Exhibit 10.79



	 EXHIBIT 10.79




	CONSULTING AGREEMENT




	          THIS
CONSULTING AGREEMENT (hereinafter called “Agreement”) is made this 10th day of
January, 2003, by and between Workflow  Management, Inc. (hereinafter referred to as
“Workflow”), and Steve R. Gibson (hereinafter referred to as
“Consultant”)




	RECITATIONS




	          A.
Whereas Workflow desires to divest certain “non-core assets”; and




	          B.
Consultant desires to perform services for Workflow on an  independent consultant basis
to assist in this divestiture of “non-core assets;”  and




	TERMS




	          NOW,
THEREFORE, it is mutually agreed as follows:




	          1.
Workflow hereby contracts with Consultant to assist in the sale of  the following
“non-core” assets: Universal Folding Box, Inc.; Workflow’s  Flexible Packing
Operations; and Premier Graphics, Inc. During the period  January 9, 2003, to May 31,
2003, Consultant shall have the non-exclusive right  to market and sell the
“non-core assets”, subject at all times to Workflow’s  approval of all material
terms of such sales, which approval shall not be  unreasonably withheld. In the event
that one or all of the sales of the  “non-core assets” are not completed by May
31, 2003, Consultant shall lose the  right to market and sell the “non-core
assets,” provided, however, that,  irrespective of the fact that the sale of the
“non-core assets” may not be  exclusively the result of Consultant’s efforts,
so long as Consultant is  employing his best professional efforts to effect the sale of
the “non-core  assets”, he shall still be entitled to payment as set forth
below for any  “non-core assets” sale(s) that either a) closes during the
period January 




 


 









	9,  2003 to May 31,2003 or b) closes after May
31, 2003, but which was subject to a  signed contract and/or letter of intent as of May
31, 2003.




	          2.
Consultant acknowledges and agrees that:




	                    a)
Consultant will use his best professional efforts to  perform the contracted for
services, and that in so doing, Consultant will be  acting in pursuance of his own,
independently established, profession. Further,  Consultant expressly agrees that, in his
capacity as Consultant, he shall not be  an employee of Workflow nor shall he receive
such benefits as are ordinarily  provided by Workflow to its employees, such as,
participation in its benefit,  profit sharing or bonus plans.




	                    b)
Throughout the performance of the contract period,  Consultant shall have the obligation
to comply, on and for his own behalf, with  such requirements as may be imposed by
federal and state taxing authorities, and  such other incidents of self-employment as may
pertain, none of which shall be  the responsibility of Workflow.




	                    c)
Consultant shall not be covered by worker’s compensation,  unemployment compensation or
any policy of insurance maintained by Workflow  unless specifically named therein or
provided in the Severance Agreement and  Release between Employee and Workflow.




	          3.
Workflow acknowledges and agrees that Consultant has been retained  in reliance upon his
particular skills, training and expertise and that  throughout the performance of his
duties pursuant to the Agreement, he shall be  free from the direction and control of
Workflow. Further, Consultant shall be  free to determine the methods, means, and work
schedule of his performance but  shall, at all times, remain accountable for the proper
and timely completion of  his services as may be agreed herein. Consultant agrees,
however, that he will  report to Workflow on a weekly 




 
	 	
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	basis his prospects, leads and efforts to market
and sell the “non-core assets”, including but not limited to any planned
material expenses he intends to occur prior to his next weekly report.




	          4.
Workflow and Consultant acknowledge and agree:




	                    a)
Independent Consultant understands and acknowledges that  Workflow is not responsible for
any liabilities incurred by Independent  Consultant during the execution of his services
for Workflow.




	                    b)
That in the performance of his duties, Consultant may incur  certain costs incident to
the performance of his duties under the Agreement and  that such costs shall be deemed an
expense of Consultant’s profession and  payable by him unless reimbursement for such
expense is agreed to in advance by  Workflow and supported by proper expense reporting
and documentation.



   
	            
      5. As compensation for his performance hereunder, for each “non-core
      asset” sale closed in accordance with this Agreement, Workflow shall
      pay to Consultant, at closing: 





		•	 5% of the first $2 Million of gross cash price
      paid at closing; 



		•	 4% of the third $1 Million; 



		•	3% of the fourth $1 Million; 




		•	2% of the fifth $1 Million; and 



		•	 1% of any additional gross cash purchase price
      above $5 Million.




	          Consultant
specifically acknowledges and agrees that he shall not be  entitled to any compensation
whatsoever for any non-cash consideration generated  from the sale of the “non-core
assets.”




	          6.
The Consultant agrees that 70% of any gross fee earned by Consultant  shall be retained
by Workflow and applied at closing of such sale to any unpaid,  outstanding balance on 




 
	 	
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	the September 1, 2000 “Second Amended and Restated Promissory
      Note” and the May 25, 2001 “Amendment and Restatement of Demand
      Promissory Note” (collectively the “Notes”), or any amendment
      or restatement of such Notes (i.e. the “New Note”), as
      of the date such fee becomes due and payable. Consultant further agrees
      that the remaining 30% of his gross fee shall be paid directly to Consultant.
      Workflow will issue a 1099 to Consultant for the gross amount of any fee
      earned pursuant to this Agreement. Should the balance due on the Notes (or
      New Note) reach $0, any remaining fee due will be paid 100% to Consultant.




	          7.
It is expressly understood that Consultant shall be free to engage  in other business and
professional activities not competitive with the “non-core  assets” sales
during the performance of this Agreement but that at all times,  Consultant shall devote
whatever time and attention necessary to accomplish the  sale(s) by May 31, 2003.




	          8.
If any clause or provision of this Agreement is illegal, invalid or  unenforceable under
present or future law, such clause or provision shall be  severable and all other
provisions shall remain in full force and effect.




	          9.
All questions with respect to the construction of this Agreement and  the rights and
liabilities of the parties shall be determined in accordance with  the applicable
provisions of the laws of the State of Florida.




	          10.
This Agreement may be assigned by Workflow to any successor or  assigns.




	          11.
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 the New
Note) or otherwise detract from Workflow’s remedies  to collect on the Notes.




	          IN
WITNESS WHEREOF, Workflow as caused this Agreement to be executed in  its name and
Consultant has hereunto set his hand.




 
	 	
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	 	CONSULTANT





		
	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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