Exhibit 10.81




	EXHIBIT 10.81




	FIRST AMENDMENT TO EMPLOYMENT
AGREEMENT




	          This
      First Amendment to Employment Agreement (this “Amendment”),
      by and between Workflow Management, Inc., a Delaware corporation (the “Company”)
      and Michael L. Schmickle (“Employee”), is made and
      entered into effective as of December 23, 2002.




	RECITALS




	          WHEREAS,
the Company and Employee are parties to that certain Employment Agreement, dated as of
May 1, 2001 (the “Employment Agreement”);




	          WHEREAS,
the Company and Employee desire to amend the Employment  Agreement subject to the terms
and conditions set forth herein; and




	          WHEREAS,
all capitalized terms used but not defined in this Amendment  shall have the meanings
given them in the Employment Agreement.




	AGREEMENTS




	          NOW,
THEREFORE, for good and valuable consideration, the receipt and  sufficiency of which are
hereby acknowledged, the Company and Employee agree as  follows:




	          1.
   Section 3(a) of the Employment Agreement is hereby amended to increase the base salary
payable to Employee to $215,200.00 effective as of December 1, 2002.




	          2.
   Employee shall cooperate in all respects with, and shall faithfully adhere to, execute,
and fulfill directives of the Chief Executive Officer of the Company and all policies
established in writing by the Company, and shall cooperate in all respects with the
Chief Executive Officer of the Company.




	          3.
   In addition to the compensation provided for in the Employment Agreement, the Company
hereby agrees to pay to Employee a retention bonus in the aggregate amount of $200,000
(the “Retention Bonus”) in order to induce Employee to continue his service to
the Company. The Retention Bonus is payable in two installments: (i) $100,000 payable on
January 1, 2003; and (ii) the remainder payable on June 1, 2004; subject to the
following provisions. If Employee’s employment with the Company is terminated
pursuant to Section 6(a), 6(c) or 6(d)(iii) of the Employment Agreement (or, if the
Employment Agreement has expired, if his employment with the Company is terminated due
to death, by the Company for any reason that would have constituted termination for
cause under the Employment Agreement or by Employee for any reason other than Good
Reason as defined in the Employment Agreement) prior to a payment date, Employee
forfeits the right to receive any portion of the Retention Bonus not yet payable on the
date of termination. If Employee’s employment with the Company is terminated
pursuant to Section 6(b), 6(d)(i) or 6(d)(ii) of the Employment Agreement (or, if the
Employment Agreement has expired, if his employment with the Company is terminated due
to disability as defined in the Employment Agreement, by the Company for any reason that






 


 







	would have constituted termination without cause
under the Employment Agreement or by Employee for any reason that would have  constituted
Good Reason under the Employment Agreement) prior to a payment date,  Employee shall be
entitled to receive the full amount of the Retention Bonus,  payable in the scheduled
installments as described above. Any other right that  Employee has to receive any
severance or other payments upon termination of his  employment shall remain as set forth
in Section 6 of the Employment Agreement  (or as set forth in any amendment or renewal
thereof in effect at the time of  such termination) and the rights granted hereunder
shall be in addition to any  rights granted thereunder and shall survive expiration of
the Employment  Agreement to the extent set forth above.




	          4.
   Section 6(c) of the Employment Agreement is deleted in its entirety and replaced with
the following:




	          (c)    Termination by the Company “For Cause”. The Company may terminate Employee’s
employment hereunder ten (10) days after written notice to Employee “for cause,” which
shall be: (i) Employee’s material breach of this Agreement, which breach is not
cured within ten (10) days of receipt by Employee of written notice from the Company
specifying the breach; (ii) Employee’s gross negligence in the performance of his
material duties hereunder, or the intentional nonperformance or mis-performance of such
duties, which actions continue for a period of at least ten (10) days after receipt by
Employee of written notice of the need to cure or cease; (iii) Employee’s failure
to abide by or comply with the directives of the Board, his superior officers or the
policies and procedures of the Company or his failure to cooperate with the Chief
Executive Officer of the Company, in each case as determined by the Board; (iv) Employee’s
willful dishonesty, fraud, or misconduct with respect to the business or affairs of the
Company, and that in the reasonable judgment of the Company materially and adversely
affects the operations or reputation of the Company; (v) Employee’s conviction of a
felony or other crime involving moral turpitude; or (vi) Employee’s abuse of
alcohol or drugs (legal or illegal) that, in the Company’s reasonable judgment,
substantially impairs Employee’s ability to perform his reasonable duties
hereunder. In the event of a termination “for cause,” as enumerated above,
Employee shall have no right to any severance compensation.




	          5.
   All other provisions of the Employment Agreement shall continue in full force and effect
without further modification.




	          6.
   By affixing his signature hereto, the corporate officer of the Company represents and
warrants that this Agreement, in its present form, has been fully authorized and agreed
to by the Board.




	          The
undersigned have executed this Amendment as of the effective date  set forth above.





	 	WORKFLOW MANAGEMENT, INC. 

      

      

      By: /s/ Thomas B. D’Agostino, Sr.
      

       Name: Thomas B. D’Agostino, Sr. 

      Title: President, Chairman of the Board and 

               Chief Executive Officer





	 	Employee: 

      

      /s/ Michael L. Schmickle
      

       Michael L. Schmickle




 
	 	
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