TRANSITION SERVICES AGREEMENT

Exhibit 10.3

TRANSITION SERVICES AGREEMENT

THIS TRANSITION SERVICES AGREEMENT (“Agreement”) is made as of December 31, 2005 (“Effective Date”), by and between ALCOA INC., a Pennsylvania corporation (“Seller”), and SGS International, Inc., a corporation organized under the laws of Delaware (“Purchaser”).

WHEREAS, Purchaser and Seller entered into an Acquisition Agreement dated November 11, 2005 (the “Acquisition Agreement”) pursuant to which Purchaser will acquire the Purchased Business, as such term is defined in the Acquisition Agreement;

WHEREAS, Purchaser desires that Seller provide certain temporary transition services to Purchaser, the Companies and the Subsidiaries (as each such term is defined in the Acquisition Agreement) related to the Purchased Business following the Closing Date, and Seller is willing to provide such services; and

WHEREAS, Section 10.02(g) of the Acquisition Agreement provides that the parties will enter into this Agreement as a condition to Closing the transaction.

NOW, THEREFORE, the parties agree as follows:

1. INTRODUCTION . For purposes of this Agreement and unless otherwise specified, capitalized terms not otherwise defined herein have the meanings given to them in the Acquisition Agreement.

2. SERVICES . Seller will supply and Purchaser will purchase the individual services listed in Schedule A (each a “Transition Service”) on the terms and conditions set forth herein. Schedule A sets forth the maximum time period and fee for each Transition Service. Any Transition Service requiring a third party consent is contingent on Purchaser obtaining such consent from such party. Seller agrees to provide or cause to be provided to Purchaser those Transition Services in accordance with the terms of this Agreement and subject to any conditions specified in Schedule A . In addition, Seller shall cooperate with Purchaser, at Purchaser’s expense and request, in transferring any Transition Service to Purchaser or an alternate supplier prior to the end of the Term.

3. FEES . The fee methodology for each Transition Service is set forth in Schedule A (“Fees”).

4. TAXES . Purchaser is responsible for and will pay any and all taxes or any other governmental charges (not including those based upon Seller’s income) which may now or later be imposed upon the purchase and sale or use of the Transition Services provided pursuant to this Agreement.

5. PAYMENT . Purchaser will pay for each Transition Service incurred by it in accordance with the terms hereof. Seller will invoice Purchaser on a monthly basis (except if specified

differently in Schedule A) for Fees related to such Transition Service provided by Sellers during the prior month. Purchaser will pay all invoices related to the Transition Services provided in this Agreement within 30 days of the date of each invoice. Seller reserves the right to terminate this Agreement if Purchaser defaults on its payment obligations hereunder and fails to cure such default within ten days after receipt of written notice from Seller.

6. TERM . This Agreement commences on the Effective Date and will remain in effect through June 30, 2006 (the “Term”). Notwithstanding the foregoing, Schedule A sets forth the length of time that Seller is required to provide each Transition Service to Purchaser, and Seller’s obligation to provide such Transition Service shall expire on the earlier of the end of such length of time or the end of the Term.

7. TERMINATION . Purchaser may terminate any Transition Service at any time upon 15 days written notice to Seller or such other length of time as set forth in the Schedules hereto. Upon such termination, Purchaser will pay Seller the actual Fees for such terminated Transition Service up until the effective date of termination. Upon the termination of any Transition Services (including without limitation expiration of the Term), Purchaser will return to Seller, as soon as practicable, any equipment or other property of Seller relating to such Transition Service which is owned or leased by Seller and is then in Purchaser’s possession or control. If Purchaser breaches any of the terms of this Agreement in any material respect or fails to perform in any material respect any of its obligations under this Agreement, Seller shall give Purchaser written notice of such breach and, if Purchaser fails to cure such breach within ten days of receipt of such notice, Seller may terminate this Agreement in whole or in part.

8. LIMITATION ON SERVICES PROVIDED . Seller is excused from performing a particular Transition Service under this Agreement (i) when doing so would unreasonably interfere with the ability of Seller or Seller’s Affiliates to conduct business as currently conducted, provided that Seller shall provide Purchaser at least thirty days notice prior to the time it ceases providing such service; (ii) if a third party consent is required to provide such Transition Service and such third party refuses, delays in granting, or is unable to grant the required consent; or (iii) if and to the extent performance of such Transition Services results in a breach of any existing agreement of Seller or an Affiliate of Seller. In providing the Transition Services, Seller is not obligated to: (i) hire any additional employees; (ii) maintain the employment of any specific employee; (iii) purchase, lease or license any additional equipment or software; (iv) pay any costs related to the transfer or conversion of Purchaser’s data to Purchaser or any alternate supplier of Transition Services; or (v) make any major capital investment, in Seller’s sole and absolute discretion, to provide or continue providing the Transition Services. Seller has no responsibility to verify the correctness of any information given to it by or on behalf of Purchaser for the purpose of providing the Transition Services.

9. LIMITATIONS OF SERVICES . At the conclusion of each transition period of each respective Transition Service, Seller will have no further obligation to furnish the Transition Service to Purchaser and will have no obligation to maintain the capability to furnish the Transition Service to Purchaser. It is Purchaser’s sole responsibility to arrange for another provider for each Transition Service to furnish the Transition Service to Purchaser that was previously provided by Seller. In the event that Purchaser fails to make such arrangements, or

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fails to make such arrangements in a manner that allows Purchaser to begin procuring the Transition Service from the other provider immediately after the conclusion of the respective transition period of the Transition Service set forth in Schedule A, then Seller, in its sole and absolute discretion, may, but is not obligated to, continue to furnish the Transition Service to Purchaser at a price equal to twice that otherwise provided herein for such Transition Service, and Seller shall retain the right to cease providing the Transition Service to Purchaser at any time after the conclusion of the respective transition period of each Transition Service.

10. FORCE MAJEURE EVENT . Force Majeure Event means any event or circumstance or combination of events or circumstances beyond the reasonable control of Seller that directly results in or causes a failure or delay by or hindrance to or interference with Seller’s fulfillment wholly or in part of any of its obligations under this Agreement, which circumstances cannot be overcome by the exercise of reasonable efforts by Seller. Without limiting the generality of the foregoing, Force Majeure Event includes the following events and circumstances to the extent that they satisfy the above requirements: riots, wars (declared or undeclared), insurrections, sabotage, rebellions, terrorist acts, civil disturbances, embargoes, blockages, acts of God, lightning, earthquakes, floods, storms, hurricanes, freezes, cyclones, tidal waves, tornadoes, unusual weather conditions, epidemics, plagues, explosions, chemical contaminations, fires, major equipment failures, strikes, lockouts, go-slows or other labor difficulties or labor shortages, a change in law, and interruptions of fuel supply, power, water, utilities, wastewater disposal or product distribution. Seller will have no liability to Purchaser for its failure to provide such Transition Service during the time when the provision of all or a portion of such Transition Service by Seller is prevented, hindered, delayed or rendered impracticable due to a Force Majeure Event, provided that during such Force Majeure Event Seller shall continue to provide all Transition Services under this Agreement to the extent reasonably possible. Seller will promptly give notice of any Force Majeure Event to Purchaser and will indicate in such notice the effect of such event on Seller’s ability to perform hereunder and the anticipated duration of such event. Neither the transition period of any Transition Service nor the Term will be extended due to the occurrence of a Force Majeure Event. If suspension of Seller’s performance continues for more than six consecutive months as a result of a Force Majeure Event, either party may terminate this Agreement by giving notice to the other party pursuant to the notice provision of the Acquisition Agreement.

11. THIRD PARTY LICENSES AND CONTRACTS . Purchaser is responsible for obtaining any supplemental licenses or third party consents necessary for Seller to provide Transition Services to Purchaser. Purchaser may, at its sole discretion, pay all required fees and expenses to obtain such required licenses and consents and, if Purchaser chooses not to pay such fees, then Seller may, at Seller’s sole discretion, discontinue the provision of the applicable Transition Service.

12. SUPPORT BY PURCHASER . Purchaser is responsible for providing all consumables required for the Transition Services (including but not limited to office supplies, computers, computer software, office equipment, copy and fax machines and the like) that are used on Purchaser’s premises by Purchaser’s employees or by Seller’s employees. Purchaser is responsible for security of all equipment in its possession.

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13. INDEMNITY . Purchaser will indemnify, defend and hold harmless Seller and its Affiliates, directors, officers, shareholders, employees and agents from and against any and all Losses resulting from a demand, claim, lawsuit, action or proceeding relating to any Person’s conduct in connection with the provision of Transition Services to Purchaser under this Agreement, provided that such Losses are not caused by Seller’s gross negligence or willful misconduct.

14. LIMITATION OF LIABILITY . NOTWITHSTANDING THE DEFINITION OF LOSSES UNDER THE ACQUISITION AGREEMENT, EXCEPT TO THE EXTENT CAUSED BY SELLER’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, UNDER NO CIRCUMSTANCES WILL SELLER OR SELLER’S AFFILIATES BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS OR LOST REVENUES) OF PURCHASER, ITS SUCCESSORS, ASSIGNS OR AFFILIATES, AS A RESULT OF, IN CONNECTION WITH, OR ARISING OUT OF THIS AGREEMENT OR THE TRANSITION SERVICES PROVIDED UNDER THIS AGREEMENT, REGARDLESS OF WHETHER SUCH LIABILITY ARISES IN TORT, CONTRACT, BREACH OF WARRANTY, INDEMNIFICATION OR OTHERWISE. IN ANY EVENT, SELLER’S LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED ONE HUNDRED THOUSAND DOLLARS $100,000.00, EXCEPT FOR LIABILITY ARISING FROM SELLER’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. PURCHASER ASSUMES ALL OTHER LIABILITY FOR ANY LOSS, DAMAGE OR INJURY TO PERSONS OR PROPERTY ARISING OUT OF, CONNECTED WITH OR RESULTING FROM THE USE OF SELLER’S SERVICES, INFRASTRUCTURE OR PROPERTY PURSUANT TO THIS AGREEMENT OR THE TRANSITION SERVICES PROVIDED UNDER THIS AGREEMENT EITHER ALONE OR IN COMBINATION.

15. SUBROGATION . In the event any liability arises from the performance of Transition Services hereunder by a third party contractor for which Seller may be liable, Purchaser, the Companies and the Subsidiaries are subrogated to such rights, if any, as the Seller may have against such third party contractor with respect to the Transition Services provided by such third party contractor to or on behalf of the Seller.

16. DISCLAIMER OF WARRANTIES . SELLER MAKES NO REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO ANY REPRESENTATION OR WARRANTY AS TO THE QUALITY OR CONDITION OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE TRANSITION SERVICES TO BE PROVIDED UNDER THIS AGREEMENT. SELLER DOES NOT WARRANT THAT THE SYSTEMS CONTEMPLATED UNDER THIS AGREEMENT WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT ALL ERRORS WILL BE CORRECTED. SELLER IS NOT RESPONSIBLE FOR PROBLEMS CAUSED BY FAILURE OF SYSTEMS.

17. PROCEDURES . All of Purchaser’s users of Seller’s Transition Services must comply at all times with this Agreement and with Seller’s IT policies and procedures that are applicable to a Transition Service if such policies and procedures apply to both Purchaser and the Seller’s

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business units. All of such current IT policies and procedures are set forth on Schedule B hereto, and Seller will provide Purchaser with the same notice of any future policies, procedures, or enhancements that it provides to its other business units. Purchaser will comply with all requirements of such policies or projects or enhancements. Purchaser will continue to provide data and information necessary for Alcoa to provide the Transition Services to Purchaser consistent with the manner and format in which such data and information is currently provided.

18. NOTICES . All notices, request, demands (including claims for indemnification and other communications) arising under this Agreement will be given in accordance with such provisions contained in the Acquisition Agreement.

19. DISPUTES . The parties will use Best Efforts to resolve disputes related to this Agreement. If the dispute is unable to be resolved by using Best Efforts then parties hereto may refer such matter in dispute to an arbitrator for resolution by sending a written notice setting forth the matter which requires resolution to an arbitrator and to the other party. Any such controversy or claim in connection with this Agreement, including its validity, interpretation, application, scope, enforceability, performance, breach and termination, shall be settled by in accordance with Commercial Arbitration Rules. Notice of arbitration shall be deemed proper if made in accordance with Section 18 of this Agreement. Seller and Purchaser agree that the arbitrators have no authority to: (i) award relief in excess of what this Agreement provides; or (ii) award punitive damages or any other damages not measured by the prevailing party’s actual and direct damages. The parties agree that the arbitrators are hereby authorized to consult with and employ attorneys, accountants or experts that may be deemed necessary to assist them in determining issues or matters of law arising in the course of the arbitration proceedings. The costs and fees shall be determined in the sole discretion of the arbitrator and may be assessed or apportioned to either or both of the parties in the award. The results of any such arbitration proceedings shall be final and binding upon the Parties and shall not be subject to appeal. Such arbitration shall be held in Pittsburgh, Pennsylvania. Judgment upon the award rendered may be entered in any court having jurisdiction, or an application may be made to any court for a judicial acceptance of the award and an order of enforcement, as the case may be.

20. CONFIDENTIALITY . Purchaser and Seller will maintain as confidential and not disclose to any third party any Confidential Information provided by the other in the performance of this Agreement. Confidential Information includes all processes, know-how, methods, software (including source and object code), drawings, data, reports, plans, documents, business secrets and confidential information of any kind written or unwritten pertaining to the business of Seller or Purchaser, as applicable, which is non-public (“Confidential Information”). This Agreement does not apply to Confidential Information which:

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Upon 10 days written request of the disclosing party, the receiving party will return all copies of Confidential Information to the disclosing party in accordance with the notice provision of the Acquisition Agreement.

21. SELLER’S DATA SYSTEMS. Seller’s data systems, procedures and related materials provided to Purchaser are for Purchaser’s internal use only and only as related to the Transition Services of any of the underlying data systems used to provide the Transition Services. Title to all data systems used in performing the Transition Services provided hereunder will remain with Seller or Seller’s third party vendors unless explicitly provided otherwise in the Acquisition Agreement. Purchaser will not copy, modify, reverse engineer, decompile or in any way alter data systems without Seller’s express written consent.

22. GENERAL .

(a) Waiver. The failure of a party to require performance of any provision hereof will not affect its right at a later time to enforce the same. No waiver by a party of any term or warranty contained herein will be effective unless in writing. No such waiver in any one instance will be deemed a further or continuing waiver of any such term, covenant, representation or warranty in any other instance.

(b) Assignment. This Agreement is not assignable, in whole or in part, by either party without the prior written consent of the other. Notwithstanding the foregoing, an assignment in accordance with this Agreement will not relieve a party of its obligations, commitments, liabilities, or responsibilities under this Agreement. Any assignment of this Agreement in violation of this Section is null and void.

(c) Successors and Assigns. This Agreement inures to the benefit of, and is binding on and enforceable against, the successors and permitted assigns of the respective parties hereto.

(d) Independent Contractor. No partnership, joint venture, alliance, fiduciary or any relationship other than that of independent contractors is created hereby, expressly or by implication.

(e) Amendment. This Agreement may be amended only by another written agreement duly executed by the parties.

(f) Headings. The headings in this Agreement are for convenience of reference only and will not affect its interpretation or construction. Unless otherwise indicated, section references are to sections of this Agreement.

(g) Entire Agreement. This Agreement, as to its subject matter, exclusively and completely states the rights and duties of the parties, sets forth the parties’ entire understanding, and merges all their representations and promises. The schedule attached to this Agreement is incorporated in this Agreement and made a part hereof for all purposes.

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(h) Survival . All payment, confidentiality and indemnity obligations will survive the expiration or early termination of this Agreement.

(i) Governing Law . The laws of the Commonwealth of Pennsylvania govern the validity, interpretation, construction, and effect of this Agreement, without regard to its laws or regulations regarding choice of law.

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IN WITNESS WHEREOF , the parties have caused this Agreement to be executed by their duly authorized officers.