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                                                                    Exhibit 10.9


                                                                 EXECUTION COPY 
                                                            |__| Employee's Copy
                                                            |__| Employer's Copy

                             School Specialty, Inc.
                              Employment Agreement

To Jonathan J. Ledecky:

     This Agreement establishes the terms of your employment with School
Specialty, Inc., a Delaware corporation (the "Company"), as of June 10, 1998.
This Agreement is contingent on and subject to the closing of the distribution
(the "Distribution") to the U.S. Office Products Company ("USOP") stockholders
of the Company's stock. If the Distribution does not close by September 30,
1998, this Agreement will have no force or effect.

Duties         You agree to serve as a senior consultant to the Company
               providing strategic business advice and high level acquisition
               negotiations. In that capacity, you will report to the Company's
               senior management and its Board of Directors (the "Board"). The
               Board can require such reports of your activities on the
               Company's behalf as it reasonably deems appropriate. It can
               require your services to the extent consistent with your other
               contractual employment obligations to Consolidation Capital
               Corporation ("CCC"), USOP, and the other subsidiaries ("Other
               Spincos") of USOP whose common stock will be distributed to the
               USOP stockholders concurrent with the Company's stock, with the
               specific timing of your services to be mutually agreed. You agree
               to comply with the Company's generally applicable personnel
               policies to the extent applicable to a person working on your
               schedule and consistent with your obligations in this Agreement.

Term           The term of this Agreement runs from the day following the
               effective date of the Distribution (the "Closing Date") through
               June 30, 2000, unless earlier terminated as provided in this
               Agreement.

Salary         You will receive an annual salary of $48,000 from the Closing
               Date, payable in accordance with the Company's payroll policies.

Benefits       You are eligible for participation in the Company's generally
               applicable benefit plans and programs (including its 401(k) Plan)
               to the extent you satisfy their terms for participation.

Expenses       The Company will make available to you, on an as needed and
               as mutually agreed basis, office space, secretarial assistance,
               and supplies for the direct performance of your services to the
               Company. It will pay or reimburse you for reasonable business 
               expenses relating to the direct

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               performance of such services, subject to limits to be mutually
               agreed in advance, upon proper and timely substantiation.

Options        You are receiving options for the Common Stock of the Company
               in consideration for services as an employee of the Company.

       Option  Your options will cover 7.5% of the Company's outstanding
               common stock determined as of the Distribution Date (excluding
               the stock under the Company's initial public offering), with no
               anti-dilution provisions in the event of issuance of additional
               shares of common stock (other than with respect to stock splits
               or reverse stock splits).

       Term    Your option will expire ten years from the Closing Date.

      Price    Your option will have a per share exercise price equal to the
               offering price in the Company's initial public offering, or if no
               initial public offering commences on the Closing Date, at the
               fair market value of the Company's common stock, as determined
               under the Company's option plan, for the date of grant.

   Schedule    Your option will be fully vested when granted, but may not be 
               exercised until the first anniversary of the Closing Date.

               Your option will become exercisable before that first anniversary
               if and to the extent that the Company accelerates the
               exercisability of the options for substantially all management
               optionholders.

               All unexercised portions of your options will expire if, as
               finally determined by a court, you violate the No Competition
               provision.

  Disgorging   If a court finds that you violated the No Competition provision,
  Option       you agree that your unexercised options are retroactively 
   Gain        forfeited as of the date of the violation and that, if you have 
               exercised the options since the violation began, you will
               promptly pay the Company any Option Gain, net of any taxes
               actually paid on the options. For purposes of this Agreement, the
               "Option Gain" per share you received on exercise of options on or
               after the violation is

        Stock        for stock you have sold, the greater of (i) the spread
         Sold        between closing price on the date of exercise and the
                     exercise price paid ("Exercise Spread") and (ii)the spread
                     between the price at which you sold the stock and the
                     exercise price paid, and


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        Stock        for stock you have retained, the greater of (i) Exercise
        Retained     Spread and (ii) the spread between the closing price on the
                     date of the court's final determination and the exercise 
                     price paid.

               All unexpired options will vest and be exercisable at your death.

Termination    The Company can terminate your employment under this Agreement 
               only for "cause." "Cause" means your (i) conviction of or guilty
               or nolo contendere plea to a felony demonstrably and materially
               injurious to the Company's business, and resulting in a sentence
               of imprisonment, or (ii), as finally determined by a court,
               violation of the No Competition provision as it applies to the
               Company, provided that the Company will give you 10 days to
               resolve the violation before attempting to invoke this
               termination provision. For a termination under (ii), you agree to
               repay any salary you received from the Company between the date
               of the violation and the date of the court's determination.

Severance      If your employment ends because you resign or are properly 
               terminated for cause, you will not receive severance or
               termination pay and your salary will end. Except to the extent
               the law or the terms of an applicable plan requires otherwise,
               neither you nor your beneficiary or estate will have any rights
               or claims under this Agreement or otherwise to receive severance
               or any other compensation or to participate in any other plan,
               arrangement, or benefit, after your termination of employment,
               other than with respect to your options.

No Competition Consistent with certain of your prior obligations to USOP, you 
               will not, until after the end of the Restricted Period, for any
               reason whatsoever, directly or indirectly, for yourself or on
               behalf of or in conjunction with any other person, persons,
               company, partnership, corporation, or business of whatever
               nature:

    Competition     (i) engage, as an officer, director, shareholder, owner, 
                    partner, joint venturer, or in a managerial capacity,
                    whether as an employee, independent contractor, consultant,
                    or advisor, or as a sales representative, in any business
                    (other than an Excluded Business, as defined below) selling
                    any products or services in direct competition with the
                    Company within 100 miles of where the Company or where any
                    of the Company's subsidiaries or affiliates regularly
                    maintains any of its or their offices with employees (the
                    "Territory"), where "products or services" are determined
                    for this clause with respect to products or services offered
                    on or before January 13, 1998 by the Company and/or any of
                    its subsidiaries or the predecessor companies combined to 
                    form the Company in


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                    connection with Distribution and where the geographic
                    limitation is determined with reference to the Company and
                    its subsidiaries and not to USOP or the other Spincos (e.g.,
                    competition with respect to the Company is determined by
                    reference to the location where the Company or its
                    subsidiary has an office with employees and not to the
                    locations of offices of other Spincos);

      Employees     (ii) call upon any person who is, at that time, within the 
                    Territory, an employee of the Company (including the
                    respective subsidiaries and/or affiliates thereof) in a
                    managerial capacity for the purpose or with the intent of
                    enticing such employee away from or out of the Company's
                    employ (including the respective subsidiaries and/or
                    affiliates thereof) other than a member of your immediate
                    family; or

      Customers     (iii) call upon any person or entity that is, at that time, 
                    or that has been, within one year prior to that time, a
                    customer of the Company (including the respective
                    subsidiaries and/or affiliates thereof) within the Territory
                    for the purpose of soliciting or selling products or
                    services in direct competition with the Company (including
                    the respective subsidiaries and/or affiliates thereof)
                    within the Territory other than on behalf of an Excluded
                    Business.

                    For purposes of this Agreement, the "Restricted Period"
                    ends, on the later of the second anniversary of the Closing
                    Date and the date one year after you leave employment with
                    the Company and its subsidiaries and affiliates.

                    For purposes of this Agreement, the "Excluded Businesses"
                    are the following:

                            (i) any electrical contracting business that, at the
                            time of its creation or acquisition and at all later
                            times, derives more than 50% of its revenues from
                            electrical contracting and maintenance services,
                            without regard to whether it would otherwise violate
                            the No Competition clause because it is also engaged
                            in a business directly competitive with the Aztec
                            Technology Partners, Inc. or any of its subsidiaries
                            (together, "Aztec"), provided that this exclusion
                            does not permit the business to engage in any of the
                            lines of business described under "Consulting and
                            Engineering Services," "Systems and Network Design
                            and Implementation Services," and "Software 
                            Development and Implementation Services" in the 
                            Aztec Form S-1 filed on June 3, 1998 (the 

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                            "Aztec Specified Businesses") other than as 
                            provided under (ii) or (vi) in the Excluded 
                            Businesses;

                            (ii) any business whose revenue from activities that
                            compete with Aztec and its subsidiaries, at the time
                            of the business's creation or acquisition and at all
                            later times, is less than $15 million per year,
                            provided that this exclusion does not permit the
                            business to engage in the Aztec Specified Businesses
                            other than (i) as provided under (vi) in the
                            Excluded Businesses or (ii) through the pending CCC
                            acquisitions of National Network Systems in Denver,
                            Colorado and of Chambers Electronics Communications
                            in Phoenix, Arizona;

                            (iii) any business engaged, and only to the extent
                            it is so engaged, in computer monitoring for
                            facilities management;

                            (iv) any business engaged, and only to the extent
                            that it is so engaged, in the business of selling,
                            supplying, or distributing janitorial or sanitary
                            products or services;

                            (v) any business engaged, and only to the extent it
                            is so engaged, in the managing or servicing of
                            office equipment (other than computers);

                            (vi) any business engaged, and only to the extent it
                            is so engaged, in providing internet access services
                            and activities supportive of such services;

                            (vii) UniCapital Corporation's business as described
                            in its prospectus as of the date of this Agreement;
                            and

                            (viii) U.S. Marketing Services, Inc.'s ("USM")
                            shelf-stocking and merchandising, point of purchase
                            display creation, and incentive marketing
                            businesses, as described in its registration
                            statement filed on the date of this Agreement, so
                            long as you are solely an investor in USM and not an
                            officer, director, or employee of, or consultant to,
                            USM; provided, however, that your service as a
                            director will not violate the foregoing requirement
                            as long as you cease to be a director no later than
                            the 90th day after the effective date of the 
                            registration of USM's initial public offering;

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                    provided, that in each case you are engaged in such business
                    only in a policy making role and not in the entity's
                    business in a manner that would involve you in direct
                    personal competition with the Company (and its
                    subsidiaries), provided further that this proviso does not
                    prevent your activities in furtherance of acquisitions of
                    Excluded Businesses, and provided further that you will
                    comply with your fiduciary duties as a director of the
                    Company in connection with the Excluded Businesses.

                    To the extent permitted by your obligations to the relevant
                    Excluded Business, as an employee and/or director of the
                    Company (or its subsidiaries), you will inform the relevant
                    entity of any opportunities for it associated with any of
                    the Excluded Businesses.

                    In addition to (and not in lieu of) the restriction
                    contained in the Employees clause above, you agree that,
                    during the period that the restrictions contained in this No
                    Competition provision remain in effect, and so long as you
                    are employed by, or otherwise affiliated with, CCC, you will
                    not, directly or indirectly, offer employment with CCC to,
                    or otherwise allow CCC to employ, any person who

                            is employed by the Company or a subsidiary of the
                            Company at the time; or

                            was so employed by the Company or a subsidiary of
                            the Company within one year prior to such time.

                    Notwithstanding the above, the foregoing covenant shall not
                    be deemed to prohibit you from acquiring capital stock in
                    CCC or any Excluded Business or serving as an officer,
                    director or employee or consultant to CCC, or acquiring as
                    an investment not more than 4.9% of the capital stock of a
                    competing business, whose stock is traded on a national
                    securities exchange or over-the-counter, provided that such
                    actions do not otherwise breach your obligations hereunder;
                    and provided further that actions of CCC after you have
                    ceased to be a director, officer, and employee of CCC will
                    not constitute a breach of this covenant, despite your
                    continued stock ownership, so long as you are not then
                    directly assisting any competitive actions. 

                    Because of the difficulty of measuring economic losses to 
                    the Company as a result of a breach of the foregoing 
                    covenant, and because of the immediate and irreparable 
                    damage that could be caused to the Company for which it 
                    would have no other adequate remedy, you agree that the


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                    Company may enforce the No Competition provisions by
                    injunctions and restraining orders.

                    You and the Company agree that you will not be in violation
                    of the No Competition provisions by virtue of your
                    investment in or other relationship to USOP, any of the
                    Spincos, or their respective subsidiaries, even if one of
                    those entities engages in direct competition with another.
                    You and the Company agree that CCC's acquisition or
                    retention of Wilson Electric Company, Inc. ("Wilson") and
                    Wilson's engaging in any lines of business in place as of
                    the Closing Date do not violate the No Competition
                    provision.

                    You and the Company agree that the No Competition provisions
                    impose a reasonable restraint on you in light of the
                    Company's activities and business (including the Company's
                    subsidiaries and/or affiliates) on the date of the execution
                    of this Agreement.

                    The Company agrees to consider reasonably and within two
                    weeks of receipt any requests you make for a waiver from the
                    No Competition provisions for a particular acquisition.

                    You and the Company further agree that, if you enter into a
                    business or pursue other activities not in competition with
                    the Company (including the Company's subsidiaries), or
                    similar activities or business in locations the operation of
                    which, under such circumstances, does not violate the
                    Competition clause of this No Competition provision, and in
                    any event such new business, activities, or location is not
                    in violation of this No Competition provision or of your
                    obligations under this No Competition provision, if any, you
                    will not be chargeable with a violation of this provision if
                    the Company (including the Company's subsidiaries) shall
                    thereafter enter the same, similar, or a competitive (i)
                    business, (ii) course of activities, or (iii) location, as
                    applicable.

                    The covenants in this No Competition provision are 
                    severable and separate, and the unenforceability of any 
                    specific covenant does not affect the provisions of any 
                    other covenant. Moreover, if any court of competent 
                    jurisdiction shall determine that the scope, time, or 
                    territorial restrictions set forth are unreasonable, then 
                    it is the intention of the parties that such restrictions 
                    be enforced to the fullest extent which the court deems 
                    reasonable, and the Agreement shall thereby be reformed.

                    All of the covenants in this No Competition provision shall
                    be construed as an agreement independent of any other
                    provision in this Agreement, and the existence of any claim
                    or cause of action by you against the 

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                    Company, whether predicated on this Agreement or 
                    otherwise, shall not constitute a defense to the 
                    enforcement by the Company of such covenants. It is 
                    specifically agreed that the Restricted Period, during 
                    which your agreements and covenants made in this 
                    provision shall be effective, is computed by excluding 
                    from such computation any time during which you are in 
                    violation of any provision of the No Competition 
                    provision.

                    Notwithstanding any of the foregoing, if any applicable law
                    reduces the time period during which you are prohibited from
                    engaging in any competitive activity described in this
                    provision, you agree that the period for prohibition shall
                    be the maximum time permitted by law.

                    You specifically agree that USOP and the Company have
                    provided you with sufficient consideration for the
                    enforcement of the No Competition obligations for the
                    Restricted Period and for the assumption of such benefits by
                    the Company. You specifically consent to USOP's assignment
                    to the Company of the right to enforce the No Competition
                    provisions of the Amended Ledecky Services Agreement, as
                    those provisions are incorporated in this Agreement.

Other               The Company acknowledges that you are also employed by
Employment          CCC, USOP,  and the Other Spincos, and agrees that such dual
                    employment does not breach this Agreement, unless and to the
                    extent that you thereby violate the No Competition
                    provisions.

Return of           All records, designs, patents, business plans, financial 
Company             statements, manuals, memoranda, lists and other property 
Property            delivered to or compiled by you by or on behalf of the 
                    Company (including the respective subsidiaries thereof) or
                    their representatives, vendors, or customers that pertain to
                    the business of the Company (including the respective
                    subsidiaries thereof) shall be and remain the property of
                    the Company, and be subject at all times to its discretion
                    and control. Likewise, you will make reasonably available at
                    the Company's request during business hours all
                    correspondence, reports, records, acquisition materials,
                    charts, advertising materials and other similar data
                    pertaining to the business, activities, or future plans of
                    the Company that you have collected or obtained. 

Trade Secrets       You agree that you will not, during or after the term of 
                    this Agreement with the Company, disclose the specific terms
                    of the Company's (including the respective subsidiaries
                    thereof) relationships or agreements with its or their
                    respective significant vendors or customers or any other
                    significant and material trade secret of the Company
                    (including the respective subsidiaries thereof) whether in
                    existence or proposed, to any 
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                    person, firm, partnership, corporation or business for 
                    any reason or purpose whatsoever. For CCC or any other 
                    businesses with which you are affiliated or in which you 
                    are a stockholder, you may reach agreement on comparable 
                    terms with significant vendors to the Company, so long as 
                    you do not provide copies of or otherwise disclose the 
                    specific terms of the Company's relationships or 
                    agreements.

Indemnification     If you are made a party to any threatened, pending, or 
                    completed action, suit or proceeding, whether civil,
                    criminal, administrative or investigative (other than an
                    action by the Company against you), by reason of the fact
                    that you are or were performing services under this
                    Agreement then the Company must indemnify you against all
                    expenses (including attorneys' fees), judgments, fines and
                    amounts paid in settlement, as actually and reasonably
                    incurred by you in connection therewith to the fullest
                    extent provided by Delaware law and in accordance with the
                    Company's Bylaws.

No Prior            You hereby represent and warrant to the Company that your 
Agreements          execution of this Agreement, your services to the Company, 
                    and the performance of your agreements hereunder will not
                    violate or be a breach of any agreement with a former or
                    current employer, client, or any other person or entity.
                    Further, you agree to indemnify the Company for any claim,
                    including, but not limited to, attorneys' fees and expenses
                    of investigation, by any such third party that such third
                    party may now have or may hereafter come to have against the
                    Company based upon or arising out of any non-competition
                    agreement, invention, or secrecy agreement between you and
                    such third party that was in existence as of the date of
                    this Agreement.

Complete            This Agreement is not a promise of future employment.  You 
Agreement           have no oral representations, understandings, or agreements 
                    with the Company or any of its officers, directors, or 
                    representatives covering the same subject matter as this 
                    Agreement. This written Agreement is the final, complete, 
                    and exclusive statement and expression of the agreement 
                    between the Company and you with respect to all the terms 
                    of this Agreement, and it cannot be varied, contradicted, 
                    or supplemented by evidence of any prior or 
                    contemporaneous oral or written agreements. This written 
                    Agreement may not be later modified except by a further 
                    writing signed by a duly authorized officer of the 
                    Company and you, and no term of this Agreement may be 
                    waived except by writing signed by the party waiving the 
                    benefit of such term.

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Notice              Whenever any notice is required hereunder, it shall be given
                    in writing addressed as follows:

                    To the Company:  School Specialty, Inc.
                                     Attention:  Chief Executive Officer
                                     1000 North Bluemond Drive
                                     Appleton, Wisconsin  54914

                   To Employee:      Jonathan J. Ledecky
                                     1400 34th St.,  N.W.
                                     Washington, D.C.  20007


                    Notice shall be deemed given and effective three days after
                    the deposit in the U.S. mail of a writing addressed as above
                    and sent first class mail, certified, return receipt
                    requested, or when actually received. Either party may
                    change the address for notice by notifying the other party
                    of such change in accordance with this Notice provision.

Severability        If any portion of this Agreement is held invalid or 
                    inoperative, the other portions of this Agreement shall be
                    deemed valid and operative and, so far as is reasonable and
                    possible, effect shall be given to the intent manifested by
                    the portion held invalid or inoperative. This severability
                    provision shall be in addition to, and not in place of, the
                    comparable provisions in the No Competition provision.

Governing Law       This Agreement shall in all respects be construed according 
                    to the laws of the State of Delaware, other than those
                    relating to conflicts of laws. Any decision as to breaches
                    of this Agreement or any provision herein shall be made
                    pursuant to a final, nonappealable decision of a court.

Binding Effect      This Agreement binds and benefits the Company, each of its 
and Assignment      successors or assigns, and your heirs and the personal 
                    representatives of your estate. Without the Company's prior
                    written consent, you may not assign or delegate this
                    Agreement or any or all rights, duties, obligations, or
                    interests under it.


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Superseding         Contingent upon the Closing and effective only in that 
Effect              event, this Agreement supersedes any prior oral or written 
                    employment or severance agreements between you and the
                    Company (specifically excluding your options to purchase
                    Company stock). Except as set forth above, this Agreement
                    supersedes all prior or contemporaneous negotiations,
                    commitments, agreements, and writings with respect to the
                    subject matter of this Agreement. All such other
                    negotiations, commitments, agreements, and writings will
                    have no further force or effect; and the parties to any such
                    other negotiation, commitment, agreement, or writing will
                    have no further rights or obligations thereunder.

Negotiated          You agree that you have consulted with counsel of your own 
Agreement           selection and have negotiated the terms of this Agreement 
                    with the Company. You and the Company agree that this
                    Agreement should not be construed against either party as
                    the "drafter."



                                            SCHOOL SPECIALTY, INC.

Date: June 9, 1998                  By:          /s/ Daniel P. Spalding
      --------------                       ----------------------------------
                                                     Daniel P. Spalding
                                                     Chief Executive Officer


I agree to and accept these terms, specifically including the assignment of the
No Competition provision.



Date: June 9, 1998                               /s/ Jonathan J. Ledecky
      --------------                       ---------------------------------
                                                     Jonathan J. Ledecky