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                                                                   EXHIBIT 10.16


                              EMPLOYMENT AGREEMENT

     This Employment Agreement is made as of March 1, 1997 by and among
Donnelley Enterprise Solutions Incorporated, a Delaware corporation (the
"Company"), and David Shea (the "Executive").

     WHEREAS, the Company desires to employ the Executive as its President,
     Systems Management Group division ("SMG"), 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 March 1, 1997.

     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 Division
     President, SMG division.  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 with the Executive's position as President, SMG
     division, 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.
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          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, the Company shall pay the
     Executive a base salary at the rate of $175,000 per year, 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 1997 shall be
     prorated for the period from the Effective Date through December 31, 1997
     and for any subsequent period of service less than one full year.

          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 1997 (the "1997 Bonus") will be calculated as follows:
     The Company will calculate the dollar amount of the 1997 SMG Bonus pursuant
     to Section 4.2.1. below and the dollar amount of the 1997 DESI Bonus
     pursuant to Section 4.2.2. below, adjust such amounts in accordance with
     Section 4.2.3, and pay to the Executive the sum of such amounts:


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               4.2.1.  (a)  If the Targeted Operating Income (as defined below)
          for the SMG Division for calendar year 1997 (the "1997 SMG TOI"), is
          less than 70% x Base SMG Target (the "Minimum SMG Target"), the 1997
          SMG Bonus shall equal zero;

               (b) If the 1997 SMG TOI is equal to or greater than the Minimum
          SMG Target but less than (TBD) (the "Base SMG Target"), the 1997 SMG
          Bonus shall equal the number obtained by multiplying 30% of the
          Executive's 1997 Salary by a fraction (which shall not be greater than
          one), the numerator of which is the difference between the 1997 SMG
          TOI and the Minimum SMG Target and the denominator of which is the
          amount determined by subtracting the Minimum SMG Target from the Base
          SMG Target;

               (c)  If the 1997 SMG TOI is equal to or greater than the Base SMG
          Target but less than 150% x SMG Target (the "Maximum SMG Target"), the
          1997 SMG Bonus shall equal the sum of the number obtained by
          multiplying 60% of the Executive's 1997 Salary by a fraction (which
          shall not be greater than one), the numerator of which is the
          difference between the 1997 SMG TOI and the Base SMG Target and the
          denominator of which is the amount determined by subtracting the Base
          SMG Target from the Maximum SMG Target; or

               (d)  If the 1997 SMG TOI is equal to or greater than the Maximum
          SMG Target, the 1997 SMG Bonus shall equal 60% of the Executive's 1997
          Salary.

               4.2.2.  (a)  If the Adjusted Operating Income (as defined below)
          for DESI taken as a whole for calendar year 1997 (the "1997 DESI
          AOI"), is less than 70% x Base DESI Target (the "Minimum DESI
          Target"), the 1997 DESI Bonus shall equal zero;

               (b)  If the 1997 DESI TOI is equal to or greater than the Minimum
          DESI Target but less than (TBD) (the "Base DESI Target"), the 1997
          DESI Bonus shall equal the sum of the number obtained by multiplying
          10% of the Executive's 1997 Salary by a fraction (which shall not be
          greater than one), the numerator of which is the difference between
          the 1997 DESI AOI and the Minimum DESI Target and the denominator of
          which is the amount determined by subtracting the Minimum DESI Target
          from the Base DESI Target;


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               (c)  If the 1997 DESI TOI is equal to or greater than the Base
          DESI Target but less than 150% x Base DESI Target (the "Maximum DESI
          Target"), the 1997 DESI Bonus shall equal the sum of the number
          obtained by multiplying 20% of the Executive's 1997 Salary by a
          fraction (which shall not be greater than one), the numerator of which
          is the difference between the 1997 DESI TOI and the Base DESI Target
          and the denominator of which is the amount determined by subtracting
          the Base DESI Target from the Maximum DESI Target; or

               (d)  If the 1997 DESI TOI is equal to or greater than the Maximum
          DESI Target, the 1997 DESI Bonus shall equal 20% of the Executive's
          1997 Salary.

               4.2.3.  Any compensation paid to the Executive as Bonus shall be
          in addition to the Base Salary.  The 1997 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 review and change by the Board relative to key
          strategic objectives for the year.

          4.3.  Vacations.  During the term hereof, the Executive shall be
     entitled to four (4) weeks of vacation per annual vacation period of the
     Company, such vacation to be taken at such times and intervals as shall be
     determined by the Executive in the Executive's reasonable discretion. 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.

          4.4.  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 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


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     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.

          4.5.  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.

          4.6.  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.

     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 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


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     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.
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               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 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


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          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 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).

          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


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     Section 4.6, (iii) the amounts specified in Section 4.7, (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 New York 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 Section 4.7, (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,


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     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.

          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.

          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


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     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 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 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


                                     -10-
<PAGE>

     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 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


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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 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.

                                     -12-
<PAGE>

     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 the Board or a committee thereof.

          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


                                     -13-
<PAGE>

     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 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

                                     -14-
<PAGE>

     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.

          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 David Shea,
     23 Broad Street, Weston, CT, 06883 or, (b) in the case of the Company, at
     its principal place of business and to the attention of the Chief Executive
     Officer; 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


                                     -15-
<PAGE>

     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



                       /s/ Rhonda I. Kochlefl
                    By________________________________
                      Rhonda I. Kochlefl
                      Chairman, President & CEO



THE EXECUTIVE:         /s/ David Shea
                       _______________________________
                       David Shea


                                     -17-