EMPLOYMENT AGREEMENT
                              --------------------

       EMPLOYMENT  AGREEMENT (this  "Agreement"),  dated as of April 1, 2002, by
and between Varsity Brands,  Inc., a Delaware  corporation (the "Company"),  and
David Groelinger (the "Executive").

                               W I T N E S S E T H

       WHEREAS,  the Executive served as Chief Financial Officer of the Company,
from March 7, 1996 to August 17, 2001, and served as Executive Vice President of
the Company,  from August 17, 2001 to the date hereof,  pursuant to the terms of
an  employment  agreement  dated as of March 7, 1996 and  amended as of March 7,
1998, March 7, 1999, March 7, 2000 and August 17, 2001 (the "Original Employment
Agreement");

       WHEREAS,  the Original Employment  Agreement has terminated in accordance
with its terms, and parties desire to enter into this Agreement to set forth the
terms and  conditions of the employment  relationship  of the Executive with the
Company.

       NOW, THEREFORE, the parties agree as follows:

1.     EMPLOYMENT.  The Company hereby employs the Executive,  and the Executive
hereby  accepts  employment  with the Company  upon the terms and subject to the
conditions set forth herein.

2.     TERM.  This  Agreement  shall  commence  as of the date  hereof and shall
terminate pursuant to Section 11 (the "Term").

3.     POSITION.  During the Term,  the Executive  shall serve as Executive Vice
President  of the  Company.  At any time that the  Executive  is  serving  as an
officer of the Company,  the Company  shall  provide him with officer  liability
insurance and/or  indemnification  to the same extent provided to other officers
of the Company for all  occurrences  while the Executive is or was an officer of
the Company.

4.     DUTIES AND REPORTING  RELATIONSHIP.  During the Term, the Executive shall
use his skills and render  services to the best of his abilities in  supervising
and conducting the tasks assigned by the Chief Executive  Officer of the Company
(the  "CEO")  as  consistent  with the  responsibilities  of a senior  financial
officer.  The Executive  shall report to, and be subject to supervision  by, the
CEO of the  Company.  The  Executive  shall  perform  services  for the  Company
constituting  at least 30 hours  per  week (or such  other  time as will  render
Executive  eligible to  participate  in the Employee  Benefits  (as  hereinafter
defined). It is understood and agreed that the Executive has, or may have in the
future,  other business commitments  (including,  but not limited to, consulting
arrangements  and membership on one or more boards of  directors),  and that his
services  hereunder  may be performed  at flexible  times so as not to interfere
with  such  other  commitments  of  the  Executive  to  the  extent  such  other
commitments do not interfere with the Executive's

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duties or time commitment hereunder.

5.     PLACE OF PERFORMANCE.  The Company shall provide  reasonable office space
and services for the  Executive in New York City,  provided,  however,  that the
Executive  may,  at his  option,  perform his duties at home rather than at such
offices.

6.     [Intentionally Omitted]

7.     SALARY AND BONUSES.

       (a)    BASE  SALARY.  The  Executive's  base salary  (the "Base  Salary")
hereunder  shall be  $100,000  per annum,  payable no less often than in monthly
installments.

       (b)    ANNUAL BONUS.  The Executive  shall be eligible to  participate in
bonus and profit sharing plans approved by the Board of Directors (the "Board").
Amounts (if any) payable pursuant to this Section 7(b) are referred to herein as
an "Annual Bonus".

8.     VACATION,  HOLIDAYS AND SICK LEAVE.  During the Term, the Executive shall
be entitled to paid  vacation,  paid holidays and sick leave in accordance  with
the  Company's  standard  policies  for its  senior  executive  officers,  which
policies  shall provide the Executive  with (a) benefits no less  favorable than
those provided to any other senior executive officer of the Company and (b) paid
vacation at the rate of no fewer than four (4) weeks of paid  vacation  per year
(pro  rata to the  amount of time  actually  worked  by the  Executive),  unless
otherwise agreed between the Executive and the Company.

9.     BUSINESS EXPENSES.  The Executive will be reimbursed for all ordinary and
necessary  business  expenses  incurred by him in connection with his employment
upon timely  submission by the Executive of receipts and other  documentation as
required by the Internal  Revenue  Code and in  conformance  with the  Company's
normal procedures.

10.    PENSION  AND WELFARE  BENEFITS.  During the Term, the Executive  shall be
eligible  to  participate  fully in all  health  benefits,  insurance  programs,
pension  and  retirement  plans  and other  employee  benefit  and  compensation
arrangements  (collectively,  the "Employee  Benefits") available to officers of
the Company generally,  which Employee Benefits shall provide the Executive with
benefits no less  favorable  than those  provided to any other senior  executive
officer of the Company.

11.    TERMINATION OF EMPLOYMENT.

       (a)    GENERAL.  The Executive's  employment  hereunder may be terminated
without any breach of this  Agreement only under the  circumstances  provided in
this paragraph 11(a).

              (i)    DEATH OR DISABILITY.

                     (A)    The   Executive's    employment    hereunder   shall
automatically terminate upon the death of the Executive.

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                     (B)    If, as a result of the Executive's incapacity due to
physical or mental illness, the Executive shall have been absent from his duties
with the Company for any six (6) months (whether or  not consecutive) during any
twelve (12) month period,  the Company may terminate the Executive's  employment
hereunder for "Disability."

              (ii)   TERMINATION  BY THE COMPANY.  The Company may terminate the
Executive's  employment  hereunder (A) by giving sixty (60) days' written notice
to the Executive or (B) due to either (1) the willful  failure or refusal by the
Executive to perform his duties hereunder (other than any such failure resulting
from the Executive's  incapacity due to physical or mental  illness),  which has
not  ceased  within  ten  (10)  days  after a  written  demand  for  substantial
performance is delivered to the Executive by the Board,  which demand identifies
the manner in which the Company  believes  that the  Executive has not performed
such duties,  (2) the willful engaging by the Executive in misconduct  involving
breach  of duty,  theft or  other  acts of  dishonesty  (but not  including  bad
business judgment) which is materially  injurious to the Company,  monetarily or
otherwise  (including,  but not  limited  to,  breach of his  obligations  under
Section 15) or (3) the  conviction of the  Executive of a felony or  misdemeanor
involving moral turpitude.

              (iii)  TERMINATION BY THE  EXECUTIVE.  The Executive may terminate
his  employment  hereunder  by giving  thirty (30) days'  written  notice to the
Company,  specifying  the  date  as of  which  such  termination  is  to  become
effective.

       (b)    NOTICE  OF   TERMINATION.   Any  purported   termination   of  the
Executive's  employment by the Company or by the Executive shall be communicated
by written Notice of  Termination  to the other party hereto in accordance  with
Section 20. "Notice of Termination"  shall mean a notice that shall indicate the
specific  termination  provision in this  Agreement  relied upon and the Date of
Termination.

       (c)    DATE OF TERMINATION.  "Date of Termination"  shall mean (i) if the
Executive's  employment  is  terminated  because  of  death,  the  date  of  the
Executive's  death;  (ii)  if  the  Executive's  employment  is  terminated  for
Disability,  the date Notice of  Termination is given; (iii) if the  Executive's
employment is  terminated  pursuant to Sections  11(a)(ii) or (iii) hereof,  the
date  specified  in the  Notice  of  Termination  (which  (x) in the  case  of a
termination under Section 11(a)(ii)(B) shall not be less than ten (10) days from
the  date  such  Notice  of  Termination  is  given  and  (y) in the  case  of a
termination  not under Section  11(a)(ii)(B)  shall not be less than thirty (30)
days from the date such Notice of Termination is given).

12.    COMPENSATION DURING DISABILITY, UPON DEATH OR UPON TERMINATION.

       (a)    During any period that the  Executive  fails to perform his duties
hereunder  as a result of  incapacity  due to  physical or mental  illness,  the
Executive shall continue to receive (i) his full Base Salary at the rate then in
effect  until his  employment  is  terminated   pursuant to Section  11(a)(i)(B)
hereof  and (ii) any unpaid  amount of his  Annual  Bonus  granted  pursuant  to
Section 7(b) above; provided, however, that the payments in clauses (i) and (ii)
above  shall  be  reduced  by the sum of the  amounts,  if any,  payable  to the
Executive  with respect to such period  under  disability  benefit  plans of the
Company or under the Social Security disability insurance

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<PAGE>


program,  and which  amounts  were not  previously  applied  to reduce  any such
payment.

       (b)    If the  Executive's  employment is terminated  due to his death or
Disability, the Company shall pay any amounts due to the Executive under Section
7 through the Date of  Termination  (including  any unpaid  amount of his Annual
Bonus granted pursuant to Section 7(b) above) in accordance with Section 14(b).

       (c)    If  the   Executive's   employment   shall  be   terminated by the
Company  pursuant to Section  11(a)(ii)(B),  the Company shall pay the Executive
his full Base Salary  through the Date of  Termination  at the rate in effect at
the time Notice of Termination  is given,  and the Company shall have no further
obligations to the Executive under this Agreement.

       (d)    If the  Executive  shall  terminate  his  employment  pursuant  to
Section 11(a)(iii), the Company shall pay the Executive (A) his full Base Salary
through  the Date of  Termination  at the rate in effect  at the time  Notice of
Termination  is  given,  (B) all  other  unpaid  amounts,  if any,  to which the
Executive is entitled as of the Date of Termination  under any compensation plan
or program of the Company,  at the time such payments are due and (C) any unpaid
amount of his Annual Bonus granted pursuant to Section 7(b) above.

       (e)    If the Company shall terminate the Executive's employment pursuant
to Section 11(a)(ii)(A), then:

              (i)    the  Company  shall  pay the  Executive  (A) his full  Base
Salary  through the Date of Termination at the rate in effect at the time Notice
of  Termination  is given,  (B) all other unpaid  amounts,  if any, to which the
Executive is entitled as of the Date of Termination  under any compensation plan
or program of the Company,  at the time such payments are due and (C) any unpaid
amount of his Annual Bonus granted pursuant to Section 7(b) above; and

              (ii)   the Company  shall (A) continue  coverage for the Executive
under the Company's  life  insurance,  medical,  health,  disability and similar
welfare benefit plans (or, if continued coverage is barred under such plans, the
Company shall provide to the Executive  substantially  similar benefits) for six
(6) months  subsequent to the Date of Termination,  and (B) provide the benefits
which the  Executive  would  have  been  entitled  to  receive  pursuant  to any
supplemental  retirement  plan  maintained  by the  Company  had his  employment
continued  at the rate of  compensation  specified  herein for the same  period.
Benefits  otherwise  receivable by the Executive  pursuant to clause (A) of this
Section  12(e)(ii)  shall be  reduced  to the  extent  comparable  benefits  are
actually received by the Executive from a subsequent  employer during the period
during which the Company is required to provide such benefits, and the Executive
shall report any such benefits actually received to the Company.

13.    REPRESENTATIONS.

       (a)    The Company  represents  and warrants that this Agreement has been
authorized by all necessary  corporate  action of the Company and is a valid and
binding agreement of the Company  enforceable  against it in accordance with its
terms.


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<PAGE>


       (b)    The  Executive  represents  and warrants that he is not a party to
any  agreement  or  instrument  which would  prevent him from  entering  into or
performing his duties in any way under this Agreement.

14.    SUCCESSORS; BINDING AGREEMENT.

       (a)    The  Company  will  require  any  successor   (whether  direct  or
indirect,   by  purchase,   merger,   consolidation  or  otherwise)  to  all  or
substantially  all of the  business  and/or  assets of the Company to  expressly
assume and agree to perform  this  Agreement  in the same manner and to the same
extent  that the Company  would be required to perform it if no such  succession
had taken place.

       (b)    This Agreement is a personal contract and the rights and interests
of the Executive  hereunder  may not be sold,  transferred,  assigned,  pledged,
encumbered,  or hypothecated by him, except as otherwise  expressly permitted by
the provisions of this  Agreement.  This Agreement shall inure to the benefit of
and be enforceable  by the Executive and his personal or legal  representatives,
executors,   administrators,   successors,  heirs,  distributees,   devisee  and
legatees. If the Executive should die while any amount would still be payable to
him  hereunder  had the Executive  continued to live,  all such amounts,  to the
extent provided in Section 12(b),  shall be paid in accordance with the terms of
this Agreement to his devisee, legatee or other designee or, if there is no such
designee, to his estate.

15.    CONFIDENTIALITY.  The Executive  covenants and agrees that he will not at
any time during and after the end of the Term,  directly or indirectly,  use for
his own  account,  or disclose to any person,  firm or  corporation,  other than
authorized officers, directors and employees of the Company or its subsidiaries,
Confidential  Information  (as  hereinafter  defined)  of the  Company.  As used
herein, "Confidential Information" of the Company means information of any kind,
nature or description  which is disclosed to or otherwise known to the Executive
as a direct or indirect  consequence of his association with the Company,  which
information  is not generally  known to the public or to the businesses in which
the  Company is  engaged or which  information  relates to  specific  investment
opportunities  within the scope of the Company's  business which were considered
by the Executive or the Company during the term of this Agreement.

16.    NONCOMPETITION.  During  his  employment  with the  Company or any of its
affiliates,  and for a period of eighteen (18) months  following the termination
of his  employment,  the Executive  shall not,  directly or  indirectly,  in the
Territory  (defined  below),  enter into or engage generally in competition with
the Company,  or any of its  subsidiaries or otherwise engage in any business in
which  the  Company  or its  subsidiaries  engages  on the  Date of  Termination
(collectively,  the  "Business"),  whether as an  individual  on his own or as a
partner  or  joint  venturer,  or  as an  employee,  salesman,  agent,  officer,
director,  or  shareholder  of any  business or for any person,  or in any other
capacity. The term "Territory" shall mean the states in which the Company or any
of its subsidiaries currently engages in the Business or the states in which the
Company  or  any  of  its  subsidiaries  engages  in  the  Business  during  the
Executive's employment with the Company or any of its affiliates.

17.    NONSOLICITATION.  During his  employment  with the  Company or any of its
affiliates, and for a


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<PAGE>


period of eighteen (18) months following the termination of his employment,  the
Executive  shall not  directly or  indirectly,  either on his own or  otherwise,
attempt  to  take  away  any  of the  customers  of  the  Company  or any of its
subsidiaries  in the  Territory  or induce or solicit any other  employee of the
Company or any of its subsidiaries to leave its employ.

18.    ENTIRE AGREEMENT.  This Agreement contains all the understandings between
the parties hereto pertaining to the matters referred to herein,  and supersedes
all undertakings and agreements,  whether oral or in writing, previously entered
into by them  with  respect  thereto.  This  Agreement  does not  supercede  the
Original Employment  Agreement with respect to any matter contained therein. The
Executive represents that, in executing this Agreement, he does not rely and has
not relied upon any representation or statement not set forth herein made by the
Company with regard to the subject matter,  bases or effect of this Agreement or
otherwise.

19.    AMENDMENT OF MODIFICATION  WAIVER.  No provision of this Agreement may be
amended  or waived  unless  such  amendment  or waiver is agreed to in  writing,
signed by the  Executive  and by a duly  authorized  officer of the Company.  No
waiver  by any  party  hereto  of any  breach  by  another  party  hereto of any
condition  or  provision  of this  Agreement to be performed by such other party
shall be deemed a waiver of a similar or  dissimilar  condition  or provision at
the same time, any prior time or any subsequent time.

20.    NOTICES.  Any notice to be given  hereunder shall be in writing and shall
be deemed  given when  delivered  personally,  sent by courier  or  telecopy  or
registered  or  certified  mail,  postage  prepaid,  return  receipt  requested,
addressed to the party concerned at the address indicated below or to such other
address as such party may subsequently give notice of hereunder in writing:

TO THE EXECUTIVE AT:

       130 Anchorage Drive
       Bridgeport, CT 06605

TO THE COMPANY AT:

       Varsity Brands, Inc.
       2525 Horizon Lake, Suite 1
       Memphis, Tennessee 38133
       Attn: President

Any notice  delivered  personally  or by courier  under this Section 20 shall be
deemed  given  on the  date  delivered,  and  any  notice  sent by  telecopy  or
registered or certified mail, postage prepaid,  return receipt requested,  shall
be deemed given on the date telecopied or mailed.

21.    SEVERABILITY.  If any  provision  of this  Agreement  (including  without
limitation  Sections 15, 16 and 17) or the  application of any such provision to
any  party  or  circumstances  shall be  determined  by any  court of  competent
jurisdiction  to be invalid and  unenforceable  to any extent,  the remainder of
this  Agreement  or  the  application  of  such  provision  to  such  person  or
circumstances  other than those to which it is so  determined  to be invalid and
unenforceable, shall not be affected thereby, and each provision hereof shall be
validated and shall be enforced to the fullest extent permitted by law.

22.    SURVIVORSHIP.  The  respective  rights  and  obligations  of the  parties
hereunder  shall  survive  any  termination  of  this  Agreement  to the  extent
necessary to the intended preservation of such rights and obligations.


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<PAGE>


Any notice  delivered  personally  or by courier  under this Section 20 shall be
deemed  given  on the  date  delivered,  and  any  notice  sent by  telecopy  or
registered or certified mail, postage prepaid,  return receipt requested,  shall
be deemed given on the date telecopied or mailed.

21.    SEVERABILITY.  If any  provision  of this  Agreement  (including  without
limitation  Sections 15, 16 and 17) or the  application of any such provision to
any  party  or  circumstances  shall be  determined  by any  court of  competent
jurisdiction  to be invalid and  unenforceable  to any extent,  the remainder of
this  Agreement  or  the  application  of  such  provision  to  such  person  or
circumstances  other than those to which it is so  determined  to be invalid and
unenforceable, shall not be affected thereby, and each provision hereof shall be
validated and shall be enforced to the fullest extent permitted by law.

22.    SURVIVORSHIP.  The  respective  rights  and  obligations  of the  parties
hereunder  shall  survive  any  termination  of  this  Agreement  to the  extent
necessary to the intended preservation of such rights and obligations.

23.    GOVERNING LAW; SPECIFIC  PERFORMANCE.  This agreement will be governed by
and  construed  in  accordance  with the laws of the State of New York,  without
regard to its conflicts of laws principles.  The Executive  acknowledges  that a
violation on his part of any of the covenants contained in Sections 15, 16 or 17
hereof would cause immeasurable and irreparable damage to Company. The Executive
accordingly  agrees and hereby  grants his consent  that,  without  limiting the
remedies  available  to  Company,  any actual or  threatened  violation  of such
covenants may be enforced by injunctive  relief or by other  equitable  remedies
issue or ordered by any court of competent jurisdiction.

24.    HEADINGS.  All  descriptive  headings of sections and  paragraphs in this
Agreement  are  intended  solely  for  convenience,  and no  provision  of  this
Agreement  is to be  construed  by  reference  to the  heading of any section or
paragraph.

25.    WITHHOLDINGS. All payments to the Executive under this Agreement shall be
reduced by all applicable withholding required by federal, state or local law.

26.    COUNTERPARTS. This Agreement may be executed and delivered,  including by
facsimile,  in one or more  counterparts,  each of  which  shall  be  deemed  an
original,  but  both of  which  together  shall  constitute  one  and  the  same
instrument.

       IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.

                                         VARSITY BRANDS, INC.

                                         By:
                                            ------------------------------------
                                            Name:
                                            Title:
                                         EXECUTIVE


                                         ---------------------------------------
                                         David Groelinger



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<PAGE>


       IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.

                                         VARSITY BRANDS, INC.


                                         By: /s/ JEFFREY G. WEBB
                                            ------------------------------------
                                            Name:  Jeffrey G. Webb
                                            Title:
                                         EXECUTIVE

                                         /s/ DAVID GROELINGER
                                         ---------------------------------------
                                         David Groelinger


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