Sullivan Graphics, Inc.
                               225 High Ridge Road
                           Stamford, Connecticut 06905



                                                    September 18, 1996


Mr. James T. Sullivan
25 Field Point Circle
Greenwich, Connecticut  06830

Dear Jim:

                  This letter agreement (the  "Agreement") sets forth our mutual
agreement concerning your resignation as an employee of Sullivan Graphics, Inc.,
a New York corporation (the "Company").

                  1.  Resignation in All  Capacities;  Vice  Chairman.  (a) Your
employment  with the Company and its affiliates will terminate in all capacities
as of September  18, 1996 (the  "Effective  Date").  In that regard,  you hereby
resign,  effective as of the Effective Date, (i) from your positions as Chairman
of  the  Board  and  Chief   Executive   Officer  and  a  director  of  Sullivan
Communications,  Inc., a Delaware corporation ("Communications"),  (ii) from all
other officer and directorships that you currently hold with Communications, the
Company or any of their  respective  subsidiaries  or affiliates  and (iii) as a
member of the Committee that administers the Sullivan Communications, Inc. Stock
Option Plan (the "Option Plan") or any other  committee of  Communications,  the
Company  or any  of  their  respective  subsidiaries  or  affiliates.  From  the
Effective  Date through April 8, 1999,  you will have the title of Vice Chairman
of  Communications   (subject  to  the  right  of  the  Board  of  Directors  of
Communications (the "Communications  Board") to remove you from such position in
its sole discretion);  provided,  however,  that you (i) will not be entitled to
participate in any meetings of the Communications  Board, (ii) will not have the
right to vote on any matters  coming before the  Communications  Board and (iii)
will  take no  action on behalf  of  Communications  other  than at the  express
direction of the Communications Board; provided further,  however, that you will
have the right to resign from your position as Vice  Chairman of  Communications
at any time without  prejudice to any of your rights under this Agreement or any
of the plans and agreements  referred to in Section  14(a).  In your capacity of
Vice Chairman of Communications you will not be an employee, officer or director
of Communications  nor will you be entitled to any compensation or benefits with
respect to your services as such.

                  (b) It is hereby expressly agreed that the termination of your
employment  with the Company and its affiliates will be treated as a termination
by the Company without "cause" for purposes of any applicable plan,  arrangement
or agreement between you and the


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                                        2

Company  or  its  affiliates  including,   without  limitation,   the  Company's
Supplemental  Executive  Retirement Plan, the Management Equity  Agreement,  the
Option Plan and the Stock Option  Agreements (as each such Agreement and Plan is
defined herein).

                  2. Sale of Sullivan Media Corporation. (a) As of the Effective
Date,  you will be  appointed  as Chief  Executive  Officer  of  Sullivan  Media
Corporation,  a  Delaware  corporation  ("SMC"),  subject  to the  right  of the
Communications  Board or the Board of  Directors  of SMC to remove you from such
position in its sole discretion; provided, however, that you will have the right
to resign  from your  position  as Chief  Executive  Officer  of SMC at any time
without  prejudice,  except as set forth in Section  2(b), to any of your rights
under this Agreement or any of the plans and  agreements  referred to in Section
14(a). The Company  acknowledges  that your status as Chief Executive Officer of
SMC will not require  your  full-time  services  and will not  preclude you from
accepting employment with a third party,  subject,  however, to your obligations
under this Agreement and your compliance with the covenants described in Section
8. You will act in the capacity of Chief Executive  Officer of SMC solely at the
direction of the  Communications  Board.  In addition,  you hereby agree that as
Chief Executive Officer of SMC you will, at the direction of the  Communications
Board,  use  your  reasonable  commercial  efforts  to  effect  the  sale  of  a
controlling  interest in the equity,  or all or substantially all of the assets,
of SMC to a third party that is not an affiliate of the Company (the "SMC Sale")
by March 18, 1997.  Any decision to effect the SMC Sale will be made in the sole
discretion  of the  Communications  Board,  and  the  Communications  Board  may
determine  not to  pursue  the  SMC  Sale in its  sole  discretion  without  any
obligation to you under this Agreement.  Your status as Chief Executive  Officer
of SMC will automatically terminate on the earlier of March 18, 1997 or the date
on which the SMC Sale is consummated; provided, however, that such status may be
extended  if  mutually  agreed by you and the  Communications  Board.  Except as
provided in Section 2(b) below,  you will not be entitled to any compensation or
benefits with respect to your services as Chief Executive Officer of SMC.

                  (b) In the event that (i) the SMC Sale is consummated by March
18, 1997 or (ii) a binding agreement  (subject to customary closing  conditions)
for the SMC Sale is entered  into by the  Company by March 18,  1997 and the SMC
Sale  is  subsequently  consummated  pursuant  to such  agreement,  as it may be
amended  from  time to  time,  the  Company  will  pay to you,  as  promptly  as
practicable  after the consummation of the SMC Sale, an amount (the "SMC Bonus")
in cash  equal to 20% of the  amount of the net cash  proceeds  realized  by the
Company  or  SMC,  as the  case  may be,  on such  sale,  which  amount  will be
determined  after  subtracting (w) the Company's  investment in SMC,  including,
without  limitation,  SMC's  payable  to  Sullivan  Marketing,  Inc.  (the  "SMI
Payable")  to the extent the SMI  Payable is not paid in cash at the  closing of
the  SMC  Sale  and  is  not  expected  (in  the  reasonable  judgement  of  the
Communications  Board) to be paid in cash within 60 days after such closing, (x)
the aggregate amount of SMC's intercompany indebtedness, accounts payable (other
than the SMI Payable) and similar obligations that are not assumed by the buyer,
or if so assumed are not ultimately satisfied,  (y) any other liabilities of SMC
that are satisfied out of such proceeds and (z) any taxes, transaction costs and
out-of-pocket  expenses  incurred in connection with the SMC Sale or liquidation
of SMC following the


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                                        3

SMC Sale (if structured as a sale of assets);  provided,  however,  that the SMC
Bonus will not be paid to you if your status as Chief  Executive  Officer of SMC
terminates  prior to the  earlier of March 18, 1997 or the date on which the SMC
Sale is consummated for any reason other than your death,  permanent  disability
or removal by the Communications  Board or the Board of Directors of SMC without
just cause. For purposes of this Section 2(b), the "net cash proceeds"  realized
by the Company or SMC, as the case may be,  will  include any net cash  proceeds
realized by the Company or SMC (i) on the subsequent liquidation or satisfaction
of any  non-cash  consideration  received  by the Company or SMC in the SMC Sale
(including  the  liquidation  of any stock  dividends  received on such non-cash
consideration)  (it being  understood  that if such  non-cash  consideration  is
readily marketable,  the Company or SMC, as the case may be, will use reasonable
efforts to promptly sell such  non-cash  consideration  on terms and  conditions
acceptable to the  Communications  Board in its sole discretion),  and (ii) from
any cash interest,  cash dividends or other cash distributions paid with respect
to such  non-cash  consideration.  Anything in this  Agreement  to the  contrary
notwithstanding,  to  the  extent  that  (i)  the  limitations  or  restrictions
applicable  to  Communications,  the  Company,  SMC or any of  their  respective
subsidiaries  under the laws of the State of  Delaware or the State of New York,
as the  case may be,  the  restrictions  or  limitations  contained  in any such
company's  Certificate of  Incorporation  or any other  applicable  law, rule or
regulation  or  under  the  terms  of any  indebtedness  for  borrowed  money of
Communications,  the  Company,  SMC  or  any of  their  respective  subsidiaries
prohibit the Company from paying the SMC Bonus or (ii) the Communications  Board
determines in good faith that the Company is not  financially  capable of paying
the SMC Bonus,  then the  Company  will not be  obligated  to make such  payment
currently,   and  will  have  the  right  to  defer  such   payment   until  the
Communications   Board   reasonably   determines   that  such   limitations  and
restrictions no longer  restrict the Company from making such deferred  payment.
Any amounts the payment of which is so deferred will bear  interest,  compounded
annually  and  calculated  at a rate equal to the T-Bill Rate (as defined in the
Option  Plan) plus 50 basis  points per annum from the closing  date for the SMC
Sale and will be paid (with interest)  promptly  after,  and to the extent that,
the  Communications  Board  determines  that the  limitations  and  restrictions
referred to in the previous sentence no longer restrict such payment.

                  3. Severance  Benefits.  The Company will provide you with the
following severance payments and benefits:

                  (a) Severance Payments.  The Company will pay you the payments
         and  provide  you with the  benefits  described,  and on the  terms and
         conditions set forth, in Section 5.1 of the Employment  Agreement dated
         as of April 8,  1993,  as  amended  effective  December  1,  1994  (the
         "Existing Agreement") and as modified by Section 12 hereof, between the
         Company and you, over the period (the "Severance Period") commencing on
         the Effective Date and ending on April 8, 1999.  Such payments (and any
         other  payments  made to you under this  Agreement)  will be reduced by
         applicable withholding taxes.



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                                        4

                  (b) Office  Space.  Until the  termination  of your  status as
         Chief Executive  Officer of SMC, the Company will make available to you
         an office for your use at the offices of SMC in New York City,  and the
         Company will reimburse you for any  out-of-pocket  expenses  reasonably
         incurred by you in connection  with the performance of your services to
         SMC,  provided  that any such  expenses  in  excess  of  $1,000  in the
         aggregate  have  been  approved  in  writing  in  advance  by the Chief
         Executive Officer of Communications.

                  (c)  Automobile.  Until  September  1, 1997,  the Company will
         continue to reimburse  you for your  reasonable  expenses in connection
         with the leasing and insuring of your existing BMW automobile.

                  (d) No Other  Compensation  or  Benefits.  Except as otherwise
         provided  herein,  you  will not be  entitled  to any  compensation  or
         benefits  or to  participate  in any past,  present or future  employee
         benefit programs or arrangements of the Company,  Communications or any
         of  their  respective  subsidiaries  or  affiliates  on  or  after  the
         Effective Date  (including,  without  limitation,  any  compensation or
         benefits  under  Section  4 of the  Existing  Agreement  or  under  any
         proposed  management  incentive,  bonus,  option  bonus or gain sharing
         programs  or  arrangements),  provided  that  you will be  entitled  to
         receive your vested accrued  benefits under the Company's  Supplemental
         Executive  Retirement  Plan and  Retirement  Savings Plan in accordance
         with the  terms and  conditions  of such  plans.  With  respect  to the
         continuation  of your medical  insurance  coverage during the Severance
         Period under the Company's group health plan,  pursuant to the terms of
         Section 5.1 of the Existing Agreement, the Company will continue to pay
         the employer  portion of the applicable  premiums  during the Severance
         Period.

                  4.  Communications  Stock.  Your shares of Common  Stock,  par
value  $.01 per share  (the  "Common  Stock"),  of  Communications  and Series A
Preferred Stock, par value $.01 per share, of Communications (together with your
Common Stock, the "Shares"),  which Shares were purchased by you pursuant to the
Management  Equity Agreement dated as of April 8, 1993 (the  "Management  Equity
Agreement") between Communications and you, will remain subject to the terms and
conditions  of the  Management  Equity  Agreement  and the Amended and  Restated
Stockholders'  Agreement  dated  as  of  August  14,  1995  (the  "Stockholders'
Agreement")  among  Communications  and the  other  parties  signatory  thereto;
provided, however, that Communications' Call Right (as defined in the Management
Equity Agreement) under Section 4 of the Management Equity Agreement will remain
exercisable  until September 18, 1997;  provided further,  however,  that in the
event such Call Right is exercised  more than 90 days after the Effective  Date,
the  "Applicable  Value" for purposes of the Call Right will be deemed to be the
Applicable Value as of the date of the exercise of the Call Right.

                  5. Communications Stock Options.  Your options (the "Options")
to purchase  shares of Common Stock,  which Options were granted to you pursuant
to the Option Plan,  will, to the extent such Options have become Vested Options
(as defined in the


<PAGE>


                                        5

Option Plan) as of the Effective Date,  remain  exercisable,  subject to Section
8(b) of the Option  Plan,  until the  earlier of (A)  September  18, 1997 or (B)
exercise by  Communications  of its Call Right (as  defined in the Option  Plan)
under Section 9 of the Option Plan; provided, however, that Communications' Call
Right will remain  exercisable  until  September  18,  1997;  provided  further,
however, that in the event such Call Right is exercised more than 180 days after
the Effective Date, the  "Applicable  Value" for purposes of the Call Right will
be deemed to be the Applicable  Value as of the date of the exercise of the Call
Right.  Your  Vested  Options  will  otherwise  remain  subject to the terms and
conditions of the Option Plan and the Option  Agreements  (as defined in Section
14). Any Options that have not become Vested  Options as of the  Effective  Date
will be  forfeited  and  cancelled  as of the  Effective  Date  without  payment
therefor.

                  6. Consulting Engagement.  Provided that you do not materially
breach  any  provision  of  Section  8,  9, 10 or 11 of  this  Agreement  or any
provision  of  Section  8 of the  Existing  Agreement  and fail to cure any such
material  breach that is susceptible  to cure within 10 days  following  written
notice from the Company or  Communications  detailing  such breach,  you will be
engaged as a consultant to Communications for a period (the "Consulting Period")
beginning on April 9, 1999 and  terminating on the second  anniversary  thereof.
Your  services  hereunder  during the  Consulting  Period  will  consist of such
consulting and advisory services,  and will be provided at such times, as may be
requested from time to time by the Board of Directors or Chief Executive Officer
of Communications;  provided,  however,  that such services will not be required
for more than 4 working days during any one-month period.  During the Consulting
Period,  as  compensation  for the  consulting  services to be  performed by you
hereunder,  Communications will pay you a fee (the "Consulting Fee") of $200,000
per annum,  payable in equal installments not less frequently than quarterly (it
being  understood  and  agreed  that you will be  entitled  to  payment  of such
Consulting  Fee  regardless  of the  extent,  if any,  to  which  Communications
actually requires you to perform such consulting services). In the event of your
death prior to or during the Consulting Period, the Consulting Fee will continue
to  be  paid  during  the  Consulting  Period  (or  remainder  thereof)  to  the
beneficiary  designated  in  writing  for  this  purpose  by you or,  if no such
beneficiary is specifically designated, to your estate.

                  7. Nonemployee  Status. You will not be treated as an employee
of Communications,  the Company, SMC or any of their respective  subsidiaries or
affiliates  on or at any time  after  the  Effective  Date  (including,  without
limitation,  during your  tenure as Vice  Chairman  of  Communications  or Chief
Executive  Officer of SMC or during the  Consulting  Period) for purposes of any
past,  present  or future  employee  benefit  plan,  program or  arrangement  of
Communications,  the Company,  SMC or any of their  respective  subsidiaries  or
affiliates.

                  8.  Nonsolicitation;   Confidentiality;  Noncompetition.  Your
covenants  contained in Section 8 of the  Existing  Agreement  are  incorporated
herein  by  reference  as if such  covenants  were  set  forth  herein  in full;
provided, however, that your nonsolicitation and


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                                        6

noncompetition covenants set forth in Sections 8.1 and 8.3, respectively, of the
Existing Agreement will continue in effect through April 8, 2001.

                  9.  Cooperation.  From and after the Effective  Date, you will
(i) cooperate in all reasonable respects with the Company and its affiliates and
their respective directors,  officers,  attorneys and experts in connection with
the conduct of any action, proceeding, investigation or litigation involving the
Company  or  any of its  affiliates,  including  any  such  action,  proceeding,
investigation or litigation in which you are called to testify and (ii) promptly
respond to all reasonable requests by the Company and its affiliates relating to
information  concerning actual or prospective customers of the Company which may
be in your  possession,  provided  that the Company will  reimburse  you for any
reasonable  out-of-pocket  expenses  incurred  by you in  connection  with  your
compliance  with this Section 9, but only if such expenses have been approved in
writing in advance by the Chief Executive Officer of Communications.

                  10. Return of Property. On or prior to the Effective Date, you
will  surrender to the Company all property of the Company and its affiliates in
your  possession and all property made available to you in connection  with your
employment by the Company,  including,  without limitation, any and all records,
manuals,  customer lists,  notebooks,  computers,  computer  programs and files,
papers,  electronically  stored information and documents kept or made by you in
connection with your employment.

                  11. No Public  Comment.  You,  Communications  and the Company
agree to refrain from making,  directly or indirectly,  now or at any time prior
to December 31, 2002, (i) any derogatory  comment  concerning the other party or
any of such other party's affiliates,  current or former directors,  officers or
employees  or (ii) any other  comment  that could  reasonably  be expected to be
detrimental to the business or financial  prospects of the other party or any of
such other party's affiliates, to the news or other media, any employees of such
other party or any of its affiliates, or any individual or entity with whom such
other  party or any of its  affiliates  has or may  reasonably  expect to have a
business  relationship.  Communications  and the Company agree to use reasonable
efforts to cause their  respective  officers  and  directors  to comply with the
terms of this Section 11, and if, notwithstanding such efforts, any such officer
or director  (or officer or director of an affiliate  of  Communications  or the
Company) makes any comment that would  constitute a breach of this Section 11 if
such comment was made by  Communications  or the Company,  your covenants  under
this Section 11 will not restrict you from reasonably  rebutting such comment in
good faith.

                  12. Breach of Agreement.  In the event of any material  breach
by you of any  provision  of  Section  8, 9, 10 or 11 of this  Agreement  or any
provision of Section 8 of the Existing  Agreement,  which breach, if susceptible
to cure, is not cured by you within 10 days  following  written  notice from the
Company or  Communications  detailing such breach (it being  understood that you
will have such cure right notwithstanding the provisions of Section 5.1.2 of the
Existing  Agreement),  the  Company  will cease to have any  obligation  to make
payments  or  provide  benefits  to you under  this  Agreement  or the  Existing
Agreement.


<PAGE>

                                        7


                  13.      Release.

                  (a) General Release.  (i) In consideration of the payments and
benefits  provided to you under this  Agreement,  you hereby release and forever
discharge the Company, Communications, each of their respective subsidiaries and
affiliates  and each of their  respective  officers,  employees,  directors  and
agents  from any and all  claims,  actions  and causes of action  (collectively,
"Claims"),   including,   without  limitation,  any  Claims  arising  under  any
applicable  federal,  state,  local or foreign law, that you may have, or in the
future may possess,  arising out of (x) your  employment  relationship  with and
service as an employee,  officer or director of Communications,  the Company, or
any of their respective subsidiaries or affiliates,  and the termination of such
relationship or service, or (y) any event, condition, circumstance or obligation
that  occurred,  existed or arose on or prior to the Effective  Date;  provided,
however,  that the release set forth in this Section  13(a)(i) will not apply to
(A) the obligations of Communications and the Company under this Agreement,  (B)
subject to the other terms of this Agreement,  the obligations of Communications
and the Company under the plans and agreements  referred to in Section 14(a) and
the Company's  Supplemental  Executive  Retirement  Plan and Retirement  Savings
Plan,  (C) your  rights to  continuation  coverage  under  Section  4980B of the
Internal Revenue Code of 1986, as amended, (D) the obligations of Communications
and its subsidiaries to continue to provide director and officer indemnification
in accordance with Section 14(f) and (E) any counterclaim you may have solely as
a direct result of any Claim asserted  against you pursuant to clause (B) or (C)
of the proviso to Section  13(a)(ii),  which counterclaim may only be brought by
you in good faith and as a defense against any such Claim asserted  against you.
You further  agree that the payments and  benefits  described in this  Agreement
will be in full  satisfaction  of any and all claims for  payments or  benefits,
whether  express  or  implied,  that you may have  against  Communications,  the
Company or any of their  respective  subsidiaries  or affiliates  arising out of
your employment relationship,  your service as an employee,  officer or director
of  Communications,  the  Company  or any of their  respective  subsidiaries  or
affiliates and the termination thereof.

                  (ii) Each of the Company,  Communications and their respective
subsidiaries  and affiliates  hereby  releases and forever  discharges you, your
estate  and  your  legal  representatives  from any and all  Claims,  including,
without  limitation,  any Claims  arising under any applicable  federal,  state,
local or foreign law,  that it may have,  or in the future may possess,  arising
out of (x) your  employment  relationship  with and service,  on or prior to the
Effective  Date,  as an  employee,  officer or director of  Communications,  the
Company  or  any  of  their  respective  subsidiaries  or  affiliates,  and  the
termination  of such  relationship  or  service,  or (y) any  event,  condition,
circumstance  or obligation  that occurred,  existed or arose on or prior to the
Effective Date;  provided,  however,  that the release set forth in this Section
13(a)(ii) will not apply to (A) your obligations under this Agreement, Section 8
of the Existing Agreement, the plans and agreements referred to in Section 14(a)
and the Company's  Supplemental Executive Retirement Plan and Retirement Savings
Plan,  (B) any  act or  omission  of  yours  which  (i) is in  violation  of any
applicable  civil or criminal law or regulation and (ii) constitutes a felony or
is reasonably  expected to result in a liability or  liabilities to the Company,
Communications or any of their respective subsidiaries or


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                                        8

affiliates in excess of $20,000 in the aggregate and (C) any materially false or
misleading  statement  made by you to any  customer or supplier of the  Company,
Communications or any of their respective subsidiaries or affiliates.

                  (b) Specific  Release of ADEA Claims.  In consideration of the
payments and benefits  provided to you under this Agreement,  you hereby release
and forever  discharge  the Company,  Communications,  each of their  respective
subsidiaries  and affiliates and each of their respective  officers,  employees,
directors and agents from any and all claims,  actions and causes of action that
you may have as of the date you sign this  Agreement  arising  under the Federal
Age  Discrimination  in Employment  Act of 1967, as amended,  and the applicable
rules  and  regulations   promulgated   thereunder  ("ADEA").  By  signing  this
Agreement,  you hereby  acknowledge  and  confirm  the  following:  (i) you were
advised by the Company in connection  with your  termination  to consult with an
attorney  of your  choice  prior to  signing  this  Agreement  and to have  such
attorney  explain  to you  the  terms  of  this  Agreement,  including,  without
limitation,  the terms  relating to your release of claims  arising  under ADEA;
(ii) you have  been  given a period of not fewer  than 21 days to  consider  the
terms of this  Agreement  and to consult with an attorney of your  choosing with
respect thereto; and (iii) you are providing the release and discharge set forth
in this Section 13(b) only in exchange for consideration in addition to anything
of value to which you are already entitled.

                  14.      Miscellaneous.

                  (a) Entire  Agreement.  This Agreement,  the Management Equity
Agreement,  the Option Plan,  the Stock Option  Agreements  dated as of April 8,
1993,   September   1,  1994  and   October  1,  1995,   respectively,   between
Communications   and  you   (collectively,   the   "Option   Agreements"),   the
Stockholders'  Agreement and Sections 5.1, 7, 8, 9, 10.1,  10.2,  10.3, 10.5 and
10.6 of the Existing  Agreement set forth the entire agreement and understanding
of the parties  hereto with respect to the matters  covered hereby and supersede
and replace any express or implied prior  agreement with respect to the terms of
your  employment  and the  termination  thereof  which you may have had with the
Company  or any of its  affiliates.  This  Agreement  may be  amended  only by a
written document signed by the parties hereto.

                  (b)  Governing  Law. This  Agreement  will be governed by, and
construed in accordance with, the laws of the State of New York.

                  (c) No Mitigation. It is expressly agreed that you will not be
required to mitigate any payments or benefits due to you from the Company or its
affiliates under this Agreement or otherwise by seeking alternative  employment,
nor will any payments  from, or benefits  provided by, the Company or any of its
affiliates be reduced by any amounts or benefits received in connection with any
such alternative employment (except as may be expressly required under the terms
of the applicable benefit plan, arrangement or agreement).



<PAGE>


                                        9

                  (d)  Legal  Fees.  The  Company  will  reimburse  you  for any
reasonable  legal  fees  incurred  by you in  connection  with  the  review  and
negotiation of this Agreement, up to a maximum of $10,000 in the aggregate.

                  (e) Arbitration. Any dispute or controversy arising under this
Agreement that cannot be mutually resolved by the parties hereto will be settled
on the terms set forth in Section 9 of the Existing Agreement.

                  (f)    Indemnification.    Following   the   Effective   Date,
Communications  and its  subsidiaries  will  continue to indemnify  and hold you
harmless  (i)  with  respect  to any  act or  omission  committed  by you in the
performance  of your duties as an officer or director of  Communications  or its
subsidiaries  to and including  the Effective  Date, on a basis which is no less
favorable  to you than  was  provided  by  Communications  and its  subsidiaries
immediately  prior to the  Effective  Date and (ii) with  respect  to any act or
omission  committed by you in the performance of your duties hereunder after the
Effective  Date,  on a  basis  which  is no  less  favorable  to  you  than  the
indemnification  protection  generally  made  available to senior  executives of
Communications and its subsidiaries as in effect from time to time.

                  15.  Revocation.  This  Agreement may be revoked by you within
the 7-day period commencing on the date you sign this Agreement (the "Revocation
Period").  In the event of any such  revocation by you, all  obligations  of the
Company and Communications  under this Agreement and will terminate and be of no
further force and effect as of the date


<PAGE>


                                       10
of such revocation.  No such revocation by you will be effective unless it is in
writing and signed by you and received by the Company prior to the expiration of
the Revocation Period.


                                           SULLIVAN GRAPHICS, INC.



                                           By__________________________________
                                              Name:

                                              Title:
Accepted and Agreed:

____________________________________
James T. Sullivan

Dated:  ____________________


SULLIVAN COMMUNICATIONS, INC.


By___________________________________
   Name:
   Title:

Dated:  ____________________