EXHIBIT 10.51

                              EMPLOYMENT AGREEMENT


         THIS EMPLOYMENT AGREEMENT,  dated as of this 1st day of April, 1999, is
by  and  between  WORKFLOW   MANAGEMENT,   INC.,  a  Delaware  corporation  (the
"Company"), and STEVE R. GIBSON ("Employee").

                                    RECITALS

         The Company  desires to employ  Employee and to have the benefit of his
skills and services,  and Employee  desires to be employed with the Company,  on
the terms and conditions set forth herein.

         NOW,  THEREFORE,  in  consideration  of  the  mutual  promises,  terms,
covenants and  conditions  set forth herein,  and the  performance  of each, the
parties hereto, intending legally to be bound, hereby agree as follows:

                                   AGREEMENTS

         1. EMPLOYMENT; TERM. The Company hereby employs Employee to perform the
duties  described  herein,  and  Employee  hereby  accepts  employment  with the
Company,  for a term beginning on the date hereof and continuing for a period of
two (2) years (the  "Initial  Term").  The  Initial  Term  shall be renewed  for
additional periods of one (1) year each (the "Renewal Periods" and together with
the Initial Term,  the "Term")  unless the Company  provides  written  notice to
Employee,  or Employee provides written notice to the Company, in either case no
less than ninety (90) days prior to the  expiration  of the Initial Term or of a
Renewal Period, whichever is applicable, that such renewal will not be made.

         2.  POSITION  AND  DUTIES.  The  Company  hereby  employs  Employee  as
Executive Vice President and Chief Financial  Officer.  As such,  Employee shall
have responsibilities,  duties and authority reasonably accorded to and expected
of an Executive  Vice President and the Chief  Financial  Officer of the Company
and assigned to Employee by the Board of Directors of the Company (the "Board").
Employee  will report  directly to the Chief  Executive  Officer of the Company.
Employee  hereby accepts this  employment  upon the terms and conditions  herein
contained  and  agrees to devote  substantially  all of his  professional  time,
attention,  and  efforts to promote and  further  the  business of the  Company.
Employee  shall  faithfully  adhere  to,  execute,   and  fulfill  all  policies
established by the Company.

         3.  COMPENSATION.  For all services  rendered by Employee,  the Company
shall compensate Employee as follows:

                  (a) BASE SALARY.  The base salary payable to Employee shall be
$205,000 per year, payable on a regular basis in accordance with the Company's

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standard payroll procedures,  but not less often than monthly. On April 1, 2000,
Employee shall be eligible to receive a $30,000 increase to such base salary if,
in the  discretion of the  Compensation  Committee or Board of  Directors,  such
increase  is  warranted  after  a  satisfactory  performance  review;  provided,
however, that Employee's base salary shall automatically  increase by $30,000 on
April 1, 2000 in the event  Thomas B.  D'Agostino,  Sr. is no longer  serving as
Chairman   and  Chief   Executive   Officer   of  the   Company  on  such  date.
Notwithstanding  anything to the contrary  herein,  on at least an annual basis,
the Board or Compensation  Committee will review Employee's  performance and may
make any further  increases to such base salary if, in its sole discretion,  any
such increase is warranted.

                  (b)  INCENTIVE  BONUS.  During  the  Term,  Employee  shall be
eligible  to  receive  an  incentive  bonus  up to the  amount,  based  upon the
criteria,  and payable in such amount, at such times as are specified in Exhibit
A attached hereto.  The manner of payment,  and form of  consideration,  if any,
shall be determined by the Compensation  Committee of the Board, in its sole and
absolute  discretion,  and such determination shall be binding and final. To the
extent that such bonus is to be  determined  in light of  financial  performance
during a specified  fiscal period and this  Agreement  commences on a date after
the start of such  fiscal  period,  any bonus  payable in respect of such fiscal
period's  results may be  prorated.  In  addition,  if the period of  Employee's
employment  hereunder expires before the end of a fiscal period, and if Employee
is eligible to receive a bonus at such time (such  eligibility  being subject to
the restrictions set forth in Section 6 below),  any bonus payable in respect of
such fiscal period's results may be prorated.

                  (c) PERQUISITES,  BENEFITS, AND OTHER COMPENSATION. During the
Term, in addition to the benefits  specifically set forth on Exhibit B, Employee
shall be entitled to receive such  perquisites  and benefits as are  customarily
provided  to  the  Company's  executive  officers,   subject  to  such  changes,
additions,  or deletions  as the Company may make from time to time,  as well as
such other  perquisites or benefits as may be specified from time to time by the
Compensation Committee of the Board.

         4. EXPENSE REIMBURSEMENT. The Company shall reimburse Employee for (or,
at the  Company's  option,  pay) all  business  travel  and other  out-of-pocket
expenses  reasonably  incurred by Employee in the  performance  of his  services
hereunder during the Term. The Company  acknowledges  that Employee may, for all
or a portion of the Term,  reside away from the Company's  headquarters  in Palm
Beach,  Florida, and thus, all travel to and from Employee's principal residence
for business  purposes shall be reimbursed.  All reimbursable  expenses shall be
appropriately documented in reasonable detail by Employee upon submission of any
request  for  reimbursement,  and in a format  and  manner  consistent  with the
Company's expense reporting policy, as well as applicable  federal and state tax
record keeping requirements.

         5. PLACE OF  PERFORMANCE.  Employee  understands  that the  Company may
request  that he  relocate  from his  present  residence  to another  geographic
location in order to more efficiently carry out his duties and  responsibilities
under  this  Agreement  or as part of a  promotion  or a change  in  duties  and
responsibilities.  In such  event,  the Company  will  provide  Employee  with a
relocation allowance, in an amount determined by the Company, to assist Employee
in  covering  the costs of  moving  himself,  his  immediate  family,  and their
personal property and effects.  The total amount and type of costs to be covered
shall be determined by the Company, in light of prevailing Company policy at the
time.

<PAGE>

         6.  TERMINATION;  RIGHTS ON TERMINATION.  Employee's  employment may be
terminated  in any  one of the  followings  ways,  prior  to the  expiration  or
non-renewal of the Term:

                  (a) DEATH. The death of Employee shall  immediately  terminate
the  employment  and  Term,  and no  severance  compensation  shall  be  owed to
Employee's estate.

                  (b) DISABILITY.  If, as a result of incapacity due to physical
or mental  illness or injury,  Employee  shall have been  unable to perform  the
material  duties  of his  position  on a  full-time  basis  for a period of four
consecutive  months, or for a total of four months in any six-month period, then
thirty (30) days after written notice to the Employee (which notice may be given
before or after the end of the  aforementioned  periods,  but which shall not be
effective earlier than the last day of the applicable  period),  the Company may
terminate  Employee's  employment  hereunder if Employee is unable to resume his
full-time  duties at the  conclusion of such notice  period.  Subject to Section
6(f) below,  if  Employee's  employment  is terminated as a result of Employee's
disability,  the Company  shall  continue to pay Employee his base salary at the
then-current  rate for the lesser of (i) five (5) months from the effective date
of  termination,  or (ii) whatever time period is remaining under the Term. Such
payments shall be made in accordance with the Company's regular payroll cycle.

                  (c)  TERMINATION  BY THE COMPANY  "FOR CAUSE." The Company may
terminate Employee's  employment hereunder ten (10) days after written notice to
Employee "for cause,"  which shall be: (i)  Employee's  material  breach of this
Agreement, which breach is not cured within ten (10) days of receipt by Employee
of written notice from the Company specifying the breach;  (ii) Employee's gross
negligence in the  performance  of his material  duties  hereunder,  intentional
nonperformance  or  mis-performance  of such  duties,  or refusal to abide by or
comply with the directives of the Board, his superior officers, or the Company's
policies and  procedures,  which  actions  continue for a period of at least ten
(10) days after  receipt by  Employee  of written  notice of the need to cure or
cease; (iii) Employee's willful dishonesty, fraud, or misconduct with respect to
the business or affairs of the Company,  and that in the reasonable  judgment of
the Company materially and adversely affects the operations or reputation of the
Company;  (iv) Employee's  conviction of a felony or other crime involving moral
turpitude;  or (v) Employee's abuse of alcohol or drugs (legal or illegal) that,
in the Company's reasonable judgment,  substantially  impairs Employee's ability
to perform his duties  hereunder.  In the event of a termination "for cause," as
enumerated above, Employee shall have no right to any severance compensation.

                  (d)      WITHOUT CAUSE.

                           (i) At any time after the commencement of employment,
the Company may,  without  cause,  terminate  Employee's  employment,  effective
thirty  (30) days after  written  notice is  provided  to the  Employee.  Should
Employee be terminated by the Company without cause, Employee shall receive from
the  Company  the base  salary at the rate then in effect  for the longer of (i)
five (5) months from the date of  termination,  or (ii)  whatever time period is
remaining  under the Term.  Such payments  shall be made in accordance  with the
Company's regular payroll cycle.

<PAGE>

                           (ii)  At  any  time   after   the   commencement   of
employment,  the  Employee may  terminate  this  Agreement  for Good Reason upon
giving the Company thirty (30) days prior written notice. If Employee terminates
this Agreement for Good Reason, Employee shall receive from the Company the base
salary at the rate then in effect for the lesser of (i) six (6) months  from the
date of  termination,  or (ii) whatever time period is remaining under the Term.
Such payments  shall be made in accordance  with the Company's  regular  payroll
cycle. For purposes of this Agreement, Good Reason shall mean:

                                    (A) a breach by the Company of any  material
obligation to Employee  hereunder,  which breach is not cured within thirty (30)
days after written notice thereof is given to the Company by Employee; or

                                    (B) Employee's  refusal to be relocated from
his present residence to any other geographic  location pursuant to a request by
the Company.

                           (iii) If Employee resigns or otherwise terminates his
employment for any reason, Employee shall receive no severance compensation.

                  (e)  PAYMENT   THROUGH   TERMINATION.   Upon   termination  of
Employee's  employment for any reason provided above, Employee shall be entitled
to  receive  all  compensation   earned  and  all  benefits  and  reimbursements
(including  payments  for  accrued  vacation  and sick  leave,  in each  case in
accordance  with  applicable  policies of the Company) due through the effective
date of termination.  Additional compensation subsequent to termination, if any,
will  be due and  payable  to  Employee  only to the  extent  and in the  manner
expressly  provided  above in this Section 6. With  respect to  incentive  bonus
compensation,  Employee  shall be entitled to receive any bonus declared but not
paid prior to  termination.  Notwithstanding  the  foregoing,  in the event of a
termination  by the  Company  under  Section  6(b) or  6(e),  Employee  shall be
entitled  to  receive  incentive  bonus  compensation  through  the  end  of the
Company's fiscal year in which termination occurs, calculated as if Employee had
remained  employed by the Company  through the end of such fiscal year, and paid
in such amounts,  at such times, and in such forms as are determined pursuant to
Section  3(b) above and Exhibit A attached  hereto.  Except as  specified in the
preceding two sentences, Employee shall not be entitled to receive any incentive
bonus  compensation  after the effective date of termination of his  employment.
All other  rights  and  obligations  of the  Company  and  Employee  under  this
Agreement shall cease as of the effective date of  termination,  except that the
Company's  obligations  under  this  Section  6(f)  and  Section  12  below  and
Employee's  obligations  under  Sections 7, 8, 9 and 10 below shall survive such
termination in accordance with their terms.

<PAGE>

         7.       RESTRICTION ON COMPETITION.

                  (a)  During the Term and for such  period  after the Term that
Employee  continues to be employed by the Company  and/or any other entity owned
by or affiliated with the Company on an "at will" basis and,  thereafter,  for a
period  equal to the  longer of (x) one year,  or (y) the  period  during  which
Employee is receiving any severance pay or other  compensation  from the Company
in accordance with the terms of this Agreement,  Employee shall not, directly or
indirectly, for himself or on behalf of or in conjunction with any other person,
company,  partnership,  corporation,  business,  group, or other entity (each, a
"Person"):

                           (i) engage, in a competitive capacity,  whether as an
owner,  officer,  director,  partner,  shareholder,  joint  venturer,  employee,
independent  contractor,  consultant,  advisor, or sales representative,  in any
business  selling any products or services which were sold by the Company on the
date of the  termination  of  Employee's  employment,  within  50  miles  of any
location where the Company both has an office and conducts  business on the date
of the termination of Employee's employment;

                           (ii) call upon any  person  who is, at that  time,  a
sales,  supervisory,  or  management  employee of the Company for the purpose or
with the intent of enticing  such employee away from or out of the employ of the
Company;

                           (iii)  call upon any  person  who or that is, at that
time, or has been, within one year prior to that time, a customer of the Company
for the  purpose  of  soliciting  or  selling  products  or  services  in direct
competition with the Company; or

                           (iv) on  Employee's  own  behalf  or on behalf of any
competitor,  call upon any person who or that, during  Employee's  employment by
the Company was either called upon by the Company as a  prospective  acquisition
candidate with respect to which Employee had actual knowledge or was the subject
of an  acquisition  analysis  conducted  by the  Company  with  respect to which
Employee had actual knowledge.

                  (b) The  foregoing  covenants  shall not be deemed to prohibit
Employee from  acquiring as an investment  not more than two percent (2%) of the
capital  stock of a  competing  business,  whose  stock is traded on a  national
securities  exchange or through the automated  quotation  system of a registered
securities association.

                  (c) It is further  agreed  that,  in the event  that  Employee
shall  cease to be employed by the Company and enters into a business or pursues
other activities that, on the date of termination of Employee's employment,  are
not in competition  with the Company,  Employee  shall not be chargeable  with a
violation  of this Section 7 if the Company  subsequently  enters the same (or a
similar)  competitive business or activity or commences  competitive  operations
within 50 miles of the Employee's new business or  activities.  In addition,  if
Employee  has no actual  knowledge  that his  actions  violate the terms of this
Section  7,  Employee  shall  not be  deemed to have  breached  the  restrictive
covenants  contained  herein if, promptly after being notified by the Company of
such breach, Employee ceases the prohibited actions.

<PAGE>

                  (d) For  purposes of this Section 7,  references  to "Company"
shall  mean  Workflow  Management,  Inc.,  together  with its  subsidiaries  and
affiliates.  For the  purposes  of this  Agreement,  "affiliate"  shall mean any
entity twenty-five percent or more of the stock of which is owned or controlled,
directly or indirectly, by the Company or any subsidiary of the Company.

                  (e)  The  covenants  in  this  Section  7  are  severable  and
separate, and the unenforceability of any specific covenant shall not affect the
provisions of any other covenant. If any provision of this Section 7 relating to
the  time  period  or  geographic  area of the  restrictive  covenants  shall be
declared by a court of competent  jurisdiction to exceed the maximum time period
or  geographic  area,  as  applicable,  that such  court  deems  reasonable  and
enforceable,  said time  period or  geographic  area  shall be deemed to be, and
thereafter shall become, the maximum time period or largest geographic area that
such  court  deems   reasonable  and   enforceable   and  this  Agreement  shall
automatically  be  considered  to have been  amended and revised to reflect such
determination.

                  (f) All of the  covenants in this Section 7 shall be construed
as an agreement  independent of any other provision in this  Agreement,  and the
existence  of any claim or cause of  action of  Employee  against  the  Company,
whether  predicated  on this  Agreement  or  otherwise,  shall not  constitute a
defense to the enforcement by the Company of such covenants; provided, that upon
the failure of the Company to make any payments  required under this  Agreement,
the Employee may,  upon thirty (30) days' prior  written  notice to the Company,
waive  his  right  to  receive  any  additional  compensation  pursuant  to this
Agreement and engage in any activity prohibited by the covenants of this Section
7. It is specifically agreed that the period of one year stated at the beginning
of this Section 7, during which the agreements and covenants of Employee made in
this  Section 7 shall be  effective,  shall be computed by  excluding  from such
computation  any time during which  Employee is in violation of any provision of
this Section 7.

                  (g) If the time period  specified  by this  Section 7 shall be
reduced  by law or court  decision,  then,  notwithstanding  the  provisions  of
Section 6 above, Employee shall be entitled to receive from the Company his base
salary at the rate in effect on the date of termination of Employee's employment
solely for the longer of (i) the time period during which the provisions of this
Section 7 shall be enforceable  under the provisions of such  applicable law, or
(ii) the time period  during which  Employee is not engaging in any  competitive
activity,  but in no event longer than the applicable period provided in Section
6 above.  This Section 7(g) shall be construed and  interpreted  in light of the
duration of the applicable restrictive covenants.

                  (h) Employee has carefully  read and considered the provisions
of this Section 7 and, having done so, agrees that the restrictive  covenants in
this  Section  7 impose a fair and  reasonable  restraint  on  Employee  and are
reasonably  required  to  protect  the  interests  of  the  Company,  and  their
respective  officers,  directors,  employees,  and  stockholders.  It is further
agreed that the Company and Employee intend that such covenants be construed and
enforced in accordance with the changing activities,  business, and locations of
the Company throughout the term of these covenants.

<PAGE>

                  (i)  Notwithstanding  any of  the  foregoing,  if the  Company
terminates  Employee's employment pursuant to Section 6(b) or Section 6(d), then
the  restrictions  on Employee  described in this Section 7 shall only apply for
the period  during  which  Employee  is  receiving  any  severance  pay from the
Company.  The  parties  expressly  agree that  Employee  shall have the right to
receive,  but  not  the  obligation  to  accept,   severance   compensation  for
termination under either Section 6(b) or Section 6(d).

         8. CONFIDENTIAL  INFORMATION.  Employee hereby agrees to hold in strict
confidence  and  not  to  disclose  to any  third  party  any  of the  valuable,
confidential,  and proprietary business, financial,  technical, economic, sales,
and/or other types of proprietary  business  information relating to the Company
(including all trade  secrets),  in whatever  form,  whether oral,  written,  or
electronic  (collectively,  the "Confidential  Information"),  to which Employee
has,  or is  given  (or  has had or  been  given),  access  as a  result  of his
employment by the Company.  It is agreed that the  Confidential  Information  is
confidential   and  proprietary  to  the  Company   because  such   Confidential
Information  encompasses  technical  know-how,   trade  secrets,  or  technical,
financial,  organizational,  sales,  or other valuable  aspects of the Company's
business  and trade,  including,  without  limitation,  technologies,  products,
processes, plans, clients, personnel,  operations, and business activities. This
restriction  shall not apply to any  Confidential  Information  that (a) becomes
known generally to the public through no fault of the Employee;  (b) is required
by applicable  law, legal  process,  or any order or mandate of a court or other
governmental  authority  to be  disclosed;  or (c)  is  reasonably  believed  by
Employee, based upon the advice of legal counsel, to be required to be disclosed
in defense of a lawsuit or other legal or administrative  action brought against
Employee;  provided, that in the case of clauses (b) or (c), Employee shall give
the Company  reasonable  advance written notice of the Confidential  Information
intended to be  disclosed  and the reasons and  circumstances  surrounding  such
disclosure,  in order to permit the Company to seek a protective  order or other
appropriate  request for confidential  treatment of the applicable  Confidential
Information.

         9. INVENTIONS.  Employee shall disclose promptly to the Company any and
all significant conceptions and ideas for inventions, improvements, and valuable
discoveries,  whether patentable or not, that are conceived or made by Employee,
solely or jointly with  another,  during the period of  employment or within one
year thereafter,  and that are directly related to the business or activities of
the Company and that  Employee  conceives as a result of his  employment  by the
Company,  regardless of whether or not such ideas,  inventions,  or improvements
qualify as "works for hire."  Employee  hereby  assigns and agrees to assign all
his interests therein to the Company or its nominee. Whenever requested to do so
by the Company, Employee shall execute any and all applications, assignments, or
other  instruments that the Company shall deem necessary to apply for and obtain
Letters  Patent of the United  States or any  foreign  country  or to  otherwise
protect the Company's interest therein.

         10. RETURN OF COMPANY PROPERTY. Promptly upon termination of Employee's
employment  by the Company for any reason or no reason,  Employee or  Employee's
personal  representative  shall  return  to the  Company  (a)  all  Confidential
Information;  (b) all other records, designs, patents, business plans, financial
statements, manuals, memoranda, lists, correspondence, reports, records, charts,
advertising  materials,  and other data or property  delivered to or compiled by

<PAGE>

Employee  by or on behalf of the  Company or its  representatives,  vendors,  or
customers  that  pertain  to the  business  of the  Company,  whether  in paper,
electronic,  or other form; and (c) all keys, credit cards,  vehicles, and other
property of the Company.  Employee  shall not retain or cause to be retained any
copies of the foregoing.  Employee hereby agrees that all of the foregoing shall
be and remain the property of the Company, as the case may be, and be subject at
all times to their discretion and control.

         11.  CONSULTING  AGREEMENT.  Upon  the  expiration  of  this  Agreement
(notwithstanding Employee's or the Company's notice of renewal), the termination
of  Employee's  employment  without  cause during the term of this  Agreement or
Employee's termination for Good Reason,  Employee shall have the option to enter
into a Consulting  Agreement with the Company, in the form of Exhibit C attached
hereto (the "Consulting  Agreement"),  pursuant to which Employee shall continue
to be an  employee  of  the  Company.  Upon  the  execution  of  the  Consulting
Agreement,  this Agreement shall automatically terminate (to the extent same has
not expired) and the terms and  conditions  of the  Consulting  Agreement  shall
supersede this  Agreement;  provided,  however,  that the Company's  obligations
under  Sections  6(d)(i),  6d(ii),  6(e) and 12  shall  survive  termination  in
accordance with their terms.

         12.  INDEMNIFICATION.  In the  event  Employee  is made a party  to any
threatened or pending  action,  suit, or proceeding,  whether  civil,  criminal,
administrative,  or  investigative  (other than an action by the Company against
Employee,  and excluding any action by Employee against the Company),  by reason
of the fact that he is or was performing  services under this Agreement or as an
officer or director of the Company,  then,  to the fullest  extent  permitted by
applicable  law,  the Company  shall  indemnify  Employee  against all  expenses
(including  reasonable attorneys' fees),  judgments,  fines, and amounts paid in
settlement,  as actually  and  reasonably  incurred  by  Employee in  connection
therewith.  Such  indemnification  shall  continue as to Employee even if he has
ceased to be an employee, officer, or director of the Company and shall inure to
the benefit of his heirs and estate.  The Company  shall advance to Employee all
reasonable  costs and expenses  directly  related to the defense of such action,
suit, or proceeding  within twenty (20) days after written request  therefore by
Employee to the Company,  provided,  that such request  shall  include a written
undertaking  by Employee,  in a form  acceptable  to the Company,  to repay such
advances  if it shall  ultimately  be  determined  that  Employee  is or was not
entitled to be  indemnified by the Company  against such costs and expenses.  In
the  event  that  both  Employee  and the  Company  are made a party to the same
third-party  action,  complaint,  suit, or  proceeding,  the Company will engage
competent   legal   representation,   and  Employee   agrees  to  use  the  same
representation;  provided,  that if counsel selected by the Company shall have a
conflict of interest  that  prevents  such counsel from  representing  Employee,
Employee may engage  separate  counsel and the Company shall pay all  reasonable
attorneys' fees of such separate counsel.  The provisions of this Section 12 are
in addition to, and not in derogation of, the indemnification  provisions of the
Company's  By-laws.  The foregoing  indemnification  also shall be applicable to
Employee in his  capacity  as an officer,  director,  or  representative  of any
subsidiary  of the Company,  or any other  entity,  but in each case only to the
extent that Employee is serving at the request of the Board.

         13. NO PRIOR AGREEMENTS. Employee hereby represents and warrants to the
Company that the execution of this Agreement by Employee,  his employment by the

<PAGE>

Company,  and the  performance of his duties  hereunder will not violate or be a
breach of any agreement  with a former  employer,  client,  or any other Person.
Further,  Employee  agrees to  indemnify  and hold  harmless the Company and its
officers,  directors,  and  representatives  for any claim,  including,  but not
limited to,  reasonable  attorneys' fees and expenses of  investigation,  of any
such third  party that such third  party may now have or may  hereafter  come to
have against the Company or such other persons, based upon or arising out of any
non-competition  agreement,  invention,  secrecy,  or  other  agreement  between
Employee  and such  third  party  that was in  existence  as of the date of this
Agreement.  To the  extent  that  Employee  had any oral or  written  employment
agreement or understanding with the Company,  this Agreement shall automatically
supersede such agreement or understanding,  and upon execution of this Agreement
by Employee and the Company, such prior agreement or understanding automatically
shall be deemed to have been terminated and shall be null and void.

         14. ASSIGNMENT;  BINDING EFFECT.  Employee understands that he has been
selected  for   employment   by  the  Company  on  the  basis  of  his  personal
qualifications,  experience,  and skills.  Employee agrees,  therefore,  that he
cannot assign all or any portion of his performance  under this Agreement.  This
Agreement may not be assigned or  transferred  by the Company  without the prior
written  consent of  Employee.  Subject to the  preceding  two  sentences,  this
Agreement shall be binding upon,  inure to the benefit of, and be enforceable by
the  parties  hereto  and  their  respective   heirs,   legal   representatives,
successors,  and assigns.  Notwithstanding  the foregoing,  if Employee  accepts
employment  with a subsidiary or affiliate of the Company,  unless  Employee and
his new employer agree otherwise in writing,  this Agreement shall automatically
be deemed to have been assigned to such new employer (which shall  thereafter be
an additional or substitute  beneficiary of the covenants  contained  herein, as
appropriate),  with the consent of Employee, such assignment shall be considered
a condition of employment by such new employer,  and references to the "Company"
in this Agreement shall be deemed to refer to such new employer.  If the Company
is merged with or into another  entity and the  successor  company is engaged in
substantially  the same  business  as the  Company,  such  action  shall  not be
considered  to  cause an  assignment  of this  Agreement  and the  surviving  or
successor  entity  shall  become  the  beneficiary  of  this  Agreement  and all
references  to the  "Company"  shall be  deemed  to refer to such  surviving  or
successor entity. No other person shall be a third-party  beneficiary under this
Agreement.

         15.  COMPLETE  AGREEMENT;  WAIVER;  AMENDMENT.  This Agreement is not a
promise   of  future   employment.   Employee   has  no  oral   representations,
understandings,  or  agreements  with  the  Company  or  any  of  its  officers,
directors,  or  representatives   covering  the  same  subject  matter  as  this
Agreement.  This Agreement is the final,  complete,  and exclusive statement and
expression of the agreement between the Company and Employee with respect to the
subject  matter  hereof and  thereof,  and cannot be  varied,  contradicted,  or
supplemented  by  evidence  of any  prior  or  contemporaneous  oral or  written
agreements. This written Agreement may not be later modified except by a further
writing signed by a duly authorized officer of the Company and Employee,  and no
term of this  Agreement  may be waived  except by a writing  signed by the party
waiving the benefit of such term.

         16.  NOTICE.  Whenever  any notice is required  hereunder,  it shall be
given in writing addressed as follows:

<PAGE>

         To the Company:                    Workflow Management, Inc.
                                            240 Royal Palm Way
                                            Palm Beach, FL 33480
                                            Fax:  (561) 659-7793
                                            Attn:  President

         with a copy to:                    Gus J. James, II, Esq.
                                            Kaufman & Canoles
                                            P. O. Box 3037
                                            Norfolk, VA  23514
                                            Fax:  (757) 624-3169

         To Employee:                       Steve R. Gibson
                                            1540 Pathway Drive
                                            Carrboro, NC 27510
                                            Fax:  (919)-942-5935

Notice shall be deemed given and  effective  three days after the deposit in the
U.S. mail of a writing  addressed as above and sent first class mail,  certified
return receipt  requested,  or, if sent by express delivery,  hand delivery,  or
facsimile,  when  actually  received.  Either  party may change the  address for
notice  by  notice to the other  party of such  change in  accordance  with this
Section 16.

         17.  SEVERABILITY;  HEADINGS.  If any portion of this Agreement is held
invalid or  inoperative,  the other portions of this  Agreement  shall be deemed
valid and operative and, so far as is reasonable  and possible,  effect shall be
given to the intent manifested by the portion held invalid or inoperative.  This
severability  provision  shall  be in  addition  to,  and not in place  of,  the
provisions  of  Section  7(e)  above.  The  paragraph  headings  herein  are for
reference purposes only and are not intended in any way to describe,  interpret,
define or limit the extent or intent of the Agreement or of any part hereof.

         18. EQUITABLE REMEDY.  Because of the difficulty of measuring  economic
losses to the Company as a result of a breach of the  restrictive  covenants set
forth in Sections 7, 8, 9 and 10, and because of the immediate  and  irreparable
damage that would be caused to the Company for which monetary  damages would not
be a  sufficient  remedy,  it is hereby  agreed  that in  addition  to all other
remedies  that may be available to the Company at law or in equity,  the Company
shall be entitled to specific  performance and any injunctive or other equitable
relief as a remedy for any  breach or  threatened  breach of the  aforementioned
restrictive covenants.

         19. ARBITRATION.  Except for actions initiated by the Company to enjoin
a breach by, and/or recover damages from,  Employee  related to violation of any
of the  provisions in paragraphs 7 through 10, which the Company may bring in an
appropriate court of law or equity,  any other unresolved dispute or controversy
arising under or in connection with Employee's  employment and/or this Agreement
shall be settled or resolved exclusively by arbitration  conducted in accordance

<PAGE>

with the rules of the  American  Arbitration  Association  then in effect.  This
includes  any and all federal,  state  and/or  local claims based upon  statute,
common law and/or local  ordinance,  including,  but not limited to claims under
Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination in
Employment  Act,  the  Family and  Medical  Leave Act,  and the  Americans  with
Disabilities  Act.  The  arbitrator(s)  shall not have the  authority to add to,
detract from or modify this Agreement except as permitted by the Agreement.  The
arbitrator's decision shall be final and binding, and judgment may be entered on
the decision in any court having competent  jurisdiction.  The direct expense of
the  arbitration  shall be borne by the Company but each party will bear its own
expenses and legal fees. The  arbitration  shall be held in any of the following
locations  (individually,  the "Arbitration  Location"):  (a) Palm Beach County,
Florida; (b) the City of Norfolk, Virginia; or (c) the city where Employee is or
was last employed by Company.  The selection of an Arbitration Location shall be
at the sole and absolute discretion of the Company.

         20. EQUITABLE  RELIEF:  JURISDICTION AND VENUE.  Employee  acknowledges
that the  Company's  principal  corporate  office is in the City of Palm  Beach,
Florida.  Upon due consideration of any effects created hereby,  Employee hereby
irrevocably  submits to the jurisdiction and venue of a court of competent civil
jurisdiction sitting in Palm Beach County,  Florida, in any action or proceeding
brought  by the  Company  arising  out of, or  relating  to, the  provisions  in
paragraphs 7 through 10 of this Agreement.  Employee hereby  irrevocably  agrees
that any such action or proceeding  may, at the Company's  option,  be heard and
determined in such court.  Employee agrees that a final order or judgment in any
such action or proceeding  shall, to the extent  permitted by applicable law, be
conclusive  and may be enforced in other  jurisdictions  by suit on the order or
judgment,  or in any other  manner  provided  by  applicable  law related to the
enforcement of judgments.

         21.  GOVERNING LAW. This  Agreement  shall in all respects be construed
according to the laws of the State of Florida, without regard to its conflict of
laws principles.

         IN WITNESS WHEREOF,  the parties hereto have cause this Agreement to be
duly executed as of the date first written above.

                                              WORKFLOW MANAGEMENT, INC.


                                                       /s/ Thomas B. D'Agostino
                                              ----------------------------------
                                              Thomas B. D'Agostino
                                              President


                                              EMPLOYEE


                                                       /s/ Steve R. Gibson
                                              ----------------------------------
                                              Steve R. Gibson



<PAGE>



                                    EXHIBIT A


INCENTIVE BONUS PLAN

Under the Company's  Incentive Bonus Plan,  Employee will be eligible to earn up
to 100% of Employee's base salary in bonus compensation,  payable out of a bonus
pool determined by the Board of the Company or a compensation committee thereof,
depending upon the achievement of specified  criteria and payable in the form of
cash, stock options, or other non-cash awards, in such proportions,  and in such
forms, as are determined by the Board of the Company or a compensation committee
thereof.  Bonuses under the Incentive Bonus Plan will be determined by measuring
Employee's  performance  and the  Company's  performance  based on the following
criteria,  weighted as indicated, and measured against target performance levels
established by the Board of Company or such compensation committee:  (i) quality
and timeliness of the Company's  financial  reporting -- 50%; (ii) the growth of
net  earnings  per share of the  Company -- 25%;  and (iii)  improvement  in the
Company's operating margin -- 25%.


<PAGE>



                                    EXHIBIT B

Employee shall receive a monthly expense  reimbursement to cover living expenses
while  Employee lives in Palm Beach,  Florida.  Such  reimbursement  shall be an
amount  equal to $3000 per month after the payment of taxes by Employee for such
reimbursement.


<PAGE>



                                                                       EXHIBIT C


                          FORM OF CONSULTING AGREEMENT

         THIS CONSULTING  AGREEMENT,  dated as of this ____ day of ____________,
____ is by and between WORKFLOW  MANAGEMENT,  INC., a Delaware  corporation (the
"Company") and STEVE R. GIBSON ("Consultant").

                                    RECITALS

         Consultant  was  previously  employed by the Company under that certain
Employment  Agreement,  dated April 1, 1999, pursuant to which Consultant served
as Executive  Vice  President  and Chief  Financial  Officer of the Company (the
"Employment Agreement").

         The Employment Agreement has expired, Consultant was terminated without
cause under such  Employment  Agreement or Consultant  terminated the Employment
Agreement for Good Reason (as such term is defined in the Employment Agreement).

         The Company desires to employ Consultant and to have the benefit of his
skills and services,  and Consultant  desires to be employed by the Company,  on
the terms and conditions set forth herein.

         NOW,  THEREFORE,  in  consideration  of  the  mutual  promises,  terms,
covenants and  conditions  set forth herein,  and the  performance  of each, the
parties hereto, intending legally to be bound, hereby agree as follows:

                                   AGREEMENTS

         1. EMPLOYMENT;  TERM. The Company hereby employs  Consultant to perform
the duties described herein,  and Consultant hereby accepts  employment with the
Company,  for a term beginning on the date hereof and continuing for a period of
(a) five (5) years, if the Employment  Agreement expired,  or (b) five (5) years
plus the period of time remaining under the Employment Agreement,  if Consultant
was terminated without cause or for Good Reason under such Employment  Agreement
(the "Term").

         2.  POSITION AND DUTIES.  The Company  hereby  employs  Consultant as a
consultant  to  provide  high  level,  strategic  business  advice  to the Chief
Executive  Officer  and  Chief  Financial  Officer  of  the  Company.  As  such,
Consultant  shall have such specific  responsibilities,  duties and authority as
are agreed upon by the Consultant,  Chief Executive  Officer and Chief Financial
Officer  of the  Company.  As an  employee  of  the  Company,  Consultant  shall
faithfully  adhere to,  execute,  and fulfill all  policies  established  by the
Company.

         3. COMPENSATION.  For all services rendered by Consultant,  the Company
shall compensate Consultant as follows:

<PAGE>

                  (a) BASE SALARY. Effective on the date hereof, the base salary
payable to Consultant  shall be $25,000 per year,  payable on a regular basis in
accordance with the Company's  standard payroll  procedures,  but not less often
than monthly. On at least an annual basis, the Chief Executive Officer and Chief
Financial  Officer of the Company will review  Consultant's  performance and may
make  increases  to such base  salary  if, in their  sole  discretion,  any such
increase is warranted.

                  (b) PERQUISITES,  BENEFITS, AND OTHER COMPENSATION. During the
Term,  Consultant  shall be entitled to receive such perquisites and benefits as
are customarily  provided to the Company's executive  officers,  subject to such
changes,  additions,  or deletions as the Company may make from time to time, as
well as such other perquisites or benefits as may be specified from time to time
by the Board of Directors of the Company ("Board").

                  (c)  TRANSACTION  FEES.The  Company  shall pay to Consultant a
bonus  ("Transaction  Bonus")  equal to (i) 1% of the Gross  Sales  (as  defined
below) of an Acquisition Target (as defined below), and (ii) 1% of the aggregate
consideration paid by a buyer for the sale of any direct or indirect subsidiary,
division or affiliate of the Company (a "Company Sale"),  payable in either case
for Consultant's  material assistance and transaction analysis at the request of
the Company.  "Gross Sales" shall mean the gross sales of an Acquisition  Target
as  determined in  accordance  with  generally  accepted  accounting  principles
consistently applied for the twelve (12) month period ending on the date that an
Acquisition  Target is  acquired.  The  Transaction  Bonus  shall be  payable to
Consultant  in cash upon the  closing of a Company  Sale or the  purchase  of an
Acquisition Target by the Company or one of its direct or indirect subsidiaries.
The Company shall control all discussions and negotiations  with any third party
buyer or  Acquisition  Target and  reserves the right,  exercisable  in its sole
discretion,  to reject any  Acquisition  Target or any offer from a third  party
buyer presented to it, and to terminate  discussions,  negotiations,  letters of
intent or contracts with any such parties, for any reason or no reason.

         4. EXPENSE  REIMBURSEMENT.  The Company shall reimburse  Consultant for
(or, at the Company's option,  pay) all business travel and other  out-of-pocket
expenses  reasonably  incurred by Consultant in the  performance of his services
hereunder during the Term. The Company acknowledges that Consultant may, for all
or a portion of the Term,  reside away from the Company's  headquarters  in Palm
Beach,  Florida,  and  thus,  all  travel  to and  from  Consultant's  principal
residence for business purposes shall be reimbursed.  All reimbursable  expenses
shall be  appropriately  documented  in  reasonable  detail by  Consultant  upon
submission  of any  request  for  reimbursement,  and  in a  format  and  manner
consistent with the Company's  expense  reporting  policy, as well as applicable
federal and state tax record keeping requirements.

         5. PLACE OF PERFORMANCE.  Consultant  shall perform services under this
Agreement  at the  Company's  place of business in either New York,  New York or
Palm Beach, Florida.

         6. TERMINATION;  RIGHTS ON TERMINATION.  Consultant's employment may be
terminated  in any one of the  following  ways,  prior to the  expiration of the
Term:

<PAGE>

                  (a) DEATH. The death of Consultant shall immediately terminate
the Term, and no severance compensation shall be owed to Consultant's estate.

                  (b) DISABILITY.  If, as a result of incapacity due to physical
or mental  illness or injury,  Consultant  shall have been unable to perform the
material  duties  of his  position  on a  full-time  basis  for a period of four
consecutive  months, or for a total of four months in any six-month period, then
thirty (30) days after  written  notice to the  Consultant  (which notice may be
given before or after the end of the aforementioned periods, but which shall not
be effective  earlier than the last day of the applicable  period),  the Company
may  terminate  Consultant's  employment  hereunder if  Consultant  is unable to
resume his duties at the  conclusion of such notice  period.  Subject to Section
6(e) below, if Consultant's employment is terminated as a result of Consultant's
disability,  the Company shall continue to pay Consultant his base salary at the
then-current  rate for the lesser of (i) six (6) months from the effective  date
of  termination,  or (ii) whatever time period is remaining under the Term. Such
payments shall be made in accordance with the Company's regular payroll cycle.

                  (c)  TERMINATION  BY THE COMPANY  "FOR CAUSE." The Company may
terminate  Consultant's  employment hereunder ten (10) days after written notice
to Consultant "for cause," which shall be: (i)  Consultant's  material breach of
this  Agreement,  which  breach is not cured  within ten (10) days of receipt by
Consultant  of written  notice from the  Company  specifying  the  breach;  (ii)
Consultant's  gross  negligence  in  the  performance  of  his  material  duties
hereunder,  intentional  nonperformance  or  mis-performance  of such duties, or
refusal to abide by or comply with the  directives  of the Board,  his  superior
officers, or the Company's policies and procedures, which actions continue for a
period of at least ten (10) days after receipt by  Consultant of written  notice
of the need to cure or cease; (iii) Consultant's  willful dishonesty,  fraud, or
misconduct  with respect to the business or affairs of the Company,  and that in
the  reasonable  judgment of the Company  materially  and adversely  affects the
operations  or  reputation  of the Company;  (iv)  Consultant's  conviction of a
felony or other crime involving moral turpitude;  or (v)  Consultant's  abuse of
alcohol or drugs (legal or illegal) that, in the Company's  reasonable judgment,
substantially  impairs Consultant's ability to perform his duties hereunder.  In
the event of a termination  "for cause," as enumerated  above,  Consultant shall
have no right to any severance compensation.

                  (d)      WITHOUT CAUSE.

                           (i)  The  Company  may  not  terminate   Consultant's
employment without cause.

                           (ii)  At  any  time   after   the   commencement   of
employment,  the  Consultant  may terminate  this Agreement for Good Reason upon
giving  the  Company  thirty  (30) days  prior  written  notice.  If  Consultant
terminates  this  Agreement for Good Reason,  Consultant  shall receive from the
Company (A) the base salary at the rate then in effect for the longer of (i) six
(6)  months  from the date of  termination,  or (ii)  whatever  time  period  is
remaining under the Term, and (B) family health benefits as previously  provided
to  Consultant  for the remainder of the Term.  For purposes of this  Agreement,
Good Reason  shall mean a breach by the Company of any  material  obligation  to
Consultant  hereunder,  which breach is not cured within  thirty (30) days after
written notice thereof is given to the Company by Consultant.

<PAGE>

                           (iii) If Consultant  resigns or otherwise  terminates
his  employment  for any  reason  other  than  Good  Reason as  defined  herein,
Consultant shall receive no severance compensation.

                  (e)  PAYMENT   THROUGH   TERMINATION.   Upon   termination  of
Consultant's  employment  for any reason  provided  above,  Consultant  shall be
entitled to receive all compensation  earned and all benefits and reimbursements
(including  payments  for  accrued  vacation  and sick  leave,  in each  case in
accordance  with  applicable  policies of the Company) due through the effective
date of termination.  Additional compensation subsequent to termination, if any,
will be due and  payable  to  Consultant  only to the  extent  and in the manner
expressly  provided above in this Section 6. All other rights and obligations of
the Company and Consultant  under this Agreement shall cease as of the effective
date of termination,  except that the Company's  obligations  under this Section
6(e) and Section 11 below and  Consultant's  obligations  under Sections 7, 8, 9
and 10 below shall survive such termination in accordance with their terms.

         7.       RESTRICTION ON COMPETITION.

                  (a) During the Term, and thereafter,  if Consultant  continues
to be employed by the Company  and/or any other  entity  owned by or  affiliated
with the Company on an "at will" basis,  for the  duration of such  period,  and
thereafter  for a period  equal to the  longer of (x) one (1)  year,  or (y) the
period during which  Consultant is receiving any severance pay from the Company,
Consultant shall not, directly or indirectly,  for himself or on behalf of or in
conjunction with any other person, company, partnership,  corporation, business,
group, or other entity (each, a "Person"):

                           (i) engage, in a competitive capacity,  whether as an
owner,  officer,  director,  partner,  shareholder,  joint  venturer,  employee,
independent  contractor,  consultant,  advisor, or sales representative,  in any
business  selling any products or services which were sold by the Company on the
date of the  termination  of  Consultant's  employment,  within  50 miles of any
location where the Company both has an office and conducts  business on the date
of the termination of Consultant's employment;

                           (ii) call upon any  Person  who is, at that  time,  a
sales,  supervisory,  or  management  employee of the Company for the purpose or
with the intent of enticing  such employee away from or out of the employ of the
Company;

                           (iii)  call upon any  Person  who or that is, at that
time, or has been, within one year prior to that time, a customer of the Company
for the  purpose  of  soliciting  or  selling  products  or  services  in direct
competition with the Company; or

                           (iv) on  Consultant's  own behalf or on behalf of any
competitor,  call upon any Person who or that, during Consultant's employment by
the Company, was either called upon by the Company as a prospective  acquisition
candidate  with  respect to which  Consultant  had actual  knowledge  or was the
subject of an  acquisition  analysis  conducted  by the Company  with respect to
which Consultant had actual knowledge.

<PAGE>

                  (b) The  foregoing  covenants  shall not be deemed to prohibit
Consultant from acquiring as an investment not more than one percent (1%) of the
capital  stock of a  competing  business,  whose  stock is traded on a  national
securities  exchange or through the automated  quotation  system of a registered
securities association.

                  (c) It is further  agreed that,  in the event that  Consultant
shall  cease to be employed by the Company and enters into a business or pursues
other  activities  that, on the date of termination of Consultant's  employment,
are not in competition with the Company, Consultant shall not be chargeable with
a violation of this Section 7 if the Company  subsequently enters the same (or a
similar)  competitive business or activity or commences  competitive  operations
within 50 miles of the Consultant's new business or activities.  In addition, if
Consultant has no actual  knowledge  that his actions  violate the terms of this
Section  7,  Consultant  shall not be deemed to have  breached  the  restrictive
covenants  contained  herein if, promptly after being notified by the Company of
such breach, Consultant ceases the prohibited actions.

                  (d) For  purposes of this Section 7,  references  to "Company"
shall  mean  Workflow  Management,  Inc.,  together  with its  subsidiaries  and
affiliates.  For the  purposes  of this  Agreement,  "affiliate"  shall mean any
entity  25% or more of the  stock  or  voting  interests  of  which  is owned or
controlled  directly  or  indirectly,  by the Company or any  subsidiary  of the
Company.  The Company and Consultant  agree that for purposes of this Section 7,
the  Company's  business  shall be deemed to  include  those  businesses  of the
Company  described in the  Company's  Annual Report on Form 10-K as filed by the
Company with the Securities and Exchange  Commission  pursuant to the Securities
Exchange Act of 1934.

                  (e)  The  covenants  in  this  Section  7  are  severable  and
separate, and the unenforceability of any specific covenant shall not affect the
provisions of any other covenant. If any provision of this Section 7 relating to
the  time  period  or  geographic  area of the  restrictive  covenants  shall be
declared by a court of competent  jurisdiction to exceed the maximum time period
or  geographic  area,  as  applicable,  that such  court  deems  reasonable  and
enforceable,  said time  period or  geographic  area  shall be deemed to be, and
thereafter shall become, the maximum time period or largest geographic area that
such  court  deems   reasonable  and   enforceable   and  this  Agreement  shall
automatically  be  considered  to have been  amended and revised to reflect such
determination.

                  (f) All of the  covenants in this Section 7 shall be construed
as an agreement  independent of any other provision in this  Agreement,  and the
existence  of any claim or cause of action of  Consultant  against the  Company,
whether  predicated  on this  Agreement  or  otherwise,  shall not  constitute a
defense to the enforcement by the Company of such covenants; provided, that upon
the failure of the Company to make any payments  required under this  Agreement,
the Consultant  may, upon thirty (30) days' prior written notice to the Company,
waive  his  right  to  receive  any  additional  compensation  pursuant  to this
Agreement and engage in any activity prohibited by the covenants of this Section
7. It is specifically agreed that the period of one year stated at the beginning
of this Section 7, during which the agreements and covenants of Consultant  made
in this Section 7 shall be effective,  shall be computed by excluding  from such
computation any time during which Consultant is in violation of any provision of
this Section 7.

<PAGE>

                  (g) If the time period  specified  by this  Section 7 shall be
reduced  by law or court  decision,  then,  notwithstanding  the  provisions  of
Section 6 above,  Consultant  shall be entitled to receive  from the Company his
base  salary at the rate in effect on the date of  termination  of  Consultant's
employment  solely  for the  longer  of (i) the time  period  during  which  the
provisions of this Section 7 shall be  enforceable  under the provisions of such
applicable law, or (ii) the time period during which  Consultant is not engaging
in any competitive  activity,  but in no event longer than the applicable period
provided in Section 6 above.

                  (h)   Consultant   has  carefully   read  and  considered  the
provisions of this Section 7 and,  having done so,  agrees that the  restrictive
covenants in this Section 7 impose a fair and reasonable restraint on Consultant
and are  reasonably  required to protect the  interests of the Company,  and its
respective  officers,  directors,  employees,  and  stockholders.  It is further
agreed that the Company and  Consultant  intend that such covenants be construed
and enforced in accordance with the changing activities, business, and locations
of the Company throughout the term of these covenants.

                  (i)  Notwithstanding  any of  the  foregoing,  if the  Company
terminates  Consultant's  employment  pursuant to Section 6(b) or Section  6(d),
then the restrictions on Consultant described in this Section 7 shall only apply
for the period  during which  Consultant is receiving any severance pay from the
Company.  The parties  expressly agree that  Consultant  shall have the right to
receive,  but  not  the  obligation  to  accept,  severance  compensation  for a
termination under either Section 6(b) or Section 6(d).

         8. CONFIDENTIAL INFORMATION. Consultant hereby agrees to hold in strict
confidence  and  not  to  disclose  to any  third  party  any  of the  valuable,
confidential,  and proprietary business, financial,  technical, economic, sales,
and/or other types of proprietary  business  information relating to the Company
(including all trade  secrets),  in whatever  form,  whether oral,  written,  or
electronic (collectively,  the "Confidential Information"),  to which Consultant
has,  or is  given  (or  has had or  been  given),  access  as a  result  of his
employment by the Company.  It is agreed that the  Confidential  Information  is
confidential   and  proprietary  to  the  Company   because  such   Confidential
Information  encompasses  technical  know-how,   trade  secrets,  or  technical,
financial,  organizational,  sales,  or other valuable  aspects of the Company's
business  and trade,  including,  without  limitation,  technologies,  products,
processes, plans, clients, personnel,  operations, and business activities. This
restriction  shall not apply to any  Confidential  Information  that (a) becomes
known  generally  to the  public  through  no  fault of the  Consultant;  (b) is
required by applicable law, legal process, or any order or mandate of a court or
other governmental  authority to be disclosed;  or (c) is reasonably believed by
Consultant,  based  upon the  advice  of legal  counsel,  to be  required  to be
disclosed  in  defense  of a lawsuit  or other  legal or  administrative  action
brought against  Consultant;  provided,  that in the case of clauses (b) or (c),
Consultant  shall give the  Company  reasonable  advance  written  notice of the

<PAGE>

Confidential   Information   intended  to  be  disclosed  and  the  reasons  and
circumstances  surrounding  such  disclosure,  in order to permit the Company to
seek a protective order or other appropriate request for confidential  treatment
of the applicable Confidential Information.

         9. INVENTIONS.  Consultant  shall disclose  promptly to the Company any
and all  significant  conceptions and ideas for  inventions,  improvements,  and
valuable  discoveries,  whether patentable or not, that are conceived or made by
Consultant,  solely or jointly with another,  during the period of employment or
within one year  thereafter,  and that are  directly  related to the business or
activities  of the  Company  and that  Consultant  conceives  as a result of his
employment by the Company,  regardless of whether or not such ideas, inventions,
or  improvements  qualify as "works for hire."  Consultant  hereby  assigns  and
agrees to assign  all his  interests  therein  to the  Company  or its  nominee.
Whenever requested to do so by the Company, Consultant shall execute any and all
applications,  assignments,  or other  instruments  that the Company  shall deem
necessary  to apply for and obtain  Letters  Patent of the United  States or any
foreign country or to otherwise protect the Company's interest therein.

         10.  RETURN  OF  COMPANY   PROPERTY.   Promptly  upon   termination  of
Consultant's  employment by the Company for any reason or no reason,  Consultant
or  Consultant's  personal  representative  shall  return to the Company (a) all
Confidential  Information;  (b) all other records,  designs,  patents,  business
plans, financial statements, manuals, memoranda, lists, correspondence, reports,
records, charts,  advertising materials, and other data or property delivered to
or compiled by Consultant by or on behalf of the Company or its representatives,
vendors,  or customers  that pertain to the business of the Company,  whether in
paper, electronic,  or other form; and (c) all keys, credit cards, vehicles, and
other  property  of the  Company.  Consultant  shall  not  retain or cause to be
retained any copies of the foregoing.  Consultant  hereby agrees that all of the
foregoing  shall be and remain the property of the Company,  as the case may be,
and be subject at all times to their discretion and control.

         11.  INDEMNIFICATION.  In the event  Consultant  is made a party to any
threatened or pending  action,  suit, or proceeding,  whether  civil,  criminal,
administrative,  or  investigative  (other than an action by the Company against
Consultant,  and  excluding any action by  Consultant  against the Company),  by
reason of the fact that he is or was performing services under this Agreement or
as an officer or director of the Company,  then, to the fullest extent permitted
by applicable law, the Company shall indemnify  Consultant  against all expenses
(including  reasonable attorneys' fees),  judgments,  fines, and amounts paid in
settlement,  as actually and  reasonably  incurred by  Consultant  in connection
therewith.  Such indemnification  shall continue as to Consultant even if he has
ceased to be an employee, officer, or director of the Company and shall inure to
the benefit of his heirs and estate. The Company shall advance to Consultant all
reasonable  costs and expenses  directly  related to the defense of such action,
suit, or proceeding  within twenty (20) days after written request  therefore by
Consultant to the Company,  provided,  that such request shall include a written
undertaking by Consultant,  in a form  acceptable to the Company,  to repay such
advances if it shall  ultimately  be  determined  that  Consultant is or was not
entitled to be  indemnified by the Company  against such costs and expenses.  In
the event  that both  Consultant  and the  Company  are made a party to the same
third-party  action,  complaint,  suit, or  proceeding,  the Company will engage

<PAGE>

competent  legal   representation,   and  Consultant  agrees  to  use  the  same
representation;  provided  that if counsel  selected by the Company shall have a
conflict of interest that prevents  such counsel from  representing  Consultant,
Consultant may engage separate  counsel and the Company shall pay all reasonable
attorneys' fees of such separate counsel.  The provisions of this Section 11 are
in addition to, and not in derogation of, the indemnification  provisions of the
Company's    Certificate   of   Incorporation   and   By-laws.   The   foregoing
indemnification  also shall be  applicable  to  Consultant in his capacity as an
officer,  director,  or representative of any subsidiary of the Company,  or any
other entity,  but in each case only to the extent that Consultant is serving at
the request of the Board.

         12. NO PRIOR  AGREEMENTS.  Consultant hereby represents and warrants to
the Company that the execution of this Agreement by  Consultant,  his employment
by the Company,  and the performance of his duties hereunder will not violate or
be a breach  of any  agreement  with a former  employer,  client,  or any  other
Person.  Further,  Consultant  agrees to indemnify and hold harmless the Company
and its officers,  directors,  and representatives for any claim, including, but
not limited to, reasonable attorneys' fees and expenses of investigation, of any
such third  party that such third  party may now have or may  hereafter  come to
have against the Company or such other persons, based upon or arising out of any
non-competition  agreement,  invention,  secrecy,  or  other  agreement  between
Consultant  and such third  party that was in  existence  as of the date of this
Agreement.  To the extent  that  Consultant  had any oral or written  employment
agreement or understanding with the Company,  this Agreement shall automatically
supersede such agreement or understanding,  and upon execution of this Agreement
by  Consultant  and  the  Company,   such  prior   agreement  or   understanding
automatically  shall be  deemed to have  been  terminated  and shall be null and
void.

         13. ASSIGNMENT; BINDING EFFECT. Consultant understands that he has been
selected  for   employment   by  the  Company  on  the  basis  of  his  personal
qualifications,  experience,  and skills.  Consultant agrees, therefore, that he
cannot assign all or any portion of his performance  under this Agreement.  This
Agreement may not be assigned or  transferred  by the Company  without the prior
written  consent of  Consultant.  Subject to the preceding two  sentences,  this
Agreement shall be binding upon,  inure to the benefit of, and be enforceable by
the  parties  hereto  and  their  respective   heirs,   legal   representatives,
successors,  and assigns.  Notwithstanding the foregoing,  if Consultant accepts
employment with a subsidiary or affiliate of the Company,  unless Consultant and
his new employer agree otherwise in writing,  this Agreement shall automatically
be deemed to have been assigned to such new employer (which shall  thereafter be
an additional or substitute  beneficiary of the covenants  contained  herein, as
appropriate),   with  the  consent  of  Consultant,  such  assignment  shall  be
considered a condition of employment by such new employer, and references to the
"Company" in this  Agreement  shall be deemed to refer to such new employer.  If
the Company is merged with or into another  entity and the successor  company is
engaged in substantially the same business as the Company, such action shall not
be  considered  to cause an  assignment  of this  Agreement and the surviving or
successor  entity  shall  become  the  beneficiary  of  this  Agreement  and all
references  to the  "Company"  shall be  deemed  to refer to such  surviving  or
successor entity. No other Person shall be a third-party  beneficiary under this
Agreement.

<PAGE>

         14.  COMPLETE  AGREEMENT;  WAIVER;  AMENDMENT.  This Agreement is not a
promise  of  future   employment.   Consultant  has  no  oral   representations,
understandings,  or  agreements  with  the  Company  or  any  of  its  officers,
directors,  or  representatives   covering  the  same  subject  matter  as  this
Agreement.  This Agreement is the final,  complete,  and exclusive statement and
expression of the agreement  between the Company and Consultant  with respect to
the subject matter hereof and thereof,  and cannot be varied,  contradicted,  or
supplemented  by  evidence  of any  prior  or  contemporaneous  oral or  written
agreements. This written Agreement may not be later modified except by a further
writing signed by a duly authorized  officer of the Company and Consultant,  and
no term of this  Agreement may be waived except by a writing signed by the party
waiving the benefit of such term.

         15.  NOTICE.  Whenever  any notice is required  hereunder,  it shall be
given in writing addressed as follows:

         To the Company:                    Workflow Management, Inc.
                                            240 Royal Palm Way
                                            Palm Beach, FL  33480
                                            Attention:  Claudia S. Amlie,
                                            Vice President and General Counsel
                                            Fax:  (561) 659-7793

         with a copy to:                    Gus J. James, II, Esq. and
                                            T. Richard Litton, Jr., Esq.
                                            Kaufman & Canoles
                                            P. O. Box 3037
                                            Norfolk, VA  23514
                                            Fax:  (757) 624-3169

         To Consultant:                     Steve R. Gibson
                                            1540 Pathway Drive
                                            Carrboro, NC 27510
                                            Fax:  (919)-942-5935

Notice shall be deemed given and  effective  three days after the deposit in the
U.S. mail of a writing  addressed as above and sent first class mail,  certified
return receipt  requested,  or, if sent by express delivery,  hand delivery,  or
facsimile,  when  actually  received.  Either  party may change the  address for
notice  by  notice to the other  party of such  change in  accordance  with this
Section 15.

         16.  SEVERABILITY;  HEADINGS.  If any portion of this Agreement is held
invalid or  inoperative,  the other portions of this  Agreement  shall be deemed
valid and operative and, so far as is reasonable  and possible,  effect shall be
given to the intent manifested by the portion held invalid or inoperative.  This
severability  provision  shall  be in  addition  to,  and not in place  of,  the
provisions  of  Section  7(e)  above.  The  paragraph  headings  herein  are for
reference purposes only and are not intended in any way to describe,  interpret,
define or limit the extent or intent of the Agreement or of any part hereof.

<PAGE>

         17. EQUITABLE REMEDY.  Because of the difficulty of measuring  economic
losses to the Company as a result of a breach of the  restrictive  covenants set
forth in Sections 7, 8, 9 and 10, and because of the immediate  and  irreparable
damage that would be caused to the Company for which monetary  damages would not
be a  sufficient  remedy,  it is hereby  agreed  that in  addition  to all other
remedies  that may be available to the Company at law or in equity,  the Company
shall be entitled to specific  performance and any injunctive or other equitable
relief as a remedy for any  breach or  threatened  breach of the  aforementioned
restrictive covenants.

         18. ARBITRATION.  Except for actions initiated by the Company to enjoin
a breach by, and/or recover damages from, Consultant related to violation of any
of the  provisions  of Section 7 though 10,  which the  Company  may bring in an
appropriate court of law or equity,  any other unresolved dispute or controversy
arising under or in connection with this Agreement or  Consultant's  employment,
including,  but not limited to claims under Title VII of the Civil Rights Act of
1964, The Age  Discrimination in Employment Act, The Americans With Disabilities
Act,  or  any  other  local,   state  or  federal  law  related  to   employment
discrimination,  shall  be  settled  exclusively  by  arbitration  conducted  in
accordance  with  the  rules of the  American  Arbitration  Association  then in
effect. The arbitrators shall not have the authority to add to, detract from, or
modify any provision  hereof nor to award punitive damages to any injured party.
A decision by a majority of the  arbitration  panel shall be final and  binding.
Judgment  may  be  entered  on  the  arbitrators'  award  in  any  court  having
jurisdiction. The direct expense of any arbitration proceeding shall be borne by
the  Company.  Each  party  shall bear its own  counsel  fees.  The  arbitration
proceeding  shall be held,  at the option of the Company,  in either Palm Beach,
Florida or New York, New York.

         19. EQUITABLE RELIEF; JURISDICTION AND VENUE. Upon due consideration of
any  effects  created  hereby,  Consultant  hereby  irrevocably  submits  to the
jurisdiction  and venue of a court of competent  civil  jurisdiction  sitting in
Palm Beach,  Florida in any action or proceeding  brought by the Company arising
out of, or  relating  to,  the  provisions  in  Sections  7  through  10 of this
Agreement.  Consultant  hereby  irrevocably  agrees  that  any  such  action  or
proceeding may, at the Company's  option, be heard and determined in such court.
Consultant  agrees  that a  final  order  or  judgment  in any  such  action  or
proceeding  shall, to the extent  permitted by applicable law, be conclusive and
may be enforced in other  jurisdictions by suit on the order or judgment,  or in
any other  manner  provided  by  applicable  law related to the  enforcement  of
judgments.

         20.  GOVERNING LAW. This  Agreement  shall in all respects be construed
according to the laws of the State of Florida, without regard to its conflict of
laws principles.



         IN WITNESS WHEREOF,  the parties hereto have cause this Agreement to be
duly executed as of the date first written above.


<PAGE>




                                               WORKFLOW MANAGEMENT, INC.



                                               By: _____________________________
                                               Name: ___________________________
                                               Title: __________________________



                                               CONSULTANT



                                               _________________________________
                                               Steve R. Gibson