COLOR IMAGING INC
PURCHASE AND SALE REL. AGMT.
<DOCUMENT>
<TYPE>EX-10.15
<SEQUENCE>7
<FILENAME>colorimaging10k123102ex1015.txt
<DESCRIPTION>PURCHASE AND SALE REL. AGMT.
<TEXT>
                                                                   EXHIBIT 10.15

                                  CONFIDENTIAL
                     PURCHASE AND SALE AND RELEASE AGREEMENT

     THIS PURCHASE AND SALE AND RELEASE  AGREEMENT (the "Agreement") is made and
entered into as of the 27 day of February,  2003 (the "Effective  Date"), by and
among Color Imaging,  Inc., a Delaware  corporation  (the "Company") and Stephen
Chromik, a resident of United Kingdom ("Mr. Chromik").

                                   WITNESSETH

     WHEREAS,  Mr.  Chromik  acquired  150,000 shares of the Common Stock of the
Company  ("Chromik  Shares")  and a warrant to  purchase  300,000  shares of the
Common Stock of the Company ("Chromik Warrant") pursuant to that certain Private
Placement completed in 2001;

     WHEREAS,  Mr.  Chromik  is now  dissatisfied  with the  investment  related
thereto,  including  the timing  of, and the  divestiture  of,  Logical  Imaging
Solutions  by the  Company,  the  Chromik  Warrant  being  for two years per the
documentation when Mr. Chromik believed the Chromik Warrant was for three years,
the delay of the  Company's  registration  statement  being  effective,  and the
involvement of the Company with Wall Street Consulting Corp., which was a factor
in the delay of the Company's registration statement being effective,  and other
related broker dealer issues;

     WHEREAS,  Mr. Chromik  desires to sell, and the Company desires to purchase
the Chromik Shares and the Chromik Warrant (collectively, the "Securities").

     IT IS THEREFORE AGREED, in consideration of the mutual promises,  covenants
and  premises  herein,  for  good  and  valuable  consideration   simultaneously
exchanged  between the Company and the Mr. Chromik,  the receipt and sufficiency
of which are hereby expressly acknowledged, the parties hereto mutually covenant
and agree as follows:

     1. Sale of Securities. Mr. Chromik hereby sells and assigns to the Company,
and  the  Company  hereby  purchases,  the  Securities  free  and  clear  of all
encumbrances  or  restrictions  for an aggregate  purchase  price of U.S.  Three
Hundred  Thousand  Dollars  ($300,000),  payable in accordance  with the payment
schedule  attached hereto as Exhibit A. At any time prior to the payment for all
of the  Securities by the Company,  Mr. Chromik shall have the one-time right to
cancel his sale of the  Securities  not yet paid for by the Company upon written
notice to the Company.  Upon receipt of such  notice,  the Company  shall not be
obligated to purchase the  remaining  Securities.  For example,  if Mr.  Chromik
delivers  a  written  notice of his  intent  to cease the sale of the  remaining
Securities  to the Company on October 1, 2003,  Mr.  Chromik will retain  33,332
shares of Common Stock of the Company and a warrant to purchase 66,664 shares of
Common Stock.  The Company will have paid Mr. Chromik  $233,336 and will have no
further  obligation  to purchase the shares and warrant  shares  retained by Mr.
Chromik.

     2.  Representations of Mr. Chromik.  Mr. Chromik represents that he has the
legal right and power, and all consents,  approvals and authorizations  required
by law,  to enter into this  Agreement  and to sell,  transfer  and  deliver the
Securities in the manner provided in this Agreement. The Securities are free and
clear of any security interest, pledge, lien, charge, adverse claim of ownership
or use, or any  restriction on ownership,  use,  voting,  transfer or receipt of
dividends, or any encumbrance of any kind.


<PAGE>

     3. Representation of Company. The Company has all necessary corporate power
and authority to execute and deliver this  Agreement.  The Board of Directors of
the Company has duly approved and  authorized the execution and delivery of this
Agreement and the consummation of the transactions contemplated hereby.

     4. Delivery of Documents and  Securities.  On the date hereof,  Mr. Chromik
has delivered to Arnall Golden Gregory,  LLP, as Escrow Holder pursuant to those
certain Escrow  Instructions  attached hereto as Exhibit B (a) Stock Certificate
No. CI 0366 issued as of December  21, 2001,  (b) both of the  original  Chromik
Warrants,  each for 150,000 shares,  (c) nine executed stock powers covering the
transfer of the Securities (Medallion Signature Guaranteed),  (d) this Agreement
executed by Mr.  Chromik,  and (e) in the event that Michael Edson executes this
Agreement and the stock powers  referenced  above, on behalf of Stephen Chromik,
the  executed  Power of Attorney  evidencing  his  authorization  to act in such
capacity.

     5.  Confidentiality  of this  Agreement.  The  provisions of this Agreement
shall  be  considered  proprietary  information  and held in  confidence  by the
parties  and shall not be  publicized  or  disclosed  in any manner  whatsoever,
except where  required to enforce the terms of this  Agreement.  Notwithstanding
the  prohibition  in the preceding  sentence:  (a) Mr. Chromik may disclose this
Agreement,  in  confidence,  to  immediate  family  who  agree to  maintain  the
information  in  confidence;  (b) the parties may  disclose  this  Agreement  in
confidence  to  their  attorneys,  accountants,  auditors,  tax  preparers,  and
financial advisors who agree to maintain the information in confidence;  (c) the
Company may disclose this  Agreement to its  employees,  agents,  and affiliates
only as  necessary to perform the  Agreement  or to fulfill  standard or legally
required corporate reporting or disclosure requirements; and (d) the parties may
disclose this Agreement  insofar as such  disclosure may be necessary to enforce
its  terms  or  as  otherwise  required  by  law.  In  particular,  and  without
limitation,  Mr. Chromik agrees not to discuss this Agreement and its terms with
present  or former  Company  employees,  shareholders  or other  individuals  or
entities doing business with Company.

     6.  Non-Disparagement.  Mr.  Chromik  shall  not  at  anytime  make  false,
misleading or disparaging statements about the Company, its parent, subsidiaries
or affiliates, including any of their products, services, management, directors,
officers, employees, and customers.

     7. Release of Company.  (a) By signing this  Agreement,  Mr. Chromik on his
own  behalf  and that of his heirs and  assigns  hereby  releases,  acquits  and
forever  discharges  the Company  and its  successors,  assigns and  affiliates,
shareholders, officers, directors, attorneys and agents, (other than the persons
covered by the  assignment  at Section 9 below) of and from any and all  claims,
liabilities,  demands,  causes of  action,  costs,  expenses,  attorneys'  fees,
damages,  indemnities and  obligations of every kind and nature,  other than the
claims assigned at Section 9 below (collectively  "Claims"),  in law, equity, or
otherwise, known or unknown, suspected or unsuspected, disclosed or undisclosed,
arising from or in any way related to agreements, events, acts or conduct at any
time prior to and including the Effective Date of this Agreement,  including but
not limited to: (i) all Claims  related to the  purchase  or  repurchase  of the
Securities  offered and sold in the Company's  private  placement during 2001 in
which Mr. Chromik  acquired the Securities;  (ii) all Claims arising out of that
certain  Subscription  Agreement,  dated  December 24, 2002,  by and between the
Company  and  Chromik,  (iii) all  Claims  related  to the  timing  of,  and the


                                       2
<PAGE>

divestiture of Logical Imaging Solutions by the Company, (iv) all Claims related
to the  involvement  of the Company  with Wall Street  Consultants,  and (v) all
Claims  pursuant  to any  federal,  state or  local  law  (including  applicable
securities and corporate laws) or cause of action,  tort law,  contract law, and
breach of the  implied  covenant  of good faith and fair  dealing.  Mr.  Chromik
further hereby covenants not to sue or otherwise  initiate any legal proceedings
against the Company and its successors, assigns and affiliates and all officers,
directors, agents, shareholders,  successors,  assigns and affiliates of each of
the  foregoing,  arising from events,  acts or conduct that occurred at any time
prior to or including the Effective Date of this Agreement.

     (b) MR. CHROMIK  EXPRESSLY WAIVES WITH REGARD TO ANY UNKNOWN CLAIMS ANY AND
ALL RIGHTS UNDER CALIFORNIA CIVIL CODE SS. 1542 WHICH PROVIDES AS FOLLOWS:

         A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT
         KNOW OR  SUSPECT  TO EXIST IN HIS  FAVOR AT THE TIME OF  EXECUTING  THE
         RELEASE,  WHICH  IF  KNOWN TO HIM MUST  HAVE  MATERIALLY  AFFECTED  HIS
         SETTLEMENT WITH THE DEBTOR.

MR. CHROMIK ACKNOWLEDGES THAT HE MAY HAVE SUSTAINED DAMAGES, EXPENSES AND LOSSES
WHICH ARE PRESENTLY UNKNOWN OR NOT SUSPECTED, AND THAT SUCH CLAIMS, EXPENSES AND
LOSSES,  IF ANY, MAY GIVE RISE TO  ADDITIONAL  CLAIMS FOR DAMAGES,  EXPENSES AND
LOSSES IN THE FUTURE WHICH ARE NOT ANTICIPATED IN CONNECTION WITH THE SUBJECT OF
THIS AGREEMENT.  NEVERTHELESS,  MR. CHROMIK ACKNOWLEDGES THAT THIS AGREEMENT HAS
BEEN SIGNED IN LIGHT OF THESE RISKS AND HE IS FULLY AWARE OF THESE CIRCUMSTANCES
AND  EXPRESSLY  WAIVES ALL RIGHTS HE MAY HAVE WITH  RESPECT TO SUCH CLAIMS UNDER
CALIFORNIA  CIVIL CODE SS. 1542, OR UNDER ANY OTHER STATE OR FEDERAL  STATUTE OR
COMMON LAW PRINCIPLE.

     8. Voluntary Action. Each party acknowledges that he or it, as the case may
be, executes this Agreement  freely and  voluntarily,  without  threat,  duress,
coercion or promise of any future  consideration not expressly set forth in this
Agreement. He further acknowledges that he has been advised by this writing that
he has  been  advised  to  consult  with an  attorney  prior to  executing  this
Agreement.

     9.  Assignment  of Third Party  Claims;  Cooperation.  Mr.  Chromik  hereby
assigns and  transfers  to the Company all rights he has against  Larry  Gordon,
Lexington  Ventures,  Inc., Jack Myers, J.G. Myers & Co., Wall Street Consulting
Corp. (and its affiliates),  Michael Brennan, and any former director or officer
of the Company (the "Potential  Defendants") arising from Mr. Chromik's purchase
of the Securities. In connection therewith, Mr. Chromik agrees to make available
to the Company,  upon its written request, any and all records and documentation
in his possession  relating to such purchase.  Mr. Chromik shall  cooperate with
the Company should it decide to pursue claims against the Potential Defendants.

                                       3
<PAGE>

     10. Entire Agreement.  This Agreement  constitutes the complete,  final and
exclusive  embodiment of the entire  agreement  between the parties  hereto with
respect to the  subject  matter  hereof.  This  Agreement  is  executed  without
reliance upon any promise,  warranty or representation,  written or oral, by any
party or any  representative  of any party other than those expressly  contained
herein and it supersedes any other such promises, warranties or representations.
Mr. Chromik  acknowledges  that he has carefully read this  Agreement,  has been
afforded  the  opportunity  to be,  and has been,  advised  of its  meaning  and
consequences by an attorney,  and has signed the same of his own free will. This
Agreement  may not be amended or modified  except in a writing  signed by all of
the  parties  hereto.  Each  party will bear all of his or its own costs or fees
incurred in connection with the making of this Agreement.

     11. Severability.  If a court of competent jurisdiction determines that any
term or provision of this Agreement is invalid or unenforceable,  in whole or in
part,  then the remaining terms and provision  hereof shall be unimpaired.  Such
court will have the authority to modify or replace the invalid or  unenforceable
term or  provision  with a valid and  enforceable  term or  provision  that most
accurately  represents  the  parties'  intention  with respect to the invalid or
unenforceable term or provision.

     12. Warranties. Mr. Chromik warrants and represents that there are no liens
or claims of lien or assignments in law or equity or otherwise on or against any
of the claims or causes of action  released  herein and that he has not assigned
or otherwise  transferred any of the claims or causes of action released herein,
except  as  provided  herein.  Further,  Mr.  Chromik  affirms  that he is fully
entitled  and duly  authorized  to give his  release and  discharge  as provided
herein.

     13. Successors and Assigns.  This Agreement shall bind the heirs,  personal
representatives,  successors,  assigns,  executors,  and  administrators of each
party, and inures to the benefit of each party, its or her heirs, successors and
assigns.

     14. Counterparts.  This Agreement may be executed in counterparts,  each of
which shall be deemed an original and all of which together shall constitute one
and the same instrument.

     15.  Jurisdiction  and  Venue.  Any legal  action or other  formal  dispute
resolution  proceeding  initiated by or arising between the parties and relating
to this Agreement  shall be subject to the exclusive  jurisdiction  and venue of
the  Superior  Court of Los Angeles  County,  California,  or the United  States
District Court for the Central District of California.

     16.  Applicable  Law. This Agreement  shall be  interpreted,  construed and
enforced in accordance  with the laws of the State of Georgia  without regard to
its conflicts of law principles.

     17. Condition  Precedent.  The parties hereto acknowledge and agree that it
is his and its intention to complete this  transaction  simultaneously  with the
purchase by the Company  pursuant to that certain  Purchase and Sale and Release
Agreement  (the "Edson  Agreement") by and between the Company and Michael Edson
of  securities  purchased  from the  Company by Michael  Edson  pursuant  to the
Company's  Private  Placement  completed in 2001. In the event the  transactions
contemplated   by  this  Agreement  and  the  Edson  Agreement  are  not  closed
simultaneously, this Agreement shall be of no force or effect.

                                       4
<PAGE>

     18. Breach. Subject to Section 17 above, in the event the Company (a) fails
to deliver payment of the purchase price to the Escrow Holder for payment to Mr.
Chromik in accordance  with Section 1 above,  or (b) fails to deliver payment of
the purchase  price to Michael Edson in  accordance  with Section 2 of the Edson
Agreement,  Mr.  Chromik may, in his sole  discretion,  elect to (a) enforce his
rights under this  Agreement,  or (b) waive any and all rights to pursue  claims
for breach of contract or otherwise under this  Agreement,  and solely upon such
election to waive his rights  hereunder,  (i)  Sections 4, 5, 6, 7 and 9 of this
Agreement  shall be of no force or effect,  and (ii) Mr.  Chromik may pursue any
claims  covered under  Sections 4, 5, 6, 7 and 9 of this Agreement and (iii) any
amounts  paid  hereunder  to Mr.  Chromik  by the  Company  and  the  Securities
purchased  hereunder  shall be taken into  account in  determining  whether  the
Company has any further obligation to Mr. Chromik.



                                       5
<PAGE>


     IN WITNESS  WHEREOF,  the  parties the parties  hereto have  executed  this
Agreement as of the date first above written. COLOR IMAGING, INC.

                                                 /S/ MORRIS E. VAN ASPEREN
                                             By: _______________________________
                                             Its:   Executive VP
                                             Date Executed: 2-27-03

Sworn to and subscribed
before me this 27 day of
FEB, 2003


/S/ ANJU PATEL
----------------------
Notary Public
[Seal]

    NOTARY PUBLIC, GWINNETT COUNTY
  MY COMMISSION EXPIRES MAY 29TH , 2004
                                             MR. CHROMIK:

                                             /S/ MICHAEL EDSON
                                             -----------------------------------

                                             Michael Edson, on behalf of Stephen
                                             Chromik,  pursuant to the  executed
                                             Power of Attorney  attached  hereto
                                             and  incorporated  herein  ("POA").
                                             Michael   Edson    represents   and
                                             warrants  that  his   authorization
                                             pursuant   to  the  POA  is   true,
                                             correct and complete,  has not been
                                             amended or modified  and is in full
                                             force and effect.

                                             Date Executed: 02-38-03

Sworn to and subscribed
before me this 28th day of
FEBRUARY, 2003


/S/ JONG H. KIM
----------------------
Notary Public

JONG H. KIM
Comm. # 1313769
SEAL OF               NOTARY PUBLIC-CALIFORNIA
CALFORNIA             Los Angeles County

My Comm. Expires Aug. 15, 2005
---------------------------------------------
[Seal]




                                       6
<PAGE>


                                                 EXHIBIT A


<TABLE>
<CAPTION>
<S>                             <C>            <C>            <C>                   <C>

                  2003             UNITS       STOCK (1)      WARRANTS (2)          PAYMENT
         ---------------------  ------------  -------------  ----------------       -------------
         March 31                     16,672         16,672            33,344           $  33,344
         April 30                     16,666         16,666            33,332           $  33,332
         May 31                       16,666         16,666            33,332           $  33,332
         June 30                      16,666         16,666            33,332           $  33,332
         July 31                      16,666         16,666            33,332           $  33,332
         August 31                    16,666         16,666            33,332           $  33,332
         September 30                 16,666         16,666            33,332           $  33,332
         October 31                   16,666         16,666            33,332           $  33,332
         November 30                  16,666         16,666            33,332           $  33,332
                                ------------  -------------  ----------------       -------------
                                     150,000        150,000           300,000           $ 300,000

</TABLE>



                                       7
<PAGE>


                                                                       EXHIBIT B

                               ESCROW INSTRUCTIONS

     These  Escrow  Instructions  are given by Color  Imaging,  Inc., a Delaware
corporation  (the "Company"),  to Arnall Golden Gregory,  LLP, a Georgia limited
liability partnership ("Escrow Holder").

     1.  ACQUISITION:  The  Company  desires to purchase  150,000  shares of the
Common Stock of the Company ("Chromik Shares") and a warrant to purchase 300,000
shares of the Common  Stock of the  Company  ("Chromik  Warrant")  from  Stephen
Chromik ("Mr. Chromik").

     2. ESTABLISHMENT OF THE ESCROW:

          (a) Escrow Holder will open an escrow account (the "Escrow"),  and the
     Company  will  deliver  to Escrow  Holder  for  deposit  into the Escrow an
     aggregate  of  $300,000  (the  "Purchase  Price"),  payable  into Escrow in
     accordance with the payment schedule  attached hereto as Exhibit A together
     with a full copy of that certain  Purchase  and Sale and Release  Agreement
     between the Company and Mr. Chromik (the "Purchase  Agreement") executed by
     the Company. All monies so deposited will be in the form of a company check
     or bank check in favor of "Arnall Golden  Gregory,  LLP as Escrow Agent for
     Color Imaging,  Inc." Escrow Holder will hold all monies and other property
     in the escrow as escrow  agent,  in trust,  for the  Company  free from any
     liens,  claims or  offsets,  and such monies and other  property  shall not
     become the property of Mr. Chromik, nor subject to the debts thereof or the
     debts of Escrow Holder,  unless and until the conditions set forth in these
     instructions  to disbursement of such monies to Mr. Chromik have been fully
     satisfied.

          (b) Mr. Chromik will deliver to Escrow Holder those items set forth in
     Section 4 of the Purchase Agreement (the "Securities").  Escrow Holder will
     hold all such  items in the  escrow as  escrow  agent,  in  trust,  for Mr.
     Chromik  free from any liens,  claims or offsets,  and such items shall not
     become the property of the Company, nor subject to the debts thereof or the
     debts of Escrow Holders, unless and until the conditions set forth in these
     instructions  to  disbursement of such items to the Company have been fully
     satisfied.

     3.  INVESTMENT:  All funds will be held by Escrow Holder in a bank account.
No funds will earn  interest  until Escrow  Holder  receives an I.R.S.  Form W-9
completed and executed by Mr. Chromik and the Company's check has been collected
in good funds.

     4. CLOSING:  The Escrow will remain open until the earliest to occur of the
following (the "Closing Date"):

          (a) Receipt by Escrow  Holder of the  Purchase  Price from the Company
     and the Securities from Mr. Chromik;



                                       8
<PAGE>

          (b) Receipt by Escrow Holder of the written notice from Mr. Chromik to
     the Company that he is exercising  his one-time right to cancel the sale of
     the Securities not yet paid for by the Company;

          (c) Subject to Section 5 below,  cancellation  of this  Agreement or a
     default under the Purchase Agreement;

          (d) Five o'clock P.M. on December 31, 2003.

     If on or prior to the Closing Date, Escrow Holder has received the Purchase
Price from the Company and the Securities from Mr.  Chromik,  Escrow Holder will
disburse each  installment  of the Purchase  Price as set forth on Exhibit A via
check or wire transfer and this Agreement  executed by the Company in the Escrow
to Mr. Chromik at 88 Queensway,  Maidenhead,  SL67SR England or pursuant to wire
transfer  instructions  provided by Mr.  Chromik with the  Securities  delivered
pursuant to the  Purchase  Agreement  and the Escrow  Holder will  disburse  the
Securities to the Company at 4350  Peachtree  Industrial  Boulevard,  Suite 100,
Norcross,  GA 30071 in  accordance  with the  schedule  set forth on  Exhibit A.
Thereafter, the Escrow will be closed. Under no circumstances will Escrow Holder
be required to disburse any monies until the check  therefore has been collected
in good funds.

     5.  CANCELLATION  OR  DEFAULT.  In the  event of the  cancellation  of this
Agreement  or a  breach  of  the  Purchase  Agreement,  if one  or  more  of the
installments payments of the Purchase Price has been delivered to Escrow Holder,
the Company will inform Escrow Holder of the breach or cancellation,  and Escrow
Holder, upon receiving such notice, will (a) refund any monies currently held in
Escrow to the Company,  and (b) will return any  Securities not purchased by the
Company to Mr. Chromik.

     6.  INSTRUCTIONS  AND  AMENDMENTS:  All notices and  instructions to Escrow
Holder must be in writing and may be delivered  personally or mailed,  certified
or registered mail, return receipt requested, addressed to Arnall Golden Gregory
LLP, 1201 West Peachtree Street, Suite 2800, Atlanta,  Georgia 30309, Attention:
Clark Fitzgerald,  Esq. Unless otherwise provided herein, these instructions may
be amended or further instructions given only to the extent that such amendments
or  instructions  are  consistent  with,  and  do not  add  materially  to,  the
description of the Escrow contained in the Purchase Agreement.

     7. INTENTIONALLY OMMITTED.

     8. EXCULPATION: Escrow Holder will not be liable for:

          (a) The genuineness,  sufficiency,  correctness as to form,  manner or
     execution or validity of any  instrument  deposited in the Escrow,  nor the
     identity, authority or rights of any person executing the same.

          (b) Any misrepresentation or omission in the Purchase Agreement or any
     failure  to keep or comply  with any of the  provisions  of any  agreement,
     contract, or other instrument referred to therein;



                                       9
<PAGE>

          (c)  The  failure  of  the  Company  to  transmit,  or  any  delay  in
     transmitting, the Purchase Price to Escrow Holder; or

          (d) The  failure of Mr.  Chromik to deliver the  Securities  to Escrow
     Holder.

     Escrow  Holder's  duties  hereunder  shall be limited to the safekeeping of
monies,  instruments  or other  documents  received by the Escrow Holder and any
further responsibilities expressly provided in this Escrow Agreement.

     9. INTERPLEADER: In the event conflicting demands are made or notice served
upon Escrow  Holder with  respect to the Escrow,  Escrow  Holder  shall have the
absolute right at its election to do either or both of the following:

          (a) Withhold and stop all further  proceedings in, and performance of,
     this escrow; or

          (b) File a suit in  interpleader  and  obtain an order  from the court
     requiring  the parties to litigate  their  several  claims and rights among
     themselves.  In the event such interpleader suit is brought,  Escrow Holder
     shall be fully  released from any  obligation to perform any further duties
     imposed upon it  hereunder,  and the Company shall pay Escrow Holder actual
     costs,  expenses and  reasonable  attorney's  fees  expended or incurred by
     Escrow Holder,  the amount thereof to be fixed and a judgment thereof to be
     rendered by the court in such suit.

     10.  INDEMNITY:  The  Company  further  agrees  to  pay on  demand,  and to
indemnify  and hold Escrow Holder  harmless from and against all cost,  damages,
judgments, attorney's fees, expenses, obligations and liabilities of any kind or
nature  which,  in good faith,  Escrow Holder may incur or sustain in connection
with or arising out of the Escrow.

     11.  RESIGNATION OF ESCROW HOLDER:  Escrow Holder may resign  herefrom upon
fourteen  (14) days prior written  notice to the Company and shall  thereupon be
fully released from any obligation to perform any further duties imposed upon it
thereunder.  Escrow Holder will  transfer all files and records  relating to the
Escrow to any  successor  escrow  holder upon  receipt of a copy of the executed
escrow instructions designating such successor.

     12.  FACSIMILE:  The Company  agrees that Escrow  Holder may, but need not,
honor and follow instructions, amendments or other orders ("orders") which shall
be provided by telephone  facsimile  transmission  ("faxed") to Escrow Holder in
connection  with this escrow and may act  thereon  without  further  inquiry and
regardless of by whom or by what means the actual or purported  signature of the
Company may have been affixed  thereto if such signature in Escrow Holder's sole
judgment  resembles the signature of the Company.  The Company  indemnifies  and
holds Escrow Holder free and harmless from any and all liability,  suits, claims
or causes of action  which may arise from loss or claim of loss  resulting  from
any forged,  improper,  wrongful or unauthorized faxed order. The Company agrees
to pay all actual  attorney fees and cost  reasonably  incurred by Escrow Holder
(or allocable to its in-house counsel), in connection with said claim(s).



                                       10
<PAGE>

     13. OTHER:

          (a) Time is of the  essence  of these and all  additional  or  changed
     instructions.

          (b) These Escrow Instructions may be executed in counterparts, each of
     which so executed  shall,  irrespective  of the date of its  execution  and
     delivery,  be deemed an  original,  and said  counterparts  together  shall
     constitute one and the same instrument.

          (c) These  Escrow  Instructions  shall be  governed  by,  and shall be
     construed according to, the laws of the State of Georgia.

     IN WITNESS  WHEREOF,  the parties have executed  these Escrow  Instructions
pursuant  to due  authority  as of the  date set  forth  besides  such  parties'
signature below.

 "COMPANY"                   Color Imaging, Inc.,
                             a Delaware corporation


                             By:  _____________________________________

                             Its: _____________________________________

                             Date:  ________________, 2003



 "ESCROW HOLDER"             Arnall Golden Gregory, LLP,
                             a Georgia limited liability partnership

                             By:  _____________________________________

                             Its: _____________________________________

                             Date:  ________________, 2003


<PAGE>


                                    Exhibit A
                          Payment and Delivery Schedule

<TABLE>
<CAPTION>
<S>                             <C>            <C>            <C>                   <C>

                  2003             UNITS       STOCK (1)      WARRANTS (2)          PAYMENT
         ---------------------  ------------  -------------  ----------------       -------------
         March 31                     16,672         16,672            33,344           $  33,344
         April 30                     16,666         16,666            33,332           $  33,332
         May 31                       16,666         16,666            33,332           $  33,332
         June 30                      16,666         16,666            33,332           $  33,332
         July 31                      16,666         16,666            33,332           $  33,332
         August 31                    16,666         16,666            33,332           $  33,332
         September 30                 16,666         16,666            33,332           $  33,332
         October 31                   16,666         16,666            33,332           $  33,332
         November 30                  16,666         16,666            33,332           $  33,332
                                ------------  -------------  ----------------       -------------
                                     150,000        150,000           300,000           $ 300,000

</TABLE>



1590116v4

</TEXT>
</DOCUMENT>
