STOCK OPTION AGREEMENT
                             ----------------------

     AGREEMENT made the 24th day of October 1997, between Disc Graphics, Inc., a
Delaware  corporation,  (hereinafter  called the "Company") and Jeffrey J. Bowe,
residing at 7752 Chesapeake West Drive, Indianapolis, Indiana 46326 (hereinafter
called the "Optionee").
                              W I T N E S S E T H:
                              - - - - - - - - - -

     Whereas, the Company,  Benham Press Inc. ("Benham") and the Stockholders of
Benham entered into an Asset Purchase  Agreement dated as of September 19, 1997,
pursuant to which the Company will acquire  substantially  all of the assets and
certain of the liabilities of Benham (the "Acquisition"); and

     Whereas,  in connection with the Acquisition,  the Optionee and the Company
have agreed that, upon the Closing of the Acquisition, the Optionee is to become
an employee of the Company; and

     Whereas,  the Board of Directors  of the Company has  determined  that,  in
connection  with such  employment,  Optionee  is  eligible  for,  and  should be
granted,  upon the Closing of the Acquisition as hereinafter provided, an option
as hereinbelow provided, and Optionee desires to have such option;

     Now,  Therefore,  in consideration of the premises and the mutual covenants
hereinafter set forth, the parties hereto agree as follows:

     1. Grant and Exercise of Option.  The Company  hereby grants to Optionee an
option to  purchase  a total of 50,000  shares of the  authorized  and  unissued
Common Stock of the Company,  having a par value of $.01 per share, at the price
of $4.7625 per share, upon and subject to the following terms and conditions:

          (a) The within  option may be exercised on or before  October 23, 2002
(the "Expiration Date"). The option may not be exercised until the expiration of
six (6) months from the date hereof (the  "Effective  Date") of this  Agreement,
whereupon  this option may be exercised in full. It is expressly  understood and
agreed  that in the event the within  option is not  exercised  on or before the
Expiration  Date,  as to any part or all of the  shares  which may be  purchased
under the option, the right to purchase such shares shall completely lapse;

          (b) Each  exercise  of the within  option  shall be by delivery to the
Company,  at its then principal  office  (attention of the Secretary) of written
notice  stating the number of shares to be purchased,  accompanied by payment in
full of the option  price of such  shares.  The option price shall be payable in
United  States  dollars in cash or by  certified  check,  bank draft,  postal or
express money order; provided, however, that in lieu of payment in full in cash,
an optionee may, with the prior approval of the Board of Directors, exercise his
option by tendering to the Company shares of the Company's Common Stock owned by
him and having a fair market value (as  determined  by the Board of Directors in
its  absolute  discretion)  equal to the cash  exercise  price  (or the  balance
thereof) applicable to his option.

          (c) In the event of each  exercise of the within  option,  the Company
shall  deliver  to the  Optionee,  personally  or at the  Optionee's  designated
address, as soon as practicable,  a certificate made out to the Optionee for the
number of shares being purchased.
<PAGE>
     2.  Non-Transferability  of Option. The option granted under this Agreement
shall  not be  transferred  otherwise  than by will or the laws of  descent  and
distribution  and shall be exercisable  during  Optionee's  lifetime only by the
Optionee. No option granted hereunder shall be subject to execution, attachment,
pledge, hypothecation, or other process.

     3. Death of  Optionee.  Any  option,  the period of which has not  expired,
shall  terminate  at the time of death of the  Optionee,  and no share of Common
Stock may thereafter be delivered pursuant to such option,  except that upon the
death of the  Optionee,  the person or persons  to whom such  Optionee's  rights
under the option are transferred by will or the laws of descent and distribution
may,  within six (6) months after the date of such Optionee's  death,  but in no
event after the  Expiration  Date,  purchase  all or any part of the shares with
respect  to which the  option  was  exercisable  on the date of  termination  of
employment or service in accordance herewith.

     4. Dilution and Other Adjustments. In the event that there is any change in
the  stock  subject  to the  within  option  through  merger,  consolidation  or
reorganization,  or in the event of any  dividend  in stock of the same class to
holders of issued and  outstanding  stock of the same class,  or the issuance to
the holders of such stock of rights to subscribe to stock of the same class,  or
in the event of any split,  combination  or exchange of stock or other change in
the capital  structure  of the  Company,  the Board of  Directors of the Company
shall make such  adjustments  in the within  option as it may deem  equitable to
prevent dilution or enlargement of the rights granted to the optionee hereunder,
and such  adjustments,  when so made,  shall be  conclusive  and  binding on the
parties to this Agreement;  and provided,  further, that nothing herein shall be
construed as limiting or  preventing  the Company from  exercising  any right or
power to make or enter into adjustments, reclassifications,  reorganizations, or
changes  in its  capital  or  business  structure  or to merge,  consolidate  or
dissolve or to sell or transfer all or any part of its business or assets.

     5.    Requirements of Law.

          (a) If any law, regulation of the Securities and Exchange  Commission,
or any regulation of any other  commission or agency having  jurisdiction  shall
require  the  Company or the  Optionee  to take any action  with  respect to the
shares of stock to be acquired upon the exercise of the within option,  then the
date  upon  which  the  Company  shall  deliver  or  cause to be  delivered  the
certificate  or  certificates  for the shares of stock shall be postponed  until
full compliance has been made with all such requirements of law or regulation.

          (b)  Neither  the  Optionee  nor any person or persons  referred to in
Paragraph  3 above,  as the case may be,  shall  be, or shall be deemed to be, a
holder of any shares subject to the within option unless and until  certificates
for such shares are delivered to him or them in accordance  with this Agreement,
and no certificates  may be delivered until the shares  represented  thereby are
paid in full.

     6. Purchase for Investment.  The Optionee represents,  on behalf of himself
and the person or persons  referred to in Paragraph 3 above,  that any shares of
the Company purchased  pursuant to this Agreement will be acquired in good faith
for  investment  and not for resale or  distribution,  and Optionee on behalf of
himself and said person or persons,  agrees that each notice of the  exercise of
the within option shall contain or be accompanied by a representation in writing
signed  by him or  said  person  or  persons,  as  the  case  may  be,  in  form
satisfactory  to the  Company,  that the shares of the  Company to be  purchased
pursuant  to such  notice are being so  acquired  and will not be sold except in
compliance with applicable securities laws. The requirements of this Paragraph 6
may be waived by the  Company if the Company  shall have  received an opinion of
its counsel that such representation is not required.
<PAGE>
     7. Acknowledgment. Optionee represents that he has read and understands the
terms and conditions of this Agreement and agrees to be bound thereby.

     In Witness Whereof, the parties hereto have duly executed this Agreement as
of the day and year first above written.

                                   DISC GRAPHICS, INC.


                                   By:  ____________________________



                                   --------------------------------
                                   Jeffrey J. Bowe, Optionee