SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the registrant [ ]

Filed by a party other than the registrant [ ]

Check the appropriate box:

[ ] Preliminary proxy statement. [ ] Confidential, for use of the
Commission only (as permitted by
Rule 14a-6(e)(2)).

[X] Definitive proxy statement.

[ ] Definitive additional materials.

[ ] Soliciting material pursuant to Section 240.14a-12

Impreso, Inc.
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(Name of Registrant as Specified in Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)

Payment of filing fee (check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.

(1) Title of each class of securities to which transaction applies:

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(2) Aggregate number of securities to which transaction applies:

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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):

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(4) Proposed maximum aggregate value of transaction:

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(5) Total fee paid:

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[ ] Fee paid previously with preliminary materials.
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[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.

(1) Amount Previously Paid:

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(2) Form, Schedule or Registration Statement No.:

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(3) Filing Party:

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(4) Date Filed:

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IMPRESO, INC.
652 SOUTHWESTERN BOULEVARD
COPPELL, TX 75019

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JANUARY 28, 2003

TO THE HOLDERS OF COMMON STOCK OF IMPRESO, INC.

Notice is hereby given that the Annual Meeting of Stockholders of Impreso, Inc.
and subsidiaries (the "Company") will be held at 652 Southwestern Boulevard,
Coppell, Texas 75019, on Tuesday, January 28, 2003, at 4:00 p.m. CST, for the
following purposes, as more fully described in the accompanying Proxy Statement:

1. To elect six directors of our Company to serve for the ensuing
year;

2. To ratify the selection of Blackman Kallick Bartelstein LLP to
serve as our Company's independent auditors for the fiscal
year ending August 31, 2003; and

3. To transact such other business as may properly come before
the meeting or any postponements or adjournments thereof.

The close of business on November 29, 2002, has been fixed by the Board of
Directors as the record date for the determination of stockholders entitled to
notice of, and to vote at, the meeting. A list of stockholders entitled to vote
at the meeting may be examined at the Company's executive office, located at 652
Southwestern Boulevard, Coppell, Texas, during the ten-day period preceding the
meeting.

You are cordially invited to attend the meeting in person. A majority of the
outstanding shares must be represented at the Annual Meeting in order to
transact business. Even if you expect to be present, please sign and date the
enclosed form of Proxy and return it by mail in the envelope provided. If you
attend the Annual Meeting, you may revoke your Proxy and vote in person. Your
promptness in returning the Proxy will assist in the expeditious and orderly
processing of the proxies. No postage is required if mailed in the United
States.

December 16, 2002 By Order of the Board of Directors,

/s/ Donald E. Jett
------------------------------------
Donald E. Jett
Secretary

PLEASE READ THE ATTACHED PROXY STATEMENT AND THEN PROMPTLY COMPLETE, EXECUTE AND
RETURN THE ENCLOSED PROXY CARD IN THE ACCOMPANYING POSTAGE-PAID ENVELOPE. YOU
CAN SPARE YOUR COMPANY THE EXPENSE OF FURTHER PROXY SOLICITATION BY RETURNING
YOUR PROXY CARD PROMPTLY.

IMPRESO, INC.
652 SOUTHWESTERN BOULEVARD
COPPELL, TX 75019

PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JANUARY 28, 2003

This Proxy Statement is provided in connection with the solicitation of Proxies
on behalf of the Board of Directors of Impreso, Inc. (the "Company") for use at
the Annual Meeting of Stockholders (the "Meeting") to be held on January 28,
2003, and at any postponements or adjournments thereof, for the purposes set
forth in the accompanying Notice of Annual Meeting of Stockholders (the
"Notice"). An Annual Report to Stockholders containing financial statements for
the fiscal year ended August 31, 2002 ("Fiscal 2002"), is being mailed together
with this Proxy Statement, on or about December 16, 2002, to all stockholders
entitled to receive the Notice.

Any Proxy may be revoked at any time before it is exercised by personally
appearing at the Meeting and informing the Secretary of the meeting that the
stockholder intends to vote in person or by giving a later dated Proxy.

At the close of business on November 29, 2002, the record date for holders
entitled to notice of, and to vote at, the Meeting, the Company had outstanding
5,278,780 shares of Common Stock, $.01 par value ("Common Stock"), each of which
is entitled to one vote with respect to each matter to be voted on at the
Meeting. The Company has no class or series of stock outstanding other than
Common Stock.

At November 29, 2002, Marshall D. Sorokwasz, Chairman of the Board, Chief
Executive Officer, President and Treasurer of the Company; The Sorokwasz
Irrevocable Trust, whose Trustee is Marshall D. Sorokwasz; Richard D. Bloom,
Vice President and a Director; and Donald E. Jett, Secretary and a Director;
together owned approximately 70% of the outstanding Common Stock of the Company.
To the Company's knowledge, Marshall D. Sorokwasz, individually and as Trustee
for The Sorokwasz Irrevocable Trust, Richard D. Bloom, and Donald E. Jett will
vote their shares of Common Stock in favor of each of the nominees for director
and other proposals identified or described in this Proxy Statement.

The Company's executive office is located at 652 Southwestern Boulevard,
Coppell, Texas 75019.

STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information concerning the beneficial ownership
of Common Stock, as of November 29, 2002, by each person (including any "group"
as that term is used in Section 13(d)(3) of the Securities Exchange Act of
1934), who, to the best of the Company's knowledge, owned beneficially more than
5% of the Company's Common Stock, each director and nominee for election as a
director, all Named Executive Officers in the Summary Compensation Table (see
"Compensation of Named Executive Officers"), and all directors and executive
officers of the Company, as a group.

<Table>
<Caption>
Shares of Common Stock Percent
Name Beneficially Owned (a) of Class
- ---- ---------------------- --------

Marshall D. Sorokwasz 2,450,446 (b) 46.1%
118 Cottonwood Drive
Coppell, TX 75019

Richard D. Bloom 799,820 (c) 15.1%
3100 Hillside
Highland Village, TX 75067

Donald E. Jett 547,150 10.4%
100 Cottonwood Drive
Coppell, TX 75019

Robert F. Troisio 5,000 (d) (e)

Nickolas S. Kokoron 0

Jay W. Ungerman 4,365 (f) (e)

Jeffery W. Boren 79,138 (g) 1.5%

John L. Graves 49,450 (h) (e)

Susan M. Atkins 22,750 (i) (e)

All directors and executive officers
as a group (ten persons) 3,960,619 (j) 72.1%
</Table>

(a) Except as indicated in the following footnotes, each of the persons
listed above has sole voting and investment power with respect to all
shares shown in the table as beneficially owned by them, subject to
community property laws where applicable.

(b) 2,333,360 of these shares are voted by Mr. Sorokwasz as Trustee for The
Sorokwasz Irrevocable Trust. This number does not include 38,415 shares
owned by Mr. Sorokwasz's wife, or the 16,250 shares owned by Mr.
Sorokwasz's wife as custodian for a minor child, as to which Mr.
Sorokwasz disclaims any beneficial interest. This number does include
35,000 shares issuable upon the exercise of stock options, exercisable
within 60 days, held by Mr. Sorokwasz. See "Outside the Plan Stock
Options."

(c) Includes 12,500 shares issuable upon the exercise of stock options,
exercisable within 60 days, held by Mr. Bloom. See "Outside the Plan
Stock Options."

(d) Includes 4,500 shares issuable upon the exercise of stock options,
exercisable within 60 days, held by Mr. Troisio. See "Employee Benefit
Plans - 1995 Stock Option Plan" and "Outside the Plan Stock Options."

(e) Less than 1%.

(f) Includes 4,000 shares issuable upon the exercise of stock options,
exercisable within 60 days, held by Mr. Ungerman. This number includes
365 shares owned by Mr. Ungerman's wife. See "Employee Benefit Plans -
1995 Stock Option Plan" and "Outside the Plan Stock Options."

(g) Includes 70,900 shares issuable upon the exercise of stock options,
exercisable within 60 days, held by Mr. Boren. See "Employee Benefit
Plans - 1995 Stock Option Plan" and "Outside the Plan Stock Options."

(h) Includes 48,550 shares issuable upon the exercise of stock options,
exercisable within 60 days, held by Mr. Graves. See "Employee Benefit
Plans - 1995 Stock Option Plan" and "Outside the Plan Stock Options."

(i) Consists of 22,750 shares issuable upon the exercise of stock options,
exercisable within 60 days, held by Ms. Atkins. See "Employee Benefit
Plans - 1995 Stock Option Plan" and "Outside the Plan Stock Options."

(j) Includes 218,200 shares issuable upon the exercise of stock options,
exercisable within 60 days.

There has been no significant change in stock ownership or control
since November 29, 2002.

PROPOSAL NO. 1

ELECTION OF DIRECTORS

The Board has fixed the number of directors to be elected at six. The terms of
the present directors expire at the Meeting. Directors are elected by plurality.
Abstentions and broker non-votes are treated as present at the Meeting and are,
therefore, counted to determine a quorum. Each director elected at the Meeting,
will serve for one (1) year, or until his successor shall have been chosen and
qualified.

The persons named in the accompanying form of Proxy will vote the shares of
Common Stock represented in favor of the nominees listed below, unless otherwise
instructed in such Proxy.

The nominees are presently serving as directors of the Company. Certain
information concerning the nominees for election is set forth below. Such
information was furnished by them to the Company.

The Board of Directors recommends that you vote FOR the nominees listed below.

NOMINEES FOR ELECTION

MARSHALL D. SOROKWASZ, 59, is one of the founders of the Company and has been
our President, Chief Executive Officer, and a Director since our organization in
1976, Treasurer since 1992, and Chairman of the Board since 1996. Prior thereto,
Mr. Sorokwasz held several positions with O.E.I. Business Products of Chicago,
Illinois, a manufacturer and distributor of continuous business forms.

RICHARD D. BLOOM, 70, is one of our founders and joined the Company as Senior
Vice President of Operations and a Director in 1976. Prior, thereto, Mr. Bloom
spent 20 years on the production side of the computer form industry, having
served as a Plant Manager and Production Manager at his two previous employers,
Data Documents, Inc. of Hutchins, Texas, and Service Business Forms of Wichita,
Kansas.

DONALD E. JETT, 58, is also a founder of our Company and has been a Director and
the Secretary of the Company since 1976. Currently, Mr. Jett is retired. From
1994 to 1999, Mr. Jett worked as a consultant to Budget Cardio, a company that
sold and refurbished new and used cardiovascular exercise equipment. During
1993, Mr. Jett owned and operated Uniglobe Clocktower Travel, a travel agency in
Coppell, Texas. From 1978 until May 1991, Mr. Jett served as a Vice President
and a Director of Origami, Inc., a business consumable wholesaler. Prior to
working at Origami, Inc., he was a regional sales manager for 11 years in a
division of Scott Paper Company, with sales responsibilities for 21 states.

ROBERT F. TROISIO, 57, became a Director in May 1995. Since 2001, he has served
as a Managing Director of the McShane Group, a national consulting firm. From
September 1994 to February 2001, Mr. Troisio was associated with Morris Anderson
& Associates, also a national consulting firm.

JAY W. UNGERMAN, 64, was elected to the Board of Directors in January 1996. Mr.
Ungerman has been a licensed Texas attorney since 1961 and since 2001, after
returning from a few years abroad, has practiced law in Austin, Texas.

NICKOLAS S. KOKORON, 55, became a Director and member of the Audit Committee in
October 2002. He has served as Sr. Vice President and Chief Financial Officer
for the Kincaid Capital Group, a national investment group, since 1999. From
November 1989 to March 1999, Mr. Kokoron was Vice President of Finance and Chief
Financial Officer for Mid-City Lithographers, a book component, sheetfed
printing company. From June 1972 to October 1989, Mr. Kokoron was a Senior
Partner at Kokoron, Monco & Co., Certified Public Accountants, and from January
1970 to June 1972, Mr. Kokoron was an associate at Price Waterhouse & Co,
Certified Public Accountants.

COMPENSATION OF DIRECTORS

In Fiscal 2002, each member of the Board of Directors received a retainer of
$3,000 for his services as a director. For serving on the Audit Committee,
members received retainers of $500. In Fiscal 2002, each member of the Board of
Directors received $1,000 for each of the Board or Committee meetings attended
by that director in person, or $250 for participating telephonically. If more
than one meeting was scheduled on the same day, the attending directors were
compensated as if only one meeting was held. Non-employee directors also receive
on an annual basis for serving on the Board, an automatic grant of an option to
purchase 1,000 shares of Common Stock of the Company under the Company's 1995
Stock Option Plan, as amended (the "1995 Plan").

BOARD MEETINGS AND COMMITTEES

During the past fiscal year the Board of Directors met five times and from time
to time passed resolutions by unanimous written consent. Each of the nominees
for director attended a minimum of 75% of the meetings of the Board and the
Committees of the Board on which such person served, which were held during the
time that such person served.

The Board of Directors of the Company has a Stock Option Committee, whose
members are Messrs. Troisio and Ungerman. Bob Minyard, who served until he
resigned in August 2002, was the third member of the Stock Option Committee in
Fiscal 2002. The Stock Option Committee administers the 1995 Plan and determines
the persons who are eligible to receive options thereunder, the number of shares
to be subject to each option, and the other terms and conditions under which
options under the 1995 Plan are granted and made exercisable. See "Employee
Benefit Plans" below. The Stock Option Committee met once during Fiscal 2002.

The Board of Directors does not have a Nominating Committee.

The only directors of the Company who are active in the business on a day-to-day
basis are Messrs.

Sorokwasz and Bloom. No family relationships exist between any of the directors
and executive officers of the Company.

The Company's Certificate of Incorporation contains a provision, authorized by
Delaware law, which eliminates the personal liability of a director of the
Company to the Company or to any of its stockholders for monetary damages for a
breach of his fiduciary duty as a director, except in the case where the
director breached his duty of loyalty, failed to act in good faith, engaged in
intentional misconduct or knowingly violated a law, or authorized the payment of
a dividend or approved a stock repurchase in violation of Delaware corporate
law, or obtained an improper personal benefit.

AUDIT COMMITTEE AND AUDIT COMMITTEE REPORT

The Audit Committee is governed by a charter approved by the Board of Directors.
Attached as Exhibit A is the current Audit Committee Charter.

Currently, the Company's Audit Committee consists of Messrs. Robert F. Troisio,
Jay W. Ungerman and Nickolas S. Kokoron. Bob Minyard, who served until he
resigned in August 2002, was the third member of the Audit Committee in Fiscal
2002. Each of the members of the Audit Committee is independent pursuant to Rule
4200(a)(14) of the National Association of Securities Dealers.

AUDIT COMMITTEE REPORT

Management is responsible for the Company's internal controls, financial
reporting process and compliance with laws and regulations and ethical business
standards. The independent auditors are responsible for performing an
independent audit of the Company's financial statements in accordance with
generally accepted auditing standards and issuing a report thereon. The primary
purpose of the Audit Committee is to assist the Board of Directors in fulfilling
its responsibility to oversee the Company's financial reporting activities. The
Audit Committee meets with the Company's independent auditors and reviews the
scope of their audit, report and recommendations. The Audit Committee also
recommends to the Board of Directors the selection of the Company's independent
auditors. The functions of the Audit Committee are not intended to duplicate or
to certify the activities of management and the independent auditors and are in
no way designed to supersede or alter the traditional responsibilities of the
Company's management and independent auditors. The Audit Committee's role does
not provide any special assurances with regard to the Company's financial
statements, nor does it involve a professional evaluation of the quality of the
audits performed by the independent auditors. The Audit Committee met twice
during the fiscal year ending August 31, 2002.

The Audit Committee has reviewed and discussed the audited financial statements
of the Company for Fiscal 2002 with the Company's management. Management
represented to the Audit Committee that the Company's financial statements were
prepared in accordance with generally accepted accounting principles. The Audit
Committee has received the written disclosures and letters required by Statement
on Auditing Standards No. 61 (Communication with Audit Committees) and
Independence Standards Board Standard No. 1 (Independence Discussion with Audit
Committees), from Blackman Kallick Bartelstein, LLP ("Blackman"), the Company's
independent auditor for the

fiscal year ended August 31, 2002. The Audit Committee has considered the
provision of services by Blackman, covered in "Audit and Related Fees" below,
and has determined that such services are compatible with maintaining their
independence from the Company. Based upon the review and the discussions
referred to above, the Audit Committee recommended to the Board of Directors
that the Fiscal 2002 audited financial statements be included in the Company's
Annual Report on Form 10-K.

AUDIT COMMITTEE
Robert F. Troisio
Jay W. Ungerman
Nickolas S. Kokoron

FEES PAID TO INDEPENDENT ACCOUNTANTS

Audit Fees. The aggregate fees billed by Arthur Andersen, LLP ("Andersen"), the
Company's auditors from September 1, 2001 to April 15, 2002, and the total
aggregate fees to be billed by Blackman, the Company's auditors as of July 12,
2002, for professional services rendered for the audit of the Company's annual
financial statements for the year ended August 31, 2002 and for reviews of the
financial statements included in the Company's Quarterly Reports on Form 10-Q
during that fiscal year were $16,500 and $55,000, respectively.

Financial Information Systems Design and Implementation Fees. The Company did
not engage Andersen or Blackman to provide professional services to the Company
regarding financial information systems design and implementation during the
fiscal year ended August 31, 2002.

All Other Fees. The aggregate fees billed by Andersen and Blackman for services
rendered to the Company, other than the services covered in "Audit Fees" and
"Financial Information Systems Design and Implementation Fees" for the fiscal
year ended August 31, 2002, were $ 0 and $50,000, respectively, which fees
primarily relate to audits of acquired assets.

On July 12, 2002 the Company determined not to continue to engage Andersen as
its independent public accountants after completion of the review for the
quarter ended February 28, 2002, and appointed Blackman as its new independent
public accountants for the fiscal year ending August 31, 2002. This
determination followed the Company's decision to seek proposals from independent
accountants to audit the Company's financial statements for the fiscal year
ending August 31, 2002. The decision not to renew the engagement of Andersen and
to retain Blackman was approved by the Board of Directors upon the
recommendation of the Audit Committee.

Andersen's report on the Company's 2001 financial statements was issued in
conjunction with the filing of the Company's Annual Report on Form 10-K for the
year ended August 31, 2001.

The audit reports of Andersen on the consolidated financial statements of the
Company as of and for the fiscal years ended August 31, 2001 and 2000, did not
contain any adverse opinion or

disclaimer of opinion, nor were they qualified or modified as to uncertainty,
audit scope, or accounting principles. During the Company's two most recent
fiscal years ended August 31, 2001, and the subsequent interim period through
February 28, 2002, there were no disagreements between the Company and Andersen
on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreements if not resolved
to Andersen's satisfaction would have caused them to make reference to the
subject matter of the disagreement in connection with their reports.

None of the reportable events described under Item 304(a)(1)(v) of Regulation
S-K occurred within the Company's two most recent fiscal years and the
subsequent interim period through February 28, 2002. The Company provided
Andersen with a copy of the foregoing disclosures.

During the Company's two most recent fiscal years ended August 31, 2001, and the
subsequent interim period through February 28, 2002, the Company did not consult
with Blackman regarding any of the matters or events set forth in Item
304(a)(2)(i) and (ii) of Regulation S-K.

COMPENSATION COMMITTEE REPORT

The Compensation Committee is composed of Marshall D. Sorokwasz, CEO, President
and Treasurer, Robert F. Troisio and Jay W. Ungerman. The Compensation Committee
is authorized to review and approve remuneration arrangements for senior
management, directors and other employees and employee benefit plans in which
officers and employees are eligible to participate. The Compensation Committee
met once during Fiscal 2002.

The Compensation Committee's informal executive compensation philosophy
considers a number of factors, including competitive compensation by like-sized
companies in similar businesses and linking executive compensation to
achievement of performance goals. The Committee has access to national
compensation surveys and public compensation information for executives in
manufacturing companies both larger and smaller than the Company, including
direct competitors of the Company. All of these sources are used by the
Committee in reviewing compensation.

The Company's executive compensation program is designed to provide incentives
to attract, motivate, and retain key executives needed to enhance the
profitability of the Company, create value for its stockholders, and instill in
the executives a long-term commitment to the Company. On January 29, 2002, the
Committee reviewed total compensation of the Named Executive Officers listed in
this Proxy Statement. The Compensation Committee determined that for Fiscal
2002, based upon the Company's performance in the year ended August 31, 2001
("Fiscal 2001"), and profitability in the first quarter of Fiscal 2002, Vice
Presidents John L. Graves, Jeffery W. Boren, and Susan M. Atkins receive raises,
as decided by the President, up to a maximum of 5-7% for the

2002 calender year, and that he, and Vice Presidents Richard D. Bloom and Dwight
E.Staubs receive raises, as decided by the President, up to a maximum of 3% for
the 2002 calender year. Other annual compensation paid to Marshall Sorokwasz in
Fiscal 2002 was $180,476, which was $7,500 less than in Fiscal 2001.

The Compensation Committee feels that the Company's compensation adequately
reflects its philosophy and policies and that none of the executive officers of
the Company is overcompensated.

COMPENSATION COMMITTEE
Marshall D. Sorokwasz
Robert F. Troisio
Jay W. Ungerman

EMPLOYMENT CONTRACT

The Company executed a five-year employment contract with Marshall Sorokwasz,
Chairman of the Board, CEO, President and Treasurer, on February 1, 1999. The
agreement provides, in part, for a minimum annual salary of $375,000 and further
compensation as determined by the Board of Directors, a non-reimbursable annual
expense allowance, and payments, for a period of five years following
termination or change in control, equal to Mr. Sorokwasz's annual income in
effect prior to such termination.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The Compensation Committee is composed of Marshall D. Sorokwasz, CEO, President
and Treasurer, Robert F. Troisio and Jay W. Ungerman. Marshall Sorokwasz has
personally guaranteed the indebtedness of TST/Impreso, Inc. ("TST"), a
subsidiary of the Company, to various lenders, including the newly established
$25 million revolving line of credit, other notes payable to financial
institutions, the proceeds of which were used for the purchase of property and
equipment at TST's West Virginia facility, to obtain funding for the acquisition
of the Sky Division of Durango Georgia Converting LLC, in Fiscal 2001, and to
purchase the real property of the United Computer Supplies, Inc. acquisition
completed in April 2002.

A company controlled by the spouse of Marshall D. Sorokwasz serves as both a
customer of and vendor to the Company. Sales to this related company were
$1,183,902 for the year ended August 31, 2002. Purchases from the related
company totaled $419,568 for the year ended August 31, 2002. The accounts
receivable and accounts payable balances related to this company as of August
31, 2002, were $80,778 and $7,251, respectively. In the opinion of management,
these transactions were consummated on terms equivalent to those that prevail in
an arms-length transaction.

EXECUTIVE OFFICERS OF THE COMPANY

The executive officers of the Company are elected annually by the Board of
Directors. The executive officers, their age and positions within the Company at
August 31, 2002, are as follows:

<Table>
<Caption>
Name Age Position
---- --- --------

Marshall D. Sorokwasz 59 Chairman of the Board, President, Treasurer,
and Chief Executive Officer

Richard D. Bloom 70 Senior Vice President of Operations and Director

Donald E. Jett 58 Secretary and Director

John L. Graves 56 Vice President of Manufacturing

Jeffrey W. Boren 37 Vice President of Sales, Marketing

Susan M. Atkins 53 Vice President of Finance, Chief Financial Officer
and Assistant Secretary

Dwight E. Staubs 51 Vice President
</Table>

Marshall D. Sorokwasz is one of the founders of the Company and has been its
President, Chief Executive Officer, and a Director since its organization in
1976, Treasurer since 1992, and Chairman of the Board since 1996.

Richard D. Bloom is one of the founders of the Company and has been its Vice
President and a Director since inception.

Donald E. Jett is one of the founders of the Company and has been its Secretary
and a Director since inception.

John L. Graves was promoted to Vice President of Manufacturing in June 1986.
Prior to being elected Vice President, Mr. Graves was Operations Manager with
the Company since August 1981.

Jeffrey W. Boren has been Vice President of Sales and Marketing since March
1995. From March 1994 to March 1995, he was the National Sales Manager; prior to
that, he held various sales positions within the Company.

Susan M. Atkins has been Vice President of Finance and Chief Financial Officer
of the Company since December 1995, and Assistant Secretary since November 1999.
Ms. Atkins was Controller of the Company prior to her election as Vice President
of Finance and Chief Financial Officer.

Dwight E. Staubs was elected to the position of Vice President in May 2001,
subsequent to the acquisition of substantially all of the assets of the
competitor he managed, acquired by the Company in April 2001. Mr. Staubs had
been the Plant Manager of the competitor since 1994.

COMPENSATION OF NAMED EXECUTIVE OFFICERS

The following table sets forth information concerning the compensation paid by
the Company for services rendered during the three fiscal years ended August 31,
2002, 2001 and 2000, to the CEO and the other four most highly compensated
executive officers of the Company whose aggregate salary and bonus exceeded
$100,000 (the "Named Executive Officers").

SUMMARY OF COMPENSATION TABLE

<Table>
<Caption>
Long Term
Annual Compensation Compensation
-------------------------------------- -
Number of
Securities
Name and Principal Other Annual Underlying All Other
Position Year Salary Bonus Compensation (1) Options Compensation(2)
------------------ ---- ---------- -------- ---------------- ------------- ---------------

Marshall D. Sorokwasz 2002 $ 503,488 -0- $ 180,476 (3)(4) -0- $ 5,963
Chairman of the 2001 425,412 $ 40,000 187,942 (3)(5) 60,000 (6) 7,859
Board, President 2000 424,567 25,000 144,046 (3)(7) -0- 6,740
CEO & Treasurer

Richard D. Bloom 2002 $ 149,297 -0- -- -0- $ 5,000
Senior Vice President 2001 146,159 $ 15,000 -- 15,000 (6) 4,750
of Operations 2000 181,500 12,500 -- -0- 4,875

Jeffery W. Boren 2002 $ 196,618 $ 36,000 -- -0- $ 960
Vice President of 2001 156,608 30,000 -- 17,500 (6) 899
Sales & Marketing 2000 153,332 12,500 -- -0- 774

John L. Graves 2002 $ 141,930 -0- -- -0- $ 730
Vice President 2001 127,659 $ 15,000 -- 12,500 (6) 712
of Manufacturing 2000 127,662 10,000 -- -0- 649

Susan M. Atkins 2002 $ 128,851 -0- -- -0- $ 574
CFO and Vice 2001 112,265 $ 15,000 -- 12,500 (6) 545
President of Finance 2000 110,868 10,000 -- -0- 541
</Table>

(1) The compensation described in this table does not include perquisites
and other benefits received by the Named Executive Officer, the value
of which did not exceed the lesser of $50,000 or 10% of the total of
annual salary and bonus reported for the Named Executive Officer.

(2) "All Other Compensation" represents the allocation of the Company's
contribution to the Company's employee 401(k) Plan for each Named
Executive Officer, based upon the distribution formula in the 401(k)
Plan, and payment of directors fees for attending board and committee
meetings.

(3) Consists of payments of one or more of the following: medical and whole
life insurance premiums; annual car allowance; and non-reimbursable
expense payments.

(4) Includes a total of $129,233 in non-reimbursable expense payments.

(5) Includes a total of $124,950 in non-reimbursable expense payments.

(6) Options granted outside of the 1995 Stock Option Plan.

(7) Includes a total of $92,251 in non-reimbursable expense payments.

The following table shows for the Named Executive Officers information about
options exercised in Fiscal 2002, and option holdings as of the end of Fiscal
2002.

AGGREGATE OPTION EXERCISES IN FISCAL 2002 AND

FISCAL YEAR END OPTION VALUES

<Table>
<Caption>
Number of Value of
Un-Exercised Options Un-Exercised (1)
at August 31, 2002 In-The-Money Options
---------------------------- -----------------------------
Shares
Acquired
On Value Un- Un-
Exercise Realized Exercisable Exercisable Exercisable Exercisable
-------- -------- ----------- ----------- ----------- -----------

Marshall D. Sorokwasz -- -- 35,000 30,000 5,600 5,600
Richard D. Bloom -- -- 12,500 7,500 800 800
John L. Graves -- -- 46,050 6,250 1,200 1,200
Jeffery W. Boren -- -- 67,150 8,750 1,600 1,600
Susan M. Atkins -- -- 20,250 6,250 1,200 1,200
</Table>

(1) Computed based upon the difference between aggregate fair market value
as of August 31, 2002, and aggregate exercise price.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires our directors,
executive officers and persons who beneficially own more than 10% of a
registered class of our equity securities to file certain reports concerning
their beneficial ownership of our equity securities. We believe that during
Fiscal 2002, all reporting persons complied with their Section 16(a) filing
obligations.

EMPLOYEE BENEFIT PLANS

1995 STOCK OPTION PLAN. On October 3, 1995, the Board of Directors adopted and
the stockholders of the Company subsequently approved the Company's 1995 Stock
Option Plan. A Registration Statement on Form S-8 with respect to the Common
Stock issuable pursuant to the 1995 Plan was filed with the Securities and
Exchange Commission on April 7, 1997, and became effective at that time. The
1995 Plan has reserved 400,000 shares of Common Stock for the granting of
options to key employees of the Company, including officers and non-employee
directors. The 1995 Plan became effective October 5, 1995, and will terminate
October 6, 2005, or on the date in which all shares available for issuance under
the 1995 Plan have been issued and fully exercised or canceled, whichever occurs
first, except that options outstanding as of October 6, 2005, will continue in
full force and effect under the provisions of each grant. The 1995 Plan, as
amended, provides for the grant of incentive stock options, which may be
exercised over a period of ten years, and the fixed annual grant of
non-qualified stock options for 1,000 shares of Common Stock of the Company to
non-employee directors. The options granted to non-employee directors are
exercisable over ten years from date of grant. In no event can the option price
be lower than the fair market value of the Common Stock at the date of grant.
The Stock Option Committee is made up of non-employee directors who administer
the 1995 Plan. As of August 31, 2002, options to purchase 276,400 shares were
outstanding and 78,550 options were available for grant.

OUTSIDE THE PLAN STOCK OPTIONS. On January 26, 1999, the Board of Directors
granted the President authority to grant non-plan stock options at fair market
value at the date of grant, representing a maximum of 250,000 shares of Common
Stock. As of November 29, 2002, options representing 196,000 shares had been
granted to officers and employees of the Company. Options granted have a term of
five years, subject to earlier termination related to termination of employment,
and vest in 50% increments over a two-year period.

PERFORMANCE GRAPH

The following performance graph compares the performance of our Company's
cumulative total stockholder return on its Common Stock for the period from our
Company's initial public offering on October 5, 1995, to August 31, 2002, with
the comparison of 5 year cumulative total return among Impreso, Inc., the Nasdaq
Stock Market U.S. Index and a Peer Group consisting of Moore, Ltd., Paris
Corporation, Wallace Computer Services, Inc. and Willamette Industries, Inc.

[GRAPH]

<Table>
<Caption>
Cumulative Total Return
----------------------------------------------------------------
8/97 8/98 8/99 8/00 8/01 8/02
-------- -------- -------- -------- -------- --------

IMPRESO, INC. 100.00 20.75 22.17 26.89 12.72 15.25
NASDAQ STOCK MARKET (U.S.) 100.00 94.49 175.55 268.23 114.72 84.14
PEER GROUP 100.00 51.58 59.80 27.93 53.38 72.05
</Table>

PROPOSAL NO. 2

RATIFICATION OF SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS

The Board of Directors of our Company has selected Blackman Kallick Bartelstein
LLP to serve as our independent public accountants for the fiscal year ending
August 31, 2003 ("Fiscal 2003"). The Board of Directors considers Blackman
Kallick Bartelstein LLP to be eminently qualified.

A representative of Blackman Kallick Bartelstein LLP will be present at the
Annual Meeting, with an opportunity to make a statement, if such representative
desires to do so, and will be available to respond to appropriate questions.

Although it is not required to do so, the Board of Directors is submitting its
selection of our independent public accountants for ratification at the Annual
Meeting, in order to ascertain views of stockholders regarding such selection.
If the selection is not ratified, we will reconsider its selection.

The Board of Directors recommends that you vote FOR ratification of the
selection of Blackman Kallick Bartelstein LLP to examine the financial
statements of our Company for the fiscal year ending August 31, 2003.

OTHER MATTERS THAT MAY COME BEFORE THE MEETING

As of the date of this Proxy Statement, management of Impreso, Inc. does not
know of any matters to be presented for consideration at the Meeting other than
those described in this Proxy Statement. If any other matters properly come
before the Meeting, the accompanying Proxy confers discretionary authority with
respect to those matters, and the persons named in the accompanying form of
Proxy intend to vote that Proxy to the extent entitled in accordance with their
best judgment.

We request you to date, sign and return the Proxy in the enclosed postage-paid
envelope. If you attend the Annual Meeting, you may revoke your Proxy at that
time and vote in person if you so desire, otherwise your Proxy will be voted for
you.

MISCELLANEOUS

If the accompanying form of Proxy is executed and returned, the shares of Common
Stock represented thereby will be voted in accordance with the terms of the
Proxy, unless the Proxy is revoked. If no directions are indicated in such
Proxy, the shares represented thereby will be voted FOR the nominees proposed by
the Board of Directors and FOR the ratification of the Board of Directors'
selection of Blackman Kallick Bartelstein LLP as independent auditors for the
Company.

All costs relating to the solicitation of Proxies will be borne by the Company.
Proxies may be solicited by officers, directors, and regular employees of the
Company, personally, by mail, by telephone or by fax, and the Company may pay
brokers and other persons holding shares of stock in their names or those of
their nominees for their reasonable expenses in sending soliciting materials to
their principals.

It is important that Proxies be returned promptly. Whether or not you expect to
attend the Meeting in person, you are urged to mark, sign and date the
accompanying form of Proxy and mail it in the enclosed return envelope, which
requires no postage if mailed in the United States, so that your vote can be
recorded.

ANNUAL REPORT ON FORM 10-K

A copy of the Company's Annual Report on Form 10-K, including the financial
statements and financial statement schedules for the fiscal year ended August
31, 2002, which was filed with the Securities and Exchange Commission, has been
sent without charge to stockholders to whom this Proxy Statement is mailed as
part of the Company's Annual Report to Stockholders. The Company shall provide,
without charge, copies of any exhibits to its Form 10-K upon written request to
the Legal Department, Impreso, Inc., 652 Southwestern Blvd., Coppell, TX 75019.

STOCKHOLDER PROPOSALS

A stockholder who desires to include a proposal in the Proxy material relating
to our Fiscal 2003 annual meeting of stockholders must submit the same in
writing, so as to be received at our principal executive office, to the
attention of the Legal Department, on or before September 1, 2003, for such
proposal to be considered for inclusion in the Proxy Statement for the annual
meeting. Such proposal must also meet the other requirements of the Securities
and Exchange Commission relating to shareholder proposals required to be
included in our Proxy Statement. If a stockholder intends to submit a proposal
at our Fiscal 2003 annual meeting of stockholders that is not eligible for
inclusion in the Proxy Statement and form of Proxy relating to that meeting, the
stockholder must do so no later than October 1, 2003. If such a stockholder
fails to comply with the foregoing notice provision, the Proxy holders will be
allowed to use their discretionary voting authority when the proposal is raised
at the Fiscal 2003 annual meeting.

December 16, 2002

By Order of the Board of Directors,

/s/ Donald E. Jett
-----------------------------------------
Donald E. Jett
Secretary

EXHIBIT A

IMPRESO, INC. AUDIT COMMITTEE CHARTER

1. To ensure the ultimate accountability of the independent auditors to
the Board of Directors and the Audit Committee, as representatives of
the Company's shareholders, the Board of Directors and the Audit
Committee have the ultimate authority and responsibility to select,
evaluate, and, where appropriate, replace the independent auditors.

2. The Audit Committee shall obtain and review, at least annually, a
formal written statement from the independent auditors delineating all
relationships between the independent auditors and the Company,
consistent with Independence Standards Board Standard No. 1; discuss
with the independent auditors any disclosed relationships or services
that may impact the objectivity and independence of the independent
auditors; and take, or recommend that the Board of Directors take,
appropriate action to oversee the independence of the independent
auditors.

3. The Audit Committee shall review annually the selection of the
Company's independent public accountants and after consultation with
management concerning quality of work, independence, and fee structure,
recommend to the Board of Directors the firm to be appointed and
ratified by the shareholders.

4. The Audit Committee shall review with management and the independent
public accountants the impact on the Company of any change in either
the engagement or advisory partner assigned to the audit.

5. The Audit Committee shall review and discuss with management and the
independent public accountants the scope of the annual external audit,
request additional reviews and audit procedures if considered necessary
and approve the scope of the examination.

6. The Audit Committee shall review with the independent public
accountants and the CFO and Vice President - combined audit scopes,
including the degree of coordination of the respective audit plans, to
assure there is adequate audit coverage for the Company, and make
appropriate recommendations to management.

7. The Audit Committee shall review and discuss with management and the
independent public accountants a) the annual report of the accountants
on their examination, and b) the observations and suggestions of the
accountants for improvements with regard to accounting and control
policies, procedures, and organization; and make appropriate
recommendations to management for implementation and follow-up of
suggested improvements.

8. The Audit Committee shall review, on a selected basis, the more
significant internal audits and the related management responses and
make additional requests for special audit projects as considered
necessary.

9. The Audit Committee shall periodically review management's plans for
engaging the Company's independent public accountant to perform
non-audit services, considering both the types of services that may be
rendered and the projected fees. The purpose is to evaluate the
accountants' continuing independence and objectivity.

10. The Audit Committee shall review annually the program that management
has established to monitor compliance with the written code of conduct
and with ethical practices in general, as part of its ongoing oversight
of the effectiveness of internal controls.

11. The Audit Committee shall meet regularly with the Company's chief legal
officer and discuss with management and the independent public
accountants any issues raised by in-house and outside counsel
concerning litigation, contingencies, claims or assessments that may
have a significant impact on the Company's financial statements.

12. The Audit Committee shall review with management the Company's risk
management program and the status of insurance coverages on an annual
basis.

13. The Audit Committee shall review Company policy and activities
concerning the Office of Compliance with regard to the areas of Law,
Quality, Health, Safety and Environment programs.

14. The Audit Committee shall review policies and procedures for the
regular review of senior officers' expenses, including any use of
corporate assets, and review a summary of the expenses on an annual
basis.

15. The Audit Committee shall increase its knowledge of the Company's
financial practices through a systematic and continuous review of
unique financial, accounting and operating topics that might pose
special risk to the Company, in order to fulfill its oversight
responsibilities related to the financial reporting process and the
Company's internal controls.

16. The Audit Committee shall meet on a regular basis and to call special
meetings as circumstances require, and to meet privately with the
independent public accountants and the CFO and Vice President, at least
annually.

17. The Audit Committee shall report its activities to the full Board of
Directors after each of its meetings so that the Board is kept informed
of its activities on a regular basis.

18. The members of the Audit Committee must meet the definition of
independent. The following criteria will exclude a Director from
serving on the Audit Committee:

a. Currently employed by (a) the company, (b) an affiliate, or
(c) a current parent or predecessor, or so employed in the
past 3 years

b. Currently, or within the past 3 years, a member of the
immediate family or a current executive officer of the company
or an affiliate

c. An executive of another business organization where any of the
company's executives serve on the organization's compensation
committee

d. A partner, controlling shareholder, or executive officer of a
business organization that has a business relationship with
the company

19. The members of the Audit Committee must meet the definition of
financially literate. The following criteria describes how a member of
the Audit Committee qualifies as financially literate:

a. Member must be able to read and understand financial
statements, including a company's balance sheet, income
statement, and statement of cash flows; or

b. Member must become able to do so within a reasonable period of
time after joining the committee.

20. One member of the Audit Committee must have accounting or related
financial management expertise. The following criteria describes how
the Audit Committee member will qualify as having financial management
expertise:

a. Must have past experience in finance or accounting;

b. Be a Certified Public Accountant; or

c. Have comparable experience or background, which results in
financial sophistication, including being or having been a
CEO, a CFO, or other senior officer with financial oversight
responsibilities.

21. The Audit Committee shall review this Charter at least annually for any
necessary or appropriate amendments and may from time to time, by at
least a majority vote or consent of its members, recommend amendments
to this Charter.

22. The Committee will meet annually prior to the time of the Annual
Shareholders meeting and otherwise at the call of the Chairman or
President.

IMPRESO, INC.
PROXIES SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR ANNUAL MEETING OF STOCKHOLDERS

January 28, 2003

COMMON STOCK

The undersigned, a stockholder of Impreso, Inc. does hereby appoint Marshall D.
Sorokwasz and Richard D. Bloom, or either of them, as proxies of the undersigned
with full power of substitution, to appear on behalf of and to vote all shares
of Common Stock of the Company which the undersigned is entitled to vote, at the
Annual Meeting of Stockholders to be held on Tuesday, January 28, 2003, at 4:00
p.m., CST, or at any adjournments thereof, upon such matters as may properly
come before the meeting.

This Proxy is solicited on behalf of the Board of Directors. The undersigned
hereby instructs said proxies or their substitutes to vote as specified on the
reverse, on each of the following matters in accordance with their judgment, and
on any other matters which may properly come before the meeting. If no direction
is indicated, this proxy will be voted "for" all nominees listed in Item 1, and
"for" Item 2.

X Please mark your votes as in this example.
- ---

(Continued and to be signed on reverse side)

<Table>

1) Election of Directors __________
For all nominees listed
(except as marked to the contrary)

Withhold Authority to vote for all the nominees listed at right. __________

Nominees: Marshall D. Sorokwasz
Richard D. Bloom
Donald E. Jett
Robert F. Troisio
Nickolas S. Kokoron
Jay W. Ungerman
</Table>

(Instruction: to withhold authority to vote for any individual nominee write
that nominee's name in the space provided below.)

----------------------------------

The Board of Directors favors a vote "for" each item.

2) Ratification of Appointment of Blackman Kallick Bartelstein, LLP as the
Company's independent auditors for the fiscal year ending August 31,
2003.

For Against Abstain
----- ------ -------

The shares represented by this Proxy will be voted as directed. If no direction
is indicated as to either Items 1 or 2, the shares will be voted in favor of the
Item(s) for which no direction is indicated.

PLEASE MARK, DATE, AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.

DATED 200
------------------------- -----

-------------------------(L.S.)

-------------------------(L.S.)
Stockholder(s) Sign Here

IMPORTANT: BEFORE RETURNING THIS PROXY, PLEASE SIGN YOUR NAME OR NAMES ON THE
LINE(S) ABOVE EXACTLY AS SHOWN THEREON. EXECUTORS, ADMINISTRATORS, TRUSTEES,
GUARDIANS OR CORPORATE OFFICERS SHOULD INDICATE THEIR FULL TITLES WHEN SIGNING.
WHERE SHARES ARE REGISTERED IN THE NAME OF JOINT TENANTS OR TRUSTEES, EACH JOINT
TENANT OR TRUSTEE SHOULD SIGN.