EMPLOYMENT AGREEMENT

     AGREEMENT  made as of the  24th day of  October  1997 by and  between  DISC
GRAPHICS,  INC., a Delaware  corporation (the "Company") and Jeffrey J. Bowe, an
individual residing at________________ (hereinafter called the "Employee").

                              W I T N E S S E T H:


     WHEREAS,  pursuant to an Asset Purchase Agreement dated as of September 19,
1997 (the "Purchase Agreement"),  the Company is acquiring  substantially all of
the assets and  certain of the  liabilities  of Benham  Press  Inc.,  an Indiana
corporation ("Press"); and

     WHEREAS,  the Company and the Employee are  entering  into this  Employment
Agreement  as a condition  precedent  to the  consummation  of the  transactions
contemplated by the Purchase Agreement; and

     WHEREAS,  this  Agreement  is intended to  supersede  and replace all prior
agreements, understandings and arrangements between or among Press, the Company,
and the Employee relating to the employment of the Employee.

     NOW, THEREFORE, it is agreed as follows:

     1.  Retention  of  Services.  The Company  hereby  retains the  services of
Employee,  and  Employee  agrees to furnish  such  services,  upon the terms and
conditions hereinafter set forth.

     2.  Term.  Subject  to  earlier  termination  on the terms  and  conditions
hereinafter  provided,  and further subject to certain  provisions  hereof which
survive the term  hereof,  the term of this  Agreement  shall be  comprised of a
three (3) year period of employment  commencing on the date hereof, and shall be
extended  thereafter for additional one-year periods unless or until the Company
or the  Employee  provides  sixty  (60) days'  notice to the other  party of the
termination of this Agreement.

     3. Duties and Extent of Services  During Period of  Employment.  During the
term of employment, Employee shall be employed by the Company as Midwest General
Manager  or in  such  other  equivalent  positions  with  the  Company  and  its
affiliates  as may be  determined  by the  President  of the  Company.  In  such
capacity, Employee agrees that he shall devote his full time business efforts to
serving the Company and its  affiliates  under the direction of the President of
the Company,  shall perform all duties incident to his position on behalf of the
Company to the best of his ability and shall  perform  such other  duties as may
from time to time be assigned to him by the President of the Company,  including
the following: (i) management of the entire business operations at the Company's
midwest facility,  including overseeing sales, manufacturing and administration;
(ii)  ensuring  the  efficient  workflow of customer  order from the securing of
orders through printing and shipment; (iii) maintaining a high level of internal
controls so as to ensure the  integrity  of the books,  records and  information
<PAGE>
systems;  (iv)  overseeing  sales  strategies  to expand the  Company's  current
customer  base,  as well as adding new business  through  additional  customers,
increased market share and expanded geographic  regions;  and (v) responsibility
for maintaining the morale and productivity of the workforce.

     4. Restriction on Outside Activities.  In light of the nature and extent of
Employee's duties and responsibilities under this Agreement,  Employee shall not
engage in any outside  business  activities on his own account or on the account
of others, with or without compensation,  as principal, agent, broker, employee,
consultant,  adviser or otherwise,  except the simple investment of money on his
own account,  without the prior written consent of the President of the Company,
which consent shall not unreasonably be withheld.  Any proposed outside business
activities  shall be submitted to the  President of the Company in writing prior
to commencing or entering  commitments to commence such activities.  Such notice
shall  contain  sufficient  information  and shall be provided  sufficiently  in
advance to enable the Company to  reasonably  investigate  and assess the impact
that such proposed outside business activities may have on Employee's ability to
perform  his  obligations  under  and  fulfill  the  terms  of  this  Agreement.
Employee's  engagement in prohibited  outside  business  activities  without the
written  prior  approval of the President of the Company,  or without  providing
timely  written  notice  shall  constitute  a material  failure  to perform  the
material duties and responsibilities of his position and a substantial violation
of the terms of this Agreement,  and shall serve as grounds for termination with
cause under paragraph  10(a) hereof;  provided,  however,  that in the event the
Company  believes  that the  Employee  has  engaged in such  prohibited  outside
business  activities,  the Company shall provide  written notice of such alleged
violation  to  the  Employee,   specifying  in  reasonable  detail  the  alleged
violation,  and the Employee  shall be provided with an opportunity to cure such
breach by ceasing  such  conduct or obtaining  such  written  approval  from the
President  of the  Company  within ten (10) days after  receipt of such  notice.
Notwithstanding  the  foregoing,  the Company  permits  Employee to (i) act as a
director,  officer and  shareholder of Press and Benham  Imaging,  (ii) manage a
maximum of two rental  properties,  and (iii) attend up to four  meetings in any
twelve month period during the term hereof as director of Campus Classics Inc.

     5. Remuneration.  During the period of employment, the Company shall pay to
Employee the following compensation for his services:

          (a) The Company shall pay to Employee a salary at the rate of $100,000
per annum, payable in equal bi-weekly  installments,  or in such other manner as
shall be agreeable to the Company and Employee.

          (b) During the initial term of this  Agreement,  the Company shall pay
to  Employee  a bonus  in an  amount  equal to 1.25%  percent  of the net  sales
generated by the accounts  listed on Schedule  5(b) hereto.  For the purposes of
this  Agreement,  "net sales"  shall be deemed to be  generated  in the month in
which the Company receives payment in respect of any invoice. Such bonuses shall
be payable by the Company,  on the fifteenth day of the next succeeding calendar
month.

          (c) The Company  shall issue to  Employee  options to purchase  50,000
shares  of  Common  Stock of the  Company  having a term of five (5)  years,  an
exercise price equal to the average of the closing price of such Common Stock on
the NASDAQ Small Cap Market on the ten (10) days ending three (3) business  days
prior to the date hereof.
<PAGE>
          (d) During any  extension of the initial term,  the Employee  shall be
eligible to participate in the management  employees'  bonus pool in lieu of the
bonus payable to the Employee pursuant to Section 5(b), above.

     6.   Employee Benefits; Car Allowance.

          (a) During the term of this  Agreement,  the Company  shall provide to
the Employee the right to participate in the Company's then existing medical and
dental insurance and other employee benefit plans and policies on the same terms
as are then  generally  available  to the  Company's  employees,  subject to the
Employee's qualification with the standard requirements of such plans.

          (b) During the term of this  Agreement,  the Company  shall provide to
the Employee a car allowance in the amount of $500 per month.

     7.  Disability.  In the event of the  partial or total  physical  or mental
disability  of  the  Employee   during  the  Term,   which  renders  him  unable
substantially  to perform the  essential  functions of his job,  with or without
accommodation,  for a period of 75 days in any  twelve-month  period  during the
term of this  Agreement,  the  Company  may  thereafter,  upon at least 20 days'
written notice to Employee, place him on disability status. After such action by
the Company,  Employee  shall no longer be entitled to receive any  compensation
hereunder until the Employee returns to full-time  status;  provided,  that this
Section 7 is in not intended to and shall in no way alter, amend or diminish any
right the  Employee  may have under the  Americans  with  Disabilities  Act, the
Family and Medical Leave Act or any other federal or state statute or law.

     8.   Confidential Information.

          (a) In the course of Employee's  employment  by the Company,  Employee
will have access to and  possession  of valuable and important  confidential  or
proprietary data or information of the Company and its operations. Employee will
not  during  Employee's  employment  by the  Company  or at any time  thereafter
divulge or  communicate  to any person nor shall  Employee  direct any employee,
representative  or  agent  of  the  Company  or its  affiliates  to  divulge  or
communicate  to any person or entity  (other than to a person or entity bound by
confidentiality  obligations similar to those contained herein and other than as
necessary in performing  Employee's duties hereunder) or use to the detriment of
the Company or for the benefit of any other person or entity,  including without
limitation  any  competitor,  supplier,  licensor,  licensee  or customer of the
Company or Press, any of such confidential or proprietary data or information or
make or remove any copies thereof, whether or not marked or otherwise identified
as "confidential" or "secret." Employee shall take all reasonable precautions in
handling the confidential or proprietary data or information  within the Company
to a strict  need-to-know  basis  and  shall  comply  with any and all  security
systems  and  measures  adopted  from time to time by the Company to protect the
confidentiality of confidential or proprietary data or information.
<PAGE>
          (b) The term "confidential or proprietary data or information" as used
in this Agreement shall mean  information not generally  available to the public
which  possesses  independent  economic value from not being  generally known or
readily  ascertainable to persons or entities who can obtain economic value from
its disclosure or use, including,  without limitation, all database information,
personnel information,  financial information,  customer lists, account lists or
other  account   information,   supplier  lists,  trade  secrets,   patented  or
proprietary  information,  forms,  information  regarding  operations,  systems,
methods,  financing,  services,  know how,  computer and any other  processed or
collated data, computer programs, pricing, marketing and advertising data of the
Company and its subsidiaries and, as of the date hereof, of Press.

          (c)  Employee  will at all times  promptly  disclose to the Company in
such form and manner as the  Company may  reasonably  require,  any  inventions,
improvements  or procedural or  methodological  innovations,  including  without
limitation relating to programs,  methods,  forms, systems,  services,  designs,
marketing  ideas,  products  or  processes  (whether  or not  capable  of  being
trademarked,  copyrighted  or  patented)  conceived  or  developed or created by
Employee during or in connection with Employee's  employment hereunder and which
relate to the business of the Company ("Intellectual Property"). Employee agrees
that all such  Intellectual  Property shall be the sole property of the Company.
Employee  further agrees that Employee will execute such instruments and perform
such acts as may  reasonably  be  requested  by the  Company to  transfer to and
perfect in the  Company  all  legally  protectable  rights in such  Intellectual
Property.

          (d) All  written  materials,  books,  records  and  documents  made by
Employee or coming into Employee's  possession during  Employee's  employment by
the Company concerning any products, processes or equipment manufactured,  used,
developed,  investigated,  purchased,  sold  or  considered  by the  Company  or
otherwise  concerning the business or affairs of the Company,  including without
limitation  any files,  customer  records such as names,  telephone  numbers and
addresses,  lists,  firm records,  brochures and  literature,  shall be the sole
property of the Company, shall not be removed from the Company's premises by the
Employee  other  than  in the  ordinary  course  of  his  employment,  and  upon
termination  of  Employee's  employment  by the Company,  or upon request of the
Company  during  Employee's  employment by the Company,  Employee shall promptly
deliver the same to the Company.  In addition,  upon  termination  of Employee's
employment  by the  Company,  Employee  will  deliver to the  Company  all other
Company  property  in  Employee's   possession  or  under  Employee's   control,
including,  but not limited to, financial statements,  marketing and sales data,
customer  and  supplier  lists,  account  lists and other  account  information,
database information and other documents, and any Company credit cards.

          (e) The Employee  acknowledges  that the  covenants  contained in this
Section 8 are fair and reasonable in order to protect the Company's business and
were a material and necessary  inducement  for the Company to agree to the terms
of this Agreement and the transactions  contemplated by the Purchase  Agreement.
The Employee  further  acknowledges  that he has realized  significant  monetary
benefit  from  these  transactions,  that any  remedy  at law for any  breach or
threatened or attempted breach of the covenants  contained in this Section 8 may
be inadequate  and that the violation of any of the covenants  contained in this
Section  8  will  cause  irreparable  and  continuing  damage  to  the  Company.
Accordingly,  the Company  may seek  specific  performance  or any other mode of
injunctive  and/or  other  equitable  relief to enforce  its  rights  hereunder,
including without  limitation an order restraining any further violation of such
<PAGE>
covenants,  or any other relief a court might award, and such injunctive  relief
shall be cumulative and in addition to any other rights or remedies to which the
Company may be entitled.  The  covenants in this Section 8 shall run in favor of
the Company and its successors and assigns. In addition,  the Employee agrees to
pay the Company the costs it incurs,  including  reasonable  attorneys' fees and
expenses,  in bringing and  prosecuting  any  proceeding to enforce the terms of
this Agreement; provided, that the Company is successful in such proceeding.

          (f) The provisions of this Section 8 shall survive the  termination of
this Employment Agreement.

     9.   Non-Competition.

          (a) During the term of this  Agreement and, other than with respect to
clause  (i) below,  for two years  thereafter  (the  "Restricted  Period"),  the
Employee  shall not,  without the written  consent of the  Company,  directly or
indirectly,

            (i)  become   associated  with,   render  services  to,  invest  in,
represent, advise or otherwise participate in as an officer, employee, director,
stockholder,  partner,  promoter,  agent of,  consultant  for or otherwise,  any
business  which is  conducted  in the State of Indiana and which is  competitive
with the manufacturing and printing specialty packaging business;

            (ii) for the  Employee's own account or for the account of any other
person or entity (A) interfere  with the Company's or Press'  relationship  with
any  of  its  respective  suppliers,  material  customers,   accounts,  brokers,
representatives or agents or (B) contact,  telephone,  meet, solicit or transact
any business with any material  customer,  account or supplier of the Company or
Press who or which  transacts or has transacted  business with the Company Press
at any time during the term of this Agreement, and in the case of Press, six (6)
months prior thereto; or

            (iii) employ or otherwise  engage,  or solicit,  entice or induce on
behalf of the Employee or any other person or entity, the services, retention or
employment  of  any  person  who  has  been  an  employee,  principal,  partner,
stockholder,  sales  representative,  trainee,  consultant  to or  agent  of the
Company or Press within one year of the date of such offer or solicitation.

          (b) Nothing herein  contained  shall be construed as  prohibiting  the
Company or Press  from  pursuing  any other  remedies  available  to it for such
violation, including but not limited to any injunctive or other equitable relief
or the recovery of damages from the Employee.

          (c) The Employee  acknowledges  that the  covenants  contained in this
Section 9 are fair and  reasonable  in order to protect the  Company's or Press'
business and were a material and necessary  inducement  for the Company to agree
to the  terms of this  Agreement  and to the  transactions  contemplated  by the
Purchase  Agreement.  The  Employee  further  acknowledges  that he has realized
significant monetary benefit from these transactions, that any remedy at law for
<PAGE>
any breach or threatened or attempted breach of the covenants  contained in this
Section  9 may be  inadequate  and that the  violation  of any of the  covenants
contained in this Section 9 will cause  irreparable and continuing damage to the
Company.  Accordingly,  the Company may seek specific  performance  or any other
mode of  injunctive  and/or  other  equitable  relief to  enforce  their  rights
hereunder,  including  without  limitation  an  order  restraining  any  further
violation of such covenants,  or any other relief a court might award,  and such
injunctive  relief  shall be  cumulative  and in addition to any other rights or
remedies to which the Company and Press may be entitled.  The  covenants in this
Section 9 shall run in favor of the Company and its successors  and assigns.  In
addition, the Employee agrees to pay the Company the costs it incurs,  including
reasonable  attorneys'  fees and  expenses,  in  bringing  and  prosecuting  any
proceeding to enforce the terms of this Agreement; provided, that the Company is
successful in such proceeding.

          (d) In case any one or more of the terms or  provisions  contained  in
this Section 9 shall for any reason be held invalid,  illegal or  unenforceable,
such invalidity, illegality or unenforceability shall not affect any other terms
or provisions  hereof,  but such term or provision  shall be deemed  modified or
deleted as or to the extent required by applicable law, and such modification or
deletion  shall not affect the validity of the other terms or provisions of this
Section 9. In addition, if any one or more of the restrictions contained in this
Section 9 shall for any reason be held to be  unreasonable  with regard to time,
duration, geographic scope or activity, the parties contemplate and hereby agree
that such restriction shall be modified and shall be enforced to the full extent
compatible  with  applicable  law. The parties  hereto intend that the covenants
contained in this Section 9 shall be deemed a series of separate  covenants  for
each country,  state, county and city. If, in any judicial  proceeding,  a court
shall  refuse to enforce  all the  separate  covenants  deemed  included in this
Section 9 because,  taken together,  they cover too extensive a geographic area,
the parties intend that those of such  covenants  (taken in order of the cities,
counties,  states  and  countries  therein  which are lease  populous)  which if
eliminated would permit the remaining  separate covenants to be enforced in such
proceeding shall, for the purpose of such proceeding,  be deemed eliminated from
the provisions of this Section 9.

          (e) The provisions of this Section 9 shall survive the  termination of
this Employment Agreement.

     10.  Termination.

          (a) The Company may terminate the Employee's  services  hereunder "for
cause" by  delivering  to Employee not less than ten (10) days prior to the date
on which the termination is to be effective, a written notice of termination for
cause  specifying the act, acts or failure to act that constitute the cause. For
the  purposes  of  this  agreement,  "for  cause"  shall  mean;  (i)  any act of
dishonesty,  fraud or embezzlement  adversely  affecting the financial,  market,
reputation or other interests of the Company,  its  subsidiaries or any of their
affiliates,  (ii) in the  event  that the  Employee  is unable  to  perform  the
essential functions of his job, as described in Section 7 hereof, more than once
during the term hereof,  (iii) in the event of a conviction  of the Employee for
any crime of moral  turpitude  or any knowing  violation of any federal or state
securities law or regulation or any crime resulting in his imprisonment for more
than 90 days,  (iv)  failure  to perform  Employees  duties  hereunder,  (v) any
material  breach by the  Employee  of this  Agreement,  or (vi) the death of the
Employee.
<PAGE>
          (b) If the Company terminates  Employee's employment hereunder for any
reason other than "for cause" as set forth in Section 10(a) hereof,  the Company
shall pay to the Employee compensation pursuant to Sections 5(a) and 5(b) hereof
at the time and in the manner  provided  for herein,  and no other  compensation
payable  hereunder shall be payable to the Employee.  If the Company  terminates
Employee's  employment  hereunder  "for  cause"  as set forth in  Section  10(a)
hereof,  Employee  shall not be entitled  to receive  any  further  compensation
hereunder. Employee and the Company acknowledge that the foregoing provisions of
this  paragraph   10(b)  are  reasonable  and  are  based  upon  the  facts  and
circumstances  of the parties at the time of entering into this  Agreement,  and
with due regard to future expectations.

     11.  Notices.  Any  notice to be given to the  Company  hereunder  shall be
deemed sufficient if addressed to the Company in writing and delivered or mailed
by certified or registered mail to it at 10 Gilpin Avenue,  Hauppauge,  New York
11788, Attention: Margaret Krumholz or case to such other address as the Company
may hereafter designate, and a copy to Blau, Kramer, Wactlar & Lieberman,  P.C.,
100 Jericho Quadrangle,  Jericho, New York 11753, Attention: Nancy D. Lieberman,
Esq. Any notice to be given to Employee  hereunder  shall be delivered or mailed
by certified or  registered  mail to him at the address set forth at the head of
this Agreement or such other address as he may hereafter designate.

     12. Successors and Assigns; Third Party Beneficiaries. This Agreement shall
be binding  upon and inure to the benefit of the  successors  and assigns of the
Company, and unless clearly  inapplicable,  all references herein to the Company
shall be deemed to include any such successor. In addition, this Agreement shall
be  binding  upon and  inure  to the  benefit  of the  Employee  and his  heirs,
executors,  legal  representatives  and  assigns;  provided,  however,  that the
obligations of Employee hereunder may not be delegated without the prior written
approval of the Board of Directors of the Company.  The Company and the Employee
acknowledge  and agree that Press and  Imaging are  entitled to the  benefits of
certain  provisions of this Agreement as a third party  beneficiary and shall be
entitled to enforce any such  provision of this Agreement as fully as if it were
the Company or otherwise a party hereto.

     13.  Amendments.  This Agreement may not be altered,  modified,  amended or
terminated except by a written instrument signed by each of the parties hereto.

     14.  Prior  Agreements  Superseded.  This  Agreement  contains  the  entire
agreement of the parties and supersedes any other  agreements,  oral or written,
entered  into  between  Employee  and  the  Company  prior  to the  date of this
Agreement.

     15.  Applicable  Law. This  Agreement  shall be governed by,  construed and
enforced in accordance with the laws of the State of New York, without regard to
conflicts of laws.

     16.  Severability.  If any provision of this  Agreement  shall be held by a
court of  competent  jurisdiction  to be contrary to law or public  policy,  the
remaining provisions shall remain in full force and effect.
<PAGE>
      17.  Waiver.  No term or provision  hereof  shall be deemed  waived and no
breach consented to or excused,  unless such waiver,  consent or excuse shall be
in writing and signed by the party claimed to have waived, consented or excused.
A consent,  waiver or excuse of any breach  shall not  constitute  a consent to,
waiver  or, or excuse of any other or  subsequent  breach  whether or not of the
same kind of the original breach.

      18.  Counterparts.   This  Agreement  may  be  executed  in  two  or  more
counterparts,  all of which taken  together  shall  constitute  one and the same
agreement.

      19. Acknowledgment.  Employee acknowledges that he has carefully read this
Agreement,  has had an opportunity to consult  counsel  regarding this Agreement
and hereby represents and warrants to the Company that Employee's  entering into
this Agreement, and the obligations and duties undertaken by Employee hereunder,
will not conflict with, constitute a breach of or otherwise violate the terms of
any  other  agreement  to which  Employee  is a party and that  Employee  is not
required to obtain the consent of any person, firm,  corporation or other entity
in order to enter into and perform his obligations under this Agreement.

      IN WITNESS WHEREOF,  the parties hereto have executed this Agreement as of
the day and year first above written.

                                         DISC GRAPHICS, INC.

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

                                         ---------------------------------------
                                            Jeffrey J. Bowe