EXHIBIT 10.50

                              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 THOMAS B. D'AGOSTINO ("Employee").

                                    RECITALS

          The Company  desires to continue  to employ  Employee  and to have the
benefit of his skills and services,  and Employee desires to continue employment
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
four (4) years (the "Term").

          2.  POSITION  AND  DUTIES.  The  Company  hereby  employs  Employee as
President  and  Chief   Executive   Officer.   As  such,   Employee  shall  have
responsibilities,  duties and authority  reasonably  accorded to and expected of
the  President  and Chief  Executive  Officer of the  Company  and  assigned  to
Employee by the Board of Directors of the Company (the  "Board").  Employee will
report  directly to the Board.  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.  Effective  on the date hereof,  the base salary
payable to Employee  shall be $450,000 per year,  payable on a regular  basis in
accordance with the Company's  standard payroll  procedures,  but not less often
than monthly.  On April 1, 2000, Employee shall be eligible to receive a $50,000
increase to such base salary if, in the discretion of the Compensation Committee
or Board of  Directors,  any such  increase is  warranted  after a  satisfactory
performance  review;  provided,  however,  that  Employee's  base  salary  shall
automatically  increase by $50,000 on April 1, 2000 in the event the composition

<PAGE>

of the Board has changed by more than two new members from the date hereof until
April  1,  2000   (excluding   changes  due  to  an   increased   Board   size).
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, 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. 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.

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

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

               (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) 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 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) 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.

                  (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
<PAGE>

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  other than Good Reason as defined  herein,  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(d),  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(e) 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.

           7. RESTRICTION ON COMPETITION.

               (a) During the Term, and thereafter,  if 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,  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  Employee is receiving any severance pay from the Company,  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"):
<PAGE>

                  (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 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 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.

               (d) For purposes of this Section 7, references to "Company" shall
mean Workflow Management, Inc., together with its subsidiaries and affiliates.

               (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
<PAGE>

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.  To the extent  Employee  is subject to a  restriction  on  competitive
activity as a party to that certain Agreement and Plan of Reorganization,  dated
as of January 24, 1997, by and among U.S. Office Products Company ("USOP"),  SFI
Acquisition  (Delaware)  Corp.,  SFI Corp.  (an  affiliate  of the  Company) and
Employee  or that  certain  Agreement  and Plan of  Reorganization,  dated as of
January 24,  1997,  by and among USOP,  HBF  Acquisition  Corp.,  Hano  Document
Printers,  Inc.(a wholly owned  subsidiary of the Company) and the  Stockholders
Named Therein (the "Merger Agreements"), the Employee shall abide by, and in all
cases be subject to, the restrictive  covenants (whether in this Section 7 or in
the Merger Agreements) that, in the aggregate,  impose  restrictions on Employee
for the longest duration and the broadest  geographic scope (taking into account
the effect of any applicable  court decisions  limiting the scope or duration of
such  restrictions),  it being agreed that all such  restrictive  covenants  are
supported  by separate and  distinct  consideration.  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 a
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 Employee by or on behalf of the Company or its  representatives,
<PAGE>

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, 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 B  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
<PAGE>

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,  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

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

         To Employee:                       Thomas B. D'Agostino
                                            Workflow Management, Inc.
                                            240 Royal Palm Way
                                            Palm Beach, FL  33480
                                            Fax:  (561) 659-7793

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.  Any unresolved dispute or controversy arising under
or in connection with this Agreement or Employee'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
<PAGE>

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 in the city where the
Company is located. Notwithstanding the foregoing, the Company shall be entitled
to seek  injunctive or other  equitable  relief,  as  contemplated by Section 18
above, from any court of competent  jurisdiction,  without the need to resort to
arbitration.

           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.

                                     WORKFLOW MANAGEMENT, INC.



                                     By:
                                        -----------------------
                                     Name:
                                          ---------------------
                                     Title:
                                           --------------------



                                     EMPLOYEE



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



<PAGE>



                                    EXHIBIT A

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 the  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 the Company or such compensation
committee:  (i) the growth of the  Company's  earnings per share - 50%; (ii) the
growth  of the  Company's  revenues  due to  acquisitions  - 30%;  and (iii) the
internal growth of the Company's revenues - 20%. For purposes of this Exhibit A,
the  "Company"  shall  mean  Workflow   Management,   Inc.,  together  with  its
subsidiaries and affiliates.




<PAGE>



                                                                       EXHIBIT B


                          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 THOMAS B. D'AGOSTINO ("Consultant").

                                    RECITALS

           Consultant was previously  employed by the Company under that certain
Employment  Agreement,  dated April 1, 1999, pursuant to which Consultant served
as  President  and Chief  Executive  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) nine (9) years
less the  amount  of time  Consultant  was  employed  by the  Company  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 Chairman of
the Board and Chief Executive Officer of the Company. As such,  Consultant shall
have such specific responsibilities,  duties and authority as are agreed upon by
the  Consultant,  Chairman  of the  Board  and Chief  Executive  Officer  of the
Company.  As an employee of the Company,  Consultant shall faithfully adhere to,
execute, and fulfill all policies  established by the Company.  Consultant shall
be required to provide not more than  fifteen (15) hours per month of service to
the Company under this Agreement.
<PAGE>

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

               (a) BASE SALARY.  Effective  on the date hereof,  the base salary
payable to Consultant  shall be $40,000 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 Chairman of the Board will review
Consultant's  performance  and may make increases to such base salary if, in its
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").

               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.  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.  Consultant  shall  be  provided  with an  office  and
secretary to assist in the performance of Consultant's duties.

               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:

                  (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
<PAGE>

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 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.  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.

                      (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
<PAGE>

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.

               (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
<PAGE>

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.

               (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.
<PAGE>

               (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
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
<PAGE>

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
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
<PAGE>

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.

           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.

<PAGE>

           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:     Thomas B. D'Agostino
                      Workflow Management, Inc.
                      240 Royal Palm Way
                      Palm Beach, FL  33480
                      Fax:  (561) 659-7793

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.

           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
<PAGE>

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.

[Execution Page Following]



<PAGE>



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

                                      WORKFLOW MANAGEMENT, INC.



                                      By:
                                        ----------------------------
                                      Name:
                                           -------------------------
                                      Title:
                                            ------------------------



                                      CONSULTANT



                                      ----------------------------
                                      Thomas B. D'Agostino