EXHIBIT 10.34
ADDENDUM TO CONTINUING GUARANTY


THIS ADDENDUM is attached to and made a part of that certain
Continuing Guaranty executed by Robert S. Cope (Guarantor) in
favor of WELLS FARGO BANK, NATIONAL ASSOCIATION (Bank) for all
indebtedness of Auto-Graphics, Inc. (Borrower) to Bank and
dated as of June 30, 1999 (the Guaranty).


The following provisions are hereby incorporated into the
Guaranty as if fully set forth therein:


18.  REDUCTION OF LIABILITY.  Notwithstanding anything in
the Guaranty or the Credit Agreement to the contrary, the
maximum liability of the Guarantor set forth in the first
sentence of Paragraph 2 of the Guaranty shall not exceed at any
one time the sum of $2,187,500.00 for principal, plus interest
thereon and costs and expenses pertaining to the enforcement of
the Guaranty and/or the collection of the Indebtedness of any of
the Borrowers to Bank if the following conditions are met on or
before September 30, 1999: (a) Borrower delivers evidence
satisfactory to Bank in its sole discretion that Borrower has
received New Capital (defined below) in the aggregate amount of
$750,000.00; and (b) at the time of that all evidence necessary
to the satisfaction of subparagraph (a) above has been delivered
to Bank, no default or Event of Default shall have occurred under
any of the documents or instruments evidencing or relating to the
Indebtedness of Borrower to Bank. As used herein, New Capital
shall mean cash and cash equivalents received and deposited by
Borrower on or after June 30, 1999 in the form of a capital
contribution in immediately available funds (prior to the
deduction of any and all selling commissions and other costs and
expenses, including legal fees attributable to the offering).

19.  RELEASE FROM LIABILITY.  Notwithstanding anything in
the Guaranty or the Credit Agreement to the contrary, Guarantor
shall be fully, finally and forever released from all liability
to Bank under the Guaranty or otherwise, if the following
conditions are met on or before the date that all Indebtedness of
Borrower to Bank has been paid in full: (a) Borrower delivers
evidence satisfactory to Bank in its sole discretion that
Borrower has received New Capital in the aggregate amount of
$1,250,000.00 (inclusive of the $750,000.00 referenced in
Paragraph 18 above); and (b) at the time of that all evidence
necessary to the satisfaction of subparagraph (a) above has been
delivered to Bank, no default or Event of Default shall have
occurred under any of the documents or instruments evidencing or
relating to the Indebtedness of Borrower to Bank.


This Guaranty supercedes and replaces in its entirety that
certain Guaranty executed by Robert S. Cope in favor of the Bank
as of May 12, 1997, which is hereby terminated, cancelled and is
of no further force or effect as of the date hereof.

IN WITNESS WHEREOF, this Addendum has been executed as of
the same date as the Guaranty.


WELLS FARGO BANK,                   GUARANTOR
  NATIONAL ASSOCIATION


By:_ ss/Darryl Hallie               ss/Robert S. Cope_
Darryl Hallie                       Robert S. Cope
Vice President