Exhibit 10.78



	EXHIBIT 10.78





	SEVERANCE AGREEMENT AND RELEASE




	          This
Severance Agreement and Release (hereinafter “Agreement”) is made  and entered
into by and between WORKFLOW MANAGEMENT, INC. (hereinafter referred  to as
“Workflow”) and STEVE R. GIBSON (hereinafter referred to as
“Employee”).




	RECITATION




	          The
parties desire a smooth transition and severance of both the  employment relationship
between Employee and Workflow and Employee’s membership  on Workflow’s Board of Directors
consistent with the terms of this Agreement.




	AGREEMENT




	          In
consideration of the mutual covenants contained in this Agreement,  and other good and
valuable consideration, the receipt and sufficiency of which  are hereby acknowledged,
Workflow and Employee agree as follows:




	          1.
Employee’s last day of employment shall be January 3, 2003. Effective that  date,
Employee shall be deemed to have resigned his employment with Workflow.  Immediately upon
execution of this Agreement, Employee also resigns his  membership on Workflow’s Board of
Directors.




	          2.
In consideration of Employee’s resignation from both employment with Workflow  and
membership on Workflow’s Board of Directors, Workflow will pay Employee a  severance
payment which he would not otherwise receive, as well as additional  consideration set
forth below. The severance payment will be $457,125.00, in  gross. Of this gross amount,
$137,137.00 will be withheld for taxes, $312,038.00  will be 




 
	 	
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	retained by Workflow and  applied directly to
satisfy a portion of the  outstanding balance on Employee’s debt to  Workflow as
reflected in the September  1, 2000, “Second Amended and Restated  Promissory Note” between
Workflow and  Employee and the May 25, 2001,  “Amendment and Restatement of Demand
Promissory  Note” between Workflow and  Employee (collectively the “Notes”),
and $7950.00  will be paid by check  directly to Employee. Application of the severance
payment  to the outstanding balance  due on the Notes shall reduce the balance due from
$1,004,284.47 to $692,246.47. The  severance payment will be made by Workflow  within 10
days of the execution of this  Agreement by Employee. 





	          3.
Workflow  agrees to reimburse  Employee for the costs of COBRA  coverage under Workflow’s
group health and dental  insurance plans, at the “Point of  Service” coverage
level as previously paid  by Workflow during his employment, from  January 31,  2003
through April 30, 2004. On the  same date as the aforementioned  severance  payment,
Workflow will pay such reimbursement  to Employee in a lump sum  totaling  $13,052.25.
Employee understands that coverage under  Workflow’s group health  and  dental insurance
plans is dependent upon Employee  completing the appropriate  forms  and making the
required monthly payments and that  coverage will terminate  if such forms  are not
completed nor payments received. If  Employee wishes to  continue medical and/or  dental
coverage pursuant to COBRA, Employee  must notify  Workflow within 60 days of  receiving
notice of COBRA eligibility. 





	          4.
Employee  agrees to surrender any and all  remaining Workflow property within Employee’s
possession and control on Employee’s last  day of employment, with 




 
	 	
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	the exception  that  Employee may keep his
Workflow laptop  computer and cell phone and continue  to use the  company car currently
assigned to him,  at his expense other than  insurance and repair  costs, through May 31,
2003. After that  time, Workflow  shall set a price at which  Employee may purchase such
car from Workflow.




	          5.
Workflow agrees to release Employee from Paragraphs 7(a)(i), (iii) and (iv)  of the
Restriction on Competition set forth in his April 30, 2000 Employment  Agreement, as
amended to date (“Employment Agreement”). Paragraph 7(a)(ii) of  the Employment
Agreement will remain in effect until April 30, 2004, and  Paragraphs 8 (regarding
confidential information) and 11 (indemnification) will  also remain in full force and
effect. 




	          6.
In exchange for the severance payment  and other consideration set forth above, Employee: 




	 - 	for
himself, his heirs, and  assigns, hereby releases Workflow, any parent, affiliated or
related  companies, and their officers, stockholders, directors, employees  and agents,
and their insurers and reinsurers, successors, heirs,  and assigns, of and from all
manner of action and actions, cause  and causes of action, suits, debts, sums of money,
accounts,  covenants, contracts, agreements, promises, damages, claims and  demands of
every kind or character whatsoever, whether presently  known or unknown, suspected or
unsuspected, under state or federal  laws, which Employee now has against Workflow, any
parent,  affiliated or related companies and/or their officers,  stockholders, directors,
employees, and/or agents, and their  insurers and 




 
	 	
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 	 reinsurers, successors,
heirs and assigns.  Specifically included in this release are any claims,  causes of
action or demands in connection with the employment relationship,  directorship and/or
termination of the employment relationship  and/or directorship  between the parties,
including, but not  limited to, claims due to alleged breach of  contract, unpaid or
additional compensation, libel, slander, wrongful discharge,  intentional infliction of
emotional harm, or any other tort, Title  VII of the Civil  Rights Act of 1964, as
amended in 1991, and/or  any other federal or state law relating  in any way to
employment  rights. This Agreement is not intended to, and does not release  any claim by
employee under the Age Discrimination in Employment  act of 1967. Further,  the parties
recognize that nothing contained  in this release shall prohibit either party  from
instituting legal  action to enforce any of the provisions of this Agreement;




	 - 	 agrees
to pay Workflow, simultaneously with payment by Workflow of  the severance set out in
paragraph 2 of this Agreement, an  additional $125,000 of the remaining balance due on
the Notes  (thereby further reducing the balance due on the Notes to  $567,246.47, which
amount shall be set forth in a contemplated  amendment and restatement of the Notes,i.e.
the “New Note”) and to  pay an additional $75,000 of the remaining balance due
on the  Notes (or “New Note”) on or before May 31, 2003. Such payments are  in
addition to the payment funded by the severance payment set  forth in paragraph 1, above.




 
	 	
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	 - 	 Grants
Workflow a security interest in 145,607 shares of his  Workflow stock to secure any
remaining unpaid balance due after  the Note (or New Note) repayments set forth above are
applied to  the remaining balance due under the Notes (or New Note). Employee  may sell
such shares at times he believes to be appropriate but  agrees that he will hold the
gross proceeds from such sales in  trust for the benefit of Workflow and shall promptly
remit all  such gross proceeds to Workflow until such times as the balance  due on the
Notes (or New Note) is $0. Immediately upon Workflow’s  request, Employee agrees to
execute a stock pledge agreement in a  form acceptable to Workflow to further evidence
the foregoing  pledge of shares and to execute and deliver such further documents  and
instruments as are necessary for Workflow to perfect its  security interest in such
shares. Workflow agrees that, should the  balance on the Notes (or New Note) reach $0,
Workflow will release  the stock pledge and the security interest in any remaining
shares.




	          7.
Employee shall not be entitled to any further compensation or benefits other  than those
described in the above Paragraphs 2 and 3 unless set forth elsewhere  in a writing
between Workflow and Employee. 




	          8.
      Workflow and Employee agree they will not say anything to disparage, defame
      or otherwise intentionally injure the other. Workflow agrees that any public
      comments regarding Employee will be substantially the same as in the press
      release announcing Employee’s resignation (i.e. Employee resigned
      to pursue other opportunities). 




 
	 	
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	          9.
This Agreement and  the obligations of the parties hereunder in no way constitute an
admission,  agreement, consent, statement, acquiescence, or declaration on the part of
either party as to any wrongdoing, breach of contract or violation of any law in
connection with the past employment relationship between the parties.




	          10.
Employee represents and warrants that he has carefully reviewed this  Agreement and that
he has chosen of his own volition, following careful review  and consultation with
counsel, to execute this Agreement and release any claims  he may have against Workflow.




	          11.
This Agreement (including the stock pledge agreement referenced in  Paragraphs 6 above)
along with the contemplated “Age Discrimination Waiver”  (including the amended
note referenced therein) and “Consulting Agreement”  constitute the entire
agreement between the parties pertaining to the matters  with which they deal, and
supersede all prior agreements pertaining to those  matters, including without limitation
the Employment Agreement except as set  forth herein. Nothing in this Agreement is
intended to, or in fact does, release  or otherwise alter Employee’s obligation to repay
any remaining balance due  under the Notes (or New Note) or otherwise detract from
Workflow’s remedies to  collect on the Notes (or New Note).




	          12.
    If any clause or provision of this Agreement is illegal, invalid, or unenforceable
    under present or future laws, then the remainder of this Agreement shall not
    be affected thereby, and in lieu of each clause or provision of this Agreement
    which is illegal, invalid, or unenforceable, there shall be added, as part
    of this Agreement, a clause  


    
 
	 	
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	or  provision as similar in terms to such
illegal, invalid or unenforceable clause or  provisions as may be possible and as  may be
legal, valid and enforceable.




	          13.
      This Agreement shall be binding upon and inure to the benefit of any successor
      or assigns of Workflow. 

      

               14. This Agreement shall
      be governed by and construed in accordance with the laws of Florida.




	          THE
UNDERSIGNED HAVE CAREFULLY READ THE FOREGOING SEVERANCE AGREEMENT  AND RELEASE,
UNDERSTAND THE CONTENTS AND FREELY AND VOLUNTARILY ASSENT TO ALL  THE TERMS AND
CONDITIONS IN THIS AGREEMENT AND SIGN THIS AGREEMENT FREELY AND ON  THEIR OWN VOLITION.





            	January 10, 2003
                  

                  Date	 /s/ Steve R. Gibson 
                  

                  Steve R. Gibson









            	 	WORKFLOW MANAGEMENT,
                  INC.


            




            	January 10, 2003
                  

                  Date	 By /s/ Michael L. Schmickle 
      

      Name:
      Michael L. Schmickle 

      Title: Executive Vice President and Chief           Financial
      Officer




 
	 	
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