EXHIBIT 10.23

      FIRST AMENDMENT (this "Amendment"), dated as of September 8. 2000, to the
Warrant Agreement (the "Warrant Agreement") dated as of April 10, 2000, by and
between American Reprographics Holdings, L.L.C., a California limited liability
company ("Holdings") and GS Mezzanine Partners II, L.P., a limited partnership
organized under the laws of Delaware ("GS Mezzanine"), GS Mezzanine Partners II
Offshore, L.P., an exempted limited partnership organized under the laws of the
Cayman Islands ("GS Offshore," together with GS Mezzanine, the "Purchasers").
Capitalized terms used herein and not defined herein shall have the respective
meanings ascribed to such terms in the Warrant Agreement.

                                    RECITALS

      WHEREAS, the parties have agreed to amend the Warrant Agreement, but only
upon the terms and subject to the conditions set forth below,

      NOW, THEREFORE, in consideration of the premises and the mutual agreements
herein set forth, the parties hereto agree as follows:

1. Amendment to Section 1 (Definitions). Section 1 of the Warrant Agreement is
hereby amended by deleting the definition of "Expiration Date" and inserting the
following definition in lieu thereof:

      "Expiration Date" shall mean April 10, 2010.

2. Warrant Agreement Remains in Effect. Except as expressly amended herein, the
Warrant Agreement shall continue to be, and shall remain, in full force and
effect. This Amendment shall not be deemed to be a waiver of, or consent to, or
a modification or amendment of, any other term or condition of the Warrant
Agreement or the Warrants or to prejudice any other right or rights which the
Warrant holders may now have or may have in the future under or in connection
with the Warrant Agreement or any of the instruments or agreements referred to
therein, as the same may be amended from time to time.

3. Counterparts. This Amendment may be executed by one or more of the parties
hereto in any number of separate counterparts (which may include counterparts
delivered by facsimile transmission) and all of said counterparts taken together
shall be deemed to constitute one and the same instrument.

4. GOVERNING LAW. THIS AMENDMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE
LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS
THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF A JURISDICTION OTHER THAN SUCH
STATE.



      IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed, as of the day and year first above written.

                               AMERICAN REPROGRAPHICS HOLDINGS, L.L.C.

                               /s/ M. W. LEGG
                               ------------------------------------------------
                               Name: MARK LEGG
                               Title: CFO

                               GS MEZZANINE PARTNERS II, L.P.
                                        By: GS MEZZANINE ADVISORS II, L.L.C.,
                                            its general partner

                               By: /s/ KATHERINE L. NISSENBAUM
                                   --------------------------------------------
                                   Name: KATHERINE L. NISSENBAUM
                                   Title: VICE PRESIDENT

                               GS MEZZANINE PARTNERS II OFFSHORE, L.P.
                                        By: GS MEZZANINE ADVISORS II, . L.L.C.,
                                            its general partner

                               By: /s/ KATHERINE L. NISSENBAUM
                                   --------------------------------------------
                                   Name:  KATHERINE L. NISSENBAUM
                                   Title: VICE PRESIDENT