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                                                                    EXHIBIT 10.6

                             EMPLOYMENT AGREEMENT


     This Employment Agreement is made as of November 19, 1996 by and among
Donnelley Enterprise Solutions Incorporated, a Delaware corporation (the
"Company"), and Luke F. Botica (the "Executive").

     WHEREAS, the Company has filed a Registration Statement on Form S-1 under
which it proposes to complete an initial public offering of its common stock;
and

     WHEREAS, following the closing of its initial public offering of common
stock the Company desires to employ the Executive as its Senior Vice President
and Chief Financial Officer, and the Executive desires to accept such
employment, for the term and upon the conditions set forth in this Agreement.

                                 Agreement
                                 ---------

     Now, therefore, the parties hereto hereby agree as follows:

     1.  Employment.  Subject to the terms and conditions set forth in this
Agreement, the Company offers and the Executive hereby accepts employment,
effective as of the time of the closing of the Company's initial public offering
of its common stock ("Common Stock") (the date of such closing being referred to
herein as the "Effective Date"); provided, however, that should the Effective
Date be on or after July 1, 1997, this Agreement shall be void ab initio, and of
no further force and effect.

     2.  Term.  Subject to earlier termination as hereafter provided, the
Executive shall be employed hereunder for an original term commencing on the
Effective Date and ending at 5:00 p.m., Chicago time, on the fourth anniversary
of the Effective Date, or such later date to which the parties may agree.  The
term of this Agreement is hereafter referred to as "the term of this Agreement"
or "the term hereof".

     3.  Capacity and Performance.

          3.1.  Offices.  During the term hereof and for the compensation 
     described in Section 4 below, the Executive shall serve as the Company's
     Senior Vice President and Chief Financial Officer. The Executive shall be
     subject to the direction of the Chairman, President and Chief Executive
     Officer of the Company (or any one of them to whom the Executive then
     reports, hereinafter referred to as the "Reporting Executive"), and shall
     have such other powers, duties and responsibilities consistent 
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     with the Executive's position as Senior Vice President and Chief Financial
     Officer as may from time to time be prescribed by the Reporting Executive.
     In addition, for so long as the Executive is employed by the Company and,
     unless otherwise determined by the Reporting Executive, without further
     compensation, the Executive shall serve as a director of one or more of the
     Company's subsidiaries if so elected or appointed from time to time.

          3.2.  Performance.  During the term hereof, the Executive shall be
     employed by the Company and shall perform and discharge (faithfully,
     diligently and to the best of the Executive's ability) such duties and
     responsibilities on behalf of the Company and its subsidiaries as may be
     designated from time to time by the Reporting Executive. During the term
     hereof, the Executive shall devote the Executive's full business time and
     attention to the advancement of the business and interests of the Company
     and its subsidiaries and to the discharge of the Executive's duties and
     responsibilities hereunder.  Nothing contained herein shall be construed to
     prohibit or restrict the Executive from (a) serving in various capacities
     in community, civic, religious or charitable organizations, (b) serving as
     a member of the boards of non-affiliated entities provided such entities do
     not compete with the Company and such service does not create a conflict of
     interest as determined by the Board, or (c) attending to personal business
     and investment matters.  It is expressly agreed that any such service or
     activity permitted by the previous sentence shall not unreasonably
     interfere with the performance of the Executive's duties and, if so, the
     Executive, after consultation with the Board, will comply with the
     reasonable requests to cease or limit the service or activity.

     4.  Compensation and Benefits.  As compensation for all services performed
by the Executive under this Agreement and performance of the Executive's duties
and of the obligations to the Company and its subsidiaries, pursuant to this
Agreement or otherwise and subject to Section 5 hereof:

          4.1.  Base Salary.  During the term hereof, (i) the Company shall pay
     the Executive a base salary at the rate of $200,004 per year during the
     period prior to January 1, 1997, and (ii) $225,000 per year during the
     period beginning January 1, 1997, payable in accordance with the payroll
     practices of the Company for its executives but no less than monthly and
     subject to increase at any time or from time to time by the Reporting
     Executive in his or her sole discretion.  Such base salary, as from time to
     time increased, is hereafter referred to as the "Base Salary".  The Base
     Salary payable to the Executive in 1996 shall be prorated for the period
     from the Effective Date through December 31, 1996 and for any subsequent
     period of service less than one full year.

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          4.2.  Bonus Compensation.  During the term hereof, the Company from
     time to time shall pay the Executive an annual bonus (the "Bonus").  The
     Bonus in respect of 1996 (the "1996 Bonus") will be calculated and payable
     in accordance with and based on the following factors:

     (1) If the Company's net income for 1996, as set forth in the Company's
     audited financial statements (the "1996 Net Income"), is less than
     $1,604,250 (the "Minimum Target"), the 1996 Bonus shall equal zero;

     (2) If the 1996 Net Income is equal to or greater than the Minimum Target
     but less than $2,139,000 (the "Base Target"), the 1996 Bonus shall equal
     the sum of (i) 20% of the Executive's Base Salary as of the Effective Date
     plus (ii) the number obtained by multiplying 20% of the Executive's Base
     Salary as of the Effective Date by a fraction (which shall not be greater
     than one), the numerator of which is the difference between the 1996 Net
     Income and the Minimum Target and the denominator of which is the amount
     determined by subtracting the Minimum Target from the Base Target;

     (3) If the 1996 Net Income is equal to or greater than the Base Target but
     less than $3,208,500 (the "Maximum Target"), the 1996 Bonus shall equal the
     sum of (i) 40% of the Executive's Base Salary as of the Effective Date plus
     (ii) the number obtained by multiplying 40% of the Executive's Base Salary
     as of the Effective Date by a fraction (which shall not be greater than
     one), the numerator of which is the difference between the 1996 Net Income
     and the Base Target and the denominator of which is the amount determined
     by subtracting the Base Target from the Maximum Target; or

     (4) If the 1996 Net Income is equal to or greater than the Maximum Target,
     the 1996 Bonus shall equal 80% of the Executive's Base Salary as of the
     Effective Date.

     Any compensation paid to the Executive as Bonus shall be in addition to the
     Base Salary. The 1996 Bonus, if any, shall be pro-rated by multiplying (x)
     the amount of the 1996 Bonus by (y) a fraction, the numerator of which is
     the lesser of (I) the number of days from and including the Effective Date
     through and including December 31, 1996 and (II) the number of days from
     and including the Effective Date through and including the date of the
     Executive's termination of employment, and the denominator of which is 366.
     Except with respect to the 1996 Bonus, any Bonus payable to the Executive
     shall be pro-rated for any period of service less than a full year by
     multiplying (x) the amount of the Bonus calculated for such year by (y) a
     fraction, the numerator of which is the number of days from and including
     January 1 of such year through and including the effective date of the
     Executive's termination of employment and the denominator of which is 365.
     All bonus and benefit plans are subject to annual 

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     review and change by the Board relative to key strategic objectives for the
     year.

          4.3.  Stock Options.

               4.3.1.  The Company shall establish the 1996 Stock Incentive Plan
          (the "Plan") for management/employees of the Company. As of the
          Effective Date, the Company shall grant to the Executive, pursuant to
          the Plan, options to purchase a total of 30,000 shares of Common Stock
          at an exercise price equal to the initial public offering price (the
          "Options"). Subject to the termination of employment provisions
          contained in the agreement evidencing the Options, the Options will
          become exercisable in four cumulative annual installments on the one
          year (25%), two year (25%), three year (25%) and four year (25%)
          anniversaries of the Effective Date, subject to acceleration of
          vesting in accordance with the terms of the agreement evidencing the
          Options.

               4.3.2.  Within three months after the Effective Date the Company 
          shall cause all shares subject to the Options and the Restricted Stock
          to be registered on Form S-8.

          4.4.  Vacations.  During the term hereof, the Executive shall be 
     entitled to five (5) weeks of vacation per annual vacation period of the
     Company (currently March 1 of each year through the last day of February of
     the following year), such vacation to be taken at such times and intervals
     as shall be determined by the Executive in the Executive's reasonable
     discretion, provided, that, for the annual vacation period commencing on
     March 1, 1996 and ending on February 28, 1997, the Executive's number of
     vacation days for the period commencing on the Effective Date and ending on
     February 28, 1997 shall be reduced by the number of vacation days taken by
     the Executive (whether as an employee of R. R. Donnelley & Sons Company or
     the Company) during the period commencing on March 1, 1996 and ending on
     the day prior to the Effective Date. The Executive may not accumulate or
     carry over from one calendar year to another any unused, accrued vacation
     time, unless the Reporting Executive determines that business demands
     require deferral and carry over of vacation from any year into up to the
     first six (6) months of the succeeding year. The Executive shall not be
     entitled to compensation for vacation time not taken, except that upon
     termination of employment, the Executive shall be paid for all vacation
     time accrued but not taken.

          4.5.  Other Benefits.  During the term hereof and subject to any 
     contribution therefor generally required of executives of the Company, the
     Executive shall be entitled to participate in all employee benefit plans
     and other programs (including, but

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     not limited to, any medical, dental, retirement, disability, life
     insurance, sick leave and other benefits) from time to time adopted by the
     Board and in effect for executives of the Company generally, except to the
     extent such plans are in a category of benefit otherwise already provided
     to the Executive. Such participation shall be subject to (i) the terms of
     the applicable plan documents, (ii) generally applicable Company policies
     and (iii) the discretion of the Board or any administrative or other
     committee provided for in or contemplated by such plan. The Company may
     alter, modify, add to or delete its employee benefit plans at any time as
     the Board, in its sole judgment, determines to be appropriate.

          4.6.  Business Expenses.  The Company shall pay or reimburse the 
     Executive for all reasonable business expenses incurred or paid by the
     Executive in the performance of the Executive's duties and responsibilities
     hereunder, subject to (i) any expense policy of the Company set by the
     Board from time to time, and (ii) such reasonable substantiation and
     documentation requirements as may be specified by the Board from time to
     time.

          4.7.  Severance.  In the event the Executive's employment with the 
     Company is (i) terminated by the Company other than for Cause in accordance
     with Section 5.4 or (ii) terminated by the Executive in accordance with
     Section 5.5, the Executive will be entitled to receive twenty-four (24)
     monthly payments equal to the Executive's then applicable Base Salary
     calculated on a monthly basis at the time of such termination (i.e., 1/12th
     of the Base Salary), paid on the last day of a calendar month.

          4.8.  Relocation.  Pursuant to a letter dated March 21, 1996, the 
     Company agreed to pay and/or reimburse the Executive for certain relocation
     expenses associated with Executive's move to the Chicago, Illinois area, up
     to a maximum of $200,000. Nothing herein shall alter the Company's
     obligation to make such payments and/or reimbursements up to a maximum
     expenditure by the Company of $200,000, and the Company shall pay and/or
     reimburse the Executive for such expenses provided the Company's
     obligation, whether under the March 21, 1996 letter or under the provisions
     of this Section 4.8 shall not exceed $200,000 and shall be subject to
     reimbursement by the Executive to the Company as set forth in Sections 5.3
     and 5.6 below.

     5.  Termination of Employment and Severance Benefits.  Notwithstanding the
provisions of Section 2 hereof, the Executive's employment hereunder shall
terminate prior to the expiration of the term of this Agreement under the
following circumstances:

          5.1.  Retirement or Death.  In the event of the Executive's retirement
     or death during the term hereof, the Executive's employment hereunder shall
     immediately and 

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     automatically terminate. In the event of the Executive's retirement after
     the age of sixty-five, age fifty-five with the prior consent of the Board
     or death during the term hereof, the Company shall pay to the Executive (or
     in the case of death, the Executive's designated beneficiary or, if no
     beneficiary has been designated by the Executive, to the Executive's
     estate) (i) Base Salary earned but unpaid through and including the date of
     such retirement or death, (ii) any amount payable pursuant to Section 4.6,
     (iii) any unpaid portion of any Bonus for any fiscal year preceding the
     year in which such retirement or death occurs that was earned but had not
     previously been paid and (iv) at the times the Company pays its executives
     bonuses in accordance with its general payroll policies, any Bonus which
     would have been paid had such retirement or death not occurred during the
     fiscal year of such retirement or death (pro-rated based on a formula, the
     numerator of which shall be the number of days during the fiscal year of
     such retirement or death in which the Executive was employed by the Company
     and the denominator of which shall be 365 or 366, as the case may be).

          5.2.  Disability.

               5.2.1.  The Company may terminate the Executive's employment  
          hereunder, upon written notice to the Executive, in the event that the
          Executive becomes disabled during the Executive's employment hereunder
          through any illness, injury, accident or condition of either a
          physical or psychological nature and, as a result, is unable to
          perform substantially all of the Executive's duties and
          responsibilities hereunder for an aggregate of one hundred eighty
          (180) days during any period of three hundred and sixty-five (365)
          consecutive calendar days.

               5.2.2.  The Board may designate another employee to act 
          temporarily in the Executive's place during any period of the
          Executive's disability. Notwithstanding any such designation, the
          Executive shall continue to receive the Base Salary in accordance with
          Section 4.1 and to receive benefits in accordance with Section 4.5, to
          the extent permitted by the then current terms of the applicable
          benefit plans, until the Executive becomes eligible for disability
          income benefits under any disability income plan maintained by the
          Company or until the termination of the Executive's employment,
          whichever shall first occur. Upon becoming so eligible, or upon such
          termination, whichever shall first occur, the Company shall pay to the
          Executive (i) Base Salary earned but unpaid through and including the
          date of such eligibility or termination, (ii) any amount payable
          pursuant to Section 4.6, (iii) any unpaid portion of any Bonus for any
          fiscal year preceding the year in which such eligibility or
          termination occurs that was earned but had not previously been paid
          and (iv) at the times the Company 

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          pays its executives bonuses in accordance with its general payroll
          policies, any Bonus which would have been paid had disability not
          occurred during the fiscal year in which such eligibility or
          termination occurs (pro-rated based on a formula, the numerator of
          which shall be, as applicable, (i) the number of days from and
          including January 1 of the fiscal year in which such eligibility
          occurs to but excluding the date of such eligibility or (ii) the
          number of days on which the Executive was employed by the Company
          during the fiscal year in which such termination occurs and the
          denominator of which shall be 365 or 366, as the case may be).

               5.2.3.  Except as provided in Section 5.2.2, while receiving 
          disability income payments under any disability income plan maintained
          by the Company, the Executive shall not be entitled to receive any
          Base Salary under Section 4.1 or Bonus payments under Section 4.2 but
          shall continue to participate in the Company's benefit plans in
          accordance with Section 4.5 and the terms of such plans, until the
          termination of the Executive's employment. During the twelve (12)
          month period from and including the date of termination, the Company
          shall pay for the cost of the Executive's participation in the
          Company's group medical and dental plans, provided that the Executive
          is entitled to continue such participation under applicable law and
          the terms of such plan.

               5.2.4.  If any question shall arise as to whether during any 
          period the Executive is disabled through any illness, injury, accident
          or condition of either a physical or psychological nature so as to be
          unable to perform substantially all of the Executive's duties and
          responsibilities hereunder, the Executive may, and at the request of
          the Company shall, submit to a medical examination by a physician
          either (i) mutually selected by the Company and the Executive or the
          Executive's duly appointed guardian or (ii) failing mutual agreement,
          a physician selected by each of a physician selected by the Company
          and a physician selected by the Executive, to determine whether the
          Executive is so disabled and such determination shall for the purposes
          of this Agreement be conclusive of the issue. If such question shall
          arise and the Executive shall fail to submit to such medical
          examination, the Board's determination of the issue shall be binding
          on the Executive.

          5.3.  By the Company for Cause.  The Company may terminate the 
     Executive's employment hereunder for Cause as provided in Section 11.2. If
     the Executive's employment hereunder is terminated for Cause, the Company
     shall have no further obligation or liability to the Executive relating to
     the Executive's employment hereunder, or the termination thereof, except
     that the Company shall pay to the Executive (i) Base Salary earned but
     unpaid through and including the date of 

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     termination, (ii) any amount payable pursuant to Section 4.6, and (iii) any
     other amounts accrued by the Executive but unpaid through and including the
     date of termination (it being understood that a Bonus does not accrue until
     December 31 of the year on which such Bonus is based). Should the
     Executive's employment be terminated pursuant to the provisions of this
     Section 5.3 at any time prior to April 1, 1997, then the Executive shall
     reimburse the Company for any amounts the Company shall have paid to the
     Executive pursuant to the provisions of Section 4.8 above, and the Company
     shall have the right to set-off such amounts to be reimbursed against any
     payments to be made to the Executive under this Section 5.3.

          5.4.  By the Company other than for Cause.  The Company may terminate 
     the Executive's employment hereunder other than for Cause at any time after
     the Effective Date upon two weeks prior written notice to the Executive. In
     the event of such termination, then the Company shall pay the Executive (i)
     Base Salary earned but unpaid through and including the date of
     termination, (ii) any amount payable pursuant to Section 4.6, (iii) the
     amounts specified in Sections 4.7 and 4.8, (iv) any unpaid portion of any
     Bonus for any fiscal year preceding the year in which such termination
     occurs that was earned but had not previously been paid, (v) at the times
     the Company pays its executives bonuses in accordance with its general
     payroll policies, any Bonus which would have been paid had termination not
     occurred during the fiscal year in which such termination occurs (pro-rated
     based on a formula, the numerator of which shall be the number of days
     during the fiscal year in which such termination occurs the Executive was
     employed by the Company and the denominator of which shall be 365 or 366,
     as the case may be), and (vi) any other amounts accrued by the Executive
     but unpaid through and including the date of termination. In addition, 100%
     of the number of shares of Common Stock subject to each option, including
     the Options, held by the Executive on the date of such termination and
     which are then unexercisable shall become exercisable as of the date of
     such termination, and such Options may be exercised for a period up to
     ninety (90) days following termination of the Executive's employment.

          5.5.  By the Executive upon Breach or for Good Reason.  The Executive 
     may terminate the Executive's employment hereunder (i) in the event that
     the Company fails to perform, in any material respect, its obligations
     under this Agreement, after written notice to the Company setting forth in
     reasonable detail the nature of such breach if such breach remains uncured
     for a period of 30 days following such written notice to the Company
     provided that said notice shall not be required in the event of repeated,
     intentional or willful failure to perform by the Company, (ii) there is a
     material diminution in the responsibilities, duties and powers of the
     Executive, or (iii) the Executive's offices are moved from their present
     location to a location outside of the 

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     Chicago, Illinois Metropolitan Area. In the event of termination in
     accordance with this Section 5.5, then the Company shall pay to the
     Executive (i) Base Salary earned but unpaid through and including the date
     of termination, (ii) any amount payable pursuant to Section 4.6, (iii) the
     amounts specified in Sections 4.7 and 4.8, (iv) any unpaid portion of any
     Bonus for any fiscal year preceding the year in which such termination
     occurs that was earned but had not previously been paid, (v) at the times
     the Company pays its executives bonuses in accordance with its general
     payroll policies, any Bonus which would have been paid had termination not
     occurred during the fiscal year in which such termination occurs (pro-rated
     based on a formula, the numerator of which shall be the number of days
     during the fiscal year in which such termination occurs the Executive was
     employed by the Company and the denominator of which shall be 365 or 366,
     as the case may be), and (vi) any other amounts accrued by the Executive
     but unpaid through and including the date of termination. In addition, 100%
     of the number of shares of Common Stock subject to each option, including
     the Options, held by the Executive on the date of such termination and
     which are then unexercisable shall become exercisable as of the date of
     such termination, and such Options may be exercised for a period up to
     ninety (90) days following termination of the Executive's employment.

          5.6.  By the Executive Other than upon Breach or for Good Reason.  
     The Executive may terminate the Executive's employment hereunder at any
     time upon ninety (90) days' written notice to the Company. In the event of
     termination of the Executive pursuant to this Section 5.6, the Board may
     elect to waive the period of notice, or any portion thereof, and, whether
     or not the Board so elects, the Company shall pay to the Executive (i) Base
     Salary for the full notice period, (ii) any amount payable pursuant to
     Section 4.6, (iii) at the times the Company pays its executives bonuses in
     accordance with its general payroll policies, any Bonus which would have
     been paid had termination not occurred during the fiscal year in which such
     termination occurs (pro-rated as set forth in Section 5.5 above), and (iv)
     any other amounts accrued by the Executive but unpaid through and including
     the date of termination. Should the Executive's employment be terminated
     pursuant to the provisions of this Section 5.6 at any time prior to April
     1, 1997, then the Executive shall reimburse the Company for any amounts the
     Company shall have paid to the Executive pursuant to the provisions of
     Section 4.8 above, and the Company shall have the right to set-off such
     amounts to be reimbursed against any payments to be made to the Executive
     under this Section 5.6.

          5.7.  Post-Agreement Employment.  In the event the Executive remains 
     in the employ of the Company or any of its Affiliates following termination
     of this Agreement, by the expiration of the term hereof or otherwise, then
     such employment shall be at will, unless otherwise agreed in writing.

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     6.  Effect of Termination.  The provisions of this Section 6 shall apply 
in the event of termination due to the expiration of the term of this Agreement,
pursuant to Section 5 or otherwise.

          6.1.  Receipt of Certain Benefits.  It is the mutual intention of the 
     Company and the Executive that the Executive receive the full benefit of
     the compensation and benefits provided to the Executive during the term
     hereof which compensation and benefits may be payable over periods beyond
     the particular year of employment. The Executive shall not be obligated to
     seek other employment by way of mitigation of the amounts due to the
     Executive nor shall the Executive's earnings after termination reduce the
     Company's obligations hereunder. Nothing in this Section 6.1 is intended or
     shall be construed to affect the rights and obligations of the Company and
     its Affiliates, on the one hand, and the Executive, on the other, with
     respect to any loans, stock pledge arrangements, option plans or other
     agreements to the extent said rights or obligations survive termination of
     employment under the provisions of the documents relating thereto.

          6.2.  Termination of Health and Welfare Benefits.  Except for medical 
     and dental insurance coverage continued pursuant to Sections 5.2 hereof and
     any right of continuation of health coverage to the extent provided by
     Sections 601 through 608 of ERISA, health and welfare benefits shall
     terminate pursuant to the terms of the applicable benefit plans based on
     the date of termination of the Executive's employment without regard to any
     continuation of Base Salary or other payments to the Executive following
     such date of termination pursuant to Section 5.

          6.3.  Survival of Certain Provisions.  Provisions of this Agreement 
     shall survive any termination if so provided herein or if necessary or
     desirable fully to accomplish the purposes of such provision, including,
     without limitation, the obligations of the Executive under Sections 5.3,
     5.6, 7 and 8 hereof. The obligation of the Company to make payments to or
     on behalf of the Executive under Sections 4.7, 5.4 or 5.5 hereof is
     expressly conditioned upon the Executive's continued full performance of
     obligations under Sections 7 and 8 hereof. The Executive recognizes that,
     except as expressly provided in Section 4.7, 5.4 or 5.5, no compensation is
     earned after termination of employment.

     7.  Confidential Information; Intellectual Property.

          7.1.  Confidentiality.  The Executive acknowledges that the Company 
     and its Affiliates continually develop Confidential Information, that the
     Executive may develop 

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     Confidential Information for the Company or its Affiliates and that the
     Executive may learn of Confidential Information during the course of
     employment. The Executive will comply with the policies and procedures of
     the Company for protecting Confidential Information and shall never
     disclose to any Person (except as required by applicable law or for the
     proper performance of the Executive's duties and responsibilities to the
     Company and its Affiliates), or use for the Executive's own benefit or gain
     or otherwise use in a manner adverse to the interests of the Company and
     its Affiliates, any Confidential Information obtained by the Executive
     incident to the Executive's employment or other association with the
     Company or any of its Affiliates. The Executive understands that this
     restriction shall continue to apply after the Executive's employment
     terminates, regardless of the reason for such termination. Notwithstanding
     the foregoing, the Executive's covenant not to disclose Confidential
     Information does not apply to information which (i) becomes generally
     available to the public or otherwise becomes known through sources other
     than the Executive, (ii) is subsequently disclosed to the Executive by a
     source other than the Company who was under no duty of confidence or (iii)
     is required to be disclosed by the Executive through discovery in
     litigation or by order of a court or otherwise as required by law.

          7.2.  Return of Documents.  All documents, records, tapes and other 
     media of every kind and description relating to the business, present or
     otherwise, of the Company or its Affiliates and any copies, in whole or in
     part, thereof (the "Documents"), whether or not prepared by the Executive,
     shall be the sole and exclusive property of the Company and its Affiliates,
     provided, however, that Executive shall in all cases be entitled to retain
     copies of documents relating to the Executive's employment rights,
     compensation, benefits or other obligations of the Company to the Executive
     and the Executive to the Company. The Executive shall safeguard all
     Documents and shall surrender to the Company at the time the Executive's
     employment terminates, or at such earlier time or times as the Board or its
     designee may specify, all Documents then in the Executive's possession or
     control.

          7.3.  Assignment of Rights to Intellectual Property.  The Executive 
     shall promptly and fully disclose all Intellectual Property to the Company.
     The Executive hereby assigns and agrees to assign to the Company (or as
     otherwise directed by the Company) the Executive's full right, title and
     interest in and to all Intellectual Property. The Executive agrees to
     execute any and all applications for domestic and foreign patents,
     copyrights or other proprietary rights and to do such other acts (including
     without limitation the execution and delivery of instruments of further
     assurance or confirmation) requested by the Company to assign the
     Intellectual Property to the Company and to permit the Company to enforce
     any patents, copyrights or other proprietary rights to the Intellectual
     Property. The Executive will not charge the 

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     Company for time spent in complying with these obligations. All
     copyrightable works that the Executive creates shall be considered "work
     made for hire".

     8.  Agreement not to Compete with the Business.  The Executive agrees that
during the term of the Executive's employment hereunder and for a period of two
(2) years following the date of termination thereof (the "Non-Competition
Period"), the Executive will not, directly or indirectly (a) own, manage,
operate, control or participate in any manner in the ownership, management,
operation or control of, or be connected as an officer, employee, partner,
director, principal, consultant, agent or otherwise with, or have any financial
interest in, or aid or assist anyone else in the conduct of, any business,
venture or activity which competes with the business of the Company, or any
group, division or subsidiary of the Company, as described in the Company's
Registration Statement on Form S-1 relating to the Company's initial public
offering of Common Stock or, beginning with the Company's Annual Report on Form
10-K for the year ending December 31, 1996, the Company's most recent Annual
Report on Form 10-K filed with the Securities and Exchange Commission prior to
the date (the "Date of Termination") the Executive's employment under this
Agreement is terminated (hereinafter, "Competitive Business") in the United
States or any other geographic area where such Competitive Business is being
conducted at the Date of Termination or (b) recruit or otherwise seek to induce
any employees of the Company or any of its subsidiaries to terminate their
employment or violate any agreement with or duty to the Company or any of its
subsidiaries.  It is understood and agreed that, for the purposes of the
foregoing provisions of this Section 8, (i) no business, venture or activity
shall be deemed to be a Competitive Business unless not less than five percent
of the Company's consolidated gross sales or operating income is derived from,
or not less than five percent of the Company's consolidated assets are devoted
to, such business, venture or activity; and (ii) no business, venture or
activity conducted by any entity by which the Executive is employed or in which
the Executive is interested or with which the Executive is connected or
associated shall be deemed to be a Competitive Business unless it is one from
which five percent or more of such entity's consolidated gross sales or
operating income is derived, or to which five percent or more of such entity's
consolidated assets are devoted; provided, however, that if the actual gross
sales or operating income or assets of such entity derived from or devoted to
such business, venture or activity is equal to or in excess of 10% of the most
nearly comparable figure for the Company, such business, venture or activity of
such entity shall be deemed to be a Competitive Business.  Further, ownership of
not more than five percent of the voting stock of any publicly held corporation
shall not, of itself, constitute a violation of this Section 8.

     9.  Enforcement of Covenants.  The Executive acknowledges that the 
Executive has carefully read and considered all the terms and conditions of this
Agreement, including without limitation the restraints imposed upon the
Executive pursuant to Sections 7 and 8 hereof. The Executive agrees that said
restraints are necessary for the reasonable and proper protection of 

                                      -12-
<PAGE>
 
the Company and its Affiliates and that the restraints are reasonable as to the
definition of Competitive Business and length of time. The Executive further
acknowledges that, were the Executive to breach any of the covenants or
agreements contained in Sections 7 or 8 hereof, the damage to the Company could
be irreparable. The Executive therefore agrees that the Company, in addition to
any other remedies available to it, shall be entitled to preliminary and
permanent injunctive relief against any breach or threatened breach by the
Executive of any of said covenants or agreements. The parties further agree that
in the event that any provision of Section 7 or 8 hereof shall be determined by
any Court of competent jurisdiction to be unenforceable by reason of its being
extended over too great a time, too large a geographic area or too great a range
of activities, such provision shall be deemed to be modified to permit its
enforcement to the maximum extent permitted by law.

     10.  Conflicting Agreements.  The Executive hereby represents and warrants 
that the execution of this Agreement and the performance of the Executive's
obligations hereunder will not breach or be in conflict with any other agreement
to which or by which the Executive is a party or is bound and that the Executive
is not now subject to any covenants against competition or similar covenants
that would affect the performance of the Executive's obligations hereunder. The
Executive will not disclose to or use on behalf of the Company or any of its
Affiliates any proprietary information of a third party without such party's
consent.

     11.  Definitions.  Terms defined elsewhere in this Agreement are used 
herein as so defined. In addition, the following terms shall have the following
meanings:

          11.1.  Affiliates.  "Affiliates" means all persons and entities 
     directly or indirectly controlling, controlled by or under common control
     with the Company.

          11.2.  Cause.  The following events or conditions shall constitute 
     "Cause" for termination: (i) the willful refusal of the Executive to
     substantially perform the Executive's duties to the Company (other than any
     refusal resulting from the Executive's incapacity due to physical or mental
     illness), including the Executive's obligations under this Agreement or
     (ii) a willful and material breach by the Executive of Section 7.1, 7.3 or
     8 or (iii) a conviction for fraud, embezzlement or other act of dishonesty
     by the Executive that causes material injury to the Company or any of its
     Affiliates or (iv) conviction of, or plea of nolo contendere to, any felony
     involving dishonesty or moral turpitude; or (v) the Executive's engaging in
     activities (A) which constitute a violation of any policy, rule or
     regulation adopted by the Company, including policies related to conflicts
     of interest, insider trading, reimbursement of business expenses and the
     like, or (B) which result in a material injury to the business, financial
     condition, results of operations or prospects of the Company or its
     Affiliates, as determined by not less than a 75% vote of the Board.

                                      -13-
<PAGE>
 
          For purposes of this Section 11.2, no act or failure to act on the 
     Executive's part shall be deemed "willful" unless done, or omitted to be
     done, by the Executive not in good faith and without reasonable belief that
     the actions or omissions were in the best interest of the Company.
     Notwithstanding and with respect to clause (i) only in the immediately
     preceding paragraph, the Executive shall not be deemed terminated for Cause
     unless and until there shall have been delivered to the Executive a copy of
     a resolution duly adopted by the affirmative vote of not less than 75% of
     the entire membership of the Board (excluding the Executive if the
     Executive is a member of the Board) at a meeting of the Board called and
     held for such purpose (after reasonable notice to the Executive and an
     opportunity for the Executive, together with the Executive's counsel, to be
     heard before the Board and after the Executive has been provided with a
     period of not less than 30 days within which to correct the situation)
     finding that in the opinion of the Board the Executive engaged in the
     conduct set forth in such clause (i) and specifying the particulars in
     reasonable detail.

          11.3.  Confidential Information.  "Confidential Information" means 
     any and all information of the Company and its Affiliates that is not
     generally known by others with whom they compete or do business, or with
     whom they plan to compete or do business and any and all information the
     disclosure of which would otherwise be adverse to the interests of the
     Company or any of its Affiliates. Confidential Information includes without
     limitation such information relating to (i) the services or products sold
     or offered by the Company or any of its Affiliates, (ii) the costs, sources
     of supply, financial performance and strategic plans of the Company and its
     Affiliates, (iii) the identity and special needs of the customers of the
     Company and its Affiliates and (iv) the people and organizations with whom
     the Company and its Affiliates have business relationships and those
     relationships. Confidential Information also includes comparable
     information that the Company or any of its Affiliates have received
     belonging to others or which was received by the Company or any of its
     Affiliates with any understanding that it would not be disclosed.

          11.4.  ERISA.  "ERISA" means the federal Employee Retirement Income 
     Security Act of 1974 or any successor statute, and the rules and
     regulations thereunder, and in the case of any referenced section thereof
     any successor section thereto, collectively and as from time to time
     amended and in effect.

          11.5.  Intellectual Property.  "Intellectual Property" means 
     inventions, discoveries, developments, methods, processes, compositions,
     works, concepts and ideas (whether or not patentable or copyrightable or
     constituting trade secrets) conceived, made, created, developed or reduced
     to practice by the Executive (whether 

                                      -14-
<PAGE>
 
     alone or with others, whether or not during normal business hours or on or
     off Company premises) during the Executive's employment that relate to
     either the business of the Company or any of its Affiliates or any
     prospective activity of the Company or any of its Affiliates.

          11.6.  Person.  "Person" means an individual, a corporation, an 
     association, a partnership, a limited liability company, an estate, a trust
     and any other entity or organization.

     12.  Withholding.  All payments made by the Company under this Agreement 
shall be reduced by any tax or other amounts required to be withheld by the
Company under applicable law.

     13.  Miscellaneous.

          13.1.  Assignment.  Neither the Company nor the Executive may make any
     assignment of this Agreement or any interest herein (provided, however,
     that nothing contained herein shall be construed to place any limitation or
     restriction on the transfer of the Common Stock in addition to any
     restrictions set forth in any agreement applicable to such shares) without
     the prior written consent of the other. This Agreement shall inure to the
     benefit of and be binding upon the Company and the Executive, and their
     respective successors, executors, administrators, heirs and permitted
     assigns.

          13.2.  Severability.  If any portion or provision of this Agreement 
     shall to any extent be declared illegal or unenforceable by a court of
     competent jurisdiction, then the application of such provision in such
     circumstances shall be deemed modified to permit its enforcement to the
     maximum extent permitted by law, and both the application of such portion
     or provision in circumstances other than those as to which it is so
     declared illegal or unenforceable and the remainder of this Agreement shall
     not be affected thereby, and each portion and provision of this Agreement
     shall be valid and enforceable to the fullest extent permitted by law.

          13.3.  Waiver; Amendment.  No waiver of any provision hereof shall be 
     effective unless made in writing and signed by the waiving party. The
     failure of either party to require the performance of any term or
     obligation of this Agreement, or the waiver by either party of any breach
     of this Agreement, shall not prevent any subsequent enforcement of such
     term or obligation or be deemed a waiver of any subsequent breach. This
     Agreement may be amended or modified only by a written instrument signed by
     the Executive and the Company.

                                      -15-
<PAGE>
 
          13.4.  Notices.  Any and all notices, requests, demands and other 
     communications provided for by this Agreement shall be in writing and shall
     be effective when delivered in person or two business days after being
     deposited in the United States mail, postage prepaid, registered or
     certified, and addressed (a) in the case of the Executive, to Rhonda I.
     Kochlefl at Donnelley Enterprise Solutions Incorporated, 161 North Clark
     Street, Suite 2400, Chicago, Illinois 60601 or, (b) in the case of the
     Company, at its principal place of business and to the attention of Board
     of Directors; or to such other address as either party may specify by
     notice to the other.

          13.5.  Entire Agreement.  This Agreement constitutes the entire 
     agreement between the parties with respect to the terms and conditions of
     the Executive's employment and, except as otherwise provided herein,
     supersedes all prior communications, agreements and understandings, written
     or oral, with the Company with respect to the terms and conditions of the
     Executive's employment, including the Original Agreement.

          13.6.  Headings.  The headings and captions in this Agreement are for
     convenience only and in no way define or describe the scope or content of
     any provision of this Agreement.

          13.7.  Counterparts.  This Agreement may be executed in any number of
     counterparts, each of which shall be an original and all of which together
     shall constitute one and the same instrument.

          13.8.  Governing Law.  This Agreement shall be governed by and 
     construed in accordance with the domestic substantive laws of the State of
     Illinois without giving effect to any choice or conflict of laws provision
     or rule that would cause the application of the domestic substantive laws
     of any other jurisdiction.

          13.9.  Legal Fees.  In any action brought by the Executive to enforce 
     the Executive's rights hereunder, DESI shall reimburse, indemnify and hold
     harmless the Executive from her fees and reasonable expenses of counsel;
     provided, however, that such indemnification shall not extend to any action
     brought by the Executive in bad faith or without a reasonable likelihood of
     success under the terms of this Agreement.

                                      -16-
<PAGE>
 
     IN WITNESS WHEREOF, this Agreement has been executed by the Company, by its
duly authorized representative, and by the Executive, as of the date first above
written.


THE COMPANY:        DONNELLEY ENTERPRISE SOLUTIONS INCORPORATED


                    By/s/ Rhonda I. Kochlefl
                      -------------------------------------------  
                      Name:  Rhonda I. Kochlefl
                      Title: President, CEO



THE EXECUTIVE:        /s/ Luke F. Botica
                      -------------------------------------------
                      Luke F. Botica

                                      -17-