EX-10.24: CONSENT AND WAIVER AGREEMENT

Exhibit 10.24

CONSENT AND WAIVER AGREEMENT

     This Consent and Waiver Agreement, dated as of January 12, 2005 (the “Consent Agreement”) is by and among BOWNE & CO., INC., a Delaware corporation (the “Parent Borrower”), FLEET NATIONAL BANK, A BANK OF AMERICA COMPANY, and the other lending institutions listed on Schedule 1 to the Credit Agreement (each a “Lender”, and collectively, the “Lenders”), FLEET NATIONAL BANK, A BANK OF AMERICA COMPANY, as Agent for the Lenders, JPMORGAN CHASE BANK, as Documentation Agent (the “Documentation Agent”), and WACHOVIA BANK, NATIONAL ASSOCIATION, as Syndication Agent (the “Syndication Agent”; together with the Agent and the Documentation Agent, the “Agents”).

     WHEREAS, the Parent Borrower, the Lenders and the Agents are party to that certain Credit Agreement, dated as of July 2, 2002 (the “Original Credit Agreement”), as previously amended by the First Amendment to Credit Agreement, dated as of March 28, 2003 (the “First Amendment”), by the Second Amendment to Credit Agreement, dated as of September 18, 2003 (the “Second Amendment”) and the Third Amendment to Credit Agreement, dated as of October ___, 2004 (the “Third Amendment”; together with the Original Credit Agreement as amended by the First Amendment and the Second Amendment is hereinafter referred to as the “Credit Agreement”);

     WHEREAS, Parent Borrower has requested certain consents and waivers regarding Section 8.16 of the Credit Agreement in order to permit the use of proceeds from the Bowne Business Solutions Disposition for the repurchase of up to $25,000,000 aggregate principal amount of the Subordinated Debentures issued by the Parent Borrower pursuant to the Indenture (the “Subordinated Debenture Repurchase”);

     WHEREAS, the Lenders have agreed, subject to the terms and conditions set forth in this Consent Agreement, to approve the requested consents and waivers to Section 8.16;

     NOW, THEREFORE, in consideration of these premises, the promises, mutual covenants and agreements contained in this Consent Agreement and fully intending to be legally bound hereby, the parties hereby agree as follows:

     Terms used in this Consent Agreement which are not defined herein, but which are defined in the Credit Agreement, shall have the same respective meanings herein as therein.

     Subject to this Consent Agreement becoming effective upon the satisfaction of the conditions set forth in Section 5 below and the limitations set forth below, the Lenders hereby waive the provisions of Section 8.16 of the Credit Agreement, and otherwise provide their consent, to the extent necessary, to permit the use of proceeds from the Bowne Business Solutions Disposition for the repurchase of up to $25,000,000 aggregate principal amount of the Subordinated Debentures issued by the Parent Borrower pursuant to the Indenture (at a purchase price equal to the principal amount thereof, accrued and unpaid interest thereon and subject to

any market premium or discount); provided, however, that this waiver and consent shall only be effective with respect to any such repurchase if on the date of such repurchase there is no Aggregate Credit Exposure; provided further, however, that this consent and waiver shall only be effective with respect to repurchases effected within ninety (90) days of the “Consent Agreement Effective Date” (as such term is defined in Section 5 hereof).

     Each of the Guarantors hereby reaffirms its continuing obligations to the Agent and the Lenders under the Guaranty and agrees that neither this Consent Agreement (including, without limitation, the consents and waivers contained herein), the transactions contemplated by this Consent Agreement nor any further agreements or arrangements whatsoever relating to the Credit Agreement shall in any way affect the validity and enforceability of the Guaranty or reduce, impair, or discharge the obligations of any of the Guarantors thereunder.

     Parent Borrower represents, warrants and agrees that:

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     This Consent Agreement, including the consents and waivers contained herein, shall become effective on the first date when all of the following conditions are met (the “Consent Agreement Effective Date”):

provided that this Consent Agreement (and the consents and waivers contained herein) shall not become effective or be binding upon any party hereto unless all of the foregoing conditions are satisfied not later than March 1, 2005. Promptly after the Consent Agreement Effective Date occurs, the Agent shall notify the Parent Borrower and the Lenders thereof, and such notice shall be conclusive and binding on all parties hereto.

     Except as expressly amended, consented to or waived hereby, the Credit Agreement and all documents, instruments and agreements related thereto are hereby ratified and confirmed in all respects. All references to the Credit Agreement in any Loan Document or related agreement or instrument shall hereafter refer to the Credit Agreement as amended hereby.

     Except as expressly provided herein, nothing contained herein shall constitute a waiver of, impair or otherwise affect any Obligations, any other obligations of any of the Credit Parties or any right of the Agent or any Lender consequent thereon.

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     Regardless of whether the Consent Agreement Effective Date ever occurs, Parent Borrower agrees to pay all reasonable fees and expenses incurred by Agent in connection with the preparation and negotiation of this Consent Agreement, including, without limitation, the reasonable fees and expenses of Agent’s counsel.

     This Consent Agreement may be executed in one or more counterparts, each of which shall be deemed an original but which together shall constitute one and the same instrument.

     THIS CONSENT AGREEMENT SHALL FOR ALL PURPOSES BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT REFERENCE TO PRINCIPLES OF CONFLICTS OF LAW).

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     IN WITNESS WHEREOF, the parties have executed this Consent Agreement as of the day first written above.

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