Exhibit 10.6

                         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 CHARLES WHITE (the "Executive"), evidences
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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) of
                    the Company immediately prior to such transaction and/or
                    such

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                    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

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

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<PAGE>
               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 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
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<PAGE>

               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.

          (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

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<PAGE>

               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 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:


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<PAGE>

               (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 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.

                                       6

<PAGE>

          (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 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;

                                       7


<PAGE>
                    (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 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

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               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
                    two (2) 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 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

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<PAGE>

                    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;

                    (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

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<PAGE>

                    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.

               (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

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<PAGE>

                    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 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

                                       12

<PAGE>

                    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 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.

                                       13

<PAGE>

          (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 Agreement 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
               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

                                       14

<PAGE>

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 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

                                       15

<PAGE>

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 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

                                       16

<PAGE>

               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 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

                                     17

<PAGE>

     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:     Charles White
                                   c/o Consolidated Graphics, Inc.
                                   5858 Westheimer, Suite 200
                                   Houston, Texas  77057

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

                                       18

<PAGE>

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]


<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
                                       -----------------------------------------
                                       Joe R. Davis,
                                       Chairman and Chief Executive Officer


                              EXECUTIVE:

                                    /s/Charles White
                                    --------------------------------------------
                                    Charles White


                                    19

<PAGE>