amendment no, 4 to agfa / pca 2002 sales contract this amendment, dated as of october 17, 2005 ( the “ amendment ” ), by and among portrait corporation of america, inc., a corporation organized and existing under the laws of the state of delaware ( “ portrait ” ) ; pca international, inc, a corporation formerly organized and existing under the laws of the state of north carolina ( “ pcai ” ) ; pca llc, a limited liability company organized and existing under the laws of delaware ( “ pca llc ” and, together with portrait and pcai, “ pca ” ) ; and agfaphoto usa corporation, a company organized and existing under the laws of the state of delaware ( “ agfaphoto usa ” ). r e c i t a l s : a as of february 4, 2002, agfa corporation, a delaware corporation ( “ agfa corporation ” ), and pcai entered into the “ agfa / pca 2002 sales contract ” ( the “ 2002 sales contract ” ). b as of april 5, 2002, agfa corporation and pcai entered into “ amendment no. 1 ” to the 2002 sales contract ( the “ first amendment ” ). c as of june 28, 2002, agfa corporation, pcai and pca llc entered into “ amendment no. 2 ” to the 2002 sales contract ( the “ second amendment ” ). d as of june 15, 2005, agfaphoto usa and portrait entered into a letter agreement ( the “ letter agreement ” ). e as of september 28, 2005, agfaphoto usa and pca entered into “ amendment no. 3 ” to the 2002 sales contract ( the “ third amendment ” ). f as of the date hereof, pca and agfaphoto usa wish to enter into this “ amendment no. 4 ” to the sales contract ( the “ fourth amendment ” and, together with the 2002 sales contract, the first amendment, the second amendment and the letter agreement, the “ sales contract ” ), pursuant to which ( 1 ) pca is placing an order for certain agfa products with agfaphoto usa for a total purchase price of seven hundred ninety seven thousand nine hundred and thirty five us dollars and sixty four us cents, ( $ 797, 935, 64 ) ( the “ purchase price ” ) on the terms and conditions of the sales contract, including the amendments thereto hereby