SUCCESSORIES INC
EXHIBIT 10.8(E)
<DOCUMENT>
<TYPE>EX-10.8(E)
<SEQUENCE>3
<FILENAME>a2080005zex-10_8e.txt
<DESCRIPTION>EXHIBIT 10.8(E)
<TEXT>
<Page>

                              EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT ("Agreement") is effective on October 1, 2001, by and
between Successories, Inc., an Illinois corporation ("Company"); and, Arnold M.
Anderson, a resident of Illinois ("Employee").

THE COMPANY AND THE EMPLOYEE HEREBY AGREE, in consideration of the mutual
obligations and covenants set forth below, to the following terms and
conditions:

1        EMPLOYMENT

1.1      The Company employs Employee as Founder and Chairman Emeritus subject
         to the terms and conditions specified in this Agreement ("Employment").

1.2      The Employment pursuant to this Agreement shall commence on October 1,
         2001 and, subject to the terms and conditions of this Agreement, expire
         on September 30, 2004 ("Term of Employment").

1.3      There shall be no extensions of the Term of Employment.

2        PLACE OF EMPLOYMENT

2.1      The Employment shall be at the Company's headquarters in Aurora,
         Illinois ("Headquarters").

2.2      The Company shall provide the same office at Headquarters for Employee
         as Employee had on October 1, 2001. Provided Employee satisfies the
         obligations under Section 3.1, Employee has the option of working from
         said office or Employee's home office. Subject to availability and
         advance notice by Employee, Company shall attempt to provide a maximum
         of twenty (20) hours per month of administrative assistance support
         (limited to word processing and reasonable photocopying relating to
         Company business, speaking, writing or consulting engagements) to the
         Employee between the hours of 9:00 a.m. and 5:00 p.m. (central time)
         for business days during the week. There shall be no carry forward or
         credit of unused administrative support hours, regardless of whether
         such hours were requested by Employee. The Company may, at its
         discretion, require Employee to reimburse the Company for any
         out-of-pocket expenses it incurs in the course of providing such
         administrative support.


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3        DUTIES AND RESPONSIBILITIES

3.1      Employee shall report to and follow the directions of the President of
         the Company ("President"). Employee's responsibilities and duties shall
         consist of the following: (i) each month design twenty (20) new and
         unique word/image combinations that are materially different from one
         another with each suitable for inclusion in one of the Company's
         existing product line (ii) consult with the Company's Creative Director
         on product concepts and product strategies as needed. Employee shall
         faithfully and diligently perform these duties and responsibilities.
         Notwithstanding any language to the contrary in this Agreement,
         Employee shall not make any commitments or incur any liabilities on
         behalf of the Company.

3.2      Employee shall remain a board member of the Company for the balance of
         his term as a Class III director, provided however, Employee shall
         resign as a director in the event of a termination of the Agreement.
         Employee shall remain an officer of the Company through the 2002 Annual
         Shareholder Meeting, at which point the Board of Directors shall
         determine, as with other employees of the Company, whether Employee
         shall continue as an officer.

4.       EXCLUSIVITY OF SERVICE

4.1      Provided Employee fulfills the duties and responsibilities in section
         3, Employee may pursue and retain fees for speaking, writing and
         consulting engagements provided: (i) Employee obtains advance written
         approval from the President for each consulting engagement, with such
         approval not to be unreasonably withheld, conditioned or delayed; (ii)
         no engagement shall pertain to the internal operations or to sensitive
         issues of the Company; (iii) no single engagement or series of
         engagements interferes with Employee's duties and responsibilities
         under the Agreement; (iv) Employee shall be responsible for any and all
         expenses and obligations incurred from such engagements, save the
         administrative assistance support that may be provided by the Company
         pursuant to section 2.2; and (v), Employee shall not, with respect to
         said engagements or any other activities described in this paragraph 4,
         directly or indirectly, act as an agent, servant or Employee of the
         Company, make any commitments or incur any liabilities on behalf of
         Company, represent to a third party in any medium of communication that
         he is an Employee of the Company or is connected with the Company in
         any way other than this Agreement.

5.       COMPENSATION AND BENEFITS

5.1      Effective as of October 1, 2001, the Company shall pay Employee a base
         salary in the gross amount, prior to deductions as indicated in this
         paragraph 5.1, of ONE HUNDRED AND FIFTY THOUSAND DOLLARS NO CENTS
         ($150,000.00) for the first year under the Term of Employment and ONE
         HUNDRED AND TWENTY-FIVE THOUSAND DOLLARS AND NO CENTS ($125,000.00) for
         each of the two (2) remaining years, payable in arrears on a bi-weekly
         basis. The Company may make deductions or withholdings as required by
         applicable state and federal law, or as may be or has been consented to
         by the Employee.


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5.2      The Employee shall not earn any bonuses, stock options, paid vacation
         or any other benefits or remuneration, except as described in
         paragraphs 5.3 through 5.5 below.

5.3      The Company shall reimburse the Employee, against receipts or other
         satisfactory evidence, for all reasonable business expenses properly
         incurred by Employee in the course of fulfilling the duties and
         responsibilities assigned to him by the President.

5.4      To the extent offered by the Company to its employees and subject to
         the same conditions, the Company shall offer Employee the same medical,
         disability, life and dental insurance coverage.

5.5      Unless otherwise required by law or specifically provided for in this
         Agreement, the Company shall not provide the Employee with any other
         fringe benefits, including but not limited to vacation accrual,
         holidays, personal leave, sick leave or family leave.

5.6      The Company shall have the right to offset any compensation due
         Employee with any amounts Employee owes the Company, including, but not
         limited to, any principal and interest due under that certain Second
         Amended and Restated Promissory Note executed by the Employee on
         December 9, 1999 in favor of the Company ("Note"), a copy of which is
         attached hereto as Exhibit A.

5.7      The principal balance and the outstanding interest balance due on the
         Note as of June 30, 2001 is, respectively, NINETY SEVEN THOUSAND SIX
         HUNDRED TWENTY FIVE DOLLARS AND NO CENTS ($97,625.00), and THIRTY
         THOUSAND SIX HUNDRED FIFTY ONE DOLLARS AND NO CENTS ($30,651.00).
         Employee previously transferred honorariums to the Company in fiscal
         2001 in the amount of EIGHT THOUSAND FOUR HUNDRED DOLLARS AND NO CENTS
         ($8,400.00). The Company and Employee have agreed to further reduce the
         interest and principal balances on the Note by applying all of
         Employee's accrued unused vacation (net of required withholding) which
         he has accumulated as of the date of this Agreement, as well as the
         previously-transferred honorariums, to the outstanding interest balance
         due on the Note as of June 30, 2001 and then to the outstanding
         principal balance on the Note as of June 30, 2001, in that order. After
         application of these amounts, the accrued unused vacation due the
         Employee as of October 1, 2001 shall be ZERO ($0.00). Nothing in this
         Agreement shall limit in any way the Company's right to enforce
         Employee's obligations under the Note.


6.       REASONABLENESS OF RESTRICTIONS

6.1      Employee acknowledges that, before and during the Term of Employment,
         Company has and will provide Employee with the use of and access to
         trade secrets and confidential information. In turn, Employee
         recognizes that, prior to and while performing his duties hereunder he
         had and will continue to have access to and come into contact with
         trade secrets and confidential information belonging to the Company,
         and had and will continue to obtain personal knowledge of and influence
         over Company's customers and/or employees. Employee


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         therefore agrees that the restrictions contained in Sections 7, 8, and
         9 are reasonable and necessary to protect the legitimate business
         interests of the Company both during and after the Term of the
         Employment.

7.       CONFIDENTIALITY

7.1      During the Term of Employment, Employee acknowledges that he will be
         afforded access to and become familiar with various Trade Secrets and
         Confidential Information of the Company. For purposes of this
         Agreement, Trade Secrets and Confidential information includes, without
         limitation: The Company's business plans, financial information,
         marketing strategies, customer or client lists or requirements,
         software and research and proprietary technology information, any such
         information relating to clients or customers, market information,
         business plans or dealings, financial information and plans, trading
         models, market access information, research activities, any document
         marked Confidential, any information which Employee has been told is
         Confidential, or any information which has been given the Company in
         confidence by customers, suppliers, or other persons. Trade Secrets and
         Confidential Information does not include any knowledge, skill or
         information generally known in the industry or available to the public.
         Employee shall neither during the Employment (except in the proper
         performance of his duties and with the prior written authorization of
         the President) nor at any time (without limit) after the termination
         thereof for any reason:

         7.1.1    Directly or indirectly use for his own purposes or those of
                  any other person, company, business entity, or other
                  organization whatsoever, or,

         7.1.2    Directly or indirectly disclose to any person, company,
                  business entity, or other organization whatsoever, any Trade
                  Secrets or Confidential Information of the Company.

8        POST-TERMINATION OBLIGATIONS

8.1      NON-COMPETITION.

         8.1.1    Employee and Company agree that Company takes many years to
                  develop contacts with its customers, clients and suppliers,
                  that the Company intends to remain affiliated with its
                  customers, clients and suppliers indefinitely, that the
                  Company invests money in developing those contacts, that
                  developing their contact is difficult, requires personal
                  contact and special knowledge; and

         8.1.2    Company and Employee agree that Employee may, through the
                  aforesaid contacts he establishes with the customers, clients
                  and suppliers of the Company, acquire such a relationship with
                  them as to enable him/her to cause them to cease or diminish
                  business with the Company in the event the Employee severs
                  his/her relationship with the Company.


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8.2      The Employee hereby agrees that, during his employment by the Company
         pursuant to this Agreement and for a period of eighteen (18) months
         following the termination of the Employment (the "Restricted Period"),
         without regard to the reason for such termination or the length of
         Employee's employment with the Company, he will not, directly or
         indirectly and in any way, whether as principal or as director,
         officer, employee, consultant, agent, partner or stockholder to another
         entity (other than by the ownership of a passive investment interest of
         not more than 2.5% in a company with publicly traded equity
         securities):

         8.2.1    own, manage, operate, control, be employed by, participate in,
                  or be connected in any manner with the ownership, management,
                  operation, or control of any business activity engaged in any
                  business activity, directly or indirectly competitive with the
                  business of the Company;

         8.2.2    contact for other than personal reasons, interfere with,
                  solicit on behalf of another, or attempt to entice away from
                  the Company (or any affiliate or subsidiary of the Company):
                  (i) any client or customer of the Company (or any affiliate or
                  subsidiary of the Company); or, (ii) any contract, agreement
                  or arrangement that the Company (or any affiliate or
                  subsidiary of the Company) is actively negotiating with any
                  other party; or, (iii) any prospective business opportunity
                  that the Company (or any affiliate or subsidiary of the
                  Company) has identified.

                  For purposes of this Paragraph and this Agreement, the parties
                  agree that "any business activity, directly or indirectly
                  competitive with the business of the Company" includes
                  companies that sell, design and/or manufacture motivational
                  products and/or awards.

8.3      NON-SOLICITATION OF EMPLOYEES.

         8.3.1    Employee hereby agrees that during the Restricted Period he
                  will not either on his own account or in conjunction with or
                  on behalf of any other person, company, business entity, or
                  other organization whatsoever directly or indirectly:

         8.3.2    induce, solicit, entice or procure any person who is an
                  employee of the Company to leave such employment, where that
                  person is: (i) a Company employee on the Termination date; or,
                  (ii) had been a Company employee in any part of the one (1)
                  year period immediately preceding the Termination Date;

         8.3.3    accept into employment or otherwise engage or use the services
                  of any person who: (i) is a Company employee on the
                  Termination Date; or, (ii) had been a Company employee in any
                  part of the one (1) year period immediately preceding the
                  Termination Date.

         8.3.4    accept or continue employment with any business entity that
                  does any act described in paragraphs 8.3.2 or 8.3.3.


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9        REMEDIES

9.1      Employee acknowledges and agrees that the restrictions contained in
         this Agreement will not prevent or hinder him/her from obtaining
         gainful employment or cause him/her any undue hardship and are
         reasonable and necessary in order to protect the Company's legitimate
         interests and that any violation thereof would result in irreparable
         injury to the Company. Employee therefore acknowledges and agrees that
         in event of any violation thereof, the Company shall be authorized and
         entitled to obtain from any court of competent jurisdiction temporary,
         preliminary and permanent injunctive relief as well as other equitable
         relief, which rights and remedies shall be cumulative and in addition
         to any other rights or remedies to which Company may be entitled,
         including the right to damages directly or indirectly sustained by the
         Company.

9.2      In the event of any breach or violation of the restrictions contained
         in this Agreement, the period therein specified shall abate during the
         time of any violation thereof and that portion remaining at the time of
         commencement of any violation shall not begin to run until such
         violation has been fully and finally cured.

9.3      The costs, including attorney's fees, incurred by the prevailing party
         in enforcing this Agreement shall be borne by the other party.



10       INVENTIONS

10.1     Any and all inventions, ideas and improvements ("Inventions") relating
         to the Company's business, whether or not patentable, conceived or made
         by Employee during the Term of Employment, solely or jointly with
         another, whether or not during working hours, shall immediately become
         the sole and absolute property of the Company, and shall be immediately
         disclosed to the Company by Employee for the Company's sole use,
         ownership and benefit. The preceding sentence shall apply to any and
         all Inventions conceived or made by Employee during the Restricted
         Period which directly or indirectly resulted from any work initiated or
         conducted by Employee or the Company during the Term of Employment. For
         purposes of this Agreement, "Inventions relating to the Company's
         business" shall mean Inventions relating to motivation and recognition.
         With regard to Inventions not related to the Company's business
         ("Non-Related Inventions"), during the Term of Employment Employee
         shall immediately disclose the Non-Related Invention to the Company and
         if the Company does not decide to pursue said Non-Related Invention
         within thirty (30) days of disclosure by Employee, Employee shall
         become the sole and absolute owner of said Non-Related Invention.
         Further, for either "Power of One" books or Non-Related Inventions by
         Employee that are disclosed to and elected to be pursued by the
         Company; the parties shall enter into a license agreement on terms and
         conditions that are comparable to provisions found in similar license
         agreements entered into by the Company as a licensee.


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10.2     Further, during and following termination of employment, without regard
         to the reason for such termination and without charge to the Company,
         the Employee agrees to assist the Company in every way to obtain and to
         vest in the Company full title, ownership, interest and protection of
         each such invention, and improvement, and the Employee shall, upon
         request of the Company, execute any and all documentation necessary to
         effectuate the same, including, without limitation, assignments,
         applications and other documentation enabling the Company to obtain a
         patent, proprietary right and other protection in the United States and
         worldwide.

10.3     The restrictions contained in this paragraph do not apply to any
         invention for which no equipment, supplies, facility or trade secret
         information of the Company was used and which was developed entirely on
         the Employee's own time, unless: (1) the invention relates (a) to the
         business of the Company or (b) to the Company's actual demonstratively
         anticipated research or development, or (2) the invention results from
         any work performed by the Employee for the Company.

11       TERMINATION

11.1     The Company and the Employee agree that this employment relationship is
         for a term of three (3) years commencing on the date specified in
         paragraph 1.2 of this Agreement.

11.2     On termination of the Employment for whatever reason, the Employee
         shall return to the Company in accordance with its instructions all of
         the Company's proprietary technology and trading models, records,
         software, models, reports, and other documents and any copies thereof
         and any other property belonging to the Company which are in the
         Employee's possession or under his control. The Employee shall, if so
         required by the Company, confirm in writing his compliance with his
         obligations under this paragraph.

11.3     The termination of the Employment shall be without prejudice to any
         right the Employee or the Company may have in respect of any breach by
         the other of any provisions of this Agreement which may have occurred
         prior to such termination.

11.4     In the event of termination of the Employment hereunder however
         arising, the Employee agrees that he will not at any time after such
         termination represent himself as still having any connection with the
         Company, except as a former Chairman Emeritus and Founder for the
         purpose of communicating with prospective employers or complying with
         any applicable statutory requirements.

11.5     Notwithstanding anything to the contrary in this Agreement, the Company
         may terminate this Agreement for "just cause" by providing to Employee
         written notice of the termination on account of just cause and the
         specific grounds thereof. Upon termination of the Employment for just
         cause, the Employment will immediately end and the Employee will not be
         entitled to receive any further compensation or benefits after that
         date except as may be required by law. The term "just cause" means (a)
         an act of fraud or dishonesty by the Employee, (b) an act by the
         Employee that the Company's Board of Directors reasonably believes
         constitutes a felony,


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         (c) any material breach or threatened breach by the Employee of any
         provision of this Agreement that has not been cured within thirty (30)
         days notice, (d) the failure of Employee, after a thirty (30) day
         notice to cure, to make timely payments on the Note, according to its
         terms, or (e) any activity engaged in by Employee to commit or incur
         any liability on behalf of the Company and such activity is not
         specifically allowed under this Agreement.

11.6     Notwithstanding anything to the contrary in this Agreement, the
         Company's obligations under this Agreement shall cease or terminate
         upon the death of Employee or upon the determination that Employee has
         a disability that prevents him from performing the essential functions
         of his position. Upon the death of the Employee, the Company shall pay
         either the surviving spouse or the estate of the Employee the bi-weekly
         compensation provided under this Agreement commencing with the first
         bi-weekly period after the Employee's date of death and the last
         bi-weekly payment ending with the expiration date of the Agreement.
         Upon the determination by the Company's Board of Directors that the
         Employee has a disability that prevents the Employee from performing
         the essential functions of his position, the Company shall pay to
         either the Employee, the Employee's guardian or administrator, or the
         Employee's estate, the bi-weekly compensation provided under this
         Agreement commencing with the first bi-weekly period after the
         determination of the existence of a disability and the last bi-weekly
         payment ending with the expiration date of the Agreement. For purposes
         of this paragraph only, the Employee will be deemed to have such a
         "disability" where Employee has suffered a physical or mental illness,
         injury, or infirmity that prevents Employee from fulfilling a material
         portion of his duties under this Agreement for at least ninety (90)
         consecutive days in any rolling 180 day period.

11.7     Notwithstanding anything to the contrary in this Agreement, the Company
         may elect not to utilize the Employee's services during the remainder
         of the Term of Employment and relieve the Employee of any further
         obligation to perform his duties under this Agreement. If the Company
         so elects, then the Employee shall not be entitled to an office,
         administrative assistance support or otherwise have access to the
         Company's premises, but the Company shall pay and will remain obligated
         to pay the Employee the remainder of his base salary during the
         remainder of the Term of Employment. In such event, Employee may elect
         to receive the remainder amount in a lump sum payment on the date of
         being relieved of his duties and responsibilities rather than receiving
         said amount through the bi-weekly payments over the remainder of the
         Term of Employment. Further, Employee will not be required to mitigate
         his damages by seeking other alternative employment during the
         remainder of the Term of Employment under this Agreement. Moreover,
         during the remainder of the Term of Employment, the Company shall pay
         all of the Employee's expenses for continued medical insurance coverage
         pursuant to COBRA, through the end of the Term of Employment, the end
         of the COBRA period, or until Employee becomes eligible for coverage
         under another group health insurance policy, whichever occurs earliest.

11.8     Notwithstanding anything to the contrary in this Agreement, the
         Employee may terminate the Employment under this Agreement for good
         reason in which event the Company shall still have the same obligations
         to the Employee as provided in paragraph 5. For purposes of this


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         paragraph, "good reason" shall mean a reduction in the Employee's
         minimum base salary or (ii) a material reduction in the Employee's
         benefits or a material breach of the Company's obligations undertaken
         in this Agreement. In the event that the Employee determines to
         terminate his Employment for good reason, the Employee shall be
         obligated to give notice of termination of sixty (60) days to the
         Company, which notice shall identify the reason for such termination,
         and the Company shall have a reasonable opportunity to cure any such
         defects. Absent such a cure, the Employee shall be entitled to the
         remainder of the compensation due under the Term of Employment, payable
         at the same times and on the same schedule as such compensation would
         have been paid had he not terminated his Employment.

12       SEVERABILITY AND REVISION

12.1     The various provisions and sub-provisions of this Agreement are
         severable, and if any provision or sub-provision or identifiable part
         thereof is held to be invalid or unenforceable by any court of
         competent jurisdiction, then such invalidity or unenforceability shall
         not affect the validity or enforceability of the remaining provisions
         or sub-provisions or identifiable parts in this Agreement. In the event
         that any of the provisions, covenants, warranties or agreements in this
         Agreement are deemed by a court to be in any respect an unreasonable
         restriction upon Employee or are otherwise invalid, for whatsoever
         cause, then the court so holding shall reduce and is so authorized to
         reduce, the territory to which it pertains and/or the period of time in
         which it operates, or effect any other change to the extent necessary
         to render any of the restrictions of this Agreement enforceable.

13       WARRANTY

13.1     Employee represents and warrants that he is not prevented by any other
         agreement, arrangement, contract, understanding, Court Order or
         otherwise, which in any way directly or indirectly conflicts, is
         inconsistent with, or restricts or prohibits him from fully performing
         the duties of the Employment, in accordance with the terms and
         conditions of this Agreement.

14       NOTICES

14.1     Any notice to be given hereunder may be delivered (a) in the case of
         the Company by registered mail, return receipt requested addressed to
         its Registered Office and (b) in the case of the Employee, either to
         him personally or by registered mail, return receipt requested to his
         last known residence address. Notices served by mail shall be deemed
         given when they are mailed.


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15       WAIVERS AND AMENDMENTS

15.1     No act, delay, omission, or course of dealing on the part of any party
         hereto in exercising any right, power, or remedy hereunder shall
         operate as, or be construed as, a waiver thereof or otherwise prejudice
         such party's rights, powers, and remedies under this Agreement. This
         Agreement may be amended only by a written instrument signed by the
         Employee and a duly authorized officer of the Company or the Board of
         Directors.

16       PRIOR AGREEMENTS

16.1     This Agreement cancels and is in substitution for all previous letters
         of engagement, offer letters, agreements, amendments, addendums, term
         sheets and arrangements (whether oral or in writing) relating to the
         subject-matter hereof between the Company and the Employee, all of
         which shall be deemed to have been terminated by mutual consent, with
         the exception of any rights the Employee may have under any stock
         option plan or bonus plan previously in existence. This Agreement does
         not alter the terms or conditions of the Successories, Inc. Amended and
         Restated Stock Option Plan dated April 17, 2001.This Agreement
         constitutes the entire terms and conditions of the Employee's
         employment and no waiver or modification thereof shall be valid unless
         in writing, signed by the parties, and only to the extent therein set
         forth.

17       ARBITRATION JURISDICTION AND GOVERNING LAW

17.1     Except for disputes arising under or in connection with Sections 7, 8,
         and 9, all disputes arising under or in connection with this Agreement
         or concerning in any way the Employee's employment shall be submitted
         exclusively to arbitration in DuPage, Illinois under the Rules of the
         American Arbitration Association then in effect, and the decision of
         the arbitrator shall be final and binding upon the parties. Judgment
         upon the award rendered may be entered and enforced in any court having
         jurisdiction. The Employee and the Company consent to personal
         jurisdiction of any state or federal court sitting in Du Page County,
         Illinois, in order to enforce any arbitration judgment or the rights of
         Employee or of the Company under Sections 7, 8, and 9 and waive any
         objection that such forum is inconvenient. Employee and the Company
         hereby consent to service of process in any such action by U.S. mail or
         other commercially reasonable means of receipted delivery. The parties
         also agree that the party found to be at fault shall reimburse the
         other party for all reasonable attorneys' fees that the other party
         incurs in pursing their remedies in good faith under this Agreement.

18       GOVERNING LAW

18.1     This Agreement shall be governed by and construed in accordance with
         the laws of the State of Illinois.


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19       ASSIGNABILITY

19.1     The rights and obligations contained herein shall be binding on and
         inure to the benefit of the successors and assigns of the Company. The
         Employee may not assign his rights or obligations hereunder without the
         express written consent of the Company.

20       HEADINGS; CONSTRUCTION

20.1     The headings contained in this Agreement are inserted for reference and
         inserted for reference and convenience only and in no way define,
         limit, extend, or describe the scope of this Agreement or the meaning
         or construction of any of the provisions hereof. As used herein, unless
         the context otherwise requires, the single shall include the plural and
         vice versa, words of any gender shall include words of any other
         gender, and "or" is used in the inclusive sense.

21       SURVIVAL OF TERMS

21.1     If this Agreement is terminated for any reason, the provisions of
         Sections 7, 8, and 9 shall survive and the Employee and the Company, as
         the case may be, shall continue to be bound by the terms thereof to the
         extent provided therein.

22       EMPLOYEE ACKNOWLEDGMENT AND ADVICE OF COUNSEL

22.1     EMPLOYEE REPRESENTS THAT HE HAS HAD AMPLE OPPORTUNITY TO REVIEW THIS
         AGREEMENT AND EMPLOYEE ACKNOWLEDGES THAT HE UNDERSTANDS THAT IT
         CONTAINS IMPORTANT CONDITIONS OF THE EMPLOYMENT AND THAT IT EXPLAINS
         POSSIBLE CONSEQUENCES, BOTH FINANCIAL AND LEGAL, IF THE EMPLOYEE
         BREACHES THE AGREEMENT.

AS WITNESS the hands of a duly authorized officer of the Company and of the
Employee effective the day and year first before written.


EMPLOYEE:                            COMPANY:


---------------------------          --------------------------
Arnold M. Anderson                   Successories, Inc.
                                     By:  Gary J. Rovansek
                                     Its:  President and Chief Executive Officer


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