Mel Masters

The Company has the following arrangements with certain of its directors,
executive officers or five percent shareholders;

(1) The Company leases space it currently occupies in Shady View I & II, with
Grandchildren's Realty Alternative Management Partnership I (GRAMPI), a
Minnesota limited partnership. The general partner of GRAMPI is
TimeMasters, Inc., a Minnesota corporation which is owned by Melvin L.
Masters. One of the limited partners of GRAMPI is the Masters Trust I, of
which Ralph Rolen, a director of the Company, was Trustee at the time of
the negotiations. The Company retained the services of an outside law firm
as well as an independent commercial real estate brokerage firm in
negotiating the lease. The Company leases 172,792 square feet of space
under this agreement which has a term of fifteen years and a monthly base
rate as of August 31, 1997, of $89,694. The base rate escalates
periodically over the term of the lease. The Company is also required to
pay its pro-rata share of property taxes, utilities and essentially all
other operating expenses. There is no renewal option. Rent expense under
this lease was $1,525,000 in fiscal 1997 of which $178,388 had not been
paid as of June 30, 1997.

(2) Under a Use Indemnification Agreement and certain related Board of
Directors' actions, the Company has the right to sponsor business and
business-related occasions at facilities owned by Masters Trust I and/or
Melvin L. Masters and/or TimeMasters, Inc and/or GRAMPI and/or GRAMPI #2.
In addition, the Company occasionally uses an airplane that is owned by a
Company controlled by Mr. Masters, for business-related travel. The Company
indemnifies the owners against loss or damage, reimburses out-of-pocket
expenses and pays a usage charge based on market rates. In the fiscal year
ended June 30, 1997 charges totalled $88,240.

(3) The Company has installed a campus-wide TimeMasters, Inc. wireless voice
system in its Eden Prairie facility. There are no monthly call operating
charges for unlimited use of that system. The system hardware was acquired
in fiscal 1995 for $211,000 based on competitive proposals for two other
comparable systems. Upgrades to the system amounted to $49,075 in fiscal
1997. TimeMasters, Inc. is a Minnesota corporation wholly-owned by Melvin
L. Masters.

(4) During September and October 1995, ColorSpan Corporation's (CSC's) cash
needs exceeded available cash. To cover short-term cash needs, CSC borrowed
$1,765,000 under a demand note from TimeMasters, Inc. (TMI), a corporation
controlled by the Company's Chief Executive Officer. The note had stated
interest at prime rate plus 1.75% and was satisfied in full in December
1996 through an offset of a note receivable from TMI arising from the sale
of common stock by the Company (see item (5) below). In consideration for
providing financing to CSC and executing a subordination and forbearance
agreement with the Company's senior lender, TMI was issued a warrant for
the purchase of 277,953 shares of the Company's common stock at an exercise
price of $6.35 per share. This transaction was submitted to and approved by
the shareholders at the Company's annual meeting in May 1996.

(5) In September 1996, the Company issued 914,286 shares of restricted common
stock in a private placement to TimeMasters, Inc., GRAMPI and GRAMPI #2
(together as a group known as the TimeMasters group), which is controlled
by Melvin L. Masters, the Company's CEO. The shares were issued at the
market price of $4.375

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per share for a total of $4 million. The TimeMasters group was also
issued a warrant for the purchase of an additional 914,286 shares at
$7.00 per share with an expiration date of September 16, 2004. The
TimeMasters group has the right to require the Company to effect up to
five demand registrations under the Securities Act within ten years of
the closing date of the transaction. The agreement also provides for
incidental registration rights during this same period. In addition,
shares acquired by TimeMasters upon the exercise of the warrant or
conversion right, obtained pursuant to the $1,765,000 demand note
discussed in item (4) above, have preferential incidental registration
rights expiring September 2006. The Company offset a portion of the
proceeds from this sale with CSC's indebtedness to TMI (see item (4)
above).

(6) In addition, Mel Masters, the Company's CEO, borrowed $585,000 from the
Company in November 1996. The amount borrowed was repaid in December
1996 together with interest at 10%.