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                                                                   EXHIBIT 10.41


                        SOURCE INTERLINK COMPANIES, INC.
                    EMPLOYMENT AND NON-COMPETITION AGREEMENT

         This EMPLOYMENT AND NON-COMPETITION AGREEMENT ("Agreement") is made as
of July 24, 2003 by and between SOURCE INTERLINK COMPANIES, INC., a Missouri
corporation (the "Corporation") and MARC FIERMAN, a natural person presently
residing in the State of Florida ("Executive").

                                   WITNESSETH:

         WHEREAS, The Corporation and Executive have entered into an Employment
Agreement dated as of February 1, 2000 that provided the terms and conditions
under which Executive would be employed by the Corporation in the position of
Vice President of Finance-Display Division of the Corporation for a term ending
on January 31, 2003, subject to extension (the "Prior Agreement").

         WHEREAS, The Corporation desires to provide for the continued
employment of Executive and to provide and obtain assurances with respect to
such employment, and Executive desires that such employment be continued and
desires to obtain and provide such assurances, in each case on the terms and
conditions set forth in this Agreement;

         NOW, THEREFORE, in consideration of the premises and the mutual
covenants and promises herein contained, the adequacy of which is hereby
acknowledged, the Corporation and Executive hereby agree as follows.

                                  I. EMPLOYMENT

1.1 The Corporation hereby employs the Executive as Chief Financial Officer of
the Corporation (the "Position"), upon the terms and conditions provided in this
Agreement. Executive hereby accepts such employment and agrees (a) to devote all
of his working time, attention and energy using his best efforts to the duties
of the Position, as well as to any other duties and responsibilities reasonably
related to the Position assigned to him from time to time by the Chairman and
Chief Executive Officer of the Corporation (the Executive's "Supervisor"), (b)
faithfully serve and further the interests of the Corporation in every lawful
and ethical way giving honest, diligent and loyal and cooperative service to the
Corporation, and (c) to comply with the Articles of Incorporation, Bylaws and
all rules and policies which, from time to time may be adopted by the
Corporation, including without limitation, those rules and policies regarding
disclosure of information concerning the Corporation, its business, affairs,
plans or customers.

1.2 Executive warrants and represents to the Corporation that he is not now
under any obligation to any person or entity nor does he have any other
interests which are inconsistent with or in conflict with this Agreement, or
which would prevent, limit or impair in any way the performance by him of any of
the covenants herein or any duties or responsibilities of the Position and he
agrees to and shall indemnify and hold the Corporation harmless from and against
any claim, loss, damage, liability, cost or expense including, without
limitation, reasonable attorneys' fees which may be asserted against the
Corporation or any of its executives arising out of or in connection with any
alleged breach or violation of this representation and warranty.


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                             II. TERM OF EMPLOYMENT

2.1 The term of Executive's employment under this Agreement shall extend from
February 1, 2003 through January 31, 2006 (the "Expiration Date"), at which time
the obligation of the Corporation to pay further compensation, bonuses or
provide fringe benefits to Executive shall cease; provided however that all
other obligations of the parties hereunder (including the obligation of the
Corporation to pay to Executive Base Compensation and bonuses earned by
Executive through the date of such expiration) of either party to the other
party at the time of such expiration shall not be affected by such expiration.
Such term of employment may be terminated prior to expiration of such term at
any time upon the earlier occurrence of any of the following events:

(a)      By mutual written consent of the Corporation and Executive, upon such
         terms and conditions as the parties may agree in writing;

(b)      Immediately upon Executive's death, in which case, the obligations of
         the Corporation to pay further compensation, any bonuses or provide
         fringe benefits to Executive shall cease as of the date of Executive's
         death; provided however that all other obligations of the parties
         hereunder (including the obligation of the Corporation to pay to
         Executive Base Compensation earned by Executive through the date of
         Executive's death) of either party to the other party at the time of
         Executive's death shall not be affected by such termination; and
         provided further that for a period of six months the Corporation shall
         provide to Executive's family health insurance coverage on the terms
         and conditions no less favorable to Executive's family than provided
         immediately prior to Executive's death; and provided further that all
         unexercised stock options held by Executive at the time of his death
         shall become immediately vested and exercisable;

(c)      By the Corporation, upon the permanent total Disability (as hereinafter
         defined) of Executive, in which case the Corporation shall continue to
         pay, in accordance with the Corporation's then current payroll
         policies, Executive's Base Compensation in effect as of the date of
         Executive's Disability for the period of six months beginning on the
         date of termination;

(d)      By the Corporation, immediately upon written notice to Executive, for
         Cause (as hereinafter defined), in which case, the obligations of the
         Corporation to pay further compensation, bonuses or provide fringe
         benefits to Executive shall cease as of the date of such notice;
         provided however that all other obligations of the parties hereunder
         (including the obligation of the Corporation to pay to Executive Base
         Compensation earned by Executive through the date of such notice) of
         either party to the other party at the time of such termination shall
         not be affected by such termination;

(e)      By Executive, immediately upon at least thirty (30) days' written
         notice to Corporation, as a result of the occurrence of any Employment
         Condition (as hereinafter defined) in which case, the Corporation shall
         continue to pay Executive's Base Compensation in effect as of the date
         of such termination through the Expiration Date.



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2.2 For purposes of this Agreement, the following terms have the meanings
ascribed thereto below:

(a)      The term "Cause" as used in this Agreement shall mean (i) Executive's
         conviction of a felony which results in the incarceration of Executive
         for a period of more than thirty (30) days or conviction of a crime
         involving moral turpitude which causes injury (monetary or otherwise)
         to the Corporation's public image or reputation or involving fraud or
         deceit, (ii) the Executive's disclosure to third parties of trade
         secrets or other confidential and proprietary information related to
         the business of the Corporation and its subsidiaries in violation of
         this Agreement, or (iii) the Executive's failure to perform the
         Executive's duties to the Corporation (other than any such failure
         resulting from the Executive's incapacity due to Disability or any
         actual or anticipated failure resulting from a resignation by the
         Executive as a result of the occurrence of any Employment Condition)
         after a written demand for Executive's performance of his duties is
         delivered to the Executive by the Executive's Supervisor, which demand
         specifically identifies the manner in which the Board of Directors
         believes that the Executive has not performed his duties, and which
         performance is not substantially cured by the Executive within thirty
         (30) days of receipt of such demand.

(b)      The term "Disability" shall mean Executive's inability through physical
         or mental illness, to perform a majority of Executive's usual duties
         for an uninterrupted period of one hundred eighty (180) days or more,
         and shall be deemed to have occurred on the last day of such 180-day
         period. The Corporation's option in this regard shall be exercised in
         writing and mailed or delivered to Executive or Executive's personal
         representative during the period of such continuing Disability. In the
         event of a dispute as to whether the Executive is Disabled, the
         decision of an independent health care professional selected jointly by
         Executive and the Corporation, and paid by the Corporation, shall be
         conclusive and binding on the parties, and Executive agrees to submit
         to such examinations as the health care professional shall deem
         appropriate and to make the results of such examinations available to
         the Corporation.

(c)      The term "Employment Condition" as used in this Agreement shall mean
         any of the following (i) the assignment by Corporation to Executive of
         substantive additional duties or responsibilities which are
         inconsistent with the duties or responsibilities generally discharged
         by other executive officers of the Corporation, without Executive's
         consent; (ii) after the occurrence of a Change of Control, the
         relocation of Executive's principal place of employment without
         Executive's consent to a place outside the Ft. Myers-Naples, Florida
         area; (iii) the harassment of Executive intended, designed or which
         would have the foreseeable effect of causing Executive to resign or
         abandon Executive's employment with Corporation; (iv) the insistence by
         the Corporation that Executive take any action that could be deemed to
         be a violation of Executive's professional ethics, or (v) the material
         breach by Corporation of this Agreement, or any other agreement to
         which Corporation and Executive are a party.



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                                III. COMPENSATION

3.1 As compensation for Executive's services under the Agreement and subject to
adjustment as provided below, the Corporation shall pay to Executive, commencing
on February 1, 2003 and continuing through January 31, 2004 by the Corporation,
an annual base rate of compensation (the "Base Compensation") of Two Hundred
Thousand Dollars ($200,000), which Base Compensation shall be payable at such
intervals as the Corporation pays its other executive employees, but in any
event, not less frequently than semi-monthly. Each fiscal year (commencing after
the conclusion of the fiscal year ending January 31, 2004), the Corporation will
set the Executive's Base Compensation for that fiscal year, taking into account
the performance of the Executive and such other factors deemed relevant by the
Corporation; provided however that in no event shall such Base Compensation for
any annual period be less than 106% of the Base Compensation set forth for the
immediately preceding annual period.

3.2 In addition to Executive's Base Compensation,

(a) Executive shall receive a bonus each year equal to 20% of the Base
Compensation, which bonus shall be payable in equal quarterly installments on
the last day of each fiscal quarter provided only that Executive has fully and
faithfully discharged the duties and responsibilities of his position;

(b) Executive may receive an additional bonus each year payable on or before
April 30 of each year awarded in the discretion of the Chief Executive Officer
exercised reasonably after consideration of the Executive's achievement of
performance goals specified by the Chief Executive Officer in writing to
Executive not later than February 28 of each year. and,

(c) Executive may receive an additional amount of bonus each year on such basis
as the Executive's Supervisor may recommend, and the Compensation Committee of
the Board of Directors of the Corporation may approve, based on such criteria,
as they shall have established in their sole and absolute discretion.

Notwithstanding anything to the contrary contained herein to the contrary, the
aggregate bonus awarded under this Section 3.2 in any fiscal year shall not
exceed 50% of Executive's Base Compensation for such fiscal year.

3.3 As additional compensation for Executive's services under this Agreement,
the Corporation shall pay to Executive an automobile allowance equal to $700.00
per month, payable monthly.

               IV. EXPENSES, FRINGE BENEFITS AND INDEMNIFICATION.

4.1 The Corporation will pay directly, or reimburse Executive, for such items of
reasonable and necessary expense as are incurred by Executive in the interest of
the business of the Corporation. All such expenses paid by Executive will be
reimbursed by the Corporation upon the presentation by Executive of an itemized
account of such expenditures, sufficient to support their deductibility to the
Corporation for federal income tax purposes (without regard to whether or not
the Corporation's deduction for such expenses is limited for federal income tax
purposes), within thirty (30) days after the date such expenses are incurred.

4.2 The Corporation will provide Executive, his spouse and dependents with
health and life insurance and other fringe benefits on terms and conditions
normally accorded the Corporation's executive employees (which may entail
employee contributions); provided however, that the



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foregoing shall not obligate the Corporation to continue any such benefits in
force, or to maintain such benefits at their present standards and levels, at
any time as to any class of employees. Executive shall also be entitled to
participate in all other insurance and retirement plans, retirement benefits,
death benefits, salary continuation benefits, stock based plans and other
perquisites and fringe benefits generally available for the executive employees
of the Corporation.

4.3 The Corporation will provide paid vacation leave each year in accordance
with the Corporation's vacation policy for executive officers.

4.4      (a) The Corporation agrees to hold harmless and to indemnify and defend
         Executive against any and all Expenses and Indemnifiable Amounts
         actually and reasonably incurred by Executive in connection with any
         threatened, pending or completed Proceeding (including any action by or
         in the right of the Corporation) to which Executive is, was or at any
         time becomes a party or is threatened to be made a party (other than a
         party plaintiff suing on his or her own behalf or derivatively on
         behalf of the Corporation) by reason of the Corporate Status of
         Executive.

(b)      The Corporation shall advance all reasonable Expenses incurred by or on
         behalf of Executive in connection with any Proceeding within ten (10)
         days after the receipt by the Corporation of a statement or statements
         from Executive requesting such advance or advances from time to time,
         whether prior to or after final disposition of such Proceeding. Each
         such statement or statements shall describe in reasonable detail the
         Expenses incurred by Executive. Executive hereby undertakes: (i) to
         repay to the Corporation, within thirty (30) days of any determination
         described in this clause (i), any Expenses previously advanced under
         this Section if it is ultimately determined that Executive is not
         entitled to be indemnified against such Expenses under applicable law
         or this Agreement; and (ii) immediately to pay over to the Corporation
         any amounts advanced by the Corporation for which Executive
         subsequently receives funds under any insurance coverage in effect from
         time to time.

(c)      As used in this Section 4.4:

"Corporate Status" means that a person is or was: (i) a director, officer,
executive or agent of the Corporation; (ii) a director, officer, executive,
partner, trustee, or agent of any other corporation, partnership, joint venture,
trust, executive benefit plan or other enterprise which such person is or was
serving at the request of the Corporation; or (iii) a guarantor of any debt of
the Corporation at the request of the Corporation;

"Expenses" means all reasonable attorneys' fees, retainers, court costs,
transcript costs, fees of experts, witness fees, travel expenses, duplicating
costs, printing and binding costs, telephone charges, postage, delivery service
fees, and all other disbursements or expenses of the types customarily incurred
in connection with prosecuting, defending, preparing to prosecute or defend,
investigating, or being or preparing to be a witness in a Proceeding;

"Indemnifiable Amounts" means fines and other amounts for which Executive is
liable pursuant to judgments or settlement agreements or otherwise as a result
of any Proceeding; and

"Proceeding" means any action, suit, arbitration, alternate dispute resolution
mechanism, investigation, administrative hearing or any other proceeding,
whether civil, criminal, administrative or investigative, except one that is or
was: (i) initiated by Executive to enforce his rights under this Agreement or
(ii) pending on or before the date of this Agreement.



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                           V. CONFIDENTIAL INFORMATION

5.1 Executive will not, except as authorized by the Corporation or as reasonably
required to fully and faithfully discharged the duties and responsibilities of
his position, during or at any time after the termination or expiration of
Executive's employment with the Corporation, directly or indirectly, use for
himself or others, or disclose, communicate, divulge, furnish to, or convey to
any other person, firm, or corporation, any secret, proprietary or confidential
information, knowledge or data of the Corporation, any of its subsidiaries or
that of third parties obtained by Executive during the period of his employment
with the Corporation and such information, knowledge or data includes, without
limitation, the following:

(a)      Secret, proprietary or confidential matters of a technical nature such
         as, but not limited to, methods, know-how, formulae, compositions,
         processes, discoveries, manufacturing techniques, inventions, computer
         programs, and similar items or research projects involving such items;

(b)      Secret, proprietary or confidential matters of a business nature such
         as, but not limited to, information about costs, purchasing, profits,
         market, sales or lists of customers; or

(c)      Secret, proprietary or confidential matters pertaining to future
         developments such as, but not limited to, research and development or
         future marketing or merchandising.

5.2 Executive, upon termination of his employment with the Corporation, or at
any other time upon the Corporation's written request, shall deliver promptly to
the Corporation all drawings, blueprints, manuals, letters, notes, notebooks,
reports, sketches, formulae, computer programs and similar items, memoranda,
lists of customers, and all other materials and copies thereof relating in any
way to the Corporation's business which contain confidential or proprietary
information and which were in any way obtained by Executive during the term of
his employment with the Corporation which are in his possession or under his
control; and Executive will not make or retain any copies of any of the
foregoing and will so represent to the Corporation upon termination of his
employment.

5.3 The Corporation may notify any person, firm, or corporation employing
Executive or evidencing an intention to employ Executive as to the existence and
provisions of this Agreement.

5.4 Executive understands and acknowledges that such confidential or proprietary
information or other commercial ideas mentioned herein are unique and that the
disclosure or use of such matters or any other secret, proprietary or
confidential information other than in furtherance of the business of the
Corporation would reasonably be expected to result in irreparable harm to the
Corporation. In addition to whatever other remedies the non-breaching party
and/or its successors or assigns may have at law or in equity, each party
specifically covenants and agrees that, in the event of default under or breach
of this Agreement, the non-breaching party and/or its successors and assigns
shall be entitled to apply to any court of competent jurisdiction to enjoin any
breach, threatened or actual, by the breaching party, and/or to sue to obtain
damages for default under or any breach of this Agreement. In the event of
default under or breach of this Agreement, each of the Corporation and Executive
hereby agrees to pay all costs of enforcement and collection of any and all
remedies and damages under this Agreement incurred by the non-breaching party,
including reasonable attorneys' fees as determined by a court of competent
jurisdiction.



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                          VI. LIMITATION ON COMPETITION

Executive shall not, during the period of employment and for a period of two
years after expiration or termination of this Agreement:

6.1 within the United States of America, directly or indirectly as an owner,
employee, consultant or otherwise, individually or collectively, acquire an
interest in (other than Executive's ownership of not more than 2% of the
outstanding equity securities of a publicly-traded Corporation), become an
employee of or consultant to a person or entity engaged in the business of (i)
designing, manufacturing, marketing or distributing front-end fixtures, shelving
or other display racks for use by retail stores or (ii) the third party billing
and collecting of rebates for magazines or other products sold at the checkout
of mass market retailers or (iii) providing an internet data base or
communications network for use by retailers and publishers or manufacturers of
confections or mass merchandise or (iv) magazine distribution or (v) any other
activity in which the Corporation is engaged prior to the termination of this
Agreement. Executive agrees that the area, in light of the character of the
industry, and the duration of this limitation are reasonable under the
circumstances, considering Executive's position with the Corporation and other
relevant factors, and that in all likelihood this will not constitute a serious
handicap to Executive in securing future employment;

6.2 directly or indirectly, either for himself or for any other person or
entity, take any action or perform any services which are designed to or in fact
call upon, compete for, solicit, divert, or take away, or attempt to divert or
take away, any of the customers of Corporation or of any subsidiary of the
Corporation; this prohibition includes customers existing at the present time or
prospective or past customers solicited, sold to or served by Corporation or any
subsidiary of the Corporation during the five (5) years prior to termination or
expiration of this Agreement; or

6.3 directly or indirectly, either for himself or for any other person or
entity, induce, employ or attempt to employ any person who is at that time, or
has been within six (6) months immediately prior thereto, employed by the
Corporation or any subsidiary of the Corporation.

6.4 It is further agreed that, if Executive shall violate the foregoing
prohibitions, the Corporation shall be entitled to seek specific performance of
these covenants, and Executive shall pay all costs and attorneys' fees, as
determined by a court of competent jurisdiction, incurred by the Corporation in
enforcing the aforesaid covenants if the Corporation is successful in so doing
after a final adjudication of the matter. If any of the foregoing covenants is
not enforceable to the full extent provided, it shall be and remain enforceable
to the extent permitted by law, and a court is authorized by the parties to
modify such covenant to make it reasonable and, as so modified, enforce it.

6.5 Notwithstanding the provisions hereof regarding termination of this
Agreement, the provisions of this Section shall remain in full force and effect
provided for hereunder.

                             VII. GENERAL PROVISIONS

         7.1 The waiver by either party of a breach or violation of any
provision of this Agreement shall not operate as or be construed to be a waiver
of any subsequent breach hereof.

         7.2 Should any one or more sections of this Agreement be found to be
invalid, illegal, or unenforceable in any respect, the validity, legality and
enforceability of the remaining



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sections contained herein shall not in any way be affected or impaired thereby.
In addition, if any section hereof is found to be partially enforceable, then it
shall be enforced to that extent.

         7.3 Any and all notices required or permitted to be given under this
Agreement shall be sufficient if furnished in writing and personally delivered
or sent by registered or certified mail to the last known residence address of
Executive or to Corporation, c/o Source Interlink Companies, Inc. 27500
Riverview Center Blvd., Suite 400, Bonita Springs, Florida 34134 or such other
place within the United States of America as it may subsequently designate in
writing.

         7.4 This Agreement shall be interpreted, construed and governed
according to the laws of the State of Florida.

         7.5 The section headings contained in this Agreement are for
convenience only and shall in no manner be construed to limit or define the
terms of this Agreement.

         7.6 This Agreement shall be executed in two or more counterparts, each
of which shall be deemed an original and together they shall constitute one and
the same Agreement, with at least one counterpart being delivered to each party
hereto.

         7.7 The Corporation shall have the right to assign this Agreement to a
third party which purchases substantially all of the stock, or substantially all
of the assets of the Corporation, a subsidiary or affiliated entity of the
Corporation, or the surviving entity in a merger or similar corporate event. The
Agreement may not be assigned by Executive.

         7.8 This Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective heirs, personal representatives,
successors and assigns.

         7.9 This is the entire and only Agreement between the parties
respecting the subject matter hereof, and supercedes all prior agreements,
including the Prior Agreement. This Agreement may be modified only by a written
instrument executed by all parties hereto.

         IN WITNESS WHEREOF, the Corporation has caused this Agreement to be
executed by its duly authorized officers, and Executive has executed this
Agreement as of the date first written above.


                                          SOURCE INTERLINK COMPANIES, INC.

                                          By: /s/ S. Leslie Flegel
                                              ----------------------------------
                                              Name: S. Leslie Flegel
                                              Its: Chairman & Chief Executive
                                                   Officer

                                          EXECUTIVE

                                          /s/ Marc Fierman
                                          --------------------------------------
                                          Marc Fierman



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