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                                                                   EXHIBIT 10.8
 
                              EMPLOYMENT AGREEMENT
 
    THIS EMPLOYMENT AGREEMENT, dated as of this 15 day of July, 1998, is by and
between SCHOOL SPECIALTY, INC., a Wisconsin corporation (the "Company") and
DAVID VANDER ZANDEN ("Employee").
 
                                    RECITALS
 
    The Company desires to continue to employ Employee and to have the benefit
of his skills and services, and Employee desires to accept employment with the
Company, on the terms and conditions set forth herein.
 
    NOW, THEREFORE, in consideration of the mutual promises, terms, covenants
and conditions set forth herein, and the performance of each, the parties
hereto, intending legally to be bound, hereby agree as follows:
 
                                   AGREEMENTS
 
     1. EMPLOYMENT AND DUTIES. The Company hereby agrees to employ the Employee
        and the Employee hereby accepts employment as the Chief Operating
        Officer of the Company and agrees to devote his full business time and
        efforts to the diligent and faithful performance of his duties as Chief
        Operating Office hereunder under the direction of the CEO of the
        Company. Such duties shall be performed from headquarters in the 
        Appleton, Wisconsin area. Through out the term of this Agreement, the 
        Employee shall be recommended by management of the Company to its 
        shareholders as a suitable candidate for a position on the Board of 
        Directors of the Company.
 
     2. TERM OF EMPLOYMENT. Unless sooner terminated as hereinafter provided,
        the term of the Employee's employment hereunder shall commence with and
        only with the date of this agreement and shall continue for a period of
        two (2) years. This Agreement may be terminated prior to the end of the
        Term in the manner provided herein. In the event that this agreement is
        not terminated pursuant to the terms of this Agreement, following the
        first year of the initial term of two (2) years and any renewal terms
        thereof, said agreement shall extend for successive renewal terms of two
        (2) years each measured from the date of renewal, unless either party
        shall notify the other party of their desire to not renew the term of
        this agreement, with said notice to be made no later than ninety (90)
        days prior to the expiration of the first year of the initial term of 
        this agreement or any then effective renewal term thereof.
 
     3. COMPENSATION. For all services rendered by Employee, the Company shall
        compensate Employee as follows:
 
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       (a) BASE SALARY. Effective on the date hereof, the base salary payable to
           Employee shall be Two Hundred Twenty Five Thousand Dollars
           ($225,000.00) per year or such greater amount as determined from time
           to time by the Board of Directors of the Company (but not reviewed
           less frequently than on an annual basis), payable on a regular basis
           in accordance with the Company's standard payroll procedures, but not
           less than monthly. It is understood that the base salary is a minimum
           amount, and shall not be reduced during the term of this Agreement.
 
       (b) INCENTIVE BONUS. During the initial term and any extensions thereof,
           Employee shall be eligible to receive an incentive bonus based upon
           his participation in the Company's senior management bonus program as
           specified in Exhibit A as attached hereto. The first and last years
           of employment will be prorated.
 
       (c) PERQUISITES, BENEFITS, AND OTHER COMPENSATION. During the initial
           term and any extensions thereof, Employee shall be entitled to
           receive all perquisites and benefits as are customarily provided by
           the Company to its executive employees, subject to such changes,
           additions, or deletions as the Company may make generally from time
           to time, as well as such other perquisites or benefits as may be
           specified from time to time by the Board or the Chief Executive
           Officer of the Company.
 
       (d) STOCK OPTIONS.
 
           The Employee shall be granted a combination of options granted 
           under the School Specialty, Inc, 1998 Stock Incentive Plan 
           Incentive Stock Option Agreement ("ISO") (as defined and qualified 
           under section 422 of the Internal Revenue Code of 1986, as amended 
           (the "Code")) and School Specialty, Inc, 1998 Stock Incentive Plan 
           Nonqualified Stock Option Agreement ("NSO") in a total amount of 
           230,620 shares of common stock of the Company (the "Option 
           Shares"). The Option Shares shall be composed of the maximum 
           amount of shares permitted to be issued under the terms of the ISO 
           with the balance to be issued under the terms of the NSO. The 
           ability to purchase the Option Shares shall have the following 
           characteristics: (i) an exercise price equal to $15.50 per share; 
           (ii) expiration date of June 10, 2008; (iii) fully vested when 
           granted but with no right to exercise before June 10, 1999 (unless 
           the Compensation Committee of the Board of Directors of the 
           Company provides otherwise before such date); and (iv) subject to 
           forfeiture on conditions as provided in the ISO and/or NSO 
           documents.


     4. COVENANTS AND CONDITIONS.

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       (a) The Employee will acquire information and knowledge respecting the
           intimate and confidential affairs of the Company in the various
           phases of its business. Accordingly, the Employee agrees that he
           shall not for the period he receives severance pay under the terms of
           this Employment Agreement from the Company, use for himself or
           disclose to any person not employed by the Company any such knowledge
           or information heretofore acquired or acquired during the term of
           this employment hereunder including but not limited to the
           prescribed requirements of Section 134.90 of the Wisconsin Statutes,
           as hereinafter amended from time to time. Nothing in this agreement
           shall be construed to limit or supersede the common law of torts or
           statutory or other protection of trade secrets where such law
           provides the Company with greater protections or protections for a
           longer duration than that provided in this section 4 of this
           Agreement.
 
       (b) The Employee agrees that all memoranda, notes, records, papers, or
           other documents and all copies thereof relating to the Company's
           operations or business, some of which may be prepared by him, and all
           objects associated therewith (such as models and samples) in any way
           obtained by him shall be the Company's property. This shall 
           include, but is not limited to, documents and objects concerning 
           any process, apparatus, or product manufactured, used, developed, 
           investigated, or considered by the Company. The Employee shall 
           not, except for Company use, copy or duplicate any of the 
           aforementioned documents or objects, nor remove them from the 
           Company's facilities, nor use any information concerning them 
           except for the Company's benefit, either during his employment or 
           thereafter. The Employee agrees that he will deliver all of the 
           aforementioned documents and objects that may be in his possession 
           to the Company on termination of his employment, or at any other 
           time on the Company's request, together with his written 
           certification of compliance, except for those documents and 
           objects received as a director of the Company.
 
     5. DEATH OR DISABILITY OF THE EMPLOYEE. The Employee's employment shall
        terminate immediately upon his death. In the event the Employee becomes
        physically or mentally disabled so as to become unable, for a period of
        more than one hundred twenty (120) consecutive working days or for more
        than one hundred twenty (120) working days in the aggregate during any
        twelve (12) month period, to perform his duties hereunder on a
        substantially full-time basis, the Company may at its option terminate
        his employment upon not less than thirty (30) days written notice. The
        Company's right to terminate the Employee's employment pursuant to the
        preceding sentence shall cease in the event the notice of termination
        provided for therein shall not be given during the period of the
        Employee's disability or within ninety (90) days after such disability
        ceases. In the event of termination, the Company shall be obligated to
        pay the Employee's salary under paragraph 3 hereof, net of the gross
        amount of Long Term disability benefits received by the Employee,
        through the 

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        balance of the term of this Agreement and any then currently effective 
        extension thereof.
 
     6. TERMINATION AND SEVERANCE COMPENSATION. The Company reserves the right
        to terminate the Employee's employment under this agreement should any
        of the following occur:
 
       (a) The Employee's commission of a felony that is an act which, in the 
           opinion of the Board of Directors, is either abhorrent to the 
           community or is an intentional act, which the Board of Directors 
           considers materially damaging to the reputation of the Company or 
           its successors or assigns. 

       (b) The Employee's breach of or failure to perform his obligations in
           accordance with the terms and conditions of this agreement.
 
       (c) The death or disability of the Employee.
 
        Should the term of the Employee's employment with the Company be
        terminated pursuant to the terms of Section 6(b), (c) and 7 herein, the
        Company shall pay to the Employee the Base Salary described in Section
        3(a) for the balance of the then effective term of this Agreement.

     7. RIGHTS AND OBLIGATIONS OF SUCCESSORS. In the event that any of the 
        following events occur a "Change in Control" shall be deemed to occur 
        for the purpose of this Agreement: (a) any person or group of persons 
        acting in concert becomes the beneficial owner, directly or 
        indirectly (excluding ownership by or through employee benefit 
        plans), of securities of the Company representing fifty percent (50%) 
        or more of the combined voting power of the Company's then 
        outstanding securities; (b) the Company is combined (by merger, share 
        exchange, consolidation, or otherwise) with another corporation and 
        as a result of such combination less than seventy five percent (75%) 
        of the outstanding securities of the surviving or resulting 
        corporation are owned in the aggregate by the former shareholders of 
        the Company; or (c) any person or group of persons acting in concert 
        obtains direct or indirect control of the Board of Directors of the 
        Company, other than the current shareholders of the Company. The 
        Employee shall have the right to terminate his employment under the 
        terms of this Agreement for a period of Sixty (60) days following the 
        Change in Control. In the event that the Employee shall not so elect 
        to terminate this Agreement, then this agreement shall be assignable 
        and transferable by the Company to any subsidiary or affiliate or to 
        any subsidiary or affiliate of the Company affiliated with the Change 
        in Control and shall inure to the benefit of and be binding upon the 
        Employee and his heirs and personal representatives and the Company 
        and its successors and assigns. In the event the Employee elects to 
        terminate employment, the Employee shall be paid through the term of 
        this Agreement and any then currently effective extension thereof.

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     8. COVENANT NOT TO COMPETE. In consideration of the employment hereunder,
        the Employee hereby agrees that during the term of his employment by the
        Company and for the period that severance pay is paid under the terms of
        this Agreement by the Company to the Employee, the Employee will not
        either directly or indirectly own, have proprietary interest (except for
        less then 5% of any listed company or company traded in the
        over-the-counter market) of any kind in, be employed by, or serve as a
        consultant to or in any other capacity for any firm, other than the
        Company and its subsidiaries, engaged in the manufacture and
        distribution of school supplies, equipment, furniture or other products
        made and distributed by the Company or any of the Company's present or
        future subsidiary corporations (acquired during the term of this
        Agreement) during the period of the Employee's employment in the area
        where they are engaged in business without the express written consent
        of the Company. The Employee agrees that a breach of the covenant
        contained herein will result in irreparable and continuing damage to the
        Company for which there will be no adequate remedy at law and in the
        event of any breach of such agreement, the Company shall be entitled to
        injunctive and such other and further relief including damages as may be
        proper.

     9. NOTICE. All notices, demands and other communications hereunder shall be
        deemed to have been duly given, if delivered by hand or mailed,
        certified or registered mail with postage prepaid:
 
<TABLE>
<S>        <C>                                        <C>
           To the Company:                            School Specialty, Inc.
                                                      1000 North Bluemound Drive
                                                      P.O. Box 1579
                                                      Appleton, WI 54913-1579
                                                      Attention: Mr. Daniel P. Spalding
                                                      Fax: (920) 734-6276
 
           With a copy to:                            Joseph F. Franzoi IV, Esq.
                                                      Franzoi & Franzoi, S.C.
                                                      514 Racine Street
                                                      Menasha, WI 54952
                                                      Fax: (920) 725-0998
 
           To Employee:                               David Vander Zanden
                                                      W2810 Oakridge Drive
                                                      Appleton, WI 54915
</TABLE>
 
       or to such other address as the person to whom notice is to be given may
       have specified in a notice duly given to the sender as provided herein.
       Such notice, request, claim, demand, waiver, consent, approval or other
       communication shall be deemed to have been given as of the date so
       delivered, telefaxed, mailed or dispatched and, 

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       if given by any other means, shall be deemed given only when actually 
       received by the addressees.
 
    10. ENTIRE AGREEMENT; AMENDMENT; WAIVER. This Agreement (including any
        documents referred to herein) sets forth the entire understanding of the
        parties hereto with respect to the subject matter contemplated hereby.
        Any and all previous agreements and understandings between or among the
        parties regarding the subject matter hereof, whether written or oral,
        are superseded by this Agreement. This Agreement shall not be amended or
        modified except by a written instrument duly executed by each of the
        parties hereto. Any extension or waiver by any party of any provision
        hereto shall be valid only if set forth in an instrument in writing
        signed on behalf of such party.
 
    11. EXPENSES. The Company will pay all fees, expenses and disbursements of
        their agents, representatives, accountants and counsel incurred in
        connection with the subject matter of this Agreement, and its
        enforcement.
 
    12. GOVERNING LAW. This Agreement shall in all respects be construed
        according to the laws of the State of Wisconsin, without regard to its
        conflict of laws principles.

    IN WITNESS WHEREOF,  the parties hereto have cause this Agreement to be duly
executed as of the date first written above.
 
                                          COMPANY: School Specialty, Inc.

                                          /s/ Daniel P. Spalding
                                          --------------------------------------
                                          Daniel P. Spalding, Chairman and Chief
                                          Executive Office
 
                                          EMPLOYEE:
 
                                          /s/ David Vander Zanden
                                          --------------------------------------
                                          David Vander Zanden, Individually
 
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