Exhibit 10.8


                           CHANGE IN CONTROL AGREEMENT


         This EMPLOYMENT AND CHANGE IN CONTROL AGREEMENT ("Agreement"),
effective as of July 25, 2000, by and between CONSOLIDATED GRAPHICS, INC., a
Texas corporation (the "Company"), and JOE R. DAVIS (the "Executive"), evidences
that;

         WHEREAS, the Executive is a senior executive of the Company and has
made and/or is expected to make or continue to make significant contributions to
the profitability, growth and financial strength of the Company;

         WHEREAS, the Company desires to assure itself of both present and
future continuity of management in the event of a Change in Control (as defined
hereafter) and desires to establish certain minimum compensation rights with
respect to its key senior executives, including the Executive, applicable in the
event of a Change in Control;

         WHEREAS, the Company wishes to ensure that its senior executives are
not practically disabled from discharging their duties upon a Change in Control;

         WHEREAS, this Agreement is not intended to alter materially the
compensation and benefits which the Executive could reasonably expect to receive
from the Company absent a Change in Control and, accordingly, although effective
and binding as of the date hereof, this Agreement shall become operative only
upon the occurrence of a Change in Control; and

         WHEREAS, the Executive is willing to render services to the Company on
the terms and subject to the conditions set forth in this Agreement;

         NOW, THEREFORE, the Company and the Executive agree as follows:

         1.       Operation of Agreement:
                  ----------------------

                  (a)      Sections 1 and 8 through 21 of this Agreement shall
                           be effective and binding as of the Effective Date,
                           but, anything in this Agreement to the contrary
                           notwithstanding, Sections 2, 3, 4, 5, 6 and 7 of this
                           Agreement shall not be effective and binding unless
                           and until there shall have occurred a Change in
                           Control. For purposes of this Agreement, a "Change in
                           Control" will be deemed to have occurred if at any
                           time during the Term (as hereinafter defined) any of
                           the following events shall occur:

                           (i)      The Company is merged, consolidated,
                                    converted or reorganized into or with
                                    another corporation or other legal entity,
                                    and as a result of such merger,
                                    consolidation, conversion or reorganization
                                    less than a majority of the combined voting
                                    power of the then outstanding securities of
                                    the Company or such corporation or other
                                    legal entity immediately after such
                                    transaction are held in the aggregate by the
                                    holders of Voting Stock (as hereinafter
                                    defined)

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                                    of the Company immediately prior to
                                    such transaction and/or such voting power is
                                    not held by substantially all of such
                                    holders in substantially the same
                                    proportions relative to each other;

                            (ii)    The Company sells (directly or indirectly)
                                    all or substantially all of its assets
                                    (including, without limitation, by means of
                                    the sale of the capital stock or assets of
                                    one or more direct or indirect subsidiaries
                                    of the Company) to any other corporation
                                    or other legal entity, of which less than
                                    a majority of the combined voting power of
                                    the then outstanding voting securities
                                    (entitled to vote generally in the election
                                    of directors or persons performing similar
                                    functions on behalf of such other
                                    corporation or legal entity) of such other
                                    corporation or legal entity is held in the
                                    aggregate by the holders of Voting Stock of
                                    the Company immediately prior to such sale
                                    and/or such voting power is not held by
                                    substantially all of such holders in
                                    substantially the same proportions relative
                                    to each other;

                           (iii)    Any person (as the term "person" is used in
                                    Section 13(d)(3) or Section 14(d)(2) of the
                                    Securities Exchange Act of 1934, as amended
                                    (the "Exchange Act")) becomes (subsequent to
                                    the Effective Date) the beneficial owner (as
                                    the term "beneficial owner" is defined under
                                    Rule 13d-3 or any successor rule or
                                    regulation promulgated under the Exchange
                                    Act) of securities representing fifty
                                    percent (50%) or more of the combined voting
                                    power of the then-outstanding securities
                                    entitled to vote generally in the election
                                    of directors of the Company ("Voting
                                    Stock");

                           (iv)     The Company files a report or proxy
                                    statement with the Securities and Exchange
                                    Commission pursuant to the Exchange Act
                                    disclosing in response to Form 8-K, Schedule
                                    14A or Schedule 14C (or any successor
                                    schedule, form or report or item therein)
                                    that a change in control of the Company has
                                    occurred;

                           (v)      If during any one (1)-year period,
                                    individuals who at the beginning of any such
                                    period constitute the directors of the
                                    Company cease for any reason to constitute
                                    at least a majority thereof, unless the
                                    election, or the nomination for election by
                                    the Company's shareholders, of each director
                                    of the Company first elected during such
                                    period was approved by a vote of at least
                                    two-thirds of (i) the directors of the
                                    Company then still in office who were
                                    directors of the Company at the beginning of
                                    any such period or (ii) directors of the
                                    Company whose nomination and/or election was
                                    approved by the directors referenced in
                                    clause (i) immediately preceding; or

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                           (vi)     The shareholders of the Company approve a
                                    plan contemplating the liquidation or
                                    dissolution of the Company.

                           Notwithstanding the foregoing provisions of
                           Subsection 1(a)(iii) or 1(a)(iv) hereof, a "Change in
                           Control" shall not be deemed to have occurred for
                           purposes of this Agreement solely because (i) the
                           Company, (ii) a corporation or other legal entity in
                           which the Company directly or indirectly beneficially
                           owns 100% of the voting securities of such entity, or
                           (iii) any employee stock ownership plan or any other
                           employee benefit plan of the Company or any
                           wholly-owned subsidiary of the Company, either files
                           or becomes obligated to file a report or a proxy
                           statement under or in response to Schedule 13D,
                           Schedule 14D-1, Form 8-K, Schedule 14A or Schedule
                           14C (or any successor schedule, form or report or
                           item therein) under the Exchange Act, disclosing
                           beneficial ownership by it of shares of Voting Stock,
                           or because the Company reports that a change in
                           control of the Company has occurred by reason of such
                           beneficial ownership.

                  (b)      Upon occurrence of a Change in Control at any time
                           during the Term, Sections 2, 3, 4, 5, 6 and 7 of this
                           Agreement shall become immediately binding and
                           effective.

                  (c)      The period during which this Agreement shall be in
                           effect (the "Term") shall commence as of the date
                           hereof and shall expire as of the later of (i) the
                           close of business on the third anniversary of the
                           date hereof, or (ii) the expiration of the Period of
                           Employment (as hereinafter defined); provided,
                           however, that (A) subject to Section 9 hereof, if,
                           prior to a Change in Control, the Executive ceases
                           for any reason to be an employee of the Company (or
                           a parent or subsidiary thereof), thereupon the
                           Term shall be deemed to have expired and this
                           Agreement shall immediately terminate and be of no
                           further effect and (B) commencing on the first
                           anniversary of the date hereof and each anniversary
                           thereafter, the Term of this Agreement shall
                           automatically be extended for an additional year.

         2.       Employment; Period of Employment:
                  --------------------------------

                  (a)      Subject to the terms and conditions of this
                           Agreement, upon the occurrence of a Change in
                           Control, the Company shall continue the Executive in
                           its employ and the Executive shall remain in the
                           employ of the Company for the period set forth in
                           Subsection 2(b) hereof (the "Period of Employment"),
                           in the position and with substantially the same
                           duties and responsibilities that the Executive had
                           immediately prior to the Change in Control, or to
                           which the Company and the Executive may hereafter
                           mutually agree in writing. Throughout the Period of
                           Employment, the Executive shall devote substantially
                           all of the

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                           Executive's time during normal business hours
                           (subject to vacations, sick leave and other
                           absences in accordance with the policies of the
                           Company as in effect for senior executives
                           immediately prior to the Change in Control) to the
                           business and affairs of the Company, but nothing in
                           this Agreement shall preclude the Executive from
                           devoting reasonable periods of time during normal
                           business hours to (i) serving as a director, trustee
                           or member of or participant in any organization or
                           business so long as such activity would not
                           constitute Competitive Activity (as hereinafter
                           defined) if conducted by the Executive after the
                           Executive's Termination Date (as hereinafter
                           defined), (ii) engaging in charitable and community
                           activities, or (iii) managing the Executive's
                           personal investments.

                  (b)      The Period of Employment shall commence on the date
                           on which a Change in Control occurs and, subject only
                           to the provisions of Section 4 hereof, shall continue
                           until the expiration of the second anniversary of the
                           occurrence of the Change in Control.

         3.       Compensation During Period of Employment:
                  ----------------------------------------

                  (a)      During the Period of Employment, the Executive shall
                           receive (i) annual base salary at a rate not less
                           than the Executive's highest annual fixed or base
                           compensation paid during or payable with respect to
                           any calendar year during the three calendar years
                           immediately preceding the year in which the Change in
                           Control occurred, or such higher rate as may be
                           determined from time to time by the Board of
                           Directors of the Company (the "Board") or the
                           Compensation Committee thereof (the "Committee")
                           (which base salary at such rate is herein referred to
                           as "Base Pay") and (ii) an annual amount equal to not
                           less than the highest aggregate annual bonus,
                           incentive or other payments of cash compensation paid
                           to the Executive in addition to the amounts referred
                           to in clause (i) above made or to be made in or with
                           respect to any calendar year during the three
                           calendar years immediately preceding the year in
                           which the Change in Control occurred pursuant to any
                           bonus, incentive, profit-sharing, performance,
                           discretionary pay or similar policy, plan, program or
                           arrangement of the Company ("Incentive Pay") which
                           contemplates cash payments other than Employee
                           Benefits (as hereinafter defined); provided, however,
                           that in no event shall any increase in the
                           Executive's aggregate cash compensation or any
                           portion thereof in any way diminish any other
                           obligation of the Company under this Agreement. The
                           Executive's Base Pay shall be payable monthly. The
                           Executive's Incentive Pay shall be paid annually as
                           soon as reasonably practicable following
                           determination of the amount payable but in no event
                           later than the date which is sixty (60) days
                           following the last day of the fiscal year during
                           which such Incentive Pay is deemed earned.

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                  (b)      During the Period of Employment the Executive shall,
                           on the same basis as the Executive participated
                           therein immediately prior to the Change in Control,
                           be a full participant in, and shall be entitled to
                           the perquisites, benefits and service credit for
                           benefits as provided under any and all employee
                           retirement income and welfare benefit policies,
                           plans, programs or arrangements in which senior
                           executives of the Company and/or any parent or
                           subsidiary participate generally, including without
                           limitation any stock option, stock purchase, stock
                           appreciation, savings, pension, supplemental
                           executive retirement or other retirement income or
                           welfare benefit, deferred compensation, incentive
                           compensation, group and/or executive life, accident,
                           health, dental, medical/hospital or other insurance
                           (whether funded by actual insurance or self-insured
                           by the Company), disability, salary continuation,
                           expense reimbursement and other employee benefit
                           policies, plans, programs or arrangements that may
                           exist immediately prior to the Change in Control or
                           any equivalent successor policies, plans, programs
                           or arrangements that may be adopted thereafter by the
                           Company and/or any parent or subsidiary
                           (collectively, "Employee Benefits"); provided,
                           however, that, except as set forth in Section 5(a)(v)
                           hereof, the Executive's rights thereunder shall be
                           governed by the terms thereof and shall not be
                           enlarged hereunder or otherwise affected hereby.
                           Subject to the proviso in the immediately preceding
                           sentence, if and to the extent such perquisites,
                           benefits or service credit for benefits are not
                           payable or provided under any such policy, plan,
                           program or arrangement as a result of the amendment
                           or termination thereof subsequent to or after a
                           Change in Control, then the Company shall itself
                           pay or provide such Employee Benefits. Nothing in
                           this Agreement shall preclude improvement or
                           enhancement of any such Employee Benefits, provided
                           that no such improvement shall in any way diminish
                           any other obligation of the Company under this
                           Agreement.

                  (c)      The Company has determined that the amounts payable
                           pursuant to this Section 3 constitute reasonable
                           compensation. Accordingly, notwithstanding any other
                           provision hereof, unless such action would be
                           expressly prohibited by applicable law, if any amount
                           paid or payable pursuant to this Section 3 is subject
                           to the excise tax imposed by Section 4999 of the
                           Internal Revenue Code of 1986, as amended (the
                           "Code"), the Company will pay to the Executive an
                           additional amount in cash equal to the amount
                           necessary to cause the aggregate remuneration
                           received by the Executive under this Section 3,
                           including such additional cash payment (net of all
                           federal, state and local income and other taxes and
                           all taxes payable as the result of the application of
                           Sections 280G and 4999 of the Code) to be equal to
                           the aggregate remuneration the Executive would have
                           received under this Section 3, excluding such
                           additional payment (net of all federal, state and
                           local income and other taxes), as if

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                           Sections 280G and 4999 of the Code (and any successor
                           provisions thereto) had not been enacted into law.

         4.       Termination Following a Change in Control:
                  -----------------------------------------

                  (a)      In the event of the occurrence of a Change in
                           Control, this Agreement may be terminated by the
                           Company during the Period of Employment only upon the
                           occurrence of one or more of the following events:

                           (i)      If the Executive is unable to perform the
                                    essential functions of the Executive's job
                                    (with or without reasonable accommodation)
                                    because the Executive has become permanently
                                    disabled within the meaning of, and actually
                                    begins to receive disability benefits
                                    pursuant to, a long-term disability plan
                                    maintained by or on behalf of the Company
                                    for senior executives generally or, if
                                    applicable, employees of the Company
                                    immediately prior to the Change in Control;
                                    or

                           (ii)     For "Cause," which for purposes of this
                                    Agreement shall mean that, prior to any
                                    termination pursuant to Subsection 4(b)
                                    hereof, the Executive shall have committed:

                                    (A)    an intentional act of material fraud,
                                           embezzlement or theft in connection
                                           with the Executive's duties or in the
                                           course of the Executive's employment
                                           with the Company;

                                    (B)    intentional, wrongful damage to
                                           material property of the Company;

                                    (C)    intentional, wrongful disclosure of
                                           material secret processes or
                                           confidential information of the
                                           Company; or

                                    (D)    intentional wrongful engagement in
                                           any Competitive Activity;

                                           and any such act shall have been
                                           materially harmful to the Company.
                                           For purposes of this Agreement, no
                                           act, or failure to act, on the part
                                           of the Executive shall be deemed
                                           "intentional" if it was due primarily
                                           to an error in judgment or
                                           negligence, but shall be deemed
                                           "intentional" only if done, or
                                           omitted to be done, by the Executive
                                           not in good faith and without
                                           reasonable belief that the
                                           Executive's action or omission was in
                                           the best interest of the Company.
                                           Notwithstanding the foregoing, the
                                           Executive shall not be deemed to have
                                           been terminated for "Cause" hereunder
                                           unless and until there shall have
                                           been delivered to the

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                                           Executive a copy of a resolution duly
                                           adopted by the affirmative vote of
                                           not less than three-quarters of the
                                           Board then in office 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), finding that, in
                                           the good faith opinion of the Board,
                                           the Executive has committed an act
                                           set forth above in this Subsection
                                           4(a)(ii) and specifying the
                                           particulars thereof in detail.
                                           Nothing herein shall limit the right
                                           of the Executive or the Executive's
                                           beneficiaries to contest the validity
                                           or propriety of any such
                                           determination.

                  (b)      In the event of the occurrence of a Change in
                           Control, this Agreement may be terminated by the
                           Executive during the Period of Employment with the
                           right to benefits as provided in Section 5 hereof
                           upon the occurrence of one or more of the following
                           events as determined by the Executive in the sole
                           discretion of the Executive:

                           (i)      Any termination by the Company of the
                                    employment of the Executive for any reason
                                    other than for Cause or as a result of the
                                    death of the Executive or by reason of the
                                    Executive's disability and the actual
                                    receipt of disability benefits in accordance
                                    with Subsection 4(a)(i) hereof; or

                           (ii)     Termination by the Executive of the
                                    Executive's employment with the Company (or
                                    any successor to or affiliate thereof)
                                    during the Period of Employment upon the
                                    occurrence of any of the following events:

                                    (A)    Failure to elect or reelect the
                                           Executive to the office(s) which the
                                           Executive held immediately prior to a
                                           Change in Control, or failure to
                                           elect or reelect the Executive as a
                                           director of the Company (or any
                                           successor to parent entity thereof)
                                           or the removal of the Executive as a
                                           director of the Company (or any
                                           successor thereto), if the Executive
                                           shall have been a director of the
                                           Company immediately prior to the
                                           Change in Control;

                                    (B)    An adverse change in the nature or
                                           scope of the authorities, powers,
                                           functions, responsibilities or duties
                                           attached to the position(s) which the
                                           Executive held immediately prior to
                                           the Change in Control; a reduction in
                                           the Executive's Base Pay and/or
                                           Incentive Pay received from the
                                           Company; or the termination of the
                                           Executive's rights to any Employee

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                                           Benefits to which the Executive was
                                           entitled immediately prior to the
                                           Change in Control or a reduction in
                                           scope or value thereof without the
                                           prior written consent of the
                                           Executive, any of which is not
                                           remedied within ten (10) calendar
                                           days after receipt by the Company of
                                           written notice from the Executive of
                                           such change, reduction or
                                           termination, as the case may be;

                                    (C)    A determination by the Executive
                                           that, following a Change in Control,
                                           as a result of a change in
                                           circumstances significantly affecting
                                           the Executive's position(s),
                                           including without limitation, a
                                           change in the scope of the business
                                           or other activities for which the
                                           Executive was responsible
                                           immediately prior to a Change in
                                           Control, the Executive has been
                                           rendered substantially unable to
                                           carry out, has been substantially
                                           hindered in the performance of, or
                                           has suffered a substantial reduction
                                           in any of the authorities, powers,
                                           functions, responsibilities or duties
                                           attached to the position(s) held by
                                           the Executive immediately prior to
                                           the Change in Control, which
                                           situation is not remedied within ten
                                           (10) calendar days after written
                                           notice to the Company from the
                                           Executive of such determination;

                                    (D)    The liquidation, dissolution, merger,
                                           consolidation or reorganization of
                                           the Company or transfer of all or a
                                           significant portion of its business
                                           and/or assets (including, without
                                           limitation, by means of the sale of
                                           the capital stock or assets of one or
                                           more direct or indirect subsidiaries
                                           of the Company), unless the successor
                                           (by liquidation, merger,
                                           consolidation, reorganization or
                                           otherwise) to which all or a
                                           significant portion of its business
                                           and/or assets have been transferred
                                           (directly or by operation of law)
                                           shall have assumed all duties and
                                           obligations of the Company under this
                                           Agreement pursuant to Section 11
                                           hereof (in which case, such entity
                                           shall be deemed to be the "Company"
                                           hereunder);

                                    (E)    The Company shall require (I) that
                                           the principal place of work of the
                                           Executive or the appropriate
                                           principal executive office of the
                                           Company or the Company's operating
                                           division or subsidiary for which the
                                           Executive performed the majority of
                                           his services during the twelve
                                           (12)-month period preceding the
                                           Change in Control be changed to any
                                           location which is in excess of forty
                                           (40) miles from the location thereof
                                           immediately prior to the Change in
                                           Control or (II) that the Executive
                                           travel away from the Executive's

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                                           office in the course of discharging
                                           the Executive's responsibilities or
                                           duties hereunder more (in terms of
                                           either consecutive days or aggregate
                                           days in any calendar year) than was
                                           required of the Executive prior to
                                           the Change in Control, without, in
                                           either case, the Executive's prior
                                           consent; or

                                    (F)    Any material breach of this Agreement
                                           by the Company or any successor
                                           thereto.

                 (c)       A termination by the Company pursuant to Subsection
                           4(a) hereof or by the Executive pursuant to
                           Subsection 4(b) hereof shall not affect any rights
                           which the Executive may have pursuant to any
                           agreement, policy, plan, program or arrangement of
                           the Company providing Employee Benefits, which rights
                           shall be governed by the terms thereof. If this
                           Agreement or the employment of the Executive is
                           terminated under circumstances in which the Executive
                           is not entitled to any payments under Sections 3 or 5
                           hereof, then notwithstanding anything herein to the
                           contrary, the Executive shall have no further
                           obligation or liability to the Company hereunder with
                           respect to the Executive's prior or any future
                           employment by the Company.

         5.       Severance Compensation:
                  ----------------------

                 (a)       If, following the occurrence of a Change in Control,
                           (x) the Company shall terminate the Executive's
                           employment during the Period of Employment other than
                           pursuant to Subsection 4(a) hereof, or (y) the
                           Executive shall terminate the Executive's employment
                           during the Period of Employment pursuant to
                           Subsection 4(b) hereof, or (z) the Executive dies
                           during the Period of Employment, the Company shall
                           pay to the Executive (or the Executive's estate, as
                           applicable) the amount specified in Subsection
                           5(a)(i) hereof within five business days after the
                           date (the "Termination Date") that the Executive's
                           employment is terminated (the effective date of which
                           shall be the date of termination or death, or such
                           other date that may be specified by the Executive if
                           the termination is pursuant to Subsection 4(b)
                           hereof):

                           (i)      In lieu of any further payments under
                                    Subsection 3(a) to the Executive for periods
                                    subsequent to the Termination Date, but
                                    without affecting the rights of the
                                    Executive referred to in Subsection 5(b)
                                    hereof, a lump sum payment (the "Severance
                                    Payment") in an amount equal to a multiple
                                    of three (3) times the sum of (A) the
                                    Executive's Base Pay (at the highest rate in
                                    effect during the Term prior to the
                                    Termination Date), plus (B) the Executive's
                                    Incentive Pay (based upon the greatest
                                    amount of

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                                    Incentive Pay paid or payable to the
                                    Executive for any year during the Term prior
                                    to the Termination Date).

                           (ii)     (A) for the remainder of the Period of
                                    Employment the Company shall arrange to
                                    provide the Executive with Employee Benefits
                                    identical to those which the Executive was
                                    receiving or entitled to receive immediately
                                    prior to the Termination Date (and if and to
                                    the extent that such benefits shall not or
                                    cannot be paid or provided under any policy,
                                    plan, program or arrangement of the Company
                                    solely due to the fact that the Executive is
                                    no longer an officer or employee of the
                                    Company, then the Company shall itself pay
                                    to the Executive and/or the Executive's
                                    dependents and beneficiaries, such Employee
                                    Benefits) and (B) without limiting the
                                    generality of the foregoing, the remainder
                                    of the Period of Employment shall be
                                    considered service with the Company for the
                                    purpose of service credits under the
                                    Company's retirement income, supplemental
                                    executive retirement and other benefit plans
                                    applicable to the Executive and/or the
                                    Executive's dependents and beneficiaries
                                    immediately prior to the Termination Date.
                                    Without otherwise limiting the purposes or
                                    effect of Section 6 hereof, Employee
                                    Benefits payable to the Executive pursuant
                                    to this Subsection 5(a)(ii) by reason of any
                                    "welfare benefit plan" of the Company (as
                                    the term "welfare benefit plan" is defined
                                    in Section 3(1) of the Employee Retirement
                                    Income Security Act of 1974, as amended)
                                    shall be reduced to the extent comparable
                                    welfare benefits are actually received by
                                    the Executive from another employer during
                                    such period following the Executive's
                                    Termination Date until the expiration of the
                                    Period of Employment.

                           (iii)    In addition to all other compensation due to
                                    the Executive hereunder, the following shall
                                    occur immediately prior to the occurrence of
                                    a Change in Control:

                                    (A)    all Company stock options held by the
                                           Executive prior to a Change in
                                           Control shall become exercisable,
                                           regardless of whether or not the
                                           vesting/performance conditions set
                                           forth in the relevant agreements
                                           shall have been satisfied in full;

                                    (B)    all restrictions on any restricted
                                           securities granted by the Company to
                                           the Executive prior to a Change in
                                           Control shall be removed and the
                                           securities shall become fully vested
                                           and freely transferable, regardless
                                           of whether the vesting/performance
                                           conditions set forth in the relevant
                                           agreements shall have been satisfied
                                           in full;

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                                    (C)    the Executive shall have an immediate
                                           right to receive all performance
                                           shares or bonuses granted prior to a
                                           Change in Control, and such
                                           performance shares and bonuses shall
                                           become fully vested and freely
                                           transferable or payable without
                                           restrictions, regardless of whether
                                           or not specific performance goals set
                                           forth in the relevant agreements
                                           shall have been attained; and

                                    (D)    all performance units granted to the
                                           Executive prior to a Change in
                                           Control shall become immediately
                                           payable in cash or Common Stock, at
                                           the Executive's sole option,
                                           regardless of whether or not the
                                           relevant performance cycle has been
                                           completed, and regardless of whether
                                           any other terms and conditions of the
                                           relevant agreements shall have been
                                           satisfied in full;

                                    provided, that if the terms of any plan or
                                    agreement providing for such options,
                                    restricted securities, performance shares or
                                    bonuses, or performance units do not allow
                                    such acceleration or payment as described
                                    above, the Company shall take or cause to be
                                    taken any action required to allow such
                                    acceleration or payment or to separately pay
                                    the value of such benefits.

                  (b)     (i)       Anything in this Agreement to the contrary
                                    notwithstanding, in the event a public
                                    accounting firm selected by the Executive
                                    (the "Accounting Firm") shall
                                    determine that any payment, benefit, or
                                    distribution by the Company to the Executive
                                    (whether paid or payable or distributed or
                                    distributable pursuant to the terms of this
                                    Agreement or otherwise, but
                                    determined without regard to any additional
                                    payments required under this Subsection 5(b)
                                    (a "Payment") is subject to the excise tax
                                    imposed by Section 4999 of the Code, or any
                                    interest or penalties are incurred by the
                                    Executive with respect to such excise tax
                                    (such excise tax, together with any such
                                    interest and penalties, are hereinafter
                                    collectively referred to as the "Excise
                                    Tax"), then the Company shall pay
                                    to the Executive an additional payment
                                    (a "Gross-Up Payment") in an amount such
                                    that after payment by the Executive of all
                                    taxes (including any interest  or
                                    penalties imposed with respect to such
                                    taxes), including, without limitation, any
                                    income taxes (and any interest and penalties
                                    imposed with  respect thereto), and the
                                    Excise Tax imposed upon the Gross-Up
                                    Payment, the Executive retains an amount of
                                    the Gross-Up Payment equal to the Excise Tax
                                    imposed upon the Payments.

                                       11

<PAGE>

                          (ii)      Subject to the provisions of Subsection
                                    5(b)(iii), all determinations required to be
                                    made under this Subsection 5(b), including
                                    whether and when a Gross-Up Payment is
                                    required and the amount of such Gross-Up
                                    Payment and the assumptions to be utilized
                                    in arriving at such determination, shall be
                                    made by the Accounting Firm which shall
                                    provide detailed supporting calculations
                                    both to the Company and the Executive as
                                    soon as possible following a request made by
                                    the Executive or the Company. In the event
                                    that the Accounting Firm is serving as
                                    accountant or auditor for the individual,
                                    entity or group effecting the Change in
                                    Control, the Executive shall appoint another
                                    nationally recognized public accounting firm
                                    to make the determinations required
                                    hereunder (which accounting firm shall then
                                    be referred to as the Accounting Firm
                                    hereunder). All fees and expenses of the
                                    Accounting Firm shall be borne solely by the
                                    Company. Any Gross-Up Payment, as determined
                                    pursuant to this Subsection 5(b), shall be
                                    paid by the Company to the Executive within
                                    five (5) days of the receipt of the
                                    Accounting Firm's determination. If the
                                    Accounting Firm determines that no Excise
                                    Tax is payable by the Executive, it shall
                                    furnish the Executive with a written opinion
                                    that failure to report the Excise Tax on the
                                    Executive's applicable federal income tax
                                    return would not result in the imposition of
                                    a negligence or similar penalty. Any
                                    determination by the Accounting Firm shall
                                    be binding upon the Company and the
                                    Executive. As a result of the uncertainty in
                                    the application of Section 4999 of the Code
                                    at the time of the initial determination by
                                    the Accounting Firm hereunder, it is
                                    possible that Gross-Up Payments which will
                                    not have been made by the Company should
                                    have been made ("Underpayment"), consistent
                                    with the calculations required to be made
                                    hereunder. In the event that the Company
                                    exhausts its remedies pursuant to Subsection
                                    5(b)(iii) and the Executive thereafter is
                                    required to make a payment of any Excise
                                    Tax, the Accounting Firm shall determine the
                                    amount of the Underpayment that has occurred
                                    and any such Underpayment shall be promptly
                                    paid by the Company to or for the benefit
                                    of the Executive.

                         (iii)      The Executive shall notify the Company in
                                    writing of any claim by the Internal Revenue
                                    Service that, if successful, would require
                                    the payment by the Company of the Gross-Up
                                    Payment. Such notification shall be given as
                                    soon as practicable but no later than ten
                                    (10) business days after the Executive is
                                    informed in writing of such claim and shall
                                    apprise the Company of the nature of such
                                    claim and the date on which such claim is
                                    requested to be paid. The Executive shall
                                    not pay such claim prior to the expiration
                                    of the ten (10)-day period following the
                                    date on which the Executive

                                       12

<PAGE>

                                    gives such notice to the Company (or such
                                    shorter period ending on the date that any
                                    payment of taxes with respect to such claim
                                    is due). If the Company notifies the
                                    Executive in writing prior to the expiration
                                    of such period that it desires to contest
                                    such claim, the Executive shall:

                                    (A)    give the Company any information
                                           reasonably requested by the Company
                                           relating to such claim,

                                    (B)    take such action in connection with
                                           contesting such claim as the Company
                                           shall reasonably request in writing
                                           from time to time, including, without
                                           limitation, accepting legal
                                           representation with respect to such
                                           claim by an attorney reasonably
                                           selected by the Company,

                                    (C)    cooperate with the Company in good
                                           faith to effectively contest such
                                           claim, and

                                    (D)    permit the Company to participate in
                                           any proceedings relating to such
                                           claim;

                                    provided, however, that the Company shall
                                    bear and pay directly all costs and expenses
                                    (including additional interest and
                                    penalties) incurred in connection with such
                                    contest and shall indemnify and hold the
                                    Executive harmless, on an after-tax basis,
                                    for any Excise Tax or income tax (including
                                    interest and penalties with respect thereto)
                                    imposed as a result of such representation
                                    and payment of costs and expenses. Without
                                    limitation on the foregoing provisions of
                                    this Subsection 5(b)(iii), the Company shall
                                    control all proceedings taken in connection
                                    with such contest and, at its sole option,
                                    may pursue or forgo any and all
                                    administrative appeals, proceedings,
                                    hearings and conferences with the taxing
                                    authority in respect of such claim and may,
                                    at its sole option, either direct the
                                    Executive to pay the tax claimed and sue for
                                    a refund or contest the claim in any
                                    permissible manner, and the Executive agrees
                                    to prosecute such contest to a determination
                                    before any administrative tribunal, in a
                                    court of initial jurisdiction and in one or
                                    more appellate courts, as the Company shall
                                    determine; provided further, that if the
                                    Company directs the Executive to pay such
                                    claim and sue for a refund, the Company
                                    shall advance the amount of such payment to
                                    the Executive on an interest-free basis and
                                    shall indemnify and hold the Executive
                                    harmless, on an after-tax basis, from any
                                    Excise Tax or income tax (including interest
                                    or penalties with respect thereto) imposed
                                    with respect to such advance or with respect
                                    to any imputed income with respect to

                                     13

<PAGE>

                                    such advance; and provided further, that any
                                    extension of the statute of limitations
                                    relating to payment of taxes for the taxable
                                    year of the Executive with respect to which
                                    such contested amount is claimed to be due
                                    is limited solely to such contested amount.
                                    Furthermore, the Company's control of the
                                    contest shall be limited to issues with
                                    respect to which a Gross-Up Payment would be
                                    payable hereunder and the Executive shall be
                                    entitled to settle or contest, as the case
                                    may be, any other issue raised by the
                                    Internal Revenue Service or any other taxing
                                    authority.

                           (iv)     If, after the receipt by the Executive of an
                                    amount advanced by the Company pursuant to
                                    this Subsection 5(b), the Executive becomes
                                    entitled to receive, and receives, any
                                    refund with respect to such claim, the
                                    Executive shall (subject to the Company's
                                    complying with the requirements of this
                                    Subsection 5(b)) promptly pay to the Company
                                    the amount of such refund (together with any
                                    interest paid or credited thereon after
                                    taxes applicable thereto). If, after the
                                    receipt by the Executive of any amount
                                    advanced by the Company pursuant to
                                    Subsection 5(b), a determination is made
                                    that the Executive shall not be entitled to
                                    any refund with respect to such claim and
                                    the Company does not notify the Executive in
                                    writing of its intent to contest such denial
                                    of refund prior to the expiration of thirty
                                    (30) days after such determination, then
                                    such advance shall be forgiven and shall not
                                    be required to be repaid and the amount of
                                    such advance shall offset, to the extent
                                    thereof, the amount of Gross-Up Payment
                                    required to be paid.

                  (c)      There shall be no right of set-off or counterclaim in
                           respect of any claim, debt or obligation against any
                           payment to or benefit (including Employee Benefits)
                           of the Executive provided for in this Agreement.

                  (d)      Without limiting the rights of the Executive at law
                           or in equity, if the Company fails to make any
                           payment required to be made hereunder on a timely
                           basis, the Company shall pay interest on the amount
                           thereof (and on any interest accrued hereunder) at an
                           annualized rate of interest equal to the Highest
                           Lawful Rate as hereafter defined. "Highest Lawful
                           Rate" means, at any time and with respect to the
                           Executive, the maximum rate of interest under
                           applicable law that the Executive may charge the
                           Company. The Highest Lawful Rate shall be calculated
                           in a manner that takes into account any and all fees,
                           payments, and other charges in respect of this
                           greement that constitute interest under applicable
                           law. Each change in any interest rate provided for
                           herein based upon the Highest Lawful Rate resulting
                           from a change in the Highest Lawful Rate shall take
                           effect without notice to the Company at the time of
                           such change in the Highest Lawful Rate. For purposes
                           of determining the Highest Lawful Rate under

                                       14

<PAGE>

                           Texas law, the applicable rate ceiling shall be the
                           indicated rate ceiling described in, and computed in
                           accordance with the Texas Finance Code.
                           Notwithstanding anything to the contrary contained
                           herein, no provisions of this Agreement shall require
                           the payment or permit the collection of interest in
                           excess of the Highest Lawful Rate. If any excess of
                           interest in such respect is herein provided for, or
                           shall be adjudicated to be so provided, in this
                           Agreement or otherwise in connection with this loan
                           transaction, the provisions of this paragraph shall
                           govern and prevail, and neither the Company nor the
                           sureties, guarantors, successors or assigns of the
                           Company shall be obligated to pay the excess amount
                           of such interest, or any other excess sum paid for
                           the use, forbearance or detention of sums loaned
                           pursuant hereto. If for any reason interest in excess
                           of the Highest Lawful Rate shall be deemed charged,
                           required or permitted by any court of competent
                           jurisdiction, any such excess shall be applied as a
                           payment and reduction of the principal of
                           indebtedness evidenced by this Agreement; and, if the
                           principal amount hereof has been paid in full, any
                           remaining excess shall forthwith be paid to the
                           Company. In determining whether or not the interest
                           paid or payable exceeds the Highest Lawful Rate, the
                           Company and the Executive shall, to the extent
                           permitted by applicable law, (a) characterize any
                           non-principal payment as an expense, fee, or premium
                           rather than as interest, (b) exclude voluntary
                           prepayments and the effects thereof, and (c)
                           amortize, prorate, allocate, and spread in equal or
                           unequal parts the total amount of interest throughout
                           the entire contemplated term of the indebtedness
                           evidenced by this Agreement so that the interest for
                           the entire term does not exceed the Highest Lawful
                           Rate.

         6. No Mitigation Obligation: The Company hereby acknowledges that it
will be difficult, and may be impossible, for the Executive to find reasonably
comparable employment following the Termination Date and that the noncompetition
covenant contained in Section 7 hereof will further limit the employment
opportunities for the Executive. Accordingly, the parties hereto expressly agree
that the payment of the severance compensation and benefits by the Company to
the Executive in accordance with the terms of this Agreement will be liquidated
damages, and that the Executive shall not be required to mitigate the amount of
any payment provided for in this Agreement by seeking other employment or
otherwise, nor shall any profits, income, earnings or other benefits from any
source whatsoever create any mitigation, offset, reduction or any other
obligation on the part of the Executive hereunder or otherwise, except as
expressly provided in Subsection 5(a)(ii) hereof.

         7. Competitive Activity: During a period ending one year following the
Termination Date (or, if less, a period equal to the remaining Period of
Employment and beginning on the Termination Date), if the Executive shall have
received or shall be receiving benefits under Subsection 5(a) hereof, the
Executive shall not, without the prior written consent by the Company, directly
or indirectly engage in any "Competitive Business" (as hereinafter defined)
within any metropolitan area served by the Company during the twelve (12)-month
period

                                       15

<PAGE>

immediately preceding termination of the Executive's employment with the
Company nor will the Executive engage, within such geographical area(s), in the
design, development, distribution, manufacture, assembly or sale of a product or
service in competition with any product or service marketed or planned by the
Company immediately prior to the Termination Date, the plans, designs or
specifications of which have been revealed to the Executive ("Competitive
Activity"). The Executive acknowledges that these limited prohibitions are
reasonable as to time, geographical area and scope of activities to be
restrained and that the limited prohibitions do not impose a greater restraint
than is necessary to protect the Company's goodwill, proprietary information and
other business interests. "Competitive Activity" shall not include (i) the mere
ownership of a de minimis amount of securities in any such enterprise and
exercise of rights appurtenant thereto or (ii) participation in management of
any such enterprise or business operation thereof other than in connection with
the competitive operation of such enterprise. For purposes of this Section 7,
the term "Competitive Business" means any person or entity engaged in a business
that produces any of the following products or performs any of the following
services: general commercial printing services, including digital imaging,
off-set lithography, binding and finishing services and fulfillment of printed
materials, including any products or services manufactured, developed, or
distributed during the Term and the Term of Employment by the Company and/or its
affiliates, predecessors, or successors.

         8. Legal Fees and Expenses: It is the intent of the Company that the
Executive not be required to incur the expenses associated with the enforcement
of the Executive's rights under this Agreement by litigation or other legal
action because the cost and expense thereof would substantially detract from the
benefits intended to be extended to the Executive hereunder. Accordingly, if it
should appear to the Executive that the Company has failed to comply with any of
its obligations under this Agreement or in the event that the Company or any
other person takes any action to declare this Agreement void or unenforceable,
or institutes any litigation designed to deny, or to recover from, the Executive
the benefits intended to be provided to the Executive hereunder, the Company
irrevocably authorizes the Executive from time to time to retain counsel of the
Executive's choice, at the expense of the Company as hereafter provided, to
represent the Executive in connection with the litigation or defense of any
litigation or other legal action, whether by or against the Company or any
director, officer, shareholder or other person affiliated with the Company, in
any jurisdiction. Notwithstanding any existing or prior attorney-client
relationship between the Company and such counsel, the Company irrevocably
consents to the Executive's entering into an attorney-client relationship with
such counsel, and in connection therewith the Company and the Executive agree
that a confidential relationship shall exist between the Executive and such
counsel. The Company shall pay or cause to be paid and shall be solely
responsible for any and all attorneys' and related fees and expenses incurred by
the Executive as a result of the Company's failure to perform this Agreement or
any provision thereof or as a result of the Company or any person contesting the
validity or enforceability of this Agreement or any provision thereof as
aforesaid.

         9. Employment Rights: Nothing expressed or implied in this Agreement
shall create any right or duty on the part of the Company or the Executive to
have the Executive remain in the employment of the Company prior to any Change
in Control; provided, however, that any actual or constructive termination of
employment of the Executive or removal of the Executive

                                       16

<PAGE>

as an officer of the Company following the commencement of any discussion with
or receipt of an offer from a third person that ultimately results in a Change
in Control shall be deemed to be a termination or removal of the Executive after
a Change in Control for purposes of this Agreement.

         10.      Withholding of Taxes: The Company may withhold from any
amounts payable under this Agreement all federal, state, city or other taxes as
shall be required pursuant to any law or government regulation or ruling.

         11.      Successors and Binding Agreement:
                  --------------------------------

                  (a)      The Company shall require any successor (whether
                           direct or indirect, by purchase, merger,
                           consolidation, reorganization or otherwise) to all or
                           substantially all of the business and/or assets of
                           the Company, to expressly assume and agree to perform
                           this Agreement in the same manner and to the same
                           extent the Company would be required to perform if no
                           such succession had taken place. This Agreement shall
                           be binding upon and inure to the benefit of the
                           Company and any successor to the Company, including
                           without limitation any persons acquiring directly or
                           indirectly all or substantially all of the business
                           and/or assets of the Company whether by purchase,
                           merger, consolidation, reorganization or otherwise
                           (and such successor shall thereafter be deemed the
                           "Company" for the purposes of this Agreement). This
                           Agreement shall not otherwise be assignable,
                           transferable or delegable by the Company.

                  (b)      This Agreement shall inure to the benefit of and be
                           enforceable by the Executive's personal or legal
                           representatives, executors, administrators,
                           successors, heirs, distributees and/or legatees.

                  (c)      This Agreement is personal in nature and neither of
                           the parties hereto shall, without the consent of the
                           other, assign, transfer or delegate this Agreement or
                           any rights or obligations hereunder except as
                           expressly provided in Subsection 11(a) hereof.
                           Without limiting the generality of the foregoing, the
                           Executive's right to receive payments hereunder shall
                           not be assignable, transferable or delegable, whether
                           by pledge, creation of a security interest or
                           otherwise, other than by a transfer by the
                           Executive's will or by the laws of descent and
                           distribution and, in the event of any attempted
                           assignment or transfer contrary to this Subsection
                           11(c), the Company shall have no liability to pay any
                           amount so attempted to be assigned, transferred or
                           delegated.

                  (d)      The Company and the Executive recognize that each
                           Party will have no adequate remedy at law for breach
                           by the other of any of the agreements contained
                           herein and, in the event of any such breach, the
                           Company and the Executive hereby agree and consent
                           that the other shall be entitled to a

                                       17

<PAGE>

                           decree of specific performance, mandamus or other
                           appropriate remedy to enforce performance of this
                           Agreement.

         12. Applicable Law. THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS (EXCLUSIVE OF CONFLICTS OF LAW
PRINCIPLES OF ANY STATE) AND THE LAWS OF THE UNITED STATES OF AMERICA AND WILL,
TO THE MAXIMUM EXTENT PRACTICABLE, BE DEEMED TO CALL FOR PERFORMANCE IN HARRIS
COUNTY, TEXAS. COURTS WITHIN THE STATE OF TEXAS WILL HAVE JURISDICTION OVER ANY
AND ALL DISPUTES BETWEEN THE PARTIES HERETO, WHETHER IN LAW OR EQUITY, ARISING
OUT OF OR RELATING TO THIS AGREEMENT. THE PARTIES CONSENT TO AND AGREE TO SUBMIT
TO THE JURISDICTION OF SUCH COURTS. VENUE IN ANY SUCH DISPUTE, WHETHER IN
FEDERAL OR STATE COURT, WILL BE LAID IN HARRIS COUNTY, TEXAS. EACH OF THE
PARTIES HEREBY WAIVES, AND AGREES NOT TO ASSERT IN ANY SUCH DISPUTE, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY CLAIM THAT (I) SUCH PARTY IS NOT
PERSONALLY SUBJECT TO THE JURISDICTION OF SUCH COURTS, (II) SUCH PARTY AND SUCH
PARTY'S PROPERTY IS IMMUNE FROM ANY LEGAL PROCESS ISSUED BY SUCH COURTS OR (III)
ANY LITIGATION COMMENCED IN SUCH COURTS IS BROUGHT IN AN INCONVENIENT FORUM.

         13. Notices. All notices, demands, requests or other communications
that may be or are required to be given, served or sent by either party to the
other party pursuant to this Agreement will be in writing and will be mailed by
first-class, registered or certified mail, return receipt requested, postage
prepaid, or transmitted by hand delivery, telegram or facsimile transmission
addressed as follows:

         (a)      If to the Company:    Consolidated Graphics, Inc.
                                        5858 Westheimer, Suite 200
                                        Houston, Texas  77057
                                        Facsimile No.: (713) 787-0974
                                        Attn: Joe R. Davis
         with a copy (which will
         not constitute notice) to:     Winstead Sechrest & Minick P.C.
                                        910 Travis Street, Suite 2400
                                        Houston, Texas 77002-5895
                                        Facsimile No.: (713) 650-2400
                                        Attn: R. Clyde Parker, Jr., Esq.

         (b)      If to the Executive:  Joe R. Davis
                                        c/o Consolidated Graphics, Inc.
                                        5858 Westheimer, Suite 200
                                        Houston, Texas  77057

                                       18

<PAGE>

Either party may designate by written notice a new address to which any notice,
demand, request or communication may thereafter be given, served or sent. Each
notice, demand, request or communication that is mailed, delivered or
transmitted in the manner described above will be deemed sufficiently given,
served, sent and received for all purposes at such time as it is delivered to
the addressee with the return receipt, the delivery receipt, the affidavit of
messenger or (with respect to a facsimile transmission) the answer back being
deemed conclusive evidence of such delivery or at such time as delivery is
refused by the addressee upon presentation.

         14. Gender. Words of any gender used in this Agreement will be held and
construed to include any other gender, and words in the singular number will be
held to include the plural, unless the context otherwise requires.

         15. Amendment. This Agreement may not be amended or supplemented except
pursuant to a written instrument signed by the parties hereto. Nothing contained
in this Agreement will be deemed to create any agency, joint venture,
partnership or similar relationship between the parties to this Agreement.
Nothing contained in this Agreement will be deemed to authorize either party to
this Agreement to bind or obligate the other party.

         16. Counterparts. This Agreement may be executed in multiple
counterparts, each of which will be deemed to be an original and all of which
will be deemed to be a single agreement. This Agreement will be considered fully
executed when all parties have executed an identical counterpart,
notwithstanding that all signatures may not appear on the same counterpart.

         17. Severability. If any of the provisions of this Agreement are
determined to be invalid or unenforceable, such invalidity or unenforceability
will not invalidate or render unenforceable the remainder of this Agreement, but
rather the entire Agreement will be construed as if not containing the
particular invalid or unenforceable provision or provisions, and the rights and
obligations of the parties will be construed and enforced accordingly. The
parties acknowledge that if any provision of this Agreement is determined to be
invalid or unenforceable, it is their desire and intention that such provision
be reformed and construed in such manner that it will, to the maximum extent
practicable, be deemed to be valid and enforceable.

         18. Third Parties. Except as expressly set forth or referred to in this
Agreement, nothing in this Agreement is intended or will be construed to confer
upon or give to any party other than the parties to this Agreement and their
successors and permitted assigns, if any, any rights or remedies under or by
reason of this Agreement.

         19. Waiver. No failure or delay in exercising any right hereunder will
operate as a waiver thereof, nor will any single or partial exercise thereof
preclude any other or further exercise or the exercise of any other right.

         20. Prior Agreements: This Agreement is voluntarily entered into and
upon the occurrence of a Change in Control will supersede and take the place of
any prior change in control agreements between the parties hereto. The parties
hereto expressly agree and hereby declare that any and all prior change in
control agreements between the parties are terminated and of no force or effect.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

                                       19

<PAGE>


         IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed and delivered as of the date first above written.

             COMPANY:

             CONSOLIDATED GRAPHICS, INC.


             By: /s/Joe R. Davis
                -----------------------------------------------------------
             Name: Joe R. Davis
                  ---------------------------------------------------------
             Title: CEO
                   --------------------------------------------------------



             EXECUTIVE:



             /s/Joe R. Davis
             ------------------------------------------------------------------
             Joe R. Davis


                                       21

<PAGE>