October 3, 1996




Mr. Patrick Kellick
Sullivan Graphics, Inc.
100 Winners Circle
Brentwood, TN 37027


Dear Pat:

This will confirm that if Sullivan  Graphics,  Inc.  ("SGI") (i) terminates your
employment  without cause, or (ii) in connection with a transaction  whereby all
of the stock or substantially all of the assets of SGI are sold, requires you to
relocate  more  than 50 miles  from  Brentwood,  Tennessee  and you  voluntarily
terminate your employment, then SGI shall continue to pay your then current base
salary and maintain all your then current  benefits (to the extent allowed under
the  applicable  benefit  plans)  for a  period  of  two  years  following  your
termination.  In such  event,  SGI shall also pay you a pro rata  portion of the
bonus to which you would have been entitled for the year of termination  had you
been  employed  for the entire  year,  which  bonus shall be payable at the time
bonuses under the applicable bonus plan are paid to SGI's executives  generally.
Such base salary payments and benefits will be reduced to the extent you receive
compensation and benefits from another employer with respect to such period. The
term "Cause"  shall mean the  termination  of your  employment  hereunder in the
event of your (i)  conviction of any crime or offense  involving  money or other
property  of SGI  or any  felony,  (ii)  willful  and  unreasonable  refusal  to
substantially perform your duties hereunder, (iii) competition with SGI, or (iv)
gross  negligence  in  the  conduct  of  your  duties;  provided,   however,  no
termination  shall be deemed for "Cause"  under  clauses (ii) or (iv) unless you
shall have first  received  written  notice from SGI advising you of the acts or
omissions  that  constitute  the  refusal  or gross  negligence  and you fail to
correct the acts or omissions  complained of within 20 business  days  following
receipt of such notice.

For so long as you are employed by SGI, and continuing for two years thereafter,
you shall not, without the prior written consent of SGI, directly or indirectly,
as a sole proprietor, member of a partnership,  stockholder or investor, officer
or director of a corporation, or as an employee, associate,  consultant or agent
of any person, partnership, corporation or other business organization or entity
other than SGI:  (i) render any  service to or in any way be  affiliated  with a
competitor  (or any  person or entity  that is  reasonably  anticipated  (to the
general  knowledge of you or the public) to become a  competitor)  of SGI;  (ii)
solicit  or  endeavor  to entice  away from SGI any person or entity who is, or,
during the then most recent  two-year12-month  period,  was  employed by, or had
served as an agent or key  consultant  of, SGI; or (iii)  solicit or endeavor to
entice  away from SGI any  person or entity  who is, or was within the then most
recent 12-month period, a customer or client (or reasonably  anticipated (to the
general knowledge of you or the public) to become a customer or client) of SGI.



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                                                                 October 3, 1996
                                                                          Page 2



You  covenant  and  agree  with SGI that you  will not at any  time,  except  in
performance  of your  obligations  to SGI  hereunder  or with the prior  written
consent of SGI,  directly or  indirectly,  disclose  any secret or  confidential
information  that you may learn or have  learned  by reason of your  association
with  SGI.  The  term  "confidential   information"   includes  information  not
previously  disclosed  to the  public  or to the trade by SGI's  management,  or
otherwise  in the public  domain,  with respect to SGI's  products,  facilities,
applications  and  methods,  trade  secrets  and  other  intellectual  property,
systems, procedures manuals, confidential reports, product price lists, customer
lists,  technical  information,  financial information  (including the revenues,
costs  or  profits  associated  with  any of SGI's  products),  business  plans,
prospects or  opportunities,  but shall exclude any information  which (i) is or
becomes  available  to the  public  or is  generally  known in the  industry  or
industries in which SGI operates  other than as a result of disclosure by you in
violation of your  agreements  under this  paragraph or (ii) you are required to
disclose under any applicable laws,  regulations or directives of any government
agency,  tribunal  or  authority  having  jurisdiction  in the  matter  or under
subpoena or other process of law.

All references to "SGI" include its divisions, subsidiaries and affiliates.

If the foregoing  meets with your approval,  please sign and return the enclosed
copy of this letter to the  undersigned.  This agreement  constitutes our entire
agreement,  supersedes all prior  agreements  between us, and its provisions may
not be changed or waived,  except by a writing signed by the party to be charged
with such change.

                                                 Sincerely,

                                                 SULLIVAN GRAPHICS, INC.



                                                 By: /s/ Stephen M. Dyott
                                                    ___________________________
                                                           Stephen M. Dyott
                                                         Chairman, President
                                                    & Chief Executive Officer



ACCEPTED AND AGREED TO:

   /s/ Patrick Kellick
_______________________________
       Patrick Kellick