<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>exh102.txt
<DESCRIPTION>EXHIBIT 10.2
<TEXT>



                                                     Exhibit 10.2

                           ENNIS, INC.
                  REGISTRATION RIGHTS AGREEMENT

     THIS  REGISTRATION  RIGHTS AGREEMENT  (the  "Agreement")  is
entered into as of November 1, 2004, by and among Ennis, Inc.,  a
Texas  corporation  (the "Company"), and Alf  R.  Bumgardner  and
Marcia  A. Bumgardner, individuals who are husband and  wife  and
each   a   resident   of   Texas  (each,  a  "Stockholder"   and,
collectively, the "Stockholders").

                            RECITALS

     A.    The  Company,  the Stockholders,  and  Royal  Business
Forms,  Inc., a Texas corporation ("Royal"), have entered into  a
Stock Purchase Agreement dated as of November 1, 2004 (the "Stock
Purchase Agreement"), pursuant to which the Company will purchase
all  the outstanding capital stock of Royal from the Stockholders
in exchange for Common Stock (the "Stock Purchase").

     B.    It  is  a condition to the Stockholders obligation  to
consummate  the Stock Purchase Agreement that the  Company  enter
into this Agreement.

     C.    The  Company,  Centrum Acquisition, Inc.,  a  Delaware
corporation ("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,
pursuant to which Centrum will be merged (the "Merger") with  and
into  Sub and the shares of capital stock of Centrum held by  the
Centrum's stockholders will be converted into Common Stock.

     D.    This Registration Agreement is intended to include the
Stockholders'   Registrable  Securities   in   the   registration
contemplated  by  the  Merger Agreement,  but  in  any  case,  to
register  the Stockholders' Registrable Securities no later  than
sixty days after the date 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.

          "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

                                1

<PAGE>

     by  the  SEC  which  permits inclusion or  incorporation  of
     substantial  information  by reference  to  other  documents
     filed by the Company with the SEC.

          "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.

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

          "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 Stock Purchase.

          "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 will include
the  Registrable Securities of the Holders in its filing  of  the
registration statement under the Securities Act pursuant  to  the
Merger   Agreement.   The  Company  shall  use  its  commercially
reasonable efforts to prepare and file as promptly as practicable
after the consummation of the Merger, but in no event later  than
sixty  days  from  the  date  of  this  Agreement  (even  if   no
registration   statement  is  filed  pursuant   to   the   Merger
Agreement),  and to effect all such registrations, qualifications
and compliances

                                2

<PAGE>

(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).  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  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.

               (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

                                3

<PAGE>

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   Termination of Registration.  The Company  shall  have
the right to terminate or withdraw any registration initiated  by
it   under  Section  2.1  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.

     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 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  that  the  selling
Holders  shall furnish to the Company such information  regarding
themselves,  the  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.

                                4

<PAGE>

     2.7    Indemnification.   In  the  event   any   Registrable
Securities are included in a registration statement under Section
2.1:

          (a)   To the extent permitted by law, the Company  will
indemnify  and  hold  harmless each Holder  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  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 the Stockholders  or
such Holder in writing.

          (b)   To  the extent permitted by law, each Stockholder
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, 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 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
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 the Stockholders 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  Stockholder  severally   and
jointly  will  promptly  reimburse to the  Company  or  any  such
director,  officer,  controlling  person,  underwriter  or  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.

          (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

                                5

<PAGE>

liability  in  such proportion as is appropriate to  reflect  the
relative fault of the indemnifying parry on the one hand  and  of
the  indemnified  party  on  the other  in  connection  with  the
Violations)  that  resulted  in  such  loss,  claim,  damage   or
liability,   as   welt   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.

          (d)   The  obligations of the Company and  Stockholders
under  this Section 2.7 shall survive completion of any  offering
of  Registrable  Securities in a registration statement  and  the
termination of this Agreement.

          (e)  Promptly after receipt by an Indemnified Party  of
notice  of  the  commencement  or of  any  action  or  proceeding
involving  a  claim referred to in the preceding subdivisions  of
this  Section 2.7, such indemnified party shall, if  a  claim  in
respect thereof is to be made against a party required to provide
indemnification,  give  written  notice  to  the  latter  of  the
commencement of such action; provided, however, that the  failure
of  any indemnified party to give notice as provided herein shall
not  relieve the indemnifying party of its obligation  under  the
preceding subdivisions of this Section 2.7, except to the  extent
that  the  indemnifying  party  is actually  prejudiced  by  such
failure  to  give  notice.  In case any such  action  is  brought
against  an  indemnified party, the indemnifying party  shall  be
entitled  to  participate in and to assume the  defense  thereof,
jointly  with any other indemnifying party similarly notified  to
the extent that it may wish, with counsel reasonably satisfactory
to such indemnified party, and after notice from the indemnifying
party to such indemnified party of its election so to assume  the
defense  thereof, the indemnifying party shall not be  liable  to
such   indemnified  party  for  any  legal  or   other   expenses
subsequently  incurred  by  the latter  in  connection  with  the
defense thereof other than reasonable costs of investigation.  In
any  such proceeding, any indemnified party shall have the  right
to  retain  its  own counsel, but the fees and expenses  of  such
counsel shall be at the expense of such indemnified party  unless
(i)  the indemnifying party and the indemnified party shall  have
mutually  agreed  to the retention of such counsel  or  (ii)  the
named  parties  to any such proceeding (including  any  impleaded
parties)  include both the indemnifying party and the indemnified
party  and  representation of both parties by  the  same  counsel
would  be,  in the reasonable judgment of the indemnified  party,
inappropriate due to actual differing interests between them.  It
is  understood that the indemnifying party shall not, in  respect
of the legal expenses of any indemnified party in connection with
any  proceeding or related proceedings in the same  jurisdiction,
be liable for (i) the fees and expenses of more than one separate
firm  for  the Company, its directors, its officers who sign  the
Registration Statement and each Person, if any, who controls  the
Company  within the meaning of either such Section and  (ii)  the
fees  and  expenses  of  more  than one  separate  firm  for  any
Stockholders,  Holders and all Persons, if any, who  control  any
Holder   within  the  meaning  of  either  such   Section.    The
indemnifying party shall not be liable for any settlement of  any
proceeding  effected without its written consent,  which  consent
will  not  be  unreasonably withheld, but if  settled  with  such
consent  or  if there be a final judgment for the plaintiff,  the
indemnifying party agrees to indemnify the indemnified party from
and against any loss or liability by reason of such settlement or
judgment.   No indemnifying party shall, without the  consent  of
the indemnified party, effect the settlement or

                                6

<PAGE>

compromise of, or consent to entry of any judgment or enter  into
any  settlement with respect to, any pending or threatened action
or  claim in respect of which indemnification or contribution may
be  sought hereunder (whether or not the indemnified party is  an
actual  or  potential party to such action or claim) unless  such
settlement,  compromise or judgment (A) includes an unconditional
release  of the indemnified party from all liability arising  out
of  such action or claim and (B) does not include a statement  as
to  or an admission of fault, culpability or a failure to act, by
or on behalf of any indemnified party.

          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 Stockholder to a  transferee
of  Registrable  Securities  that is:  (a)  the  estate  of  such
Stockholder,  or  the spouse, siblings or lineal  descendants  of
such  Stockholder,  or  such Stockholder'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 Stockholder or which controls,
directly  or indirectly through one or more intermediaries,  such
Stockholder; (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 Stockholder'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
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.

          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:

                                7

<PAGE>

          (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 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 Texas  as  applied  to
agreements among Texas residents entered into and to be performed
entirely within Texas.

     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 Stockholders.

          (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 Stockholders.

                                8

<PAGE>

     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 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 required or permitted  hereunder
shall  be  in writing and shall be deemed effectively given:  (a)
upon personal delivery to the party to be notified, (b) when sent
by  confirmed facsimile if sent during normal business  hours  of
the  recipient,  but if not, then on the next business  day,  (c)
five  (5)  days after having been sent by registered or certified
mail,  return receipt requested, postage prepaid, or (d) one  (1)
day after deposit with a nationally recognized overnight courier,
specifying  next  day  delivery,  with  written  verification  of
receipt.   All communications shall be sent to the  party  to  be
notified at the address or facsimile number as set forth below or
at  such  other  address or facsimile number as  such  party  may
designate  by ten (10) days advance written notice to  the  other
parties hereto:

     if to Company:                with copies to:
     ---------------               ---------------

     Ennis, Inc.                   Hughes & Luce, L.L.P.
     2441 Presidential Parkway     1717 Main Street, Suite 2800
     Midlothian, Texas 76065       Dallas, Texas 75201
     Attention:  Keith Walters     Attention:  David G. Luther
                                   Telecopy:  (214) 939-5849

     if to Stockholders:           with copies to:
     ------------------            ---------------
     Alf R. and                    Robert C. Johnson, Jr.
     Marcia A. Bumgardner          5500 Preston Rd., Suite 370
     401 Royal Colonnade           Dallas, TX 75205
     Arlington, TX 76011           Telecopy: (214) 521-6352


     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.

                                9

<PAGE>

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



                              ENNIS, INC.


                              /s/ Keith S. Walters
                              ------------------------
                              By: Keith S. Walters
                              Title: Chairman, CEO, and President


                              STOCKHOLDERS:


                              /s/ Alf R. Bumgardner
                              ------------------------
                                Alf R. Bumgardner



                              /s/ Marcia A. Bumgardner
                              ------------------------
                                Marcia A. Bumgardner





                               10
<PAGE>

</TEXT>
</DOCUMENT>
