EXHIBIT 10.55


                               SEVERANCE AGREEMENT


         THIS SEVERANCE AGREEMENT, dated as of April 1, 1999, is by and between
WORKFLOW MANAGEMENT, INC., a Delaware corporation (the "Company"), and THOMAS B.
D'AGOSTINO, JR. (the "Executive").


                              BACKGROUND STATEMENT

         The Board of Directors of the Company (the "Board") has determined that
it is in the best interests of the Company and its  shareholders  to assure that
the Company will have the continued dedication of the Executive, notwithstanding
the  possibility,  threat or  occurrence  of a Change of Control  (as defined in
Section 2) of the Company.  The Board  believes it is imperative to diminish the
inevitable  distraction of the Executive by virtue of the personal uncertainties
and risks created by a pending or threatened  Change of Control and to encourage
the  Executive's  full attention and dedication to the Company  currently and in
the event of any  threatened  or pending  Change of Control,  and to provide the
Executive with  compensation and benefits  arrangements upon a Change of Control
which ensure that the  compensation  and benefits  expectations of the Executive
will be satisfied and which are  competitive  with those of other  corporations.
Therefore,  in order to accomplish  these  objectives,  the Board has caused the
Company to enter into this Agreement.

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

         1.       Certain Definitions.

                  (a) The "Effective  Date" shall mean the first date during the
Change of  Control  Period (as  defined  in  Section  1(b)) on which a Change of
Control occurs. Anything in this Agreement to the contrary notwithstanding, if a
Change of Control occurs and if the  Executive's  employment with the Company is
terminated prior to the date on which the Change of Control occurs, and if it is
reasonably demonstrated by the Executive that such termination of employment (i)
was at the request of a third party who has taken steps reasonably calculated to
effect  the  Change of Control or (ii)  otherwise  arose in  connection  with or
anticipation  of the Change of Control,  then for all purposes of this Agreement
the "Effective Date" shall mean the date  immediately  prior to the date of such
termination of employment.

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                  (b) The  "Change  of  Control  Period"  shall  mean the period
commencing on the date hereof and ending on the third  anniversary of such date,
or such later date as the Board of Directors  of the Company and the  Executives
shall agree.

         2.       Change  of  Control.  For  the  purpose  of  this Agreement, a
"Change of Control" shall mean:

                  (a) The acquisition by any individual,  entity (other than the
Company,  any Company  subsidiary,  any Company  benefit plan or any underwriter
temporarily  holding  securities  for an offering of such  securities)  or group
(within the meaning of Section  13(d)(3) or 14(d)(2) of the Securities  Exchange
Act of 1934,  as  amended  (the  "Exchange  Act")) (a  "Person")  of  beneficial
ownership  (within the meaning of Rule 13d-3 promulgated under the Exchange Act)
of more  than 50% the  undiluted  total  voting  power  of the then  outstanding
securities  of the  Company  entitled  to  vote  generally  in the  election  of
directors (the "Outstanding Company Voting Securities") or;

                  (b)  Individuals  who, as of the date hereof,  constitute  the
Board (the  "Incumbent  Board")  cease for any reason to  constitute  at least a
majority  of the  Board;  provided,  however,  that any  individual  becoming  a
director  subsequent  to the date  hereof  whose  election,  or  nomination  for
election by the  Company's  shareholders,  was  approved by a vote of at least a
majority  of  the  directors  then  comprising  the  Incumbent  Board  shall  be
considered as though such individual were a member of the Incumbent Board; or

                  (c)  Approval  by  the   shareholders  of  the  Company  of  a
reorganization,  merger or consolidation,  in each case, unless,  following such
reorganization, merger or consolidation, no less than 50% of the combined voting
power of the then outstanding voting securities of such corporation  entitled to
vote generally in the election of directors is then beneficially owned, directly
or indirectly,  by all or substantially  all of the individuals and entities who
we re  the  beneficial  owners  of the  Outstanding  Company  Voting  Securities
immediately   prior  to  such   reorganization,   merger  or   consolidation  in
substantially the same proportions as their ownership, immediately prior to such
reorganization,  merger or  consolidation,  of the  Outstanding  Company  Voting
Securities; or

                  (d)  Approval  by the  shareholders  of the  Company  of (i) a
complete  liquidation  or  dissolution  of the  Company  or the  sale  or  other
disposition of all or substantially  all of the assets of the Company,  and (ii)
the  subsequent   consummation  of  such  liquidation,   dissolution,   sale  or
disposition.

         3.       Employment Period; Other Agreements.

                  (a) The Company hereby agrees to continue the Executive in its
employ,  and the Executive hereby agrees to remain in the employ of the Company,
in accordance  with the terms and provisions of this  Agreement,  for the period
commencing on the  Effective  Date and ending on the third  anniversary  of such
date (the "Employment Period").

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                  (b)  The  rights  and  obligations  of  the  Company  and  the
Executive  hereunder  are  separate  from  and  independent  of the  rights  and
obligations of such parties under that certain Employment  Agreement between the
Company  and the  Executive,  dated as of April 1,  1999,  as may be  amended or
supplemented  from  time to time  (in  either  case,  the  "Existing  Employment
Agreement"),  provided  that  all base  salary,  bonus  compensation,  severance
payments,  employee  benefits and other amounts paid or benefits  provided under
the  Existing  Employment  Agreement  shall be credited  against  amounts due to
Executive hereunder.

         4.       Terms of Employment.

                  (a)      Position and Duties.

                           (i) During the Employment Period, (A) the Executive's
position  (including  status,  offices,  titles  and  reporting   requirements),
authority,  duties and  responsibilities  shall be at least  commensurate in all
material  respects  with  the most  significant  of those  held,  exercised  and
assigned  at any  time  during  the  90-day  period  immediately  preceding  the
Effective  Date  and (B) the  Executive's  services  shall be  performed  at the
location  where the Executive was employed  immediately  preceding the Effective
Date or any office which is the  headquarters of the Company and is less than 35
miles from such location.

                           (ii) During the Employment  Period, and excluding any
periods of  vacation  and sick leave to which the  Executive  is  entitled,  the
Executive agrees to devote reasonable  attention and time during normal business
hours to the business and affairs of the Company and, to the extent necessary to
discharge the responsibilities  assigned to the Executive hereunder,  to use the
Executive's  reasonable best efforts to perform  faithfully and efficiently such
responsibilities.  During the  Employment  Period it shall not be a violation of
this Agreement for the Executive to (A) serve on corporate,  civic or charitable
boards or committees;  (B) deliver  lectures,  fulfill  speaking  engagements or
teach at educational institutions;  or (C) manage personal investments,  so long
as such  activities do not  significantly  interfere with the performance of the
Executive's  responsibilities  as an employee of the Company in accordance  with
this  Agreement.  It is expressly  understood and agreed that to the extent that
any such  activities have been conducted by the Executive prior to the Effective
Date,  the continued  conduct of such  activities  (or the conduct of activities
similar in nature and scope thereto)  subsequent to the Effective Date shall not
thereafter  be deemed  to  interfere  with the  performance  of the  Executive's
responsibilities to the Company.

<PAGE>

                  (b)      Compensation.

                           (i) Base Salary.  During the Employment  Period,  the
Executive  shall  receive an annual base salary  ("Annual Base  Salary"),  which
shall be paid in equal installments on a monthly basis, at least equal to twelve
times the highest  monthly  base salary paid or payable to the  Executive by the
Company  and its  affiliated  companies  in respect of the  twelve-month  period
immediately  preceding the month in which the Effective Date occurs.  During the
Employment  Period,  the Annual Base Salary shall be reviewed at least  annually
and  shall  be  increased  at any  time  and  from  time  to time  as  shall  be
substantially  consistent with increases in base salary generally awarded in the
ordinary  course of  business  to other peer  executives  of the Company and its
affiliated  companies.  Any  increase in Annual  Base Salary  shall not serve to
limit or reduce any other  obligation  to the  Executive  under this  Agreement.
Annual Base Salary  shall not be reduced  after any such  increase  and the term
Annual  Base Salary as  utilized  in this  Agreement  shall refer to Annual Base
Salary  as so  increased.  As used  in  this  Agreement,  the  term  "affiliated
companies" shall include any company  controlled by, controlling or under common
control with the Company.

                           (ii) Annual Bonus. In addition to Annual Base Salary,
the  Executive  shall be  awarded,  for  each  fiscal  year  ending  during  the
Employment  Period,  an annual bonus (the "Annual Bonus") in cash at least equal
to the  highest  annual  bonus  paid or  payable,  including  by  reason  of any
deferral,  to the  Executive  by the Company  and its  affiliated  companies  in
respect of the three fiscal years immediately preceding the fiscal year in which
the Effective Date occurs (the "Recent Bonus").  Each such Annual Bonus shall be
paid no later than the end of the third month of the fiscal year next  following
the fiscal  year for which the Annual  Bonus is  awarded,  unless the  Executive
shall elect to defer the receipt of such Annual Bonus. In the event that, at the
Effective  Date,  the  Executive  has not been awarded a bonus for a full fiscal
year, then the Recent Bonus shall be deemed to be 50% of the Annual Base Salary.
The Annual Bonus for the  Company's  1999 fiscal year shall be deemed to include
all business earned and paid through July, 1999.

                           (iii) Incentive, Savings and Retirement Plans. During
the  Employment  Period,  the Executive  shall be entitled to participate in all
incentive,  savings and  retirement  plans,  practices,  policies  and  programs
applicable  generally to other peer executives of the Company and its affiliated
companies,  but in no event shall such plans,  practices,  policies and programs
provide the Executive  with  incentive  opportunities  (measured with respect to
both regular and special  incentive  opportunities,  to the extent, if any, that
such distinction is applicable),  savings  opportunities and retirement  benefit
opportunities,  in each case,  less favorable,  in the aggregate,  than the most
favorable of those provided by the Company and its affiliated  companies for the
Executive under such plans, practices, policies and programs as in effect at any
time during the 90-day period  immediately  preceding  the Effective  Date or if
more favorable to the Executive,  those provided generally at any time after the
Effective  Date to other  peer  executives  of the  Company  and its  affiliated
companies.

<PAGE>

                           (iv) Welfare  Benefit  Plans.  During the  Employment
Period,  the Executive and/or the Executive's  family, as the case may be, shall
be eligible for  participation  in and shall receive all benefits  under welfare
benefit plans, practices,  policies and programs provided by the Company and its
affiliated  companies  (including,  without limitation,  medical,  prescription,
dental,  disability,  salary continuance,  employee life, group life, accidental
death and travel accident insurance plans and programs) to the extent applicable
generally to other peer executives of the Company and its affiliated  companies,
but in no event shall such plans,  practices,  policies and programs provide the
Executive with benefits  which are less  favorable,  in the aggregate,  than the
most favorable of such plans, practices, policies and programs in effect for the
Executive  at any time  during  the  90-day  period  immediately  preceding  the
Effective Date or, if more favorable to the Executive,  those provided generally
at any time after the Effective Date to other peer executives of the Company and
its affiliated companies.

                           (v)  Expenses.  During  the  Employment  Period,  the
Executive shall be entitled to receive prompt  reimbursement  for all reasonable
employment  expenses  incurred  by the  Executive  in  accordance  with the most
favorable  policies,  practices and procedures of the Company and its affiliated
companies  in effect for the  Executive  at any time  during  the 90-day  period
immediately preceding the Effective Date or, if more favorable to the Executive,
as in  effect  generally  at any time  thereafter  with  respect  to other  peer
executives of the Company and its affiliated companies.

                           (vi) Fringe Benefits.  During the Employment  Period,
the Executive  shall be entitled to fringe  benefits in accordance with the most
favorable  plans,  practices,  programs  and  policies  of the  Company  and its
affiliated  companies in effect for the  Executive at any time during the 90-day
period  immediately  preceding the Effective  Date or, if more  favorable to the
Executive,  as in effect  generally at any time thereafter with respect to other
peer executives of the Company and its affiliated companies.

                           (vii) Office and Support Staff. During the Employment
Period,  the  Executive  shall be entitled to an office or offices of a size and
with furnishings and other appointments,  and to exclusive personal  secretarial
and other  assistance,  at least equal to the most  favorable  of the  foregoing
provided to the  Executive  by the Company and its  affiliated  companies at any
time during the 90-day period  immediately  preceding the Effective  Date or, if
more favorable to the Executive,  as provided  generally at any time  thereafter
with  respect  to  other  peer  executives  of the  Company  and its  affiliated
companies.

                           (viii) Vacation.  During the Employment  Period,  the
Executive  shall  be  entitled  to paid  vacation  in  accordance  with the most
favorable  plans,  policies,  programs  and  practices  of the  Company  and its
affiliated  companies  as in effect  for the  Executive  at any time  during the
90-day period immediately  preceding the Effective Date or, if more favorable to
the Executive,  as in effect  generally at any time  thereafter  with respect to
other peer executives of the Company and its affiliated companies.

<PAGE>

         5.       Termination of Employment.

                  (a) Death or  Disability.  The  Executive's  employment  shall
terminate  automatically  upon the  Executive's  death or Disability  during the
Employment  Period. If the Company  determines in good faith that the Disability
of the  Executive has occurred  during the  Employment  Period  (pursuant to the
definition of Disability set forth below),  it may give to the Executive written
notice in  accordance  with Section  12(b) of its  intention  to  terminate  the
Executive's  employment.  In such event,  the  Executive's  employment  with the
Employer shall terminate  effective on the 30th day after receipt of such notice
by the Executive (the "Disability Effective Date"), provided that, within the 30
days after such  receipt,  the  Executive  shall not have  returned to full-time
performance  of  the  Executive's   duties.  For  purposes  of  this  Agreement,
"Disability" shall mean the absence of the Executive from the Executive's duties
with the Company,  due to physical or mental  illness or injury,  on a full-time
basis for a period of four consecutive  months, or for a total of four months in
any  six-month  period.  Incapacity  due to mental or physical  illness which is
determined  to be total and  permanent  shall be by a physician  selected by the
Company or its insurers and acceptable to the Executive or the Executive's legal
representative   (such  agreement  as  to  acceptability   not  to  be  withheld
unreasonably).

                  (b)  Cause.   The  Company  may  terminate   the   Executive's
employment  during  the  Employment  Period  for  Cause.  For  purposes  of this
Agreement,  "Cause"  shall mean (i) a material  breach by the  Executive  of the
Executive's obligations under Section 4(a) (other than as a result of incapacity
due to physical or mental illness) which is demonstrably  willful and deliberate
on the Executive's  part, which is committed in bad faith or without  reasonable
belief that such breach is in the best interests of the Company and which is not
remedied  within ten (10) days after receipt of written  notice from the Company
specifying such breach;  (ii) Executive'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  Executive of
written  notice  of the  need  to  cure  or  cease;  (iii)  Executive'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) Executive's
conviction  of a  felony  or  other  crime  involving  moral  turpitude;  or (v)
Executive's  abuse of alcohol or drugs (legal or illegal) that, in the Company's
reasonable  judgment,  substantially  impairs Executive's ability to perform his
duties hereunder.

                  (c) Good Reason; Window Period. The Executive's employment may
be terminated (i) during the Employment  Period by the Executive for Good Reason
or (ii)  during the Window  Period by the  Executive  without  any  reason.  For
purposes of this  Agreement,  the "Window  Period"  shall mean the 30-day period
immediately  following  the one year  anniversary  of the  Effective  Date.  For
purposes of this Agreement, "Good Reason" shall mean:

<PAGE>

                           (i) the  assignment  to the  Executive  of any duties
inconsistent in any respect with the  Executive's  position  (including  status,
offices,   titles   and   reporting   requirements),    authority,   duties   or
responsibilities  or any other  action  which  results in a  diminution  in such
position,  authority, duties or responsibilities,  excluding for this purpose an
isolated,  insubstantial and inadvertent action not taken in bad faith and which
is remedied by the Company  promptly  after  receipt of written  notice  thereof
given by the Executive;

                           (ii) any failure by the Company to comply with any of
the  provisions  of Section  4(b),  other than an  isolated,  insubstantial  and
inadvertent  failure  not  occurring  in bad faith and which is  remedied by the
Company promptly after receipt of written notice thereof given by the Executive;

                           (iii) the  Company's  requiring  the  Executive to be
based at any office or location  other than that  described in Section 4 (a) (i)
(B);

                           (iv) any purported  termination by the Company of the
Executive's  employment otherwise than as expressly permitted by this Agreement;
or

                           (v) any  failure by the  Company  to comply  with and
satisfy  Section  11(c),  provided that such successor has received at least ten
days prior written notice from the Company or the Executive of the  requirements
of Section 11(c).

         For purposes of  this  Section 5(c),  any  good  faith determination of
"Good Reason" made by the Executive shall be conclusive.

                  (d) Notice of Termination.  Any termination by the Company for
Cause,  or by the  Executive  without any reason during the Window Period or for
Good Reason,  shall be  communicated by Notice of Termination to the other party
hereto given in accordance with Section 12(b). For purposes of this Agreement, a
"Notice of Termination"  means a written notice which (i) indicates the specific
termination  provision  in  this  Agreement  relied  upon,  (ii)  to the  extent
applicable,  sets forth in reasonable detail the facts and circumstances claimed
to  provide a basis for  termination  of the  Executive's  employment  under the
provision so indicated and (iii) if the Date of  Termination  (as defined below)
is other than the date of receipt of such notice, specifies the termination date
(which date shall be not more than 15 days after the giving of such notice). The
failure  by the  Executive  or  the  Company  to set  forth  in  the  Notice  of
Termination  any fact or  circumstance  which  contributes  to a showing of Good
Reason  or Cause  shall not waive  any  right of the  Executive  or the  Company
hereunder or preclude the Executive or the Company from  asserting  such fact or
circumstance in enforcing the Executive's or the Company's rights hereunder.

                  (e) Date of Termination.  "Date of  Termination"  means (i) if
the  Executive's  employment is  terminated by the Company for Cause,  or by the

<PAGE>

Executive  during the Window  Period or for Good Reason,  the date of receipt of
the Notice of Termination or any later date specified  therein,  as the case may
be, (ii) if the  Executive's  employment is terminated by the Company other than
for Cause,  Disability or death,  the Date of  Termination  shall be the date on
which the Company  notifies the Executive of such  termination  and (iii) if the
Executive's employment is terminated by reason of death or Disability,  the Date
of  Termination  shall be the date of death of the  Executive or the  Disability
Effective Date, as the case may be.

         6.       Obligation of the Company upon Termination

                  (a) Good  Reason or during the Window  Period;  Other Than for
Cause, Death or Disability.  If, during the Employment Period, the Company shall
terminate the Executive's  employment other than for Cause,  Disability or death
or the Executive  shall terminate  employment  either for Good Reason or without
any reason during the Window Period:

                           (i) the Company  shall pay to the Executive in a lump
sum in cash within 30 days after the Date of  Termination  the  aggregate of the
following amounts:

                                    A.  the  sum of (1) the  Executive's  Annual
         Base  Salary  through  the  Date  of  Termination  to  the  extent  not
         theretofore  paid, (2) a pro-rated  portion of the Annual Bonus, due to
         the Executive pursuant to Section 4(b)(ii), for the then current fiscal
         year,  based upon the portion of such fiscal year  elapsed  through the
         Date of Termination and (3) any compensation previously deferred by the
         Executive  (together with any accrued interest or earnings thereon) and
         any accrued  vacation  pay, in each case to the extent not  theretofore
         paid (the sum of the  amounts  described  in clauses  (1),  (2) and (3)
         shall be hereinafter referred to as the "Base Severance Amount"); and

                                    B. an amount equal to 300% of the  aggregate
         of  Executive's  Annual  Base  Salary  determined  as of  the  Date  of
         Termination plus the Annual Bonus (the "Additional Severance Amount").

                           (ii) for the remainder of the Employment  Period,  or
such longer  period as any plan,  program,  practice or policy may provide,  the
Company shall continue  benefits to the Executive and/or the Executive's  family
at least  equal to those which  would have been  provided to them in  accordance
with the plans,  programs,  practices and policies described in Section 4(b)(iv)
if the  Executive's  employment had not been  terminated in accordance  with the
most  favorable  plans,  practices,  programs or policies of the Company and its
affiliated  companies  as in  effect  and  applicable  generally  to other  peer
executives and their families during the 90-day period immediately preceding the
Effective Date or, if more favorable to the Executive, as in effect generally at
any time thereafter with respect to other peer executives of the Company and its
affiliated  companies  and  their  families,  provided,  however,  that  if  the
Executive  becomes  reemployed with another  employer and is eligible to receive
medical or other welfare  benefits  under another  employer  provided  plan, the
medical and other welfare benefits  described herein shall be secondary to those
provided  under such other plan during  such  applicable  period of  eligibility
(such  continuation of such benefits for the applicable  period herein set forth
shall  be  hereinafter  referred  to as  "Welfare  Benefit  Continuation").  For
purposes of  determining  eligibility  of the  Executive  for  retiree  benefits
pursuant to such plans, practices, programs and policies, the Executive shall be
considered to have remained  employed until the end of the Employment Period and
to have retired on the last day of such period; and

<PAGE>

                           (iii) to the extent not theretofore  paid or provided
the Company shall timely pay or provide to the Executive  and/or the Executive's
family any other  amounts or  benefits  required to be paid or provided or which
the Executive  and/or the Executive's  family is eligible to receive pursuant to
this  Agreement and under any plan,  program,  policy or practice or contract or
agreement  of  the  Company  and  its  affiliated  companies  as in  effect  and
applicable  generally to other peer  executives  and their  families  during the
90-day period immediately  preceding the Effective Date or, if more favorable to
the Executive, as in effect generally within 180 days thereafter with respect to
other peer  executives  of the Company and its  affiliated  companies  and their
families (such other amounts and benefits  shall be  hereinafter  referred to as
the "Other Benefits").

                  (b) Death.  If the  Executive's  employment  is  terminated by
reason of the  Executive's  death during the Employment  Period,  this Agreement
shall   terminate   without  further   obligations  to  the  Executive's   legal
representatives  under  this  Agreement,  other  than  for  payment  of the Base
Severance Amount (which shall be paid to the Executive's  estate or beneficiary,
as applicable,  in a lump sum in cash within 30 days of the Date of Termination)
and the timely  payment or provision  of the Welfare  Benefit  Continuation  and
Other Benefits.

                  (c) Disability. If the Executive's employment is terminated by
reason  of  the  Executive's  Disability  during  the  Employment  Period,  this
Agreement shall terminate  without further  obligations to the Executive,  other
than for payment of Base Severance  Amount (which shall be paid to the Executive
in a lump sum in cash within 30 days of the Date of Termination)  and the timely
payment or provision of the Welfare Benefit Continuation and Other Benefits.

                  (d) Cause;  Other  than for Good  Reason.  If the  Executive's
employment  shall be terminated  for Cause during the  Employment  Period,  this
Agreement  shall terminate  without  further  obligations to the Executive other
than the obligation to pay to the Executive  Annual Base Salary through the Date
of Termination  plus the amount of any compensation  previously  deferred by the
Executive,  in each case to the  extent  theretofore  unpaid.  If the  Executive
terminates  employment  during the  Employment  Period,  excluding a termination
either for Good  Reason or without  any reason  during the Window  Period,  this
Agreement shall terminate  without further  obligations to the Executive,  other
than for the Base Severance  Amount and the timely payment or provision of Other
Benefits. In such case, the Base Severance Amount shall be paid to the Executive
in a lump sum in cash within 30 days of the Date of Termination.

<PAGE>

         7. Non-exclusivity of Rights.  Except as provided in Sections 6(a)(ii),
6(b) and 6(c),  nothing in this Agreement shall prevent or limit the Executive's
continuing  or future  participation  in any plan,  program,  policy or practice
provided by the  Company or any of its  affiliated  companies  and for which the
Executive may qualify,  nor shall anything herein limit or otherwise affect such
rights as the  Executive  may have  under any  contract  or  agreement  with the
Company or any of its affiliated companies. Amounts which are vested benefits or
which the  Executive is otherwise  entitled to receive  under any plan,  policy,
practice or program of or any contract or  agreement  with the Company or any of
its affiliated  companies at or subsequent to the Date of  Termination  shall be
payable in accordance with such plan, policy, practice or program or contract or
agreement except as explicitly modified by this Agreement.

         8.       Full Settlement; Resolution of Disputes.

                  (a) In no event shall the Executive be obligated to seek other
employment or take any other action by way of mitigation of the amounts  payable
to the Executive  under any of the provisions of this  Agreement and,  except as
provided in Section  6(a)(ii),  such amounts shall not be reduced whether or not
the Executive  obtains other  employment.  The  prevailing  party of any dispute
shall be entitled to receive  prompt  payment from the other party,  to the full
extent  permitted by law, for all legal fees and expenses  which the  prevailing
party  may  reasonably  incur as a result of any  contest  by the  Company,  the
Executive or others of the validity or  enforceability  of, or liability  under,
any  provision  of  this  Agreement  or any  guarantee  of  performance  thereof
(including as a result of any contest by the  Executive  about the amount of any
payment pursuant to this Agreement), plus interest on any delayed payment at the
applicable Federal rate provided for in Section 7872(f)(2)(A) of the Code.

                  (b) If there shall be any dispute  between the Company and the
Executive (i) in the event of any termination of the  Executive's  employment by
the Company, whether such termination was for Cause, or (ii) in the event of any
termination of employment by the Executive,  whether Good Reason existed,  then,
unless and until there is a final  determination in arbitration,  as provided in
Section 13 hereof,  as to which all appeal  rights have lapsed,  declaring  that
such termination was for Cause or that the determination by the Executive of the
existence of Good Reason was not made in good faith,  the Company  shall pay all
amounts,  and provide all  benefits,  to the  Executive  and/or the  Executive's
family or other  beneficiaries,  as the case may be, that the  Company  would be
required to pay or provide  pursuant to Section 6(a) as though such  termination
were  by the  Company  without  Cause  or by the  Executive  with  Good  Reason;
provided,  however,  that the Company  shall not be required to pay any disputed
amounts  pursuant to this paragraph  except upon receipt of an undertaking by or
on behalf of the  Executive to repay all such amounts to which the  Executive is
ultimately  adjudged by such court not to be  entitled.

<PAGE>

         9.  Certain  Additional Payments by the Company.

                  (a)    Anything   in   this    Agreement   to   the   contrary
notwithstanding,  in the  event it  shall be  determined  that  any  payment  or
distribution by the Company to or for the benefit of the Executive (whether paid
or  payable  or  distributed  or  distributable  pursuant  to the  terms of this
Agreement or otherwise, but determined without regard to any additional payments
required under this Section 9) (a "Payment")  would be subject to the excise tax
imposed by Section 4999 of the Code or any interest or penalties are incurred by
the  Executive  with respect to such excise tax (such excise tax,  together with
any such interest and penalties, are hereinafter collectively referred to as the
"Excise  Tax"),  then the  Executive  shall be entitled to receive an additional
payment (a  "Gross-Up  Payment")  in an amount  such that  after  payment by the
Executive of all taxes (including any interest or penalties imposed with respect
to such  taxes),  including,  without  limitation,  any  income  taxes  (and any
interest and penalties imposed with respect thereto) and Excise Tax imposed upon
the Gross-Up  Payment,  the Executive  retains an amount of the Gross-Up Payment
equal to the Excise Tax imposed upon the Payments.

                  (b)  Subject  to  the   provisions   of  Section   9(c),   all
determinations  required to be made under this Section 9, including  whether and
when a Gross-Up  Payment is required and the amount of such Gross-Up Payment and
the assumptions to be utilized in arriving at such determination,  shall be made
by Pricewaterhouse  Coopers,  L.L.P. (the "Accounting Firm") which shall provide
detailed supporting calculations both to the Company and the Executive within 15
business days of the receipt of notice from the Executive  that there has been a
Payment,  or such earlier time as is requested by the Company. In the event that
the  Accounting  Firm is serving as  accountant  or auditor for the  individual,
entity or group  effecting the Change of Control,  the  Executive  shall appoint
another  nationally  recognized  accounting  firm  to  make  the  determinations
required  hereunder  (which  accounting  firm shall then be  referred  to as the
Accounting Firm  hereunder).  All fees and expenses of the Accounting Firm shall
be borne solely by the Company.  Any Gross-Up Payment, as determined pursuant to
this Section 9, shall be paid by the Company to the  Executive  within five days
of the receipt of the Accounting  Firm's  determination.  If the Accounting Firm
determines that no Excise Tax is payable by the Executive,  it shall furnish the
Executive  with a written  opinion  that failure to report the Excise Tax on the
Executive's  applicable  federal  income  tax  return  would  not  result in the
imposition  of a  negligence  or  similar  penalty.  Any  determination  by  the
Accounting Firm shall be binding upon the Company and the Executive. As a result
of the uncertainty in the application of Section 4999 of the Code at the time of
the initial determination by the Accounting Firm hereunder,  it is possible that
Gross-Up  Payments which will not have been made by the Company should have been
made  ("Underpayment"),  consistent  with the  calculations  required to be made
hereunder.  In the event that the  Company  exhausts  its  remedies  pursuant to
Section 9(c) and the  Executive  thereafter is required to make a payment of any
Excise Tax, the Accounting Firm shall  determine the amount of the  Underpayment
that has  occurred  and any such  Underpayment  shall  be  promptly  paid by the
Company to or for the benefit of the Executive.

<PAGE>

                  (c) The  Executive  shall notify the Company in writing of any
claim by the Internal  Revenue  Service that, if  successful,  would require the
payment by the Company of the Gross-Up Payment. Such notification shall be given
as soon as  practicable  but no later than ten business days after the Executive
is informed in writing of such claim and shall apprise the Company of the nature
of such  claim and the date on which  such claim is  requested  to be paid.  The
Executive  shall not pay such claim prior to the expiration of the 30-day period
following the date on which it gives such notice to the Company (or such shorter
period  ending on the date that any payment of taxes with  respect to such claim
is  due).  If the  Company  notifies  the  Executive  in  writing  prior  to the
expiration  of such period that it desires to contest such claim,  the Executive
shall:

                           (i)  give  the  Company  any  information  reasonably
requested by the Company relating to such claim,

                           (ii) take such action in connection  with  contesting
such claim as the Company shall reasonably request in writing from time to time,
including,  without limitation,  accepting legal  representation with respect to
such claim by an attorney reasonably selected by the Company,

                           (iii)  cooperate  with the  Company  in good faith in
order effectively to contest such claim, and

                           (iv)  permit  the  Company  to   participate  in  any
proceedings relating to such claim;

provided,  however,  that the Company  shall bear and pay directly all costs and
expenses  (including  additional  interest and penalties) incurred in connection
with such contest and shall  indemnify  and hold the Executive  harmless,  on an
after-tax  basis,  for any  Excise  Tax or income tax  (including  interest  and
penalties with respect thereto) imposed as a result of such  representation  and
payment of costs and expenses. Without limitation on the foregoing provisions of
this Section 9(c), the Company shall control all proceedings taken in connection
with such  contest  and,  at its sole  option,  may  pursue or forgo any and all
administrative  appeals,  proceedings,  hearings and conferences with the taxing
authority  in respect of such claim and may, at its sole option,  either  direct
the  Executive  to pay the tax claimed and sue for a refund or contest the claim
in any permissible manner, and the Executive agrees to prosecute such contest to
a  determination  before  any  administrative  tribunal,  in a court of  initial
jurisdiction  and  in  one or  more  appellate  courts,  as  the  Company  shall
determine;  provided,  however, that if the Company directs the Executive to pay
such claim and sue for a refund,  the Company  shall  advance the amount of such
payment to the Executive, on an interest-free basis and shall indemnify and hold
the Executive harmless, on an after-tax basis, from any Excise Tax or income tax
(including  interest or penalties with respect  thereto) imposed with respect to
such advance or with respect to any imputed income with respect to such advance;
and further  provided that any extension of the statute of limitations  relating
to payment of taxes for the taxable year of the Executive  with respect to which
such  contested  amount is claimed to be due is limited solely to such contested
amount.  Furthermore,  the Company's  control of the contest shall be limited to
issues with respect to which a Gross-Up  Payment would be payable  hereunder and
the  Executive  shall be entitled to settle or contest,  as the case may be, any
other  issue  raised  by  the  Internal  Revenue  Service  or any  other  taxing
authority.

<PAGE>

                  (d) If,  after  the  receipt  by the  Executive  of an  amount
advanced  by the  Company  pursuant  to  Section 9 (c),  the  Executive  becomes
entitled to receive any refund with respect to such claim,  the Executive  shall
(subject to the  Company's  complying  with the  requirements  of Section  9(c))
promptly  pay to the  Company  the  amount  of such  refund  (together  with any
interest paid or credited thereon after taxes applicable thereto). If, after the
receipt by the  Executive  of an amount  advanced  by the  Company  pursuant  to
Section 9(c), a  determination  is made that the Executive shall not be entitled
to any refund  with  respect to such claim and the  Company  does not notify the
Executive in writing of its intent to contest such denial of refund prior to the
expiration  of 30 days  after such  determination,  then such  advance  shall be
forgiven  and shall not be required to be repaid and the amount of such  advance
shall offset, to the extent thereof,  the amount of Gross-Up Payment required to
be paid.

         10. Confidential  Information.  The Executive shall hold in a fiduciary
capacity for the benefit of the Company all secret or confidential  information,
knowledge or data  relating to the Company or any of its  affiliated  companies,
and their respective businesses, which shall have been obtained by the Executive
during  the  Executive's  employment  by the  Company  or any of its  affiliated
companies and which shall not be or become public  knowledge (other than by acts
by the  Executive  or  representatives  of the  Executive  in  violation of this
Agreement).  After  termination of the Executive's  employment with the Company,
the Executive shall not,  without the prior written consent of the Company or as
may otherwise be required by law or legal  process,  communicate  or divulge any
such  information,  knowledge or data to anyone other than the Company and those
designated by it.

         11.      Successors.

                  (a) This  Agreement is personal to the  Executive  and without
the  prior  written  consent  of the  Company  shall  not be  assignable  by the
Executive  otherwise than by will or the laws of descent and distribution.  This
Agreement  shall inure to the benefit of and be enforceable  by the  Executive's
legal representatives.

                  (b)  This  Agreement  shall  inure  to the  benefit  of and be
binding upon the Company and its successors and assigns.

                  (c) The Company will require any successor  (whether direct or
indirect,   by  purchase,   merger,   consolidation  or  otherwise)  to  all  or
substantially  all of the  business  and/or  assets  of the  Company  to  assume
expressly and agree to perform this Agreement in the same manner and to the same
extent  that the Company  would be required to perform it if no such  succession
had taken place. As used in this Agreement,  "Company" shall mean the Company as
hereinbefore  defined  and  any  successor  to its  business  and/or  assets  as
aforesaid  which  assumes and agrees to perform  this  Agreement by operation of
law, or otherwise.

<PAGE>

         12.      Miscellaneous.

         (a) This  Agreement  shall be governed by and  construed in  accordance
with the laws of the  State of  Florida,  without  reference  to  principles  of
conflict of laws.  The captions of this Agreement are not part of the provisions
hereof and shall have no force or effect.  This  Agreement may not be amended or
modified otherwise than by a written agreement executed by the parties hereto or
their respective successors and legal representatives.

         (b) All notices and other communications  hereunder shall be in writing
and shall be given by personal  delivery,  express delivery service or facsimile
transmission,  or by registered or certified  mail,  return  receipt  requested,
postage prepaid, addressed as follows:

                                        If to the Executive:

                                        Thomas B. D'Agostino, Jr.
                                        __________________________
                                        __________________________
                                        __________________________

                                        If to the Company:

                                        Workflow Management, Inc.
                                        240 Royal Palm Way
                                        Palm Beach, Florida 33480
                                        Attention:  President
                                        Fax:  (561) 659-7793

or to such other  address as either  party shall have  furnished to the other in
writing in accordance  herewith.  Notice and  communications  shall be effective
when actually received by the addressee.

                  (c) The  invalidity  or  unenforceability  of any provision of
this  Agreement  shall not affect the  validity or  enforceability  of any other
provision of this Agreement.

                  (d) The Company may withhold  from any amounts  payable  under
this  Agreement  such  Federal,  state or local taxes as shall be required to be
withheld pursuant to any applicable law or regulation.

<PAGE>

                  (e) The  Executive's  or the Company's  failure to insist upon
strict  compliance  with any  provision  hereof or any other  provision  of this
Agreement  or the failure to assert any right the  Executive  or the Company may
have hereunder,  including,  without  limitation,  the right of the Executive to
terminate employment for Good Reason pursuant to Section 5(c)(i)-(v),  shall not
be deemed to be a waiver of such  provision  or right or any other  provision or
right of this Agreement.

                  (f) The Executive and the Company  acknowledge that, except as
may  otherwise  be  provided  under  any other  written  agreement  between  the
Executive and the Company,  including  the Existing  Employment  Agreement,  the
employment  of the  Executive  by the  Company  is "at will"  and,  prior to the
Effective  Date, may be terminated by either the Executive or the Company at any
time. Moreover, if prior to the Effective Date, the Executive's  employment with
the Company  terminates,  then the Executive  shall have no further rights under
this Agreement.

         13. Arbitration. Any unresolved dispute or controversy arising under or
in connection  with this agreement  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 prevailing party in any such proceeding. The arbitration proceeding
shall be held in the county where the Company's principal office is located.


<PAGE>




         IN WITNESS WHEREOF, the Executive has hereunto set the Executive's hand
and, pursuant to the authorization from its Board of Directors,  the Company has
caused  these  presents to be executed in its name on its behalf,  all as of the
day and year first above written.


                                       Company:

                                       WORKFLOW MANAGEMENT, INC.


                                       By:   /s/ Workflow Management, Inc.
                                             ----------------------------------

                                                Name:__________________________
                                                Title:_________________________


                                       Executive:


                                       /s/ Thomas B. D'Agostino, Jr.
                                       ----------------------------------------
                                       Name:  Thomas B. D'Agostino, Jr.