Prismacolor Pencils

Enmotion® Brand Dispenser End User Lease Agreement and Warranty

1. Lease. Georgia-Pacific Consumer Products LP ("GP") leases to undersigned ("End User") certain enMotion® dispensers ("Dispensers"). All Dispensers remain GP's property. Lease begins when GP delivers a Dispenser to End User and continues for 5 years, unless terminated as provided herein, and will extend automatically annually thereafter without further charge.

2. Restrictions. End User will only use enMotion® branded refills ("Products") in Dispensers. Use or permitting the use of unauthorized product(s) in a Dispenser is prohibited. End User will only purchase Products from distributors that GP authorizes to sell Products. End User will not (a) in any way alter any Dispenser packaging or labeling; (b) remove or in any way tamper with GP's trademarks on the Dispensers; or (c) affix any other trademark(s), logo(s) or other mark(s) on any Dispensers. GP owns all Dispenser intellectual property rights.

3. Warranty and Repair. Each Dispenser will be free from defects in workmanship and materials under normal use with Products after Dispenser is installed. End User will promptly report to GP via 1-866-HELLOGP: location of the allegedly defective Dispenser, nature of defect, and date of installation. GP disclaims all other warranties with respect to Dispensers, express or implied, including but not limited to any implied warranties of merchantability or fitness for a particular purpose. If GP determines in good faith that defects in workmanship or material exist in any Dispenser, GP will, in its sole discretion, either repair defects, provide replacement parts or replace Dispenser. Except for this warranty, End User is responsible for all other Dispenser maintenance and repair. GP will not be liable for losses, costs or expenses resulting from (a) End User's or any other third party's improper installation, improper use or abuse of Dispensers, or (b) use of non-authorized products. GP will not be liable to End User for indirect, consequential or incidental damages with respect to this limited warranty and remedy; or for any other damages or remedies beyond those provided in this Lease.

4. Termination; Removal of Dispensers. Either party may terminate this Lease without cause by giving at least thirty (30) days written notice to the other party. Either party may immediately terminate this Lease, upon written notice to the other party if such other party: (a) breaches any provision of this Lease and fails to cure such breach within 10 days of receiving written notice of the breach; (b) ceases to carry on, sells or otherwise transfers substantially all of its business or assets; or (c) makes an assignment for the benefit of creditors. Within 30 days after this Lease terminates (or specific Dispenser leases are terminated), End User will either (a) remove all Dispensers and deliver those Dispensers to a place or places designated by GP in the continental United States, or (b) provide GP a list of the Dispensers and locations where they are installed so that GP may remove them and pick them up. If GP terminates the Lease without cause, then GP will pay the reasonable cost of removing and shipping the Dispensers; otherwise, End User is responsible for all such costs. If End User fails to return the Dispensers to GP (or provide information about their location, as the case may be), then GP or its designees may (on reasonable notice, during normal business hours, and at End User's expense) enter the premises where the Dispensers are located and take the Dispensers into its possession without incurring liability to End User. End User will not be entitled to refund of any fees as a result of termination or recovery of Dispensers.

5. General Provisions. End User may assign its rights and obligations under this Lease without GP's prior written consent to a subsequent purchaser of the facility in which the Dispensers are installed if the assignee is provided notice of the terms of this Lease and agrees to be bound by its terms. This Lease will inure to the benefit of and be binding upon respective successors and authorized assigns of the parties hereto. If any provision of this Lease is deemed unenforceable, invalid or illegal by a court of competent jurisdiction, then the validity of the remaining provisions will not be affected and the rights and obligations of GP and End User will be construed and enforced as if the Lease did not contain the particular provision deemed invalid or illegal. End User will only place the Dispensers in its locations within the United States.