Exhibit 10.10

                           CHANGE IN CONTROL AGREEMENT


      This EMPLOYMENT AND CHANGE IN CONTROL AGREEMENT ("Agreement"), effective
as of January 8, 2001, by and between CONSOLIDATED GRAPHICS, INC., a Texas
corporation (the "Company"), and WAYNE M. ROSE (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
                 ist 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 orconfidential
                           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 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

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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)        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.

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                 (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 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
                 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

                                       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:  Wayne M. Rose
                                 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.

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                                     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
                                    -------------------------------------------
                                       Joe R. Davis,
                                       Chief Executive Officer



                                   EXECUTIVE:

                                 /s/Wayne M. Rose
                                 ----------------------------------------------
                                 Wayne M. Rose


                                       20

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