
                                                                 Exhibit 4.1
                      1995 STOCK OPTION PLAN
                    FOR NON-EMPLOYEE DIRECTORS
                                OF
             BUSINESS RECORDS CORPORATION HOLDING COMPANY
                                                                            
 
     1.   Purpose.  The purpose of this Plan is to advance the interests of
Business Records Corporation Holding Company, a Delaware corporation (the
"Company"), by providing an additional incentive to attract and retain
qualified and competent directors, upon whose efforts and judgment the
success of the Company is largely dependent, through the encouragement of
stock ownership in the Company by such persons.

     2.   Definitions.  As used herein, the following terms shall have the
          meaning indicated:

          (a)  "Board" shall mean the Board of Directors of the Company.

          (b)  "Change of Control" shall mean either the effective date of
either the merger or consolidation of the Company into another corporation,
or the exchange or acquisition by another person or entity in one transaction
or a series of transactions of all or substantially all of the Company's
assets or fifty percent (50%) or more of it then outstanding voting stock,
whether through merger, consolidation or otherwise, or the recapitalization,
reclassification, liquidation or dissolution of the Company.

          (c)  "Committee" shall mean the stock option committee, if any,
appointed by the Board pursuant to Section 11 hereof.

          (d)  "Date of Grant" shall mean the date on which an Option is
granted to an Eligible Person pursuant to Section 4(c) hereof.

          (e)  "Director" shall mean a member of the Board.

          (f)  "Effective Date" shall have the meaning set forth in Paragraph
13 below.

          (g)  "Eligible Person(s)" shall mean those persons who are
Directors of the Company and who (i) are not employees of the Company or a
Subsidiary and (ii) have not previously been granted Options to purchase
Thirty Thousand Shares under this Plan.

          (h)  "Fair Market Value" of a Share on any date of reference shall
be the Closing Price on the business day immediately preceding such date.
For this purpose, the Closing Price of the Shares on any business day shall
be (i) if the Shares are listed or admitted for trading on any United States
national securities exchange, the last reported sale price of Shares on such
exchange, as reported in any newspaper of general circulation, (ii) if actual
transactions in the Shares are included in the Nasdaq Stock Market's National
Market ("NASDAQ-NMS") or are reported on a consolidated transaction reporting
system, the last sales price of the Shares on such system, (iii) if Shares
are otherwise quoted on the National Association of Securities Dealers
Automated Quotation System ("GNOSTIC"), or any similar system of automated
dissemination of quotations of securities prices in common use, the mean
between the closing high bid and low asked quotations for such day of Shares
on such system, (iv) if none of clause (i), (ii) or (iii) is applicable,
the mean between the high bid and low asked quotations for Shares as
reported by the National Daily Quotation Service if at least two
securities dealers have inserted both bid and asked quotations for Shares on
at least five (5) of the ten (10) preceding days.

          (i)  "Internal Revenue Code" or "Code" shall mean the Internal
Revenue Code of 1986, as it now exists or may be amended from time to time.

          (j)  "Nonincentive Stock Option" shall mean an option that is not
an incentive stock option as defined in Section 422 of the Internal Revenue
Code.

          (k)  "Option" (when capitalized) shall mean any option granted
under this Plan.

          (l)  "Optionee" shall mean a person to whom a stock option is
granted under this Plan or any successor to the rights of such person under
this Plan by reason of the death of such person.

          (m)  "Plan" shall mean this 1995 Stock Option Plan for Non-Employee
Directors of Business Records Corporation Holding Company.

          (n)  "Share(s)" shall mean a share or shares of the common stock,
par value ten cents ($.10) per share, of the Company.

          (o)  "Subsidiary" shall mean any corporation (other than the
Company) in any unbroken chain of corporations beginning with the Company if,
at the time of the granting of the Option, each of the corporations other
than the last corporation in the unbroken chain owns stock possessing more
than 50% of the total combined voting power of all classes of stock in one
of the other corporations in such chain.

     3.   Shares and Options.  The maximum number of Shares to be issued
pursuant to Options under this Plan shall not exceed ONE HUNDRED TWENTY
THOUSAND SHARES (120,000).  Shares issued pursuant to Options granted under
this Plan may be issued from Shares held in the Company's treasury or from
authorized and unissued Shares.  If any Option granted under this Plan shall
terminate, expire, or be cancelled or surrendered as to any Shares, new
Options may thereafter be granted covering such Shares.  Any Option granted
hereunder shall be a Nonincentive Stock Option.

     4.   Automatic Grant of Options.  (a) Options shall automatically be
granted to Eligible Persons as provided in this Section 4.  Notwithstanding
the foregoing, no Eligible Person shall be granted Options under this Plan to
purchase, in the aggregate, more than THIRTY THOUSAND SHARES, except to the
extent that any unexercised Options expire or are otherwise terminated.  Each
Option shall be evidenced by an option agreement (an "Option Agreement") and
shall contain such terms as are not inconsistent with this Plan or any
applicable law.  Any person who files with the Committee, in a form
satisfactory to the Committee, a written waiver of eligibility to receive any
Option under this Plan shall not be eligible to receive any Option under this
Plan for the duration of such waiver.

          (b)  The Options automatically granted to Directors under this
Plan shall be in addition to regular director's fees or other benefits with
respect to the Director's position with the Company or its Subsidiaries.
Neither the Plan nor any Option granted under the Plan shall confer upon any
person any right to continue to serve as a Director.

          (c)  Options shall be automatically granted and shall thereafter
automatically vest as follows:  
               
               (i)  Each eligible Person who is in office on the Effective
Date shall, on the Effective Date, automatically be granted an Option to
acquire TEN THOUSAND (10,000) Shares and such Option shall vest as to TWO
THOUSAND (2,000) Shares on each of the first five anniversaries of the Date
of Grant;

               (ii) Each Eligible Person who is in office on each
anniversary of the Effective Date shall automatically be granted an Option
to acquire TEN THOUSAND (10,000) Shares and such Option shall vest as to
TWO THOUSAND (2,000) Shares on each of the first five anniversaries of the
Date of Grant.

          (d)  Any Option that may be granted pursuant to subparagraph (c)
of this Section 4 prior to the approval of this Plan by the stockholders of
the Company is subject to the approval of this Plan by the stockholders of
the Company within twelve (12) months after the Effective Date of this Plan.
If any Optionee exercises an Option prior to such stockholder approval, the
Optionee must tender the exercise price at the time of exercise and the
Company shall hold the Shares to be issued pursuant to such exercise until
the stockholders approve this Plan.  If this Plan is approved by the
stockholders, the Company shall issue and deliver the Shares as to which the
Option has been exercised.  If this Plan is not approved by the stockholders,
the Company shall return the exercise price to the Optionee.

          (e)  Except for the automatic grants of Options under subparagraph
(c) of this Section 4, no Options shall otherwise be granted hereunder, and
neither the Board nor the Committee, if any, shall have any discretion with
respect to the grant of Options within the meaning of Rule 16b-3 promulgated
under the Securities Exchange Act of 1934, as amended, or any successor rule.

     5.   Option Price.  The option price per Share of any Option granted
pursuant to this Plan shall be one hundred percent (100%) of the Fair Market
Value per Share on the Date of Grant.

     6.   Exercise of Options.  Options may be exercised at any time after
the date on which the Options, or any portion thereof, are vested until the
Option expires pursuant to Section 7.  No Option shall be exercisable prior
to six (6) months following the Date of Grant.  An Option shall be deemed
exercised when (i) the Company has received written notice of such exercise
in accordance with the terms of the Option Agreement, (ii) full payment of
the aggregate option price of the Shares as to which the Option is exercised
has been made and (iii) arrangements that are satisfactory to the Committee
in its sole discretion have been made for the Optionee's payment to the
Company of the amount, if any, that the Committee determines to be necessary
for the Company to withhold in accordance with applicable federal or state
income tax withholding requirements.  Pursuant to procedures approved by
the Committee, tax withholding requirements, at the option of an Optionee,
may be met by withholding Shares otherwise deliverable to the Optionee upon
the exercise of an Option.  Unless further limited by the Committee in any
Option Agreement, the Option price of any Shares purchased shall be paid
solely in cash, by certified or cashier's check, by money order, with Shares
(but with Shares only if permitted by the Option Agreement or otherwise
permitted by the Committee in its sole discretion at the time of exercise)
or by a combination of the above; provided, however, that the Committee in
its sole discretion may accept a personal check in full or partial payment
of any Shares.  If the exercise price is paid in whole or in part with
Shares, the value of the Shares surrendered shall be their Fair Market Value
on the date the Shares are received by the Company.

     7.   Termination of Option Period.  The unexercised portion of an
Option shall automatically and without notice terminate and become null and
void at the time of the earliest to occur of the following:

          (a)  thirty (30) days after the date that an Optionee ceases to be
     a Director regardless of the reason therefor other than as a result
     of such termination by death of the Optionee;

          (b)  (y) one (1) year after the date that an Optionee ceases to be
     a Director by reason of death of the Optionee or (z) six (6) months
     after the Optionee shall die if that shall occur during the thirty-day
     period described in Subsection 7(a); or

          (c)  the tenth (10th) anniversary of the Date of Grant of the
     Option.

     8.   Adjustment of Shares.  (a) If at any time while this Plan is in
effect or unexercised Options are outstanding, there shall be any increase or
decrease in the number of issued and outstanding Shares through the
declaration of a stock dividend or through any recapitalization resulting in
a stock split-up, combination or exchange of Shares, then and in such event:

                      (i)     appropriate adjustment shall be made in the
          maximum number of Shares then subject to being optioned under this
          Plan, so that the same proportion of the Company's issued and
          outstanding Shares shall continue to be subject to being so
          optioned; and

                     (ii)     appropriate adjustment shall be made in the
          number of Shares and the exercise price per Share thereof then
          subject to any outstanding Option, so that the same proportion of
          the Company's issued and outstanding Shares shall remain subject to
          purchase at the same aggregate exercise price.

          (b)  Except as otherwise expressly provided herein, the issuance
by the Company of shares of its capital stock of any class, or securities
convertible into shares of capital stock of any class, either in connection
with a direct sale or upon the exercise of rights or warrants to subscribe
therefor, or upon conversion of shares or obligations of the Company
convertible into such shares or other securities, shall not affect, and no
adjustment by reason thereof shall be made with respect to, the number of or
exercise price of Shares then subject to outstanding Options granted under
this Plan.

          (c)  Without limiting the generality of the foregoing, the
existence of outstanding Options granted under this Plan shall not affect
in any manner the right or power of the Company to make, authorize or
consummate (i) any or all adjustments, recapitalizations, reorganizations
or other changes in the Company's capital structure or its business; (ii)
any merger or consolidation of the Company; (iii) any issue by the Company
of debt securities, or preferred or preference stock that would rank above
the Shares subject to outstanding Options; (iv) the dissolution or
liquidation of the Company; (v) any sale, transfer or assignment of all or
any part of the assets or business of the Company; or (vi) any other
corporate act or proceeding, whether of a similar character or otherwise.

     9.   Transferability of Options.  Each Option Agreement shall provide
that such Option shall not be transferable by the Optionee otherwise than by
will or the laws of descent and distribution or pursuant to a qualified
domestic relations order and that so long as an Optionee lives, only such
Optionee or his or her guardian or legal representative shall have the
right to exercise the related Option.

     10.  Issuance of Shares.  No person shall be, or have any of the rights
or privileges of, a stockholder of the Company with respect to any of the
Shares subject to an Option unless and until certificates representing such
Shares shall have been issued and delivered to such person.  As a condition
of any transfer of the certificate for Shares, the Committee may obtain such
agreements or undertakings, if any, as it may deem necessary or advisable to
assure compliance with any provision of this Plan, any Option Agreement or
any law or regulation, including, but not limited to, the following:

                      (i)     A representation, warranty or agreement by the
          Optionee to the Company, at the time any Option is exercised, that
          he or she is acquiring the Shares to be issued to him or her for
          investment and not with a view to, or for sale in connection with,
          the distribution of any such Shares; and

                     (ii)     A representation, warranty or agreement to be
          bound by any legends that are, in the opinion of the Committee,
          necessary or appropriate to comply with the provisions of any
          securities law deemed by the Committee to be applicable to the
          issuance of the Shares and are endorsed upon the Share certificates.

     Share certificates issued to an Optionee who is a party to any
stockholder agreement or a similar agreement shall bear the legends contained
in such agreements.

     11.  Administration of the Plan.  (a) This Plan shall be administered
by a stock option committee (the "Committee") consisting of not fewer than
three (3) members of the Board; provided, however, that if no Committee is
appointed, the Board shall administer this Plan and in such case all
references to the Committee shall be deemed to be references to the Board.
The Committee shall have all of the powers of the Board with respect to this
Plan.  Any member of the Committee may be removed at any time, with or
without cause, by resolution of the Board, and any vacancy occurring in the
membership of the Committee may be filled by appointment by the Board.

          (b)  The Committee, from time to time, may adopt rules and
regulations for carrying out the purposes of this Plan.  The determinations
and the interpretation and construction of any provision of this Plan by the
Committee shall be final and conclusive.

          (c)  Any and all decisions or determinations of the Committee
shall be made either (I) by a majority vote of the members of the Committee
at a meeting or (ii) without a meeting by the written approval of a majority
of the members of the Committee.

          (d)  This Plan is intended and has been drafted to comply with
Rule 16b-3, as amended, under the Securities Exchange Act of 1934, as
amended.  If any provision of this Plan does not comply with Rule 16b-3,
as amended, this Plan shall be automatically amended to comply with Rule
16b-3, as amended.

     12.  Interpretation.  (a) If any provision of this Plan is held invalid
for any reason, such holding shall not affect the remaining provisions
hereof, but instead this Plan shall be construed and enforced as if such
provision had never been included in this Plan.

          (b)  THIS PLAN SHALL BE GOVERNED BY THE SUBSTANTIVE LAWS
OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO DELAWARE CONFLICT
OF LAW PROVISIONS.

          (c)  Headings contained in this Plan are for convenience only and
shall in no manner be construed as part of this Plan.

          (d)  Any reference to the masculine, feminine or neuter gender
shall be a reference to such other gender as is appropriate.

     13.  Effective Date, Termination Date and Amendment of Plan.  The
effective date of this Plan is the date set forth below as such (the
"Effective Date"), on which date the Board adopted this Plan; provided,
however, if this Plan is not approved by the stockholders of the Company
within twelve (12) months after the Effective Date, then, in such event,
this Plan and all Options granted pursuant to this Plan shall be null and
void.  Unless sooner terminated as provided herein, this Plan shall terminate
ten (10) years from the Effective Date set forth below, and any Option
outstanding on such date will remain outstanding until it has either
expired or has been exercised.  The Committee may at any time make such
modification or amendment to the Plan as it deems advisable; provided,
however, that the Plan may not be amended more than once every six (6)
months, other than to comport with the changes in the Internal Revenue
Code of 1986, as amended, the Employee Retirement Income Security Act of
1974, as amended, or the rules thereunder; and provided further,
however, that, except as provided in Section 8, the Committee may not,
without the approval of the stockholders of the Company, increase the
maximum aggregate number of shares for which Options may be granted under
the Plan, or the number of Shares for which an Option may be granted to any
Eligible Person.  Termination or any modification or amendment of the Plan
shall not, without the consent of the Eligible Person, affect his or her
rights under an Option previously granted to him or her.

     14.  Change of Control.  In its absolute discretion, and on such terms
and conditions as it deems appropriate, coincident with or after the grant
of any Option, the Committee may provide that such Option cannot be
exercised after a Change of Control, and if the Committee so provides, it
may, in its absolute discretion and on such terms and conditions as it deems
appropriate, also provide, either by the terms of such Option or by a
resolution adopted prior to the occurrence of such Change of Control, that,
for some period of time prior to such Change of Control such Option shall be
exercisable as to all shares subject thereto, notwithstanding anything to the
contrary in Section 4(c) and that, upon the occurrence of such Change of
Control, such Option shall terminate and be of no further force or effect;
provided, however, that the Committee may also provide, in its absolute
discretion, that even if the Option shall remain exercisable after any such
Change of Control, from and after such Change of Control, any such Option 
shall be exercisable only for the kind and amount of securities and/or other
property, or the cash equivalent thereof, receivable as a result of such
Change of Control by the holder of a number of shares of stock for which
such Option could have been exercised immediately prior to such Change of
Control.  Notwithstanding the foregoing, in the event that the Committee
determines that the Option cannot be exercised or terminates after the
occurrence of a Change of Control, then to the extent the Eligible Person
has not exercised such Option or otherwise received adequate consideration
in respect thereof prior to the occurrence of such Change of Control, the
Eligible Person shall be entitled to receive in consideration for the
termination of such Option, whether or not then exercisable or vested,
an amount not less than the excess, if any, of (a) the per share
consideration payable pursuant to the terms of such Change of Control, in
respect of the Common Stock (or, if applicable, in respect of the assets of
the Company) over (b) the option price per Share for all Shares of Common
Stock subject to such Option, times the number of Shares of Common Stock
subject to such Option; provided, however, that, to the extent the
consideration referred to in clause (a) above includes, in whole or in part,
securities or property (other than cash), the per share consideration for
purposes of such clause (a) shall equal the Fair Market Value of such
securities or property plus any cash portion of the consideration.
Notwithstanding anything to the contrary contained herein, an Eligible
Person shall vest and be entitled to one hundred percent (100%) of any
options theretofore granted to such person, and all such Options shall
become fully exercisable immediately prior to (but conditional upon the
occurrence of) any event constituting a Change of Control.


     ADOPTED BY THE BOARD          August 1, 1995

     EFFECTIVE DATE:               August 1, 1995

     APPROVED BY STOCKHOLDERS:     May 16, 1996




