<SEQUENCE>3

<FILENAME>exhibittenone.txt

<TEXT>

                              EMPLOYMENT AGREEMENT

                              --------------------



     This EMPLOYMENT AGREEMENT  ("AGREEMENT"),  entered into between PrimeSource

Healthcare,  Inc.,  a  Massachusetts  corporation  ("COMPANY"),  and Bradford C.

Walker, an individual  ("EXECUTIVE"),  is effective upon the Initial Closing (as

defined in the Purchase  Agreement  dated as of August 6, 2002) (the  "Effective

Date").



     1.   EMPLOYMENT.

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          (a)  EXECUTIVE  RESPONSIBILITIES.   The  COMPANY  hereby  employs  the

EXECUTIVE,  and the  EXECUTIVE  hereby  agrees  to  accept  employment  from the

COMPANY, as President and Chief Executive Officer of the COMPANY.  The EXECUTIVE

shall report directly to the COMPANY'S Board of Directors.  The EXECUTIVE agrees

during the term of his employment under this Agreement to perform the duties and

responsibilities  customarily required of such position,  as reasonably directed

by the COMPANY'S Board of Directors, and in accordance with the COMPANY'S bylaws

and applicable state corporation law. The EXECUTIVE further agrees to devote his

full  business  time and  energies to the  business  and affairs of the COMPANY,

unless  otherwise  authorized  by the Board of  Directors  of the  COMPANY.  The

EXECUTIVE may, however, engage in civic and not-for-profit activities so long as

such  activities do not materially  interfere with the performance of his duties

to the COMPANY hereunder.



          (b)  DIRECTOR  RESPONSIBILITIES.  Subject to obtaining  any  necessary

stockholder  consents,  the EXECUTIVE  shall be elected a member of the Board of

Directors,  to serve in such  position  until the next  regular  meeting  of the

COMPANY'S stockholders. The EXECUTIVE'S continued service on the COMPANY'S Board

of  Directors  thereafter  shall  be  subject  to his  election  by  vote of the

stockholders,  but the COMPANY  will include the  EXECUTIVE  in its  recommended

slate  of  candidates  for  membership  on the  Board.  In the  event  that  the

EXECUTIVE'S  employment  with the COMPANY under this Agreement is terminated for

any reason, the EXECUTIVE shall promptly submit to the Chairman of the Board his

resignation as a Director.



     2.   TERM OF EMPLOYMENT. The employment under this Agreement shall commence

as of the  Effective  Date  and  shall  end at the end of the day on the  second

yearly  anniversary  of the  Effective  Date  (the  "EXPIRATION  DATE"),  unless

otherwise terminated earlier pursuant to paragraph 5 of this Agreement.



     3.   COMPENSATION.

          ------------



          (a)  BASE  SALARY.  As  compensation  for  services  provided  to  the

COMPANY,  the EXECUTIVE  shall  receive an initial  salary at the annual rate of

$250,000,  less such  payroll  and  withholding  taxes as  required by law to be

deducted and any such other amounts as the EXECUTIVE shall authorize in writing.

The salary shall be payable in semi-monthly  installments.  Such salary shall be

reviewed by the Board of Directors at least  annually at the end of each year of

employment hereunder. Such salary may be increased, but not decreased, from time

to time as decided in the discretion of the Board of Directors of the COMPANY.





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          (b)  BONUSES.  The  Compensation  Committee of the COMPANY'S  Board of

Directors shall institute an incentive bonus program in which the EXECUTIVE will

be eligible to  participate  during each  employment  year  (beginning  with the

fiscal  year that ends  immediately  following  the  Effective  Date)  while the

EXECUTIVE  is employed by the  COMPANY.  Such bonus  program  shall  provide the

EXECUTIVE  a  bonus  based  upon  factors  established  by the  Chairman  of the

Compensation Committee,  after consultation with the EXECUTIVE,  and approved by

the Board of  Directors;  provided  that,  such annual bonus shall never be less

than $50,000.



          (c)  EQUITY COMPENSATION.

               -------------------



               (i) INITIAL OPTION TO PURCHASE  COMMON STOCK.  Upon the Effective

Date,  the COMPANY  shall grant to the  EXECUTIVE an  incentive  stock option to

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