STV GROUP, INCORPORATED

                      NON-QUALIFIED MANAGEMENT SAVINGS PLAN

                            (Effective June 1, 2000)



<PAGE>


                             STV GROUP, INCORPORATED
                      NON-QUALIFIED MANAGEMENT SAVINGS PLAN


                  STV GROUP,  INCORPORATED  desires  to  provide  certain of its
employees with an opportunity to accumulate retirement savings through voluntary
salary deferral  contributions and employer  contributions to a plan intended to
constitute a non-qualified  deferred compensation plan which, in accordance with
Sections  201(2),  301(a)(3)  and  401(a)(1) of the Employee  Retirement  Income
Security Act of 1974, is "unfunded and  maintained by an employer  primarily for
the purpose of providing deferred  compensation for a select group of management
or highly compensated employees."

NOW, THEREFORE, to effectuate its intentions, the STV GROUP, INCORPORATED hereby
adopts such a plan effective June 1, 2000, which plan shall be known as the "STV
GROUP, INCORPORATED NON-QUALIFIED MANAGEMENT SAVINGS PLAN."



<PAGE>
                                Table of Contents

Section                              Contents                           Page No.

1        DEFINITIONS...........................................................1

2        MEMBERSHIP IN THE PLAN................................................5
         2.1      Determination of Eligibility.................................5
         2.2      Commencement of Participation................................5
         2.3      Procedure For and Effect of Admission........................5
         2.4      Cessation of Participation...................................5

3        PLAN CONTRIBUTIONS....................................................6
         3.1      Deferral Contributions.......................................6
         3.2      Rules Governing Deferral Contributions.......................6
         3.3      Rules Governing Matching Contributions.......................7
         3.4      Vesting......................................................7

4        PARTICIPANT ACCOUNTS..................................................9
         4.1      Establishment of Accounts....................................9
         4.2      Benefit Allocation...........................................9
         4.3      Irrevocable Allocation.......................................9
         4.4      Directed Adjustment of Certain Accounts......................9
         4.5      Election Limitation.........................................10
         4.6      Investment Obligation of the Employer.......................10

5        BENEFITS.............................................................11
         5.1      Retirement Account..........................................11
         5.2      Fixed Period Account........................................11
         5.3      Distribution on Account of Unforeseeable Emergency..........12
         5.4      Immediate Distribution......................................12
         5.5      Distribution of Accounts....................................12
         5.6      Tax Withholding.............................................12

6        ADMINISTRATION.......................................................13
         6.1      Appointment of Administrator................................13
         6.2      Administrator's Responsibilities............................13
         6.3      Records and Accounts........................................13
         6.4      Administrator's Specific Powers and Duties..................13
         6.5      Delegation..................................................14
         6.6      Construction of the Plan....................................14
         6.7      Employer's Responsibility to Administrator..................14
         6.8      Engagement of Assistants and Advisers; Plan Expenses........14
         6.9      Liability...................................................15
         6.10     Payment of Expenses.........................................15
         6.11     Indemnity of Administrator..................................15


                                      -i-
<PAGE>


7        CLAIMS PROCEDURE.....................................................16
         7.1      Claim.......................................................16
         7.2      Review Procedure............................................16
         7.3      Final Decision..............................................16
         7.4      Appointment of the Named Appeals Fiduciary .................17

8        AMENDMENT AND TERMINATION............................................18
         8.1      Plan Amendment..............................................18
         8.2      No Premature Distribution...................................18
         8.3      Termination of the Plan.....................................18


9        ADOPTION AND WITHDRAWAL BY OTHER ORGANIZATION........................19
         9.1      Affiliates..................................................19
         9.2      Withdrawal..................................................19

10       MISCELLANEOUS........................................................20
         10.1     Supplemental Benefits.......................................20
         10.2     Designation of Beneficiary..................................20
         10.3     Limitation of Participant's Rights..........................20
         10.4     Obligations to Employer.....................................20
         10.5     Nonalienation of Benefits...................................20
         10.6     Unfunded Status of Plan.....................................21
         10.7     Severability................................................21
         10.8     Gender, Singular & Plural...................................21
         10.9     Notice......................................................21
         10.10    Governing Law...............................................21
         10.11    Binding Terms...............................................21
         10.12    Headings....................................................22


                                      -ii-
<PAGE>
                                    Article 1

                                   DEFINITIONS

For  purposes  of the Plan,  the  following  words and  phrases  shall  have the
following  meanings  unless a  different  meaning  is  plainly  required  by the
context.

1.1   "Account"  means each account  established  on the books of account of the
      Employer  to  reflect  the  balance  of Plan  benefits  attributable  to a
      Participant.  An Account shall be credited or debited, as applicable, with
      Deferral  Contributions,  Matching  Contributions,  investment earnings or
      losses  thereon,  and any payments made by the Employer to the Participant
      or the Participant's Beneficiary pursuant to this Plan. The specific types
      of Accounts under this Plan are listed in Section 4.1.

1.2   "Active  Participant"  means a Participant who has an election to defer in
      effect.

1.3   "Administrator"  means the individual or committee appointed to administer
      this Plan  pursuant to Article 6. In the  absence of such an  appointment,
      STV GROUP, INCORPORATED shall be the Administrator.

1.4   "Affiliate"  means any business entity that adopts this Plan in accordance
      with  Article  9 and  (a)  directly  or  indirectly  through  one or  more
      intermediaries controls, is controlled by, or is under common control with
      STV GROUP,  INCORPORATED or (b) is otherwise authorized by the Board to be
      considered an Employer for purposes of this Plan.

1.5   "Authorized  Leave of  Absence"  means an absence  from  employment  by an
      Active  Participant  authorized  by  the  Employer  under  the  Employer's
      standard  personnel  practices.  An  absence  due to  service in the armed
      forces of the United  States  during a period of declared  war or national
      emergency or through the  operation of a compulsory  military  service law
      and/or  during  the  period  thereafter  in which an Active  Participant's
      reemployment  rights are  guaranteed by Federal law shall be considered an
      Authorized Leave of Absence.

1.6   "Beneficiary"  means the  person,  persons,  trust or other  entity that a
      Participant  designates to receive payments in the event of his/her death,
      who is designated  as such in accordance  with Section 10.2. A Participant
      may  designate  a  different  Beneficiary  with  respect  to each  Account
      established for his/her benefit.

1.7   "Board" means the Board of Directors of STV GROUP, INCORPORATED.


                                       1
<PAGE>


1.8   "Bonus"  means any cash  remuneration  paid to an  Eligible  Employee as a
      specific  incentive  award  pursuant to any incentive  plan or arrangement
      adopted by the board of  directors of an  Employer,  including  any amount
      which  would have been paid but for the  Participant's  election to make a
      contribution  therefrom to this Plan or any Employer's plan which includes
      a qualified cash or deferred arrangement under Section 401(k) of the Code.

1.9   "Code"  means the Internal  Revenue  Code of 1986,  and the same as may be
      further amended from time to time.

1.10  "Compensation"  means the  basic  cash  compensation  before  any  payroll
      deductions for taxes or any other purposes,  including regular commissions
      paid by an Employer to an Employee in respect of such  Employee's  Service
      to an Employer during the Plan Year, increased by any amounts with respect
      to which the  Employee  has  elected to defer or reduce  remuneration  for
      federal  income  tax  purposes  (a) under  this  Plan,  (b) under any Code
      Section  401(k) plan sponsored by the Employer or (c) under any "cafeteria
      plan" (as described in Section 125 of the Code) maintained by an Employer.
      Compensation  shall not include any  amounts  paid to the  Employee as (a)
      Bonuses,  (b)  overtime  pay,  (c)  except as  otherwise  provided  in the
      preceding  sentence,  any amounts paid during that Plan Year on account of
      the Employee under this Plan or under any other employee  pension  benefit
      plan (as defined in Section  3(2) of ERISA),  and (d) except as  otherwise
      provided in the preceding  sentence,  any amounts which are not includable
      in the Employee's income for Federal income tax purposes.

1.11  "Deferral  Agreement" means a written  agreement between a Participant and
      the Employer  whereby a  Participant  agrees to defer a portion of his/her
      Compensation  and/or  Bonus  and  the  Employer  agrees  to  provide  Plan
      benefits.

1.12  "Deferral   Contribution"  means  a  Participant's  elective  contribution
      described in Section 3.1.

1.13  "Determination  Date" means June 30th and December  31st of each  calendar
      year  and,  for  each  Participant,  his/her  date of  death,  Retirement,
      Disability or other Termination of Employment.

1.14  "Disability"  means a  physical  or  mental  condition  which  permanently
      prevents a Participant from satisfactorily performing his usual duties for
      an Employer or the duties of such other  position or job which an Employer
      makes  available  to him and for which such  Participant  is  qualified by
      reason of his training, education or experience. The determination whether
      a Participant satisfies this definition of Disability shall be made by the
      Administrator  in accordance with  nondiscriminatory  rules and procedures
      established   by  the   Administrator   (which  may   include  a  physical
      examination, medical reports and other evidence).

1.15  "Effective Date" means June 1, 2000.


                                       2
<PAGE>


1.16  "Eligible  Employee"  means the President of STV GROUP,  INCORPORATED  and
      each  Employee of the Employer who is determined by the President to be in
      a "select  group of  management  or highly  compensated  employees" of the
      Employer  as  defined in ERISA and  applicable  law and  designated  as an
      Eligible Employee by the President.

1.17  "Employee"  means any person who is  receiving  remuneration  for personal
      Services  rendered to an Employer (or would be receiving such remuneration
      except  for  an  Authorized  Leave  of  Absence)  in  the  capacity  of an
      "employee" as defined in Section 3121(d)(1) or (2) of the Code (as opposed
      to that of an independent  contractor),  but excluding  nonresident aliens
      who receive no U.S. earned income from an Employer.

1.18  "Employer"  means  STV  GROUP,  INCORPORATED.  The  term  "Employer"  also
      includes any Affiliate which,  with the consent of the Board,  adopts this
      Plan.

1.19  "Enrollment  Period" means the period from November 15th through  December
      31st  occurring  prior  to  the  first  day of a Plan  Year.  An  "Initial
      Enrollment  Period" shall be established  for each Eligible  Employee upon
      his/her  designation  as an Eligible  Employee,  which shall be the thirty
      (30) day period after the date of such designation.

1.20  "ERISA" means the Employee Retirement Income Security Act of 1974, and the
      same as may be further amended from time to time.

1.21  "Investment  Fund(s)"  means  the  investment  option(s)  available  to  a
      Participant as set forth on Schedule "B", attached hereto and incorporated
      by reference herein,  which serve as a means to measure value increases or
      decreases   with  respect  to  a   Participant's   Accounts.   STV  GROUP,
      INCORPORATED  reserves the right, on a prospective basis, to add or delete
      Investment  Funds. STV GROUP,  INCORPORATED  shall not be required to make
      available the same Investment  Fund(s) to each  Participant or to make any
      Investment Fund available.

1.22  "Matching  Contributions"  means the Employer  contributions  described in
      Section 3.3.

1.23  "Participant"  means any Eligible  Employee who has elected to participate
      in the Plan by entering into a Deferral Agreement.

1.24  "Plan" means the STV Group, Incorporated  Non-Qualified Management Savings
      Plan as described in this  instrument,  and as may be amended from time to
      time.

1.25  "Plan Year" means the twelve (12)  consecutive  month period  beginning on
      each January 1st and ending on the following  December 31st, except that a
      short Plan Year shall begin on the Effective  Date and end on December 31,
      2000.

1.26  "Retirement"  means any severance  from service by a  Participant  for any
      reason  other than death or  Disability  after  attaining  age 65 or after
      attaining age 55 and completing five (5) Years of Service.


                                       3
<PAGE>


1.27  "Service"  means the period of time during  which a  full-time  employment
      relationship  exists  between an Employee and an Employer,  including  any
      period  during  which the Employee is on an  Authorized  Leave of Absence,
      whether paid or unpaid.

1.28  "Termination of Employment"  means separation from active  employment with
      an Employer  resulting from Retirement,  death,  Disability,  voluntary or
      involuntary  severance  of  employment,  or  failure  to  return to active
      employment  with an Employer by the date on which an  Authorized  Leave of
      Absence expires.

1.29  "Year of  Service"  means each period of twelve  (12)  consecutive  months
      beginning  on the  Employee's  first day of being  designated  an Eligible
      Employee and each anniversary thereof.


                                       4
<PAGE>


                                    Article 2

                            PARTICIPATION IN THE PLAN

2.1   Determination  of  Eligibility.  An  Employee  shall  become  an  Eligible
      Employee  upon  being  so  designated  by  the  President  of  STV  GROUP,
      INCORPORATED.

2.2   Commencement  of  Participation.  Each  Employee who is  designated  as an
      Eligible  Employee  on or after the  Effective  Date may elect to become a
      Participant  at any time  during  his/her  Initial  Enrollment  Period  by
      satisfying the requirements of Section 2.3. Any Eligible  Employee who has
      elected not to become a  Participant  during  his/her  Initial  Enrollment
      Period may elect to become a Participant during any Enrollment Period. Any
      Eligible Employee who has voluntarily  ceased to be an Active  Participant
      may elect to become a Participant during any Enrollment Period.

2.3   Procedure For and Effect of Admission.  Each Eligible Employee who desires
      to  participate  in this Plan shall  complete  such forms and provide such
      data as is reasonably required by the Administrator during the appropriate
      Enrollment  Period. By becoming a Participant,  an Eligible Employee shall
      be  deemed  to have  consented  to the  provisions  of this  Plan  and all
      amendments hereto.

2.4   Cessation  of  Participation.  A  Participant  shall cease to be an Active
      Participant on the earlier of:

      A.    the date on which the Plan terminates;

      B.    the date on which he/she ceases to be an Eligible Employee; or

      C.    the  date on which  he/she  is  permitted  by the  Administrator  to
            terminate Deferral Contributions to the Plan.

      A former  Active  Participant  will be  considered a  Participant  for all
      purposes, except with respect to the right to make contributions,  as long
      as he/she retains an Account.


                                       5
<PAGE>


                                    Article 3

                               PLAN CONTRIBUTIONS

3.1   Deferral  Contributions.  Each  Participant  may  authorize  the  Employer
      through a Deferral  Agreement  to reduce  his/her  (a)  Compensation  with
      respect to a Plan Year by any amount not in excess of fifty  percent (50%)
      and/or (b) Bonus with  respect to a Plan Year by any  amount,  and to have
      such amounts  credited to his/her Accounts in accordance with Section 4.2.
      The  Participant  must  complete  and file a Deferral  Agreement  with the
      Administrator during the Enrollment Period which precedes the Plan Year in
      which the  Compensation or Bonus would have been earned. A Participant may
      complete  and file a  Deferral  Agreement  with the  Administrator  during
      his/her Initial  Enrollment  Period,  provided that such agreement applies
      only to  Compensation  and/or  Bonus  which would have been earned in that
      portion  of the Plan Year  following  the  Initial  Enrollment  Period.  A
      deferral shall be made from  Compensation  and/or Bonus as the Participant
      shall  specify;  however,  to the extent the  deferral  is to be made from
      Bonus and no Bonus,  or an insufficient  Bonus,  is payable,  the deferral
      shall be  reduced.  The  Deferral  Agreement  shall state the amount to be
      deferred as a whole percentage of the  Participant's  Compensation  and/or
      Bonus. In addition,  a Participant who files a Deferral  Agreement  during
      any  Enrollment  Period must elect to defer at least one  percent  (1%) of
      either Base Pay or Bonus.

      Notwithstanding the foregoing, a Participant may not make contributions to
      this Plan during any period for which  contributions  must be suspended in
      accordance  with  Treas.  Regulation  Section  1.401(k)-l(d)(2)(iii)(B)(4)
      promulgated  by  the  Internal  Revenue  Service  as a  condition  of  the
      Participant's  receipt  of a  hardship  withdrawal  from  any  plan of the
      Employer  which includes a qualified  cash or deferred  arrangement  under
      Section 401(k) of the Code.

3.2   Rules Governing Deferral Contributions.

      A.    Each  election  to  defer is  irrevocable  during  the Plan  Year or
            partial Plan Year to which it applies. Such election shall remain in
            effect for  subsequent  Plan Years unless  modified or terminated by
            the Participant during an Enrollment Period or as otherwise provided
            in the Plan.

      B.    The amount that a  Participant  elects to defer shall be credited to
            the Participant's Accounts as soon as practicable following the date
            on which the  Participant  is paid the  non-deferred  portion of the
            Compensation which is the source of the deferral.  (In the case of a
            Participant  electing to defer one hundred percent (100%) of his/her
            Bonus, the amount shall be credited to the Participant's  Account as
            soon as practicable following the date on which the Bonus would have
            been paid had the Participant not elected to defer such Bonus.)


      C.    A   Participant's   Deferral   Contributions   shall  be   suspended
            automatically  for any payroll period in which such Participant does
            not receive any  Compensation,  including  periods of an  Authorized
            Leave of Absence.


                                       6
<PAGE>


      D.    A  Participant's  Deferral  Contributions  shall  terminate upon the
            Participant's Termination of Employment.

3.3   Rules Governing Matching Contributions.

      A.    The board of any Employer, in its absolute discretion, may determine
            to credit to a Participant's  Account,  established on behalf of its
            Eligible   Employee,   a  Matching   Contribution.   Each   Matching
            Contribution  shall be expressed as a dollar amount or percentage of
            the Deferral  Contributions made on behalf of the Participant in the
            Plan  Year  to  which  such  Matching  Contribution  relates.  If so
            determined,  the credit  shall be entered as of the last day of such
            Plan Year.  The board of the  Employer  electing to credit  Matching
            Contributions  may  require  employment  on the last day of the Plan
            Year in order to be eligible to receive such Matching Contributions.
            This  provision  shall not be construed as requiring any Employer to
            credit Employer  Matching  Contributions in (or with respect to) any
            Plan Year.

      B.    The  Matching  Contribution,  if  any,  shall  be  credited  to  the
            Participant's  Accounts as soon as practicable  following the end of
            the Plan Year with respect to which the Deferred  Contributions  are
            made by the Participant.

3.4   Vesting.

      A.    Benefits  derived  from  Deferral  Contributions  are not subject to
            forfeiture for any reason.

      B.    Benefits  derived  from  Matching  Contributions  are not subject to
            forfeiture,  except that all unpaid Matching Contributions shall not
            be  payable  and  all  rights  thereto  of  the   Participant,   his
            Beneficiary,  executors  or  administrators  or any other  person to
            receive  payments of such  unpaid  Matching  Contributions  shall be
            forfeited upon the occurrence of any of the following in the opinion
            of the Administrator:


            (1)   the  Participant's  employment with the Employer is terminated
                  for cause. For purposes of the Plan, "cause" includes,  but is
                  not limited to: (a) the Participant's failure to perform or to
                  comply  with  any  term or  provision  of  employment;  (b)the
                  Participant's   failure  to  comply   fully  with  any  lawful
                  directive  of  his/her   supervisor;   (c)  the  Participant's
                  dishonesty or disloyalty;  (d) the Participant's being charged
                  with or accused or convicted of any crime of moral  turpitude;
                  (e) the  Participant's  substance abuse; (f) the Participant's
                  breach of any  agreement  with or policy of  his/her  Employer
                  regarding  the  use  and/or   disclosure  of  the   Employer's
                  proprietary  information;  and (g) the Participant's violation
                  of the Employer's EEO policy,  or any other  misconduct by the
                  Participant  which,  in the  judgment  of his/her  supervisor,
                  based on the information  then in its possession,  has injured
                  the  Employer's  business,  assets,  reputation or goodwill or
                  would result in such an injury were the  Participant to remain
                  in its employ.


                                       7
<PAGE>


            (2)   the  Participant's  failure to  perform or to comply  with any
                  term or provision of  employment  in effect  subsequent to his
                  termination of employment.

            (3)   the  Participant's  employment  could have been terminated for
                  "cause" had the Participant not resigned.

            (4)   the Participant has committed  post-employment  acts which, in
                  the judgment of the  Administrator,  based on the  information
                  then in its possession,  has injured the Employer's  business,
                  assets, reputation or goodwill.


                                       8
<PAGE>


                                    Article 4

                              PARTICIPANT ACCOUNTS

4.1   Establishment  of Accounts.  The following  Accounts  shall be established
      with respect to each Participant:

      A.    Retirement Account, and

      B.    Fixed Period Account

      As of the Effective Date, each Participant listed on Schedule "A" shall be
      credited with an opening balance in his/her Retirement Account as provided
      on Schedule "A".

4.2   Benefit  Allocation.  Each Participant shall submit to the  Administrator,
      before the close of an Enrollment  Period, a written statement  specifying
      the Participant's allocation of anticipated  contributions between his/her
      Retirement Account and Fixed Period Account.

4.3   Irrevocable  Allocation.  A Participant  may not modify,  alter,  amend or
      revoke his/her  allocation  between his/her  Retirement  Account and Fixed
      Period Account for a Plan Year after such Plan Year begins.

4.4   Directed  Adjustment  of Certain  Accounts.  If  authorized  by STV GROUP,
      INCORPORATED,  a Participant may suggest by written instruction  delivered
      to the  Administrator  that  his/her  Account(s)  be  valued as if it were
      invested in one or more of the Investment  Fund(s).  The Administrator may
      disregard the suggestion of the  Participant if it is determined that such
      direction will  jeopardize  the tax status of the Plan. A Participant  may
      select one or more  Investment  Fund(s) and may make  separate  selections
      with  respect  to  each  Account.  A  Participant  may  change  his or her
      selection of  Investment  Fund(s)  once each  calendar  quarter.  Any such
      change,  which must be submitted to the  Administrator in writing (or such
      other form permitted by the Administrator) will become effective as of the
      first day of the calendar quarter next following the date of the selection
      change. The right to suggest investment  direction options shall in no way
      be interpreted to give the Participant any greater claim to those Accounts
      so directed  than that which has been  granted to the  Participant  by the
      terms of the Plan.


      Each  Participant's  Account(s)  established  under  Section  4.1 shall be
      valued  quarterly (or at such other more frequent  intervals as elected by
      the  Administrator).  If a Participant is authorized to suggest Investment
      Fund(s),  his/her Account(s) shall be valued based upon the performance of
      the Investment  Fund(s) selected by the Participant.  Such valuation shall
      reflect the fair market value of the designated  Investment  Fund(s). If a
      Participant  is not  authorized to suggest  Investment  Fund(s),  his/ her
      Account(s)  shall be valued as  indicated  on  Schedule  "B." A  valuation
      summary  shall be prepared as of each  Determination  Date and reflect the
      value of the Account(s) as of the most recent valuation.


                                       9
<PAGE>


      If a Participant who is authorized to suggest  Investment Fund(s) fails to
      file an Investment  Fund selection  instruction,  If a Participant  who is
      authorized to suggest  Investment Fund(s) fails to file an Investment Fund
      selection instruction, he/she shall be deemed to have selected the default
      Investment Fund set forth on Schedule "B."

4.5   Election  Limitation.   The  Administrator  may  establish  uniform  rules
      limiting a  Participant's  eligibility  to  allocate  contributions  to an
      Account   based  on  health,   income  or  such  other  factors  that  the
      Administrator deems appropriate.

4.6   Investment Obligation of the Employer. Benefits are payable as they become
      due regardless of any actual investments the Employer may make to meet its
      obligations under this Plan.  Neither the Employer nor any trustee (in the
      event the  Employer  elects to use a grantor  trust to  accumulate  funds)
      shall be obligated to purchase or maintain any asset, and any reference to
      investments or Investment Funds is solely for the purpose of computing the
      value of Accounts.  To the extent a Participant  or any person  acquires a
      right to receive  payments from the Employer  under this Plan,  such right
      shall be no  greater  than  the  right of any  unsecured  creditor  of the
      Employer.  Neither this Plan nor any action taken pursuant to the terms of
      this Plan shall be considered to create a fiduciary  relationship  between
      the Employer and the Participants or any other persons,  or to establish a
      trust in which the assets are beyond the claims of any unsecured  creditor
      of the Employer.


                                       10
<PAGE>


                                    Article 5

                                    BENEFITS

5.1   Retirement Account.

      A.    If a Participant  terminates employment for any reason, the Employer
            shall pay him/her a  "Retirement  Benefit",  in the form  determined
            under  Paragraph B, equal to the value of the vested  portion of the
            balance credited to his/her Retirement Account. If the Participant's
            employment is terminated by reason or his/her death or his/her death
            occurs while he/she is in pay status, the Retirement Benefit (or the
            balance   thereof,   as   applicable)   shall  be  paid  to  his/her
            Beneficiary.

      B.    Form of Payment:

            (1)   Except as provided in Schedule  "A",  the  Retirement  Benefit
                  described in Paragraph A shall be paid in nearly equal monthly
                  installments  over a period of five (5) years commencing as of
                  the first day of the first month  following the  Participant's
                  Termination  of  Employment.  However,  upon the  request of a
                  Participant  and the  consent  of the  Employer,  which may be
                  withheld in its sole discretion,  the Retirement Benefit shall
                  be paid in a single sum  commencing as of the first day of the
                  first  month  following  the   Participant's   Termination  of
                  Employment.

            (2)   Notwithstanding   any  provision  to  the  contrary,   if  the
                  Participant's Retirement Account has a value that is less than
                  $20,000  at  the  time  that  the  Retirement  Benefit  is  to
                  commence,  the  Participant's  Retirement  Benefit may, at the
                  discretion  of the  Administrator,  be paid  in the  form of a
                  single sum as soon as administratively  feasible following the
                  Participant's Termination of Employment.

5.2   Fixed Period Account.

      A.    A benefit  equal to the single sum value of the vested  portion of a
            Participant's  Fixed Period  Account shall be paid to him/her in the
            form of monthly installments payable over a fixed period of five (5)
            years, as soon as administratively  practicable after January 1st of
            the payment year specified by the Participant. Payment year(s) shall
            be specified by the Participant prior to his/her initial  allocation
            to his/her Fixed Period Account or a sub-account,  as appropriate. A
            payment  year must be at least  five (5)  years  after the year with
            respect to which the initial Deferral Contribution is allocated to a
            Participant's Fixed Period Account (or sub-account).


      B.    A Participant may establish  sub-accounts under his/her Fixed Period
            Account with separate payment years for each. A Participant may have
            a maximum of two sub-accounts at any time.


                                       11
<PAGE>


      C.    If a  Participant's  employment  terminates  for any  reason and the
            Participant  has a balance  in his/her  Fixed  Period  Account,  the
            vested  portion  of the  balance  shall be  transferred  to  his/her
            Retirement Account and distributed in accordance with Section 5.1.

5.3   Distribution  on Account of  Unforeseeable  Emergency.  In the event of an
      unforeseeable  emergency,  the  Administrator  may, if it determines  that
      there is an  unforeseeable  emergency  with  respect  to any  Participant,
      permit a  withdrawal  from the  Participant's  Accounts  in the  following
      order,  Retirement Account,  Fixed Period Account, to the extent needed to
      satisfy  the  unforeseeable   emergency.   The  circumstances   that  will
      constitute an  unforeseeable  emergency will depend upon the facts of each
      case,  but,  in any case,  payment may not be made to the extent that such
      hardship is or may be relieved (a) through  reimbursement  or compensation
      by insurance or otherwise, (b) by liquidation of the Participant's assets,
      to the extent the liquidation of such assets would not itself cause severe
      financial  hardship,  or (c) by cessation of deferrals  under the Plan. As
      used herein,  "unforeseeable  emergency" means a severe financial hardship
      to the  Participant  resulting  from a sudden  and  unexpected  illness or
      accident of the  Participant or of a dependent (as defined in Code Section
      152(a)) of the  Participant,  loss of the  Participant's  property  due to
      casualty, or other similar  extraordinary and unforeseeable  circumstances
      arising as a result of events  beyond the  control of the  Participant.  A
      Participant  who receives a  distribution  under this section shall not be
      entitled to make any further deferrals for the remainder of the Plan Year.

5.4   Immediate  Distribution.  From time to time, the Administrator may, in its
      sole  discretion,  determine that the inclusion of an Employee in the Plan
      jeopardizes   the   ability  of  the  Plan  to  continue  to  satisfy  the
      requirements  under Sections 201(2),  301(a)(3) and 401(a)(1) of ERISA. In
      such an instance,  the Administrator may direct the immediate distribution
      to such Participant of any vested amount in his Accounts.

5.5   Distribution  of  Accounts.  Any  distribution  made to or on  behalf of a
      Participant  from his  Account in an amount  which is less than the entire
      balance of such Account shall be made pro rata from each of the Investment
      Funds to which such Account is then  allocated,  unless  another manner of
      distribution is approved by the Administrator in it sole discretion.

5.6   Tax  Withholding.  The  Employer  may make such  provisions  and take such
      actions as it may deem necessary or appropriate for the withholding of any
      taxes  which an  Employer  is  required  by any law or  regulation  of any
      governmental  authority,  whether Federal,  state or local, to withhold in
      connection  with any benefits under the Plan,  including,  but not limited
      to, the withholding of appropriate sums from any amount otherwise  payable
      to the Participant (or his Beneficiary). Each Participant,  however, shall
      be responsible for the payment of all individual tax liabilities  relating
      to any such benefits.


                                       12
<PAGE>


                                    Article 6

                                 ADMINISTRATION

6.1   Appointment  of  Administrator.  STV GROUP,  INCORPORATED  may  appoint an
      individual or a committee to serve as Administrator. The Administrator (or
      any  individual  or member of a  committee)  may be  removed by STV GROUP,
      INCORPORATED  at any time;  and any  individual  may resign at any time by
      submitting his/her resignation in writing to STV GROUP INCORPORATED. A new
      Administrator  (or  committee  member)  shall  be  appointed  as  soon  as
      practicable  in the  event of a  removal  or  resignation.  Any  person so
      appointed shall signify his/her  acceptance by filing a written acceptance
      with STV GROUP  INCORPORATED.  If no  individual or committee is appointed
      under  this  Section  6.1,   STV  GROUP,   INCORPORATED   shall  serve  as
      Administrator.

6.2   Administrator's Responsibilities. The Administrator is responsible for the
      day to day administration of the Plan. The Administrator may appoint other
      persons or entities to perform certain of its functions.  Such appointment
      shall be made and  accepted  by the  appointee  in  writing  and  shall be
      effective  upon the  written  approval  of STV  GROUP,  INCORPORATED.  The
      Administrator and any such appointee may employ advisors and other persons
      necessary or  convenient  to help him/her  carry out his/her  duties.  The
      Administrator  shall  have the right to  remove  any such  appointee  from
      his/her position. Any person, group of persons or entity may serve in more
      than one capacity.

6.3   Records and Accounts.  The  Administrator  shall keep all  individual  and
      group records  relating to Participants and  Beneficiaries,  and all other
      records necessary for the proper operation of the Plan. Such records shall
      be made available to the Employer and to each  Participant and Beneficiary
      for  examination  during  business  hours  except  that a  Participant  or
      Beneficiary shall examine only such records as pertain  exclusively to the
      examining  Participant  or  Beneficiary  and those  records and  documents
      relating to all Participants  generally.  The Administrator  shall prepare
      and shall  file as  required  by law or  regulation  all  reports,  forms,
      documents  and other items  required by ERISA,  the Code,  and every other
      relevant statute, each as amended, and all regulations thereunder.

6.4   Administrator's  Specific  Powers and  Duties.  In addition to any powers,
      rights and duties set forth elsewhere in the Plan, the Administrator shall
      have the following powers and duties:

      A.    to adopt such rules and  regulations  consistent with the provisions
            of the Plan;

      B.    to enforce the Plan in  accordance  with its terms and any rules and
            regulations it establishes;

      C.    to  maintain  records  concerning  the Plan  sufficient  to  prepare
            reports,  returns and other  information  required by the Plan or by
            law;

      D.    to construe  and  interpret  the Plan and to resolve  all  questions
            arising under the Plan;


                                       13
<PAGE>


      E.    to direct the Employer to pay benefits  under the Plan,  and to give
            such other  directions and  instructions as may be necessary for the
            proper administration of the Plan;

      F.    to be  responsible  for the  preparation,  filing and  disclosure on
            behalf of the Plan of such  documents and reports as are required by
            any applicable federal or state law; and

      G.    to engage assistants and professional advisors.

6.5   Delegation. The Administrator may, by written majority decision,  delegate
      to each or any one of its number,  or to its secretary,  authority to sign
      any documents on its behalf, or to perform ministerial acts, but no person
      to whom such  authority is delegated  shall  perform any act involving the
      exercise of any discretion  without first  obtaining the  concurrence of a
      majority of the members of the  committee,  even though  he/she  alone may
      sign any document required by third parties.

6.6   Construction of the Plan. The  Administrator  shall take such steps as are
      considered  necessary and  appropriate to remedy any inequity that results
      from incorrect  information  received or  communicated in good faith or as
      the consequence of an administrative  error. The Administrator  shall have
      the sole and absolute  discretion  to interpret the Plan and shall resolve
      all  questions   arising  in  the   administration,   interpretation   and
      application  of the Plan.  It shall  endeavor  to act,  whether by general
      rules or by particular  decisions,  so as not to discriminate in favor of,
      or  against,  any  person  and  so as to  treat  all  persons  in  similar
      circumstances  uniformly.  The  Administrator  shall  correct  any defect,
      reconcile any  inconsistency,  or supply any omission with respect to this
      Plan.  All  such   corrections,   reconciliations,   interpretations   and
      completions  of Plan  provisions  shall  be  final  and  binding  upon the
      parties.

6.7   Employer's  Responsibility to  Administrator.  Each Employer shall furnish
      the Administrator such data and information as it may require. The records
      of the Employer shall be  determinative  of each  Participant's  period of
      employment,  termination of employment and the reason  therefor,  leave of
      absence,  reemployment,  Years of Service, personal data, and compensation
      reductions.  Participants  and their  Beneficiaries  shall  furnish to the
      Administrator  such  evidence,  data,  or  information,  and execute  such
      documents, as the Administrator requests.

6.8   Engagement of Assistants and Advisers;  Plan Expenses.  The  Administrator
      shall have the right to hire such professional  assistants and consultants
      as it, in its sole  discretion,  deems necessary or advisable,  including,
      but not limited to:

      A.    investment managers and/or advisers;

      B.    accountants;


                                       14
<PAGE>


      C.    actuaries;

      D.    attorneys;

      E.    consultants;

      F.    clerical and office personnel; and

      G.    medical practitioners.

6.9   Liability.  Neither the  Administrator nor the Employer shall be liable to
      any  person  for any  action  taken  or  omitted  in  connection  with the
      administration of this Plan unless attributable to its own fraud or wilful
      misconduct; nor shall the Employer be liable to any person for such action
      unless  attributable  to  fraud  or  wilful  misconduct  on the  part of a
      director, officer or employee of the Employer.

6.10  Payment of Expenses. If directed by STV GROUP,  INCORPORATED,  expenses of
      the Administrator incurred in the operation or administration of this Plan
      shall be charged against the  Participant's  Accounts to which the expense
      relates.  If an  expense  is  applicable  to more  than one  Participant's
      Accounts, the expense shall be allocated among such Participants' Accounts
      in a non-discriminatory manner as determined by STV GROUP, INCORPORATED.

6.11  Indemnity of Administrator. The Employer shall indemnify the Administrator
      (including any  individual  who is a member of a committee  serving as the
      Administrator)  or any individual  who is a delegate of the  Administrator
      against any and all claims,  loss,  damage,  expense or liability  arising
      from any action or failure to act, except when due to gross  negligence or
      wilful misconduct.


                                       15
<PAGE>


                                    Article 7

                                CLAIMS PROCEDURE

7.1   Claim.  If a Participant  or  Beneficiary is denied all or a portion of an
      expected  Plan  benefit  for  any  reason,  he/she  must  file  a  written
      notification of his/her claim with the  Administrator.  The  Administrator
      shall  notify the  Participant  or  Beneficiary  within sixty (60) days of
      allowance or denial of the claim. If the Administrator fails to notify the
      claimant of his/her  decision to grant or deny the claim within sixty (60)
      days,  such  claim  shall be deemed to have been  denied;  and the  review
      procedure described in Section 7.2 shall become available to the claimant.

      The notice  provided by the  Administrator  under this Section shall be in
      writing,  sent by mail to the  Participant's  last known address and, if a
      denial, must contain the following information:

      A.    the specific reasons for the denial;

      B.    the specific  reference to the pertinent Plan provision on which the
            denial is based;

      C.    if  applicable,  a  description  of any  additional  information  or
            material  necessary to perfect the claim,  and an explanation of why
            such information or material is necessary; and

      D.    an  explanation  of  the  claims  review   procedure  and  the  time
            limitations of the review procedure applicable thereto.

7.2   Review  Procedure.  A Participant  or Beneficiary is entitled to request a
      review of any denial of his/her claim by the Named Appeals Fiduciary.  The
      request for review must be submitted in writing  within sixty (60) days of
      mailing of the notice of the denial.  Absent a request  for review  within
      the 60-day period, the claim will be deemed to be conclusively denied. The
      Participant or Beneficiary or his/her  representative shall be entitled to
      review  all  pertinent  documents  and to submit  issues and  comments  in
      writing.  The Named Appeals Fiduciary shall provide a full and fair review
      of the claim and render the final decision.

7.3   Final Decision. Within sixty (60) days of mailing of a request for review,
      the Named Appeals Fiduciary shall allow or deny the claim,  unless special
      circumstances  require an  extension  (such as for a  hearing);  provided,
      however, that in no event shall the decision be delayed beyond one hundred
      twenty  (120) days after  receipt of the request for review.  The decision
      shall be communicated  in writing to the  Participant or Beneficiary.  The
      decision  shall  recite the facts and reasons for  denial,  with  specific
      reference to the pertinent Plan provisions.


                                       16
<PAGE>


7.4   Appointment of the Named Appeals  Fiduciary.  The Named Appeals  Fiduciary
      shall be the person or persons named as such by the Board,  or, if no such
      person or  persons  be named,  then the  person  or  persons  named by the
      Administrator as the Named Appeals Fiduciary.  The Named Appeals Fiduciary
      may at any time be removed by the Board,  and any Named Appeals  Fiduciary
      named by the Administrator may be removed by the  Administrator.  All such
      removals  may be with or without  cause and shall be effective on the date
      stated in the notice of removal.  The Named Appeals  Fiduciary  shall be a
      "Named  Fiduciary"  within the meaning of ERISA,  and, unless appointed to
      other fiduciary responsibilities, shall have no authority, responsibility,
      or liability with respect to any matter other than the proper discharge of
      the functions of the Named Appeals Fiduciary as set forth herein.


                                       17
<PAGE>


                                    Article 8

                            AMENDMENT AND TERMINATION

8.1   Plan  Amendment.  The Plan may be amended in whole or in part by the Board
      at any time;  provided,  that (i) no amendment shall deprive a Participant
      or  Beneficiary of any benefit to which he/she is entitled under this Plan
      with respect to Deferral Contributions made prior to such amendment;  (ii)
      no amendment  shall decrease a  Participant's  vested  interest in his/her
      Account;  and (iii) no amendment  shall eliminate any form of benefit that
      is  available  to a  Participant  pursuant  to Section 5.1 at the time the
      Participant  elected his/her benefit payment form. Each amendment shall be
      approved by the Board by resolution.

8.2   No Premature  Distribution.  Subject to Section  8.3, no amendment  hereto
      shall permit  amounts  accumulated  prior to the amendment to be paid to a
      Participant  or  Beneficiary  prior to the time he/she would  otherwise be
      entitled thereto.

8.3   Termination  of the Plan.  STV GROUP,  INCORPORATED  reserves the right to
      terminate  the  Plan  and/or  the  Deferral  Agreement  pertaining  to any
      Participant  at any  time  prior to the  commencement  of  benefits.  Such
      termination shall be approved by the Board by resolution;  or, in the case
      of a termination by an entity which is included in the term  Employer,  by
      the board of directors of the terminating entity. In the event of any such
      termination,  the Employer  shall pay a benefit to the  Participant or the
      Beneficiary  of any  deceased  Participant,  in  lieu  of  other  benefits
      hereunder,  equal to the value of the  Participant's  Accounts without any
      other  adjustment.  Termination,  in whole  or in part,  of the Plan by an
      entity which is included in the term Employer  shall have no effect on the
      continued   operation  of  the  Plan  with   respect  to  other   entities
      constituting Employer.


                                       18
<PAGE>


                                    Article 9

                  ADOPTION AND WITHDRAWAL BY OTHER ORGANIZATION

9.1   Affiliates.   Subject  to  the   consent   and   approval  of  STV  GROUP,
      INCORPORATED,  an  Affiliate  now in  existence  or  hereafter  formed  or
      acquired,  which is not already a participating  Employer under this Plan,
      and which is otherwise legally eligible may, with the consent and approval
      of STV GROUP, INCORPORATED, adopt the Plan, and thereby from and after the
      specified effective date become a participating  Employer under this Plan.
      Such adoption  shall be effectuated  and evidenced by a formal  resolution
      for the board of directors of such Affiliate.  The adopting resolution may
      contain  such  specific  changes  and  variations  in the  Plan  as may be
      acceptable  to STV GROUP,  INCORPORATED.  The adopting  resolution  for an
      Affiliate shall become, as to such Affiliate and its Employees,  a part of
      this Plan as then in effect.  It shall not be necessary  for such adopting
      Affiliate to execute the Plan as then in effect. The effective date of the
      Plan for any such adopting  Affiliate shall be that stated in the adopting
      resolution and from and after such effective date such adopting  Affiliate
      shall assume all the rights,  obligations  and  liabilities of an Employer
      under the Plan.

9.2   Withdrawal.  Any  participating  Employer,  by  action  for its  board  of
      directors  and notice to STV GROUP,  INCORPORATED,  may withdraw  from the
      Plan at any time without  affecting  other  Employers not  withdrawing  by
      complying  with the  provisions  of the Plan. A  withdrawing  Employer may
      arrange for the  continuation  by itself or its  successor of this Plan in
      separate forms for its own Employees,  with such  amendments if any, as it
      may deem proper,  and may arrange for  continuation  of the Plan by merger
      with an existing plan.


                                       19
<PAGE>


                                   Article 10

                                  MISCELLANEOUS

10.1  Supplemental  Benefits.  The benefits provided for the Participants  under
      this Plan are in  addition  to  benefits  provided  by any  other  plan or
      program  of the  Employer  and,  except as  otherwise  expressly  provided
      herein, the benefits of this Plan shall supplement and shall not supersede
      any plan or  agreement  between the Employer  and any  Participant  or any
      provisions contained herein.

10.2  Designation of Beneficiary.  Each  Participant may designate a Beneficiary
      or Beneficiaries  (which Beneficiary may be an entity other than a natural
      person)  to  receive  any  payments   which  may  be  made  following  the
      Participant's  death.  Such  designation may be changed or canceled at any
      time without the consent of any such  Beneficiary.  Any such  designation,
      change  or   cancellation   must  be  made  in  a  form  approved  by  the
      Administrator   and  shall  not  be  effective   until   received  by  the
      Administrator, or its designee. If a Participant has failed to designate a
      Beneficiary  for any  Account,  or if the  Beneficiary  designated  by the
      Participant is dead or cannot be located,  then the Participant's  Account
      for which there is no  Beneficiary  shall be  distributed in the following
      order of priority:  (a) first to the  Participant's  surviving  spouse, if
      any, (b) second among the  Participant's  then living  children,  in equal
      shares,  if any,  and (c)  third  to the  personal  representative  of the
      Participant's estate.

10.3  Limitation  of  Participant's  Rights.  Nothing  in  this  Plan  shall  be
      construed as conferring  upon any Participant any right to continue in the
      employment  of an Employer,  nor shall it interfere  with the rights of an
      Employer to terminate the  employment of any  Participant  and/or take any
      personnel  action  affecting any Participant  without regard to the effect
      which  such  action  may have  upon such  Participant  as a  recipient  or
      prospective recipient of benefits under the Plan.

10.4  Obligations  to  Employer.   If  a  Participant   becomes  entitled  to  a
      distribution  of  benefits  under  the  Plan,  and  if at  such  time  the
      Participant  has  outstanding  any debt,  obligation,  or other  liability
      representing an amount owing to an Employer, then such Employer may offset
      such  amount  owed  to  it  against  the  amount  of  benefits   otherwise
      distributable. Such determination shall be made by the Administrator.


10.5  Nonalienation  of  Benefits.  Except  as  expressly  provided  herein,  no
      Participant  or  Beneficiary  shall  have the  power or right to  transfer
      (otherwise  than  by  will  or the  laws  of  descent  and  distribution),
      alienate, or otherwise encumber the Participant's interest under the Plan.
      Any such  attempted  assignment  shall be  considered  null and void.  The
      interest  of  any  Participant  or  any  beneficiary   receiving  payments
      hereunder shall not be subject in any manner to anticipation,  alienation,
      sale,  transfer,   assignment,   pledge,   encumbrance,   attachment,   or
      garnishment  by  creditors  of  the   Participant  or  the   Participant's
      Beneficiary.  An Employer's obligations under this Plan are not assignable
      or transferable except to (a) a business entity


                                       20
<PAGE>


      which acquires all or substantially all of an Employer's assets of (b) any
      business entity into which an Employer may be merged or consolidated.

10.6  Unfunded  Status of Plan. The Plan is intended to constitute an "unfunded"
      plan of deferred compensation for Participants for tax and for purposes of
      Title 1 of ERISA.  The Plan  constitutes a mere promise by the Employer to
      make benefit payments in the future. Each Employer shall not be liable for
      any benefit  payments to any other Employer's  Eligible  Employees who are
      Participant is this Plan.  Benefits payable hereunder shall be payable out
      of the general  assets of the applicable  Employer,  and no segregation of
      any assets whatsoever for such benefits shall be made. With respect to any
      payments not yet made to a  Participant,  nothing  contained  herein shall
      give any such  Participant  any rights  that are  greater  than those of a
      general creditor of his/her Employer.

10.7  Severability.  If any  provision of this Plan is held  unenforceable,  the
      remainder  of the Plan shall  continue  in full  force and effect  without
      regard to such unenforceable  provision and shall be applied as though the
      unenforceable provision were not contained in the Plan.

10.8  Gender,  Singular & Plural.  All pronouns and any variations thereof shall
      be deemed to refer to the masculine,  feminine, or neuter, as the identify
      of the person or persons may  require.  As the context  may  require,  the
      singular may be read as the plural and the plural as the singular.

10.9  Notice.  Any notice or filing  required  or  permitted  to be given to the
      Administrator  under the Plan shall be  sufficient  if in writing and hand
      delivered,  or sent by registered or certified mail, to the  Administrator
      or to such representatives as the Administrator may designate from time to
      time.  Such notice shall be deemed given as to the date of delivery or, if
      delivery  is made by mail,  as of the date  shown on the  postmark  on the
      receipt for registration or certification.

10.10 Governing Law. The Plan shall be governed and construed  under the laws of
      the  Commonwealth  of  Pennsylvania to the extent not preempted by Federal
      law which shall otherwise control.

10.11 Binding Terms.  The provisions of the Plan shall be binding upon and inure
      to the benefit of the parties hereto,  their respective heirs,  executors,
      administrators and successors.


                                       21
<PAGE>


10.12 Headings.  All headings  preceding the text of the several Sections hereof
      are inserted  solely for reference and shall not constitute a part of this
      Plan, nor affect its meaning, construction or effect.



      IN WITNESS  WHEREOF,  and as  evidence of its  adoption of this Plan,  STV
GROUP,  INCORPORATED  has caused the same to be executed  this 31st day of May ,
2000.


                                            STV GROUP, INCORPORATED

ATTEST:


By: /s/ Peter W. Knipe                      By: /s/ Dominick M. Servedio
   ---------------------------------            --------------------------------
        Secretary                                   President


                                       22






<PAGE>



STV GROUP, INCORPORATED                                  Benefit Allocation Form
NON-QUALIFIED MANAGEMENT SAVINGS PLAN                             2000 Plan Year



--------------------------------------------------------------------------------
Participant's First Name             Middle Initial                    Last Name

                                                         Compensation      Bonus
                                                         Deferral       Deferral
Benefit Accounts                                         (Enter %)     (Enter %)
--------------------------------------------------------------------------------

Retirement Account                                       -------         -------




--------------------------------------------------------------------------------
Fixed Period Account

Account 1          Payout Year:   --------------------   ----------   ----------

Account 2          Payout Year:   --------------------   ----------   ----------
--------------------------------------------------------------------------------

Totals (the sum of your allocations must equal 100%)          100%         100%
                                                        ===========      =======
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

Participant's Signature:                               Date:
                        -------------------------           --------------------


<PAGE>


STV GROUP, INCORPORATED                                       Deferral Agreement
NON-QUALIFIED MANAGEMENT SAVINGS PLAN                             2000 Plan Year


--------------------------------------------------------------------------------
Participant's First Name             Middle Initial                    Last Name

Deferral Authorization

Pursuant to the STV Group, Incorporated Non-Qualified Management Savings Plan, I
hereby elect the following and  authorize STV Group,  Incorporated  to reduce my
compensation  and cash bonus,  if applicable,  consistent with this election for
the ______________________, 2000 to December 31, 2000 plan year.

     |_|      I elect to defer____% (1%-50%) from my compensation.

     |_|      I elect to defer____% (1%-100%) from my 2000 annual cash bonus, if
              any (to be paid in 2001).
              Other instructions:_______________________________________________

     |_|      I choose not to participate during this Plan Year.

Additional Plan Information

Your deferral election is  irrevocable--binding  both you and the company.  This
deferral is independent of any previous  election to defer pursuant to any other
plan or arrangement you may have with the company.  Amounts deferred will remain
assets of the company subject to the claims of its creditors until paid pursuant
to the terms of the Plan.

In addition,  the Plan does not give rise to most of the  protective  provisions
accorded to employees, in general, under the Employee Retirement Income Security
Act of 1974  (ERISA),  as  amended.  Benefits  are  payable  as they  become due
irrespective   of  any  investment  the  company  may  make  to  meet  the  plan
obligations.  The company is not  obligated  to purchase or maintain any assets,
and any reference to assets is solely for the purpose of computing benefits.  No
participant,  beneficiary,  or heir has any right to  commute,  sell,  transfer,
assign or otherwise  convey the right to receive any payment  under the terms of
the plan. Any such attempted assignment shall be considered null and void.

Note:  To the  extent  any  provision  in this  agreement  contradicts  the plan
document, the latter shall prevail.


---------------------------------------              ---------------------------
Participant's Signature                              Date


---------------------------------------              ---------------------------
STV Group, Incorporated                              Date


<PAGE>


STV GROUP, INCORPORATED                               Investment Allocation Form
NON-QUALIFIED MANAGEMENT SAVINGS PLAN                             2000 Plan Year



--------------------------------------------------------------------------------
First Name                     Middle Initial                          Last Name

Investment Measurement Options
(Enter in Whole Percentages not less than 1%)

<TABLE>
<CAPTION>

------------------------------------------------------------------------
              Retirement Account              Fixed Period Accounts


------------------------------------------------------------------------
<S>                         <C>           <C>            <C>

                                             Payout         Payout
Mutual Funds                                 Yr.____        Yr.____

---------------------------   ----------%    --------%      -------%


---------------------------   ----------%    --------%      -------%


---------------------------   ----------%    --------%      -------%


---------------------------   ----------%    --------%      -------%

Total                                100%         100%          100%
                              ===========    =========      ========

------------------------------------------------------------------------
</TABLE>



Participant's Signature:__________________________   Date:______________________


<PAGE>






          STV GROUP, INCORPORATED NON-QUALIFIED MANAGEMENT SAVINGS PLAN
                                  SCHEDULE "A"
<TABLE>
<CAPTION>

                       Beginning Retirement
                       Account Balance           Distribution       Last Payment
Participant Name       June 1, 2000              Period             Due
----------------       ------------              ---------          ---
<S>                    <C>                    <C>               <C>


Marvin Hillman             $226,779.11           8 yrs., 11 mo.    April 2009

Stephen Kraffmiller         $75,479.64           2 yrs., 9 mos.    February 2003

Thomas Hagerty              $42,307.60           N/A               N/A

Whitney Sanders II         $111,132.59           N/A               N/A

Dominick Servedio           $61,918.79           N/A               N/A

</TABLE>




<PAGE>





          STV GROUP, INCORPORATED NON-QUALIFIED MANAGEMENT SAVINGS PLAN
                                  SCHEDULE "B"



1.       No Authorization for Suggesting Investment Fund(s).

         All Beginning Retirement Account Balances effective as of June 1, 2000,
will be credited with  earnings  equal to the prime rate in effect as of June 1,
2000 (as determined by STV Group,  Incorporated)  plus 1%. A new prime rate will
be determined  each November 1st thereafter  for purposes of crediting  earnings
for the one  year-period  commencing  on that date and ending on the  subsequent
October 31st .

2.       Authorization for Suggesting Investment Fund(s).

         Each Participant who elects to make a deferral contribution on or after
June 1, 2000 shall be  permitted  to  suggest  any type of  investment  for such
deferral contributions only.


3.       Default Investment Fund(s).

         The  default  Investment  Fund as  referred in Section 4.4 shall be any
money market fund designated by STV Group, Incorporated from time to time.