to such reduction, other than a reduction in the benefits
of substantially all other similarly situated employees of the Company; (iv)
without the express written consent of the Executive, the relocation of the
Executive to a facility or a location more than fifty (50) miles from the
executive's then present location; and (v) failure on the part of any
successor of the Company to assume the Company's obligations under this
Agreement.

8. NONCOMPETE AGREEMENT. Concurrent with the execution of this
Agreement, Executive will execute the Noncompete Agreement in the form
attached hereto as Exhibit B (the "Noncompete Agreement").

9. EXCISE TAX PAYMENTS.

<PAGE>

(1) delivered in full, or

(2) delivered as to such lesser extent which would result in no
portion of such severance benefits being subject to excise
tax under Section 4999 of the Code,

10. ASSIGNMENT. Executive's rights and obligations under this Agreement
shall not be assignable by Executive. The Company's rights and obligations
under this Agreement shall not be assignable by the Company except as
incident to the transfer, by merger, liquidation, or otherwise, of all or
substantially all of the business of the Company or Subsidiary provided,
however, that any such transfer shall not affect the Company's obligations
under the 1997 Stock Plan.

(i) If to the Company:

FirstPak, Inc.
114 Sansome Street, Suite 1000
San Francisco, CA 94104
ATTN: Chairman of the Board of Directors
Telephone No.: (415) 362-9800
Facsimile No.: (415) 362-5927

<PAGE>

(ii) If to Executive:

L. Ben Kraft
St. Louis Lithographing Company
6880 Heege Road
St. Louis, MO 63123
Telephone No.: (314) 352-1300 Ext. 103
Facsimile No.: (314) 352-4941

The arbitrator(s) shall apply the laws of the State of Missouri to the
merits of any dispute or claim, without reference to rules of conflicts of
law, and the arbitration proceedings shall be governed by federal arbitration
law and by the Rules, without reference to state arbitration law.

The parties shall each pay one-half of the costs and expenses of such
arbitration, and each party shall pay its own counsel fees and expenses.

<PAGE>

16. GOVERNING LAW. This Agreement shall be construed, interpreted, and
governed in accordance with the laws of the State of Missouri without
reference to rules relating to conflict of law (other than any such rules
directing application of Missouri law).

17. HEADINGS. The headings of sections herein are included solely for
convenience of reference and shall not control the meaning or interpretation
of any of the provisions of this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.

EXECUTIVE
-----------------------------------------
L. Ben Kraft

FIRSTPAK, INC.
-----------------------------------------
[NAME & TITLE]

ST. LOUIS LITHOGRAPHING COMPANY
-----------------------------------------
[NAME & TITLE]

<PAGE>

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the "Agreement") is entered into by and
between FirstPak, Inc. (the "Company"), Blake Printing & Publishing
("Subsidiary"), and Richard C. Blake ("Executive"), as of the "Effective
Time," as defined below.

RECITALS

C. The undersigned is willing to enter into this Agreement to assure
the Company that it will receive the full benefit of the business that it is
acquiring pursuant to the Merger.

D. As a material inducement to the Company to enter in to the Merger,
Executive agrees to enter into this Agreement.

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

3. DUTIES AND SCOPE OF EMPLOYMENT.

(a) POSITION; EMPLOYMENT COMMENCEMENT DATE; DUTIES. The Company
shall employ Executive as the President of Subsidiary. Executive's duties in
such position shall be substantially similar to his or her duties as an
employee of Subsidiary immediately prior to the Effective Time.

<PAGE>

5. COMPENSATION.

(a) BASE SALARY. During the Employment Period, the Company shall
pay the Executive as compensation for his services a base salary at the
annualized rate of $200,000 (the "Base Salary"). The Base Salary shall be
paid periodically in accordance with normal Company payroll practices and
subject to the usual, required withholding. Executive's Base Salary shall be
reviewed annually by the Board of Directors of the Company to determine
appropriate increases, if any, to the Base Salary. Executive understands and
agrees that neither his job performance nor promotions, commendations,
bonuses or the like from the Company give rise to or in any way serve as the
basis for modification, amendment, or extension, by implication or otherwise,
of this Agreement.

<PAGE>

7. TERMINATION OF EMPLOYMENT.

For this purpose, "Cause" shall mean (i) a material breach by
Executive of any of his obligations under this Agreement and such breach
shall remain uncured for 10 business days after written notice is delivered
to Executive by the Company, (ii) any act by the Executive which constitutes
gross misconduct of a type and kind which is materially adverse to the
Company or Subsidiary, (iii) a violation caused directly and intentionally by
Executive of a federal or state law, rule or regulation applicable to the
business of the Company or Subsidiary of a type and kind that is materially
adverse to the Company or Subsidiary, or (iv) the conviction of the Executive
of, or entry by the Executive of a guilty or no contest plea to, the
commission of a crime involving moral turpitude or any felony or the
rendering of any civil judgement against Executive that materially and
adversely affects the Company's or Subsidiary's reputation.

<PAGE>

(ii) CONTINUED EMPLOYEE BENEFITS. The Company shall provide
to Executive, subject to Executive and his dependents electing continuation
coverage under COBRA, one hundred percent (100%) Company-paid health, dental
and vision coverage at the same level of coverage as was provided to
Executive immediately prior to the date of termination until the earlier of
(x) thirty (30) months from the Termination Date, or (y) the date that the
Executive and his dependents become covered under another employer's group
health, dental and vision plans that provide Executive and his dependents
with comparable benefits and levels of coverage; and

For this purpose, "Good Reason" shall mean (i) without the
express written consent of the Executive, a material reduction of the
Executive's duties, authority or responsibilities, relative to the
Executive's duties, authority or responsibilities as in effect immediately
prior to such reduction, or the assignment to Executive of such reduced
duties, authority or responsibilities; provided, however, that any change in
the Executive's duties, authority or responsibilities directly resulting from
Subsidiary becoming a subsidiary of the Company pursuant to the Merger shall
not constitute Good Reason; (ii) a material breach of this Agreement; (iii) a
material reduction in benefits for which Executive is eligible and in effect
immediately prior to such reduction, other than a reduction in the benefits
of substantially all other similarly situated employees of the Company; (iv)
without the express written consent of the Executive, the relocation of the
Executive to a facility or a location more than fifty (50) miles from the
executive's then present location; and (v) failure on the part of any
successor of the Company to assume the Company's obligations under this
Agreement.

8. NONCOMPETE AGREEMENT. Concurrent with the execution of this
Agreement, Executive will execute the Noncompete Agreement in the form
attached hereto as Exhibit B (the "Noncompete Agreement").

9. EXCISE TAX PAYMENTS.

<PAGE>

(1) delivered in full, or

(2) delivered as to such lesser extent which would result in no
portion of such severance benefits being subject to excise
tax under Section 4999 of the Code,

10. ASSIGNMENT. Executive's rights and obligations under this Agreement
shall not be assignable by Executive. The Company's rights and obligations
under this Agreement shall not be assignable by the Company except as
incident to the transfer, by merger, liquidation, or otherwise, of all or
substantially all of the business of the Company or Subsidiary provided,
however, that any such transfer shall not affect the Company's obligations
under the 1997 Stock Plan.

(i) If to the Company:

FirstPak, Inc.
114 Sansome Street, Suite 1000
San Francisco, CA 94104
ATTN: Chairman of the Board of Directors
Telephone No.: (415) 362-9800
Facsimile No.: (415) 362-5927

<PAGE>

(ii) If to Executive:

Richard C. Blake
Blake Printing & Publishing
222 Beebee Street
San Luis Obispo, CA 93401
Telephone No.: (805) 543-6903 Ext. 1700
Facsimile No.: (805) 543-2982

The parties shall each pay one-half of the costs and expenses of such
arbitration, and each party shall pay its own counsel fees and expenses.

<PAGE>

17. HEADINGS. The headings of sections herein are included solely for
convenience of reference and shall not control the meaning or interpretation
of any of the provisions of this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.

EXECUTIVE
-------------------------------------------
Richard C. Blake

FIRSTPAK, INC.
-------------------------------------------
[NAME & TITLE]

BLAKE PRINTING & PUBLISHING
-------------------------------------------
[NAME & TITLE]

<PAGE>

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the "Agreement") is entered into by and
between FirstPak, Inc. (the "Company"), CalOptical Holding Corporation
("Subsidiary"), and Larry Nathanson ("Executive"), as of the "Effective
Time," as defined below.

RECITALS

C. The undersigned is willing to enter into this Agreement to assure
the Company that it will receive the full benefit of the business that it is
acquiring pursuant to the Merger.

D. As a material inducement to the Company to enter in to the Merger,
Executive agrees to enter into this Agreement.

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

3. DUTIES AND SCOPE OF EMPLOYMENT.

<PAGE>

5. COMPENSATION.

(a) BASE SALARY. During the Employment Period, the Company shall
pay the Executive as compensation for his services a base salary at the
annualized rate of $238,139 (the "Base Salary"). The Base Salary shall be
paid periodically in accordance with normal Company payroll practices and
subject to the usual, required withholding. Executive's Base Salary shall be
reviewed annually by the Board of Directors of the Company to determine
appropriate increases, if any, to the Base Salary. Executive understands and
agrees that neither his job performance nor promotions, commendations,
bonuses or the like from the Company give rise to or in any way serve as the
basis for modification, amendment, or extension, by implication or otherwise,
of this Agreement.

<PAGE>

7. TERMINATION OF EMPLOYMENT.

For this purpose, "Cause" shall mean (i) a material breach by
Executive of any of his obligations under this Agreement and such breach
shall remain uncured for 10 business days after written notice is delivered
to Executive by the Company, (ii) any act by the Executive which constitutes
gross misconduct of a type and kind which is materially adverse to the
Company or Subsidiary, (iii) a violation caused directly and intentionally by
Executive of a federal or state law, rule or regulation applicable to the
business of the Company or Subsidiary of a type and kind that is materially
adverse to the Company or Subsidiary, or (iv) the conviction of the Executive
of, or entry by the Executive of a guilty or no contest plea to, the
commission of a crime involving moral turpitude or any felony or the
rendering of any civil judgement against Executive that materially and
adversely affects the Company's or Subsidiary's reputation.

<PAGE>

(ii) CONTINUED EMPLOYEE BENEFITS. The Company shall provide
to Executive, subject to Executive and his dependents electing continuation
coverage under COBRA, one hundred percent (100%) Company-paid health, dental
and vision coverage at the same level of coverage as was provided to
Executive immediately prior to the date of termination until the earlier of
(x) thirty (30) months from the Termination Date, or (y) the date that the
Executive and his dependents become covered under another employer's group
health, dental and vision plans that provide Executive and his dependents
with comparable benefits and levels of coverage; and

For this purpose, "Good Reason" shall mean (i) without the
express written consent of the Executive, a material reduction of the
Executive's duties, authority or responsibilities, relative to the
Executive's duties, authority or responsibilities as in effect immediately
prior to such reduction, or the assignment to Executive of such reduced
duties, authority or responsibilities; provided, however, that any change in
the Executive's duties, authority or responsibilities directly resulting from
Subsidiary becoming a subsidiary of the Company pursuant to the Merger shall
not constitute Good Reason; (ii) a material breach of this Agreement; (iii) a
material reduction in benefits for which Executive is eligible and in effect
immediately prior to such reduction, other than a reduction in the benefits
of substantially all other similarly situated employees of the Company; (iv)
without the express written consent of the Executive, the relocation of the
Executive to a facility or a location more than fifty (50) miles from the
executive's then present location; and (v) failure on the part of any
successor of the Company to assume the Company's obligations under this
Agreement.

8. NONCOMPETE AGREEMENT. Concurrent with the execution of this
Agreement, Executive will execute the Noncompete Agreement in the form
attached hereto as Exhibit B (the "Noncompete Agreement").

9. EXCISE TAX PAYMENTS.

<PAGE>

(1) delivered in full, or

(2) delivered as to such lesser extent which would result in no
portion of such severance benefits being subject to excise
tax under Section 4999 of the Code,

10. ASSIGNMENT. Executive's rights and obligations under this Agreement
shall not be assignable by Executive. The Company's rights and obligations
under this Agreement shall not be assignable by the Company except as
incident to the transfer, by merger, liquidation, or otherwise, of all or
substantially all of the business of the Company or Subsidiary provided,
however, that any such transfer shall not affect the Company's obligations
under the 1997 Stock Plan.

(i) If to the Company:

FirstPak, Inc.
114 Sansome Street, Suite 1000
San Francisco, CA 94104
ATTN: Chairman of the Board of Directors
Telephone No.: (415) 362-9800
Facsimile No.: (415) 362-5927

<PAGE>

(ii) If to Executive:

Larry Nathanson
CalOptical Holding Corporation
2099 Burroughs Avenue
San Leandro, CA 94577
Telephone No.: (510) 352-4774
Facsimile No.: (510) 352-3714

The parties shall each pay one-half of the costs and expenses of such
arbitration, and each party shall pay its own counsel fees and expenses.

<PAGE>

17. HEADINGS. The headings of sections herein are included solely for
convenience of reference and shall not control the meaning or interpretation
of any of the provisions of this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.

EXECUTIVE
-----------------------------------------
Larry Nathanson

FIRSTPAK, INC.
-----------------------------------------
[NAME & TITLE]

CALOPTICAL HOLDING CORPORATION
-----------------------------------------
[NAME & TITLE]

<PAGE>

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the "Agreement") is entered into by and
between FirstPak, Inc. (the "Company"), Wisconsin Label Corporation
("Subsidiary"), and Daniel R. Fulwiler ("Executive"), as of the "Effective
Time," as defined below.

RECITALS

C. The undersigned is willing to enter into this Agreement to assure
the Company that it will receive the full benefit of the business that it is
acquiring pursuant to the Merger.

D. As a material inducement to the Company to enter in to the Merger,
Executive agrees to enter into this Agreement.

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

3. DUTIES AND SCOPE OF EMPLOYMENT.

(a) POSITION; EMPLOYMENT COMMENCEMENT DATE; DUTIES. The Company
shall employ Executive as the Chief Operating Officer of Subsidiary,
reporting to the Chief Executive Officer of Subsidiary. Executive's duties
in such position shall be substantially similar to his or her duties as an
employee of Subsidiary immediately prior to the Effective Time.

<PAGE>

5. COMPENSATION.

(a) BASE SALARY. During the Employment Period, the Company shall
pay the Executive as compensation for his services a base salary at the
annualized rate of $155,000 (the "Base Salary"). The Base Salary shall be
paid periodically in accordance with normal Company payroll practices and
subject to the usual, required withholding. Executive's Base Salary shall be
reviewed annually by the Board of Directors of the Company to determine
appropriate increases, if any, to the Base Salary. Executive understands and
agrees that neither his job performance nor promotions, commendations,
bonuses or the like from the Company give rise to or in any way serve as the
basis for modification, amendment, or extension, by implication or otherwise,
of this Agreement.

<PAGE>

7. TERMINATION OF EMPLOYMENT.

For this purpose, "Cause" shall mean (i) a material breach by
Executive of any of his obligations under this Agreement and such breach
shall remain uncured for 10 business days after written notice is delivered
to Executive by the Company, (ii) any act by the Executive which constitutes
gross misconduct of a type and kind which is materially adverse to the
Company or Subsidiary, (iii) a violation caused directly and intentionally by
Executive of a federal or state law, rule or regulation applicable to the
business of the Company or Subsidiary of a type and kind that is materially
adverse to the Company or Subsidiary, or (iv) the conviction of the Executive
of, or entry by the Executive of a guilty or no contest plea to, the
commission of a crime involving moral turpitude or any felony or the
rendering of any civil judgement against Executive that materially and
adversely affects the Company's or Subsidiary's reputation.

<PAGE>

For this purpose, "Good Reason" shall mean (i) without the
express written consent of the Executive, a material reduction of the
Executive's duties, authority or responsibilities, relative to the
Executive's duties, authority or responsibilities as in effect immediately
prior to such reduction, or the assignment to Executive of such reduced
duties, authority or responsibilities; provided, however, that any change in
the Executive's duties, authority or responsibilities directly resulting from
Subsidiary becoming a subsidiary of the Company pursuant to the Merger shall
not constitute Good Reason; (ii) a material breach of this Agreement; (iii) a
material reduction in benefits for which Executive is eligible and in effect
immediately prior to such reduction, other than a reduction in the benefits
of substantially all other similarly situated employees of the Company; (iv)
without the express written consent of the Executive, the relocation of the
Executive to a facility or a location more than fifty (50) miles from the
executive's then present location; and (v) failure on the part of any
successor of the Company to assume the Company's obligations under this
Agreement.

8. NONCOMPETE AGREEMENT. Concurrent with the execution of this
Agreement, Executive will execute the Noncompete Agreement in the form
attached hereto as Exhibit B (the "Noncompete Agreement").

9. EXCISE TAX PAYMENTS.

<PAGE>

(1) delivered in full, or

(2) delivered as to such lesser extent which would result in no
portion of such severance benefits being subject to excise
tax under Section 4999 of the Code,

10. ASSIGNMENT. Executive's rights and obligations under this Agreement
shall not be assignable by Executive. The Company's rights and obligations
under this Agreement shall not be assignable by the Company except as
incident to the transfer, by merger, liquidation, or otherwise, of all or
substantially all of the business of the Company or Subsidiary provided,
however, that any such transfer shall not affect the Company's obligations
under the 1997 Stock Plan.

(i) If to the Company:

FirstPak, Inc.
114 Sansome Street, Suite 1000
San Francisco, CA 94104
ATTN: Chairman of the Board of Directors
Telephone No.: (415) 362-9800
Facsimile No.: (415) 362-5927

<PAGE>

(ii) If to Executive:

Daniel R. Fulwiler
Wisconsin Label Corporation
1102 Jefferson Street
Algoma, Wisconsin 54201
Telephone No.: (414) 487-3424 Ext. 109
Facsimile No.: (414) 487-7092

The parties shall each pay one-half of the costs and expenses of such
arbitration, and each party shall pay its own counsel fees and expenses.

<PAGE>

17. HEADINGS. The headings of sections herein are included solely for
convenience of reference and shall not control the meaning or interpretation
of any of the provisions of this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.

EXECUTIVE
-----------------------------------------
Daniel R. Fulwiler

FIRSTPAK, INC.
-----------------------------------------
[NAME & TITLE]

WISCONSIN LABEL CORPORATION
-----------------------------------------
[NAME & TITLE]

<PAGE>

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the "Agreement") is entered into by and between
FirstPak, Inc. (the "Company"), Wisconsin Label Corporation ("Subsidiary"), and
Jay K. Tomcheck ("Executive"), as of the "Effective Time," as defined below.

RECITALS

C. The undersigned is willing to enter into this Agreement to assure
the Company that it will receive the full benefit of the business that it is
acquiring pursuant to the Merger.

D. As a material inducement to the Company to enter in to the Merger,
Executive agrees to enter into this Agreement.

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

3. DUTIES AND SCOPE OF EMPLOYMENT.

(a) POSITION; EMPLOYMENT COMMENCEMENT DATE; DUTIES. The Company
shall employ Executive as the Vice President, Finance of Subsidiary,
reporting to the Chief Executive Officer of Subsidiary. Executive's duties
in such position shall be substantially similar to his or her duties as an
employee of Subsidiary immediately prior to the Effective Time.

<PAGE>

5. COMPENSATION.

<PAGE>

7. TERMINATION OF EMPLOYMENT.

For this purpose, "Cause" shall mean (i) a material breach by
Executive of any of his obligations under this Agreement and such breach
shall remain uncured for 10 business days after written notice is delivered
to Executive by the Company, (ii) any act by the Executive which constitutes
gross misconduct of a type and kind which is materially adverse to the
Company or Subsidiary, (iii) a violation caused directly and intentionally by
Executive of a federal or state law, rule or regulation applicable to the
business of the Company or Subsidiary of a type and kind that is materially
adverse to the Company or Subsidiary, or (iv) the conviction of the Executive
of, or entry by the Executive of a guilty or no contest plea to, the
commission of a crime involving moral turpitude or any felony or the
rendering of any civil judgement against Executive that materially and
adversely affects the Company's or Subsidiary's reputation.

<PAGE>

(ii) CONTINUED EMPLOYEE BENEFITS. The Company shall provide
to Executive, subject to Executive and his dependents electing continuation
coverage under COBRA, one hundred percent (100%) Company-paid health, dental
and vision coverage at the same level of coverage as was provided to
Executive immediately prior to the date of termination until the earlier of
(x) thirty (30) months from the Termination Date, or (y) the date that the
Executive and his dependents become covered under another employer's group
health, dental and vision plans that provide Executive and his dependents
with comparable benefits and levels of coverage; and

For this purpose, "Good Reason" shall mean (i) without the
express written consent of the Executive, a material reduction of the
Executive's duties, authority or responsibilities, relative to the
Executive's duties, authority or responsibilities as in effect immediately
prior to such reduction, or the assignment to Executive of such reduced
duties, authority or responsibilities; provided, however, that any change in
the Executive's duties, authority or responsibilities directly resulting from
Subsidiary becoming a subsidiary of the Company pursuant to the Merger shall
not constitute Good Reason; (ii) a material breach of this Agreement; (iii) a
material reduction in benefits for which Executive is eligible and in effect
immediately prior to such reduction, other than a reduction in the benefits
of substantially all other similarly situated employees of the Company; (iv)
without the express written consent of the Executive, the relocation of the
Executive to a facility or a location more than fifty (50) miles from the
executive's then present location; and (v) failure on the part of any
successor of the Company to assume the Company's obligations under this
Agreement.

8. NONCOMPETE AGREEMENT. Concurrent with the execution of this
Agreement, Executive will execute the Noncompete Agreement in the form
attached hereto as Exhibit B (the "Noncompete Agreement").

9. EXCISE TAX PAYMENTS.

<PAGE>

(1) delivered in full, or

(2) delivered as to such lesser extent which would result in no
portion of such severance benefits being subject to excise
tax under Section 4999 of the Code,

10. ASSIGNMENT. Executive's rights and obligations under this Agreement
shall not be assignable by Executive. The Company's rights and obligations
under this Agreement shall not be assignable by the Company except as
incident to the transfer, by merger, liquidation, or otherwise, of all or
substantially all of the business of the Company or Subsidiary provided,
however, that any such transfer shall not affect the Company's obligations
under the 1997 Stock Plan.

(i) If to the Company:

FirstPak, Inc.
114 Sansome Street, Suite 1000
San Francisco, CA 94104
ATTN: Chairman of the Board of Directors
Telephone No.: (415) 362-9800
Facsimile No.: (415) 362-5927

<PAGE>

(ii) If to Executive:

Jay K. Tomcheck
Wisconsin Label Corporation
1102 Jefferson Street
Algoma, Wisconsin 54201
Telephone No.: (414) 487-3424 Ext. 109
Facsimile No.: (414) 487-7092

The parties shall each pay one-half of the costs and expenses of such
arbitration, and each party shall pay its own counsel fees and expenses.

<PAGE>

17. HEADINGS. The headings of sections herein are included solely for
convenience of reference and shall not control the meaning or interpretation
of any of the provisions of this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.

EXECUTIVE
---------------------------------------
Jay K. Tomcheck

FIRSTPAK, INC.
---------------------------------------
[NAME & TITLE]

WISCONSIN LABEL CORPORATION
---------------------------------------
[NAME & TITLE]

<PAGE>
EXHIBIT 23.01

INDEPENDENT AUDITORS' CONSENT

We consent to the use in this Amendment No. 1 to Registration Statement No.
333-31655 of FirstPak, Inc. on Form S-4 of our reports, listed below, appearing
in the Prospectus, which is part of this Registration Statement, and of our
reports, also listed below, relating to the financial statement schedules
appearing elsewhere in this Registration Statement.

<TABLE>
<CAPTION>
--------------------------------------------------
REPORTS ON
REPORTS ON FINANCIAL STATEMENTS SCHEDULES
------------------------------- -----------------
<S> <C> <C>
FirstPak, Inc. August 27, 1997 None
Wisconsin Label Corporation and subsidiaries March 31, 1997 March 31, 1997
(July 17, 1997 as to Note 13)
St. Louis Lithographing Company and Predecessor March 28, 1997 March 28, 1997
(July 17, 1997 as to Note 12)
CalOptical Holding Corporation and subsidiary August 1, 1997 August 1, 1997
Blake Printing and Publishing, Inc. March 31, 1997 March 31, 1997
(July 17, 1997 as to Note 16)
</TABLE>

We also consent to the reference to us under the heading "Experts" in such
Prospectus.

DELOITTE & TOUCHE LLP
San Francisco, California
September 8, 1997

<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED FINANCIAL STATEMENTS OF WISCONSIN LABEL CORPORATION AND
SUBSIDIARIES (THE ACCOUNTING ACQUIRER OF FIRSTPAK, INC.) AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000

<S> <C> <C>
<PERIOD-TYPE> YEAR 6-MOS
<FISCAL-YEAR-END> DEC-31-1996 DEC-31-1997
<PERIOD-END> DEC-31-1996 JUN-30-1997
<CASH> 703 1158
<SECURITIES> 0 0
<RECEIVABLES> 15391 14939
<ALLOWANCES> 838 310
<INVENTORY> 8812 8665
<CURRENT-ASSETS> 25233 25165
<PP&E> 26512 29141
<DEPRECIATION> 11576 12691
<TOTAL-ASSETS> 46187 48628
<CURRENT-LIABILITIES> 20394 16110
<BONDS> 9216 14421
0 0
0 0
<COMMON> 294 294
<OTHER-SE> 13726 15382
<TOTAL-LIABILITY-AND-EQUITY> 46187 48628
<SALES> 93914 46919
<TOTAL-REVENUES> 93914 46919
<CGS> 71744 35951
<TOTAL-COSTS> 71744 35951
<OTHER-EXPENSES> 0 0
<LOSS-PROVISION> 768 95
<INTEREST-EXPENSE> 1451 724
<INCOME-PRETAX> 5533 2551
<INCOME-TAX> 2400 852
<INCOME-CONTINUING> 3055 1656
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 3055 1656
<EPS-PRIMARY> 0 0<F1>
<EPS-DILUTED> 0 0<F2>
<FN>
<F1>NOT DETERMINED AT THIS TIME
<F2>NOT DETERMINED AT THIS TIME
</FN>

</TABLE>

<PAGE>

EXHIBIT 99.01

I hereby consent to be named in the Registration Statement on Form S-4 as a
person to become a director of the Company upon consummation of the initial
public offering.

/s/ WILLIAM T. LEITH

--------------------------------------
William T. Leith

September 9, 1997

<PAGE>

EXHIBIT 99.02

I hereby consent to be named in the Registration Statement on Form S-4 as a
person to become a director of the Company upon consummation of the initial
public offering.

/s/ R. MICHAEL MONDAVI

--------------------------------------
R. Michael Mondavi

September 9, 1997

<PAGE>

EXHIBIT 99.03

I hereby consent to be named in the Registration Statement on Form S-4 as a
person to become a director of the Company upon consummation of the initial
public offering.

/s/ TERRENCE R. FULWILER

--------------------------------------
Terrence R. Fulwiler

September 9, 1997

<PAGE>

EXHIBIT 99.04

I hereby consent to be named in the Registration Statement on Form S-4 as a
person to become a director of the Company upon consummation of the initial
public offering.

/s/ RICHARD C. BLAKE

--------------------------------------
Richard C. Blake

September 9, 1997

<PAGE>

EXHIBIT 99.05

I hereby consent to be named in the Registration Statement on Form S-4 as a
person to become a director of the Company upon consummation of the initial
public offering.

/s/ DANIEL R. FULWILER

--------------------------------------
Daniel R. Fulwiler

September 9, 1997

<PAGE>

EXHIBIT 99.06

I hereby consent to be named in the Registration Statement on Form S-4 as a
person to become a director of the Company upon consummation of the initial
public offering.

/s/ JAY K. TOMCHECK

--------------------------------------
Jay K. Tomcheck

September 9, 1997