<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>exh101.txt
<DESCRIPTION>EXHIBIT 10.1
<TEXT>


                                                     Exhibit 10.1

                           ENNIS, INC.
                  REGISTRATION RIGHTS AGREEMENT

      THIS  REGISTRATION  RIGHTS AGREEMENT (the  "Agreement")  is
entered  into as of the 19th day of November, 2004, by and  among
Ennis,  Inc.,  a  Texas  corporation (the  "Company"),  and  each
stockholder  of Centrum Acquisition, Inc., a Delaware corporation
("Centrum"),  listed  on  the signature  pages  hereto  (each,  a
"Stockholder" and, collectively, the "Stockholders").

                            RECITALS

     A.    The  Company, Centrum and Midlothian Holdings  LLC,  a
Delaware limited liability company ("Sub"), have entered into  an
Agreement and Plan of Merger (the "Merger Agreement"), dated June
25,  2004,  as amended, pursuant to which Centrum will be  merged
(the  "Merger") with and into Sub and the shares of capital stock
of Centrum held by the Stockholders will be converted into Common
Stock.

     B.   It is a condition to Centrum's obligation to consummate
the Merger Agreement that the Company enter into this Agreement.


                            AGREEMENT

      NOW, THEREFORE, in consideration of the premises, covenants
and  conditions set forth in this Agreement, the parties mutually
agree as follows:

SECTION 1.     GENERAL

     1.1   Definitions.  As used in this Agreement the  following
terms shall have the following respective meanings:

          "Common Stock" means the common stock, $2.50 par value,
     of the Company.

          "Company  Indemnity Agreement" means the Indemnity  and
     Restriction  Agreement  dated  the  date  hereof  among  the
     Holders and the Company.

          "Crabar"    means   Crabar/GBF,   Inc.,   a    Delaware
     corporation.

          "Exchange  Act"  means the Securities Exchange  Act  of
     1934, as amended.

          "Form S-3" means such form under the Securities Act  as
     in  effect  on the date hereof or any successor registration
     form  under the Securities Act subsequently adopted  by  the
     SEC  which permits inclusion or incorporation of substantial
     information  by reference to other documents  filed  by  the
     Company with the SEC.

                                1
<PAGE>
          "Holder"  means any Person owning of record Registrable
     Securities  that  have not been sold to the  public  or  any
     assignee  of  record  of  such  Registrable  Securities   in
     accordance  with  Section  2.8  hereof,  including   without
     limitation  the Stockholders and their respective  permitted
     successors and assigns.

          "Holder  Indemnity Agreement" means the  Indemnity  and
     Restriction  Agreement  dated  the  date  hereof  among  the
     Principal Holders, the Company and Sub.

          "Person"  means  any  individual,  trust,  corporation,
     partnership, limited partnership, limited liability  company
     or other business association or entity, court, governmental
     body or governmental agency.

          "Principal Holders" means Laurence Ashkin, Roger Brown,
     John McLinden and Arthur Slaven.

          "Register," "registered," and "registration" refer to a
     registration effected by preparing and filing a registration
     statement  in  compliance with the Securities Act,  and  the
     declaration   or   ordering   of   effectiveness   of   such
     registration statement or document.

          "Registrable Securities" means Common Stock  issued  to
     the Stockholders in connection with the Merger.

          "Registration   Expenses"  shall  mean   all   expenses
     incurred by the Company in complying with Sections 2.1,  2.2
     and   2.3   hereof,   including,  without  limitation,   all
     registration  and filing fees, printing expenses,  fees  and
     disbursements of counsel for the Company, Blue Sky fees  and
     expenses, the expense of any auditor letter and any  special
     audits incident to or required by any such registration, but
     shall specifically exclude Selling Expenses.

          "Rule  144"  means  Rule  144  promulgated  under   the
     Securities  Act  as  in effect on the  date  hereof  or  any
     successor  rule  or  regulation  under  the  Securities  Act
     subsequently adopted by the SEC.

          "SEC" or "Commission" means the Securities and Exchange
     Commission.

          "Securities Act" shall mean the Securities Act of 1933,
     as amended.

          "Selling   Expenses"   shall  mean   all   underwriting
     discounts  and selling commissions applicable  to  any  sale
     hereunder and all fees and expenses of legal counsel to  the
     Holders.

SECTION 2.     REGISTRATION

    2.1  Required Registration.

         (a)   Registration Statement.  The Company shall use its
commercially reasonable

                                2
<PAGE>
efforts to prepare and file as promptly as practicable after  the
Effective  Time (as defined in the Merger Agreement), but  in  no
event later than fifteen (15) days after the Effective Time, with
the  SEC a registration statement on Form S-3 with respect to the
Registrable  Securities  (the "Registration  Statement")  and  to
effect  all  such  registrations, qualifications and  compliances
(including,    without    limitation,    obtaining    appropriate
qualifications or exemptions under applicable state securities or
"blue   sky"  laws  and  compliance  with  any  other  applicable
governmental  or  securities law requirements or regulations)  as
any  Holder  may  reasonably request and  that  would  permit  or
facilitate the sale of Registrable Securities in the open  market
(provided,  however, that the Company shall not  be  required  in
connection  therewith  to qualify to do business  or  to  file  a
general  consent  to  service of process in  any  such  state  or
jurisdiction), and shall use its commercially reasonable  efforts
so   that   such  Registration  Statement  and  all  other   such
registrations,   qualifications  and   compliances   may   become
effective  no later than sixty (60) days following the  Effective
Time.   Notwithstanding the foregoing, the Company shall  not  be
obligated to effect an underwritten registration statement.

         (b)  Effectiveness, Suspension Right, Lock-Up.

              (i)     The   Company  will  use  its  commercially
reasonable   efforts  to  maintain  the  effectiveness   of   the
Registration   Statement  and  other  applicable   registrations,
qualifications  and  compliances until  the  registration  rights
granted under this Section 2 terminate in accordance with Section
2.5  (the "Registration Effective Period"), and from time to time
will  amend  or  supplement the Registration  Statement  and  the
prospectus  contained therein as and to the extent  necessary  to
comply  with  the  Securities  Act,  the  Exchange  Act  and  any
applicable state securities statute or regulation, subject to the
following limitations and qualifications.

              (ii)   Following the date on which the Registration
Statement  is  first  declared effective,  the  Holders  will  be
permitted  (subject in all cases to Section 2.2 below)  to  offer
and sell Registrable Securities during the Registration Effective
Period  in  the  manner described in the Registration  Statement,
provided  that  the Registration Statement remains effective  and
has not been suspended;

              (iii)  Notwithstanding any other provision of  this
Section  2.1 but subject to Section 2.2, the Company  shall  have
the right at any time (but no more than three times in any twelve-
month  period) to require that all Holders suspend  further  open
market  offers and sales of Registrable Securities whenever,  and
only  if,  in  the reasonable good faith judgment of the  Company
after receipt of advice from outside counsel there is or there is
reasonably   likely  to  be  in  existence  material  undisclosed
information   or  events  with  respect  to  the   Company   (the
"Suspension  Right").   In the event the  Company  exercises  the
Suspension  Right,  such suspension will continue  only  for  the
period of time reasonably necessary for disclosure to occur at  a
time  that  is not detrimental to the Company or its stockholders
or  until  such  time as the information or event  is  no  longer
material  (but in no event more than 30 days), each as determined
in good faith by the Company after receipt of advice from outside
counsel.   The Company will promptly give the Holders  notice  of
any  such  suspension  and  will use all commercially  reasonable
efforts to minimize the length of the suspension.

                                3
<PAGE>
               (iv)  Each  Holder  agrees, if  requested  by  the
Company and an underwriter of a public offering of securities  of
the  Company,  not  to  sell, assign, donate,  pledge,  encumber,
hypothecate, grant an option to or otherwise transfer or  dispose
of,  whether in privately negotiated or open market transactions,
any  Common Stock or other securities of the Company held  by  it
during  a  period  not to exceed one hundred  twenty  (120)  days
following  the  effective  date  of  the  registration  statement
relating to such underwritten public offering, provided that  all
executive  officers and directors of the Company are  subject  to
substantially  identical  restrictions.   Upon  request  of   the
Company,  each Holder will execute an agreement agreeing  to  the
foregoing  and  containing other customary terms and  conditions,
and  the  Company  may  impose  stop-transfer  instructions  with
respect to the shares subject to the foregoing restrictions until
the end of such period.

    2.2    Procedure  for  Sale  of  Shares  under   Registration
Statement.

           (a) Delivery of Prospectus.  For any offer or sale  of
any  of  the  Registrable Securities by a Holder in a transaction
that  is  not  exempt under the Securities Act,  the  Holder,  in
addition  to  complying with any other federal  securities  laws,
shall deliver a copy of the final prospectus (or amendment of  or
supplement  to  such  prospectus) of  the  Company  covering  the
Registrable Securities in the form furnished to the Holder by the
Company to the purchaser of any of the Registrable Securities  on
or   before  the  settlement  date  for  the  purchase  of   such
Registrable Securities.

           (b) Copies of Prospectuses.  The Company shall furnish
to  each  Holder  a  reasonable number of  copies  of  the  final
prospectus (or amendment of or supplement to such prospectus)  of
the  Company  covering  the  Registrable  Securities  as  may  be
necessary  so that, as thereafter delivered to the purchasers  of
such Registrable Securities, such prospectus shall not as of  the
date  of delivery to the Holder include an untrue statement of  a
material  fact  or omit to state a material fact required  to  be
stated  therein or necessary to make the statements  therein  not
misleading  or incomplete in the light of the circumstances  then
existing, in each case exclusive of information supplied by  such
Holder expressly for inclusion in the Registration Statement.

    2.3  Piggyback Registrations.

         (a)  The Company shall notify all Holders in writing  at
least  thirty  (30) days prior to the filing of any  registration
statement  under  the  Securities Act for purposes  of  a  public
offering of securities of the Company (including, but not limited
to,  registration statements relating to offerings of  securities
of  the  Company for the account of stockholders of the  Company,
but   excluding  the  Registration  Statement  and   registration
statements  on  Forms S-4 and S-8) and will offer to  include  in
such  registration  statement all of such Registrable  Securities
held  by  such Holder. If the registration statement under  which
the  Company  gives  notice under this  Section  2.3  is  for  an
underwritten offering, the Company shall so advise the Holders in
such  notice.   Each  Holder desiring  to  include  in  any  such
registration  statement  all  or  any  part  of  the  Registrable
Securities  held  by  it shall, within fifteen  (15)  days  after
receipt of the above-described notice from the Company, so notify
the Company in writing.

         (b)   If  the  registration statement  under  which  the
Company   gives  notice  under  this  Section  2.3  is   for   an
underwritten offering, and the managing underwriters  advise  the
Company in writing that in their opinion the number of securities
requested to be included in such

                                4
<PAGE>
registration  (i) creates a substantial risk that the  price  per
share  in  such  registration will be  materially  and  adversely
affected, or (ii) exceeds the number which can be reasonably sold
in  such offering, then the number of shares that may be included
in  the underwriting shall be allocated, first, to the Company if
the  Company, and not a stockholder, initiated the filing of  the
registration  statement; second, to the Holders  on  a  pro  rata
basis based on the total number of Registrable Securities held by
the  Holders  desiring  to participate in  the  registration  and
underwriting  pursuant  to the terms of  this  Section  2.3;  and
third,  to any other stockholder of the Company participating  in
such  underwritten  offering on a pro rata  basis  based  on  the
number of shares that all such stockholders desire to register.

         (c)   The  Company shall have the right to terminate  or
withdraw any registration initiated by it under this Section  2.3
prior  to the effectiveness of such registration whether  or  not
any  Holder has elected to include Registrable Securities in such
registration.   The  Registration  Expenses  of  such   withdrawn
registration  shall  be borne by the Company in  accordance  with
Section 2.4 hereof.

         (d)   The Holders, as a group, shall be limited to  only
one   right  to  include  Registrable  Securities  in  a  Company
registration  statement under Section 2.3(a).  The Holders  shall
only have the "piggyback" registration rights provided in Section
2.3(a) with respect to the first registration statement for which
the  Company provides notice to the Holders under Section 2.3(a),
and  the Holders' "piggyback" registration rights shall terminate
upon  such  registration  statement  becoming  effective  if  all
Registrable Securities that the Holders have notified the Company
pursuant to Section 2.3(a) they wish to include in a registration
statement  are included; provided, however, that if  the  Holders
are  prevented,  pursuant to Section 2.3(b), from  including  all
Registrable  Securities  that  they  have  notified  the  Company
pursuant to Section 2.3(a) they wish to include in a registration
statement,  the  Holders' "piggyback" registration  rights  shall
remain  in  effect  until  all Registrable  Securities  that  the
Holders have notified the Company pursuant to Section 2.3(a) they
wish to include in a registration statement have been included in
one  or more effective registration statements under this Section
2.3.

     2.4   Expenses of Registration.  Except as provided  herein,
all   Registration  Expenses  incurred  in  connection  with  any
registration, qualification or compliance pursuant to Section 2.1
or  any  registration under Section 2.3 herein shall be borne  by
the Company. All Selling Expenses incurred in connection with any
registrations  hereunder shall be borne by  the  holders  of  the
securities so registered pro rata on the basis of the  number  of
shares so registered.

     2.5   Termination of Registration Rights.  All  registration
rights granted under this Section 2 shall terminate and be of  no
further  force and effect as to any Holder at such time  as  such
Holder  is free to sell all Registrable Securities held  by  such
Holder pursuant to paragraph (k) of Rule 144 under the Securities
Act  or a comparable exemption from registration that enables the
Holder  to  sell all Registrable Securities held by  such  Holder
without registration and without restriction as to the manner  of
sale or otherwise.

     2.6   Delay  of  Registration; Furnishing  Information.   It
shall  be a condition precedent to the obligations of the Company
to  take  any  action pursuant to Section 2.1  or  2.3  that  the
selling  Holders  shall furnish to the Company  such  information
regarding themselves, the

                                5
<PAGE>
Registrable  Securities held by them and the intended  method  of
disposition of such securities as reasonably shall be required to
effect the registration of their Registrable Securities.

     2.7    Indemnification.   In  the  event   any   Registrable
Securities are included in a registration statement under Section
2.1  or 2.3 or in the registration statement on Form S-4 relating
to the Merger:

            (a) To  the extent permitted by law, the Company will
indemnify  and hold harmless each Holder, the partners,  members,
officers  and  directors  of  each Holder,  any  underwriter  (as
defined  in  the  Securities Act) and each person,  if  any,  who
controls  such  Holder or underwriter within the meaning  of  the
Securities  Act or the Exchange Act, against any losses,  claims,
damages,  or  liabilities (joint or several) to  which  they  may
become  subject  under the Securities Act, the  Exchange  Act  or
other  federal  or  state law, insofar as  such  losses,  claims,
damages or liabilities (or actions in respect thereof) arise  out
of  or  are based upon any of the following statements, omissions
or  violations (collectively a "Violation") by the  Company:  (i)
any  untrue  statement or alleged untrue statement of a  material
fact  contained  in  such registration statement,  including  any
preliminary prospectus or final prospectus contained  therein  or
any  amendments  or  supplements thereto, (ii)  the  omission  or
alleged omission to state therein a material fact required to  be
stated  therein, or necessary to make the statements therein  not
misleading,  or (iii) any violation or alleged violation  by  the
Company  of  the  Securities Act, the  Exchange  Act,  any  state
securities  law or any rule or regulation promulgated  under  the
Securities Act, the Exchange Act or any state securities  law  in
connection   with  the  offering  covered  by  such  registration
statement; and the Company will promptly reimburse to  each  such
Holder,  partner,  member,  officer,  director,  underwriter   or
controlling  person  for any legal or other  expenses  reasonably
incurred  by  them in connection with investigating or  defending
any  such  loss,  claim, damage, liability  or  action;  provided
however,  that the Company shall not be liable in any  such  case
for  any  such  loss, claim, damage, liability or action  to  the
extent  that it arises out of or is based upon a Violation  which
occurs  in  reliance  upon  and  in conformity  with  information
furnished  expressly for use in connection with such registration
or  for incorporation by reference in such registration statement
by  Centrum,  Crabar  or such Holder, partner,  member,  officer,
director,  underwriter or controlling person of  such  Holder  in
writing;   and   provided   further  that   the   indemnification
obligations  of  the  Company under this  Section  2.7  shall  be
subject  to  the  procedures and the  monetary,  time  and  other
limitations  and terms and conditions set forth  in  the  Company
Indemnity Agreement.

         (b)   To  the  extent permitted by law,  each  Principal
Holder severally and jointly will, if Registrable Securities held
by  any  Holder are included in the securities as to  which  such
registration  is being effected, indemnify and hold harmless  the
Company, each of its directors, its officers and each person,  if
any,  who  controls  the  Company  within  the  meaning  of   the
Securities  Act,  any  underwriter and any other  Holder  selling
securities under such registration statement or any of such other
Holder's  partners, members, directors or officers or any  person
who controls such Holder, against any losses, claims, damages  or
liabilities (joint or several) to which the Company or  any  such
director, officer, controlling person, underwriter or such  other
Holder,  or  partner,  member, director, officer  or  controlling
person  of  such  other  Holder  may  become  subject  under  the
Securities  Act, the Exchange Act or other federal or state  law,
insofar  as  such  losses,  claims, damages  or  liabilities  (or
actions in respect thereto) arise out of or are based upon any

                                6
<PAGE>
Violation,  in each case to the extent (and only to  the  extent)
that  such  Violation occurs in reliance upon and  in  conformity
with  information furnished by Centrum, Crabar or any  Holder  in
writing to the Company expressly for use in connection with  such
registration   or   for  incorporation  by  reference   in   such
registration  statement; and each Principal Holder severally  and
jointly  will  promptly  reimburse to the  Company  or  any  such
director,  officer,  controlling  person,  underwriter  or  other
Holder,  or  partner,  member, officer, director  or  controlling
person   of  such  other  Holder  any  legal  or  other  expenses
reasonably   incurred   by   such  party   in   connection   with
investigating   or  defending  any  such  loss,  claim,   damage,
liability or action if it is judicially determined that there was
such  a  Violation;  provided, however, that the  indemnification
obligations of the Principal Holders under this Section 2.7 shall
be  subject  to the procedures and the monetary, time  and  other
limitations  and  terms and conditions set forth  in  the  Holder
Indemnity Agreement.

           (c)  If  the  indemnification  provided  for  in  this
Section  2.7 is held by a court of competent jurisdiction  to  be
unavailable  to an indemnified party with respect to any  losses,
claims,   damages  or  liabilities  referred   to   herein,   the
indemnifying  party,  in  lieu of indemnifying  such  indemnified
party thereunder, shall to the extent permitted by applicable law
contribute  to  the  amount paid or payable by  such  indemnified
party  as  a  result of such loss, claim, damage or liability  in
such  proportion as is appropriate to reflect the relative  fault
of  the indemnifying party on the one hand and of the indemnified
party  on  the  other  in connection with the  Violation(s)  that
resulted in such loss, claim, damage or liability, as well as any
other  relevant equitable considerations. The relative  fault  of
the  indemnifying  party and of the indemnified  party  shall  be
determined by a court of law by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact
or  the  omission to state a material fact relates to information
supplied  by  the indemnifying party or by the indemnified  party
and   the   parties'  relative  intent,  knowledge,   access   to
information and opportunity to correct or prevent such  statement
or  omission; provided, that the contribution obligations of  the
Company and the Principal Holders under this Section 2.7(c) shall
be  subject  to the procedures and the monetary, time  and  other
limitations  and terms and conditions set forth  in  the  Company
Indemnity   Agreement   and  the  Holder   Indemnity   Agreement,
respectively.

           (d) The  obligations  of  the  Company  and  Principal
Holders  under this Section 2.7 shall survive completion  of  any
offering  of  Registrable Securities in a registration  statement
and  the termination of this Agreement, subject to the terms  and
conditions  of  the Company Indemnity Agreement  and  the  Holder
Indemnity Agreement, respectively.

     2.8  Assignment of Registration Rights.  The rights to cause
the  Company to register Registrable Securities pursuant to  this
Section  2  may  be  assigned  by a Holder  to  a  transferee  of
Registrable  Securities that is:  (a) the estate of such  Holder,
or  the spouse, siblings or lineal descendants of such Holder, or
such  Holder's spouse's siblings or lineal descendants or  trusts
for  the  benefit  of  any  of  the foregoing;  (b)  a  trust  or
individual  who or which, directly or indirectly through  one  or
more  intermediaries,  is controlled by or under  common  control
with  such  Holder  or  which controls,  directly  or  indirectly
through one or more intermediaries, such Holder; (c) a trust  for
the  benefit  of  any of the foregoing; or (d) any  other  lawful
transferee  of  all,  but not less than  all,  of  such  Holder's
Registrable  Securities; provided, however,  (i)  the  transferor
shall,  within ten (10) days after such transfer, furnish to  the
Company written notice of the name and

                                7
<PAGE>
address  of  such transferee or assignee and the securities  with
respect to which such registration rights are being assigned  and
(ii)  such  transferee shall agree to become a party  to  and  be
subject  to  all  restrictions set forth in this Agreement.   For
purposes  of  this Section 2.8, the terms "control", "controlled"
and "common control with" mean the ability, whether by the direct
or  indirect  ownership  of  voting securities  or  other  equity
interest,  by contract or otherwise, to elect a majority  of  the
directors  of  a corporation, to select the managing  or  general
partner of a partnership or limited partnership, respectively, or
otherwise  to  select  a  majority of  those  persons  exercising
governing   authority   over  an  entity.   Notwithstanding   the
foregoing  and  for the avoidance of doubt, a pledge,  collateral
assignment  or other similar arrangement shall not be  restricted
under this Agreement in any manner and neither the Holder nor the
secured  party  (or  creditor) party to such  pledge,  collateral
assignment  or  other similar arrangement shall  be  required  to
comply  with the provisions of the immediately preceding  proviso
in   the  absence  of  a  foreclosure  or  other  realization  of
collateral with respect to such pledge, collateral assignment  or
other similar arrangement.

     2.9   Rule  144 Reporting.  With a view to making  available
the  benefits of certain rules and regulations of the  Commission
which  may  at  any  time  permit the  sale  of  the  Registrable
Securities to the public without registration, at all  times  the
Company agrees to:

           (a) make  and  keep public information  available,  as
those  terms  are understood and defined in Rule  144  under  the
Securities Act;

           (b) use  its best efforts to file with the  Commission
in  a  timely manner all reports and other documents required  of
the Company under the Securities Act and the Exchange Act; and

           (c) furnish  to  each Holder promptly upon  request  a
written  statement by the Company as to its compliance  with  the
reporting requirements of such Rule 144 and of the Securities Act
and  the  Exchange  Act,  a copy of the  most  recent  annual  or
quarterly  report  of  the Company, and such  other  reports  and
documents  so filed by the Company as such holder may  reasonably
request  in  availing  itself of any rule or  regulation  of  the
Commission   allowing  such  holder  to  sell   any   Registrable
Securities without registration.

     2.10  Representation  and Warranties of  the  Company.   The
Company represents and warrants as follows:

           (a) The  execution, delivery and performance  of  this
Agreement  by  the  Company have been  duly  authorized  by;  all
requisite corporate action and will not violate any provision  of
law,  any   order  of  any court or other agency  of  government,
Certificate  of  Incorporation of the Company or By-laws  of  the
Company  or  any provision of any indenture, agreement  or  other
instrument  to  which it or any of its properties  or  assets  is
bound,  conflict with, result in a breach of or constitute  (with
due  notice  or lapse of time or both) a default under  any  such
indenture,  agreement  or  other  instrument  or  result  in  the
creation or imposition of any lien, charge or encumbrance of  any
nature  whatsoever upon any of the properties or  assets  of  the
Company.

           (b)  This   Agreement  has  been  duly  executed   and
delivered  by  the Company and constitutes the legal,  valid  and
binding obligation of the Company, enforceable in accordance

                                8
<PAGE>
with  its  terms  except  as enforceability  may  be  limited  by
bankruptcy,  insolvency,  reorganization,  moratorium  or   other
similar  laws affecting the enforcement of creditors'  rights  in
general  and  subject to general principles of equity (regardless
of  whether such enforceability is considered in a proceeding  in
equity or at law) and except as the provisions of Section 2.7 may
be deemed to conflict with public policy.

SECTION 3.     MISCELLANEOUS

     3.1  Governing Law.  This Agreement shall be governed by and
construed  under the laws of the State of Delaware as applied  to
agreements  among  Delaware residents  entered  into  and  to  be
performed entirely within Delaware.

     3.2   Successors and Assigns.  Except as otherwise expressly
provided herein, the provisions hereof shall inure to the benefit
of,   and  be  binding  upon,  the  successors,  assigns,  heirs,
executors,  and  administrators of the parties hereto;  provided,
however,  that  prior to the receipt by the  Company  of  written
notice  of  the transfer of any Registrable Securities specifying
the full name and address of the transferee, the Company may deem
and  treat the person listed as the holder of such shares in  its
records  as the absolute owner and holder of such shares for  all
purposes,  including the payment of dividends or  any  redemption
price.

     3.3   Entire Agreement.  This Agreement constitutes the full
and  entire understanding and agreement between the parties  with
regard  to the subject matter hereof and no party shall be liable
or  bound  to any other in any manner with regard to the  subject
matter  hereof by any representations, warranties, covenants  and
agreements except as specifically set forth herein and therein.

     3.4   Severability.  In case any provision of the  Agreement
shall  be  invalid,  illegal,  or  unenforceable,  the  validity,
legality,  and  enforceability of the remaining provisions  shall
not in any way be affected or impaired thereby.

     3.5  Amendment and Waiver.

          (a)  This  Agreement may be amended  or  modified  only
upon  the  written consent of the Company and the Holders  of  at
least   two-thirds  (66  2/3%)  of  the  Registrable  Securities,
including all of the Principal Holders.

          (b)  The  obligations of the Company and the rights  of
the  Holders  under this Agreement may be waived  only  with  the
written  consent  of the Holders of at least sixty-six  and  two-
thirds percent (66 2/3%) of the Registrable Securities.

     3.6   Delays  or Omissions.  It is agreed that no  delay  or
omission to exercise any right, power, or remedy accruing to  any
Holder,  upon any breach, default or noncompliance of the Company
under  this  Agreement  shall impair any such  right,  power,  or
remedy,  nor  shall it be construed to be a waiver  of  any  such
breach, default or noncompliance, or any acquiescence therein, or
of  any  similar  breach,  default  or  noncompliance  thereafter
occurring. It is further agreed that any waiver, permit, consent,
or approval of any kind or character on any Holder's

                                9
<PAGE>
part  of any breach, default or noncompliance under the Agreement
or  any  waiver  on  such  Holder's part  of  any  provisions  or
conditions  of  this Agreement must be in writing  and  shall  be
effective  only  to  the extent specifically set  forth  in  such
writing.  All remedies, either under this Agreement, by  law,  or
otherwise  afforded  to  Holders, shall  be  cumulative  and  not
alternative.

     3.7   Notices.  All notices, requests, claims,  demands  and
other  communications hereunder shall be in writing and shall  be
given by delivery by hand, by mail (registered or certified mail,
postage  prepaid,  return  receipt  requested)  or  by  telex  as
follows:

          If to the Company:

               Ennis, Inc.
               2441 Presidential Pkwy
               Midlothian, TX  76065
               Attention:  Keith S. Walters
                    Chairman, President and CEO
               Telecopy:  (972) 775.9820

           and  an  additional  copy  to  (but  which  shall  not
constitute notice to Company):

               Kirkpatrick & Lockhart LLP
               2828 N. Harwood Street
               Suite 1800
               Dallas, Texas  75201
               Attention:  Norman R. Miller, Esq.
               Telecopy:  (214) 939-4949

          If to the Holders (on behalf of all Holders):

               c/o Centrum Properties, Inc.
               225 W. Hubbard St, Suite 4th Fl.
               Chicago, IL  60606
               Attention:  John McLinden
               Telecopy: (312) 832-2525

     with  a  copy to (but which shall not constitute  notice  to
Holders):

               Gardner Carton & Douglas LLP
               191 N. Wacker Drive
               Suite 3700
               Chicago, Illinois  60606-1698
               Attention:  Kenneth Hartmann, Esq.
               Telecopy:  (312) 569-3000

     or  to such other address as any party may have furnished to
the other in writing in accordance herewith.

                               10
<PAGE>
     3.8   Titles and Subtitles.  The titles of the sections  and
subsections  of this Agreement are for convenience  of  reference
only and are not to be considered in construing this Agreement.

     3.9   Counterparts.  This Agreement may be executed  in  any
number  of counterparts, each of which shall be an original,  but
all of which together shall constitute one instrument.

     3.10   Aggregation  of  Stock.   All  of   the   Registrable
Securities  held  or acquired by affiliated entities  or  persons
shall  be aggregated together for the purpose of determining  the
availability of any rights under this Agreement.





                               11
     <PAGE>
      IN  WITNESS WHEREOF, the parties hereto have executed  this
REGISTRATION  RIGHTS AGREEMENT as of the date set  forth  in  the
first paragraph hereof.

COMPANY:                         HOLDERS:

ENNIS, INC.
                                 /s/ Laurence Ashkin
                                 Laurence Ashkin
By:   /s/ Keith S. Walters
Name: Keith S. Walters
Title: Chairman, President and   /s/ Roger Brown
       CEO                       Roger Brown



                                 /s/ Arthur Slaven
                                 Arthur Slaven



                                 /s/ John McLinden
                                 John McLinden



                                 /s/ Jane Slaven
                                 Jane Slaven



                                 /s/ Barbara S. McLinden
                                 Barbara S. McLinden, as Trustee
                                 of the Barbara S. McLinden 2004
                                 Trust


                               12
<PAGE>


                                 /s/ Laurence Ashkin
                                 Laurence Ashkin, as Trustee of
                                 the Evan Ashkin Trust


                                 /s/ Laurence Ashkin
                                 Laurence Ashkin, as Trustee of
                                 the Gary Ashkin Trust


                                 /s/ Laurence Ashkin
                                 Laurence Ashkin, as Trustee of
                                 the Nancy Smith Trust


                                 /s/ Arthur Slaven
                                 Arthur Slaven, as Trustee of
                                 the Michael Slaven Trust


                                 /s/ Arthur Slaven
                                 Arthur Slaven, as Trustee of
                                 the Peter L. Slaven Grantor
                                 Trust







                               13
<PAGE>

</TEXT>
</DOCUMENT>
